Jeff Dyke
About Jeff Dyke
Jeff Dyke (age 57) is President of Sonic Automotive, responsible for direct oversight of all retail automotive operations; he has served as President since September 2018 and as a director since July 2019, after prior senior operating roles at Sonic and a decade at AutoNation (1996–2005) . Sonic’s pay-versus-performance framework highlights key performance metrics in 2024, including Adjusted EPS of $6.56 and five-year TSR translating to $223.68 for a $100 investment vs. $230.49 for the peer group . Sonic is a “controlled company” under NYSE rules; Dyke serves as a management director (not independent), with board oversight mitigated by a Lead Independent Director and independent committee structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonic Automotive | President | Sep 2018–present | Direct oversight of retail automotive operations; company-wide execution leadership |
| Sonic Automotive | EVP of Operations | Oct 2008–Sep 2018 | Led operating performance across dealerships nationally |
| Sonic Automotive | Division COO – Southeast | Mar 2007–Oct 2008 | Oversaw operations across AL, FL, GA, NC, SC, TN, TX |
| Sonic Automotive | Division VP – Eastern | Apr 2006–Mar 2007 | Regional operating leadership |
| Sonic Automotive | VP Retail Strategy | Oct 2005–Apr 2006 | Strategic retail initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AutoNation, Inc. | Divisional/Regional/Dealership Mgmt | 1996–2005 | Multi-store operational leadership; industry experience foundation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,193,230 | $1,193,230 | $1,193,230 |
| All Other Compensation ($) | $83,288 | $144,890 | $123,046 |
| Notes | Perqs include demonstrator vehicle ($47,614 in 2022; $51,411 in 2023; $43,456 in 2024), personal aircraft use ($8,866 in 2022; $66,832 in 2023; $50,165 in 2024), group term life imputed income, executive wellness ($17,096 in 2022; $16,434 in 2023; $18,912 in 2024), 401(k) match ($6,100 in 2022; $6,600 in 2023; $6,900 in 2024) |
Performance Compensation
Annual Incentive (Cash)
| Component | Minimum | Interim | Target | Maximum | Actual Performance | Actual Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS (defined) | $4.10 (post-disposition adj.) | $4.61 | $5.12 | $6.14+ | $6.56 (certified Feb 12, 2025) | 300% of base salary |
| CSI (% franchised dealerships ≥ OEM standard) | 70% | — | 75% | 80%+ | 93.3% (certified) | 25% of base salary |
- 2024 total cash bonus paid to Dyke: $3,877,998 (≈325% of $1,193,230 base) .
Equity Awards (RSUs)
| Grant Date | Units Granted | Performance Condition | Forfeiture Scale | Vesting Schedule | Status/Outcome |
|---|---|---|---|---|---|
| Feb 7, 2024 | 48,979 | 2024 Adjusted EPS (same definition as cash bonus) | 0–100% based on 75%–105% of target; 100% if ≥105% of target | 25% on 3/31/2025; 30% on 2/7/2026; 45% on 2/7/2027 | No forfeiture; full 48,979 outstanding after certification |
| Feb 8, 2023 | 20,558 outstanding at 12/31/2024 | Time-based after prior performance certification | — | Portion vested 2/8/2025; remainder vests 2/8/2026 | 20,558 unvested valued $1,302,318 at $63.35 |
| Feb 9, 2022 | 18,364 outstanding at 12/31/2024 | Time-based after prior performance certification | — | Vested 2/9/2025 | 18,364 unvested valued $1,163,375 at $63.35 |
| May 6, 2015 (Retention) | 1,000,000 performance-based RSUs (“Dyke Retention Units”) | 2016 net income ≥$75M or revenue ≥$8.5B (met: NI >$93M; Rev >$9.7B) | Forfeiture if 2016 goal unmet; otherwise time-based | 333,333 on 5/6/2020; 333,333 on 5/6/2025; 333,333 on 5/6/2030 (continued service) | 666,666 unvested at 12/31/2024, valued $42,233,291 at $63.35 |
- 2024 vesting activity: 36,710 RSUs vested for Dyke (breakdown by 2021/2022/2023 grants) .
Pay vs Performance Reference
| Year | Adjusted EPS | TSR ($100 initial) |
|---|---|---|
| 2024 | $6.56 | $223.68 |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Class A shares | 251,954 shares (1.2% of Class A outstanding) | Includes 12,245 RSUs vesting by 3/31/2025 and 161,622 shares held by Ash & Erin, LLC (investment control by Dyke) |
| Voting power (% of all outstanding voting stock) | <1% (*) | Dual-class structure; Smith family controls Class B |
| Unvested RSUs (market value at $63.35) | 48,979 (2024 grant) = $3,102,820; 20,558 (2023 grant) = $1,302,318; 18,364 (2022 grant) = $1,163,375; 666,666 (2015 retention) = $42,233,291 | Next major vest: 333,333 retention RSUs on May 6, 2025 |
| Options | None outstanding | — |
| Pledging | No pledging disclosed for Dyke | Pledging disclosed for other Smith family members; anti-hedging policy in place |
| Ownership guidelines | CEO guideline only; non-employee directors have 5x retainer guideline; Dyke (employee director) not subject to director comp/guidelines |
Employment Terms
- Retention Agreement (May 6, 2015): Non-compete for two years post-termination if terminated for cause or upon voluntary resignation; non-solicitation for two years following termination for any reason; confidentiality restrictions; forfeiture and recoupment if covenants violated .
- Change-in-Control (CIC):
- Equity acceleration: RSUs generally fully vest upon CIC; Dyke’s equity acceleration value estimated at $47,801,804 at $63.35 (as of 12/31/2024) .
- Excise tax gross-up: Company pays Section 280G/4999 excise tax and related amounts to restore after-tax position; estimated gross-up for Dyke $21,262,794 under assumed CIC and termination (12/31/2024) .
- SERP: Fully vested; upon termination within 24 months of CIC, lump sum present value; Dyke’s SERP PV $6,343,226 (5.43% discount assumption) .
- Severance: No standalone severance multiple disclosed for Dyke; Byrd has 0.5x salary severance; Dyke’s equity and SERP benefits have defined acceleration/vesting rules instead .
- Clawback & Insider Trading: Company clawback policy adopted in 2023 for restatements; anti-hedging/short-selling policy for officers/directors .
- Deferred Compensation: Eligible but no election in 2024 .
- Perquisites: Demonstrator vehicle, personal aircraft usage, executive wellness, group term life; details in Fixed Compensation table .
Board Governance
- Board Service: Director since July 2019; management director (not independent) .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance (NCG) committees; committees comprised solely of independent directors .
- Attendance: Each incumbent director attended ≥75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Controlled Company: Board has three independent directors; Smith family controls >50% voting power; Lead Independent Director in place .
- Director Compensation: Employees (e.g., CEO and President) do not receive separate director compensation .
Director Compensation (not applicable to Dyke as employee director)
- Non-employee director annual retainer $105,000; additional retainers for leadership roles; annual RSU grants under 2012 Formula Plan; vesting before next annual meeting; stock ownership guideline 5x retainer .
Compensation Peer Group & Say-on-Pay
- Peer Group: Primary peer group for comp includes Asbury, AutoNation, CarMax, Carvana, Group 1, Lithia, Penske, Rush; Willis Towers Watson updated study in 2024 to inform 2025 comp review .
- Say-on-Pay Approval: 94% (2022); 96% (2023); >99% (2024) voted “FOR” .
Performance & Track Record
- Pay vs Performance: 2024 compensation actually paid (CAP) tracked against TSR, Net Income, Adjusted EPS; Adjusted EPS identified as the most important performance measure (along with CSI and stock price) for NEO compensation .
- 2024 Results: Adjusted EPS $6.56; TSR value $223.68 for $100 since 2019; Net Income $216M .
Related Party Transactions
- Family Employment: Ashley Parker (daughter) compensation ~$171,000 (2024); Chris Parker (son-in-law) compensation ~$291,000 (2024) .
- Affiliate Transactions: Ongoing transactions with Speedway Motorsports subsidiaries (zMAX, SMISC/GLOBE sponsorships, aircraft services via SFC) are reviewed under affiliate transaction policies; amounts detailed for 2024 .
Equity Ownership & Vesting Timelines (Detailed)
| Award/Share Type | Quantity | Key Dates | Notes |
|---|---|---|---|
| Class A beneficial ownership | 251,954 | Record Date: Feb 28, 2025 | Includes 12,245 RSUs vesting by 3/31/2025 and 161,622 via Ash & Erin, LLC |
| 2015 Retention RSUs | 1,000,000 | Vest: 333,333 (5/6/2020), 333,333 (5/6/2025), 333,333 (5/6/2030) | Performance triggered by 2016 goals; subject to covenant compliance |
| 2024 Performance RSUs | 48,979 | Vest: 25% (3/31/2025), 30% (2/7/2026), 45% (2/7/2027) | No forfeiture post certification; tied to 2024 Adjusted EPS |
| 2023 RSUs | 20,558 (unvested at YE2024) | Vest: 2/8/2025 (partial), 2/8/2026 (remainder) | Market value $1,302,318 at $63.35 |
| 2022 RSUs | 18,364 (unvested at YE2024) | Vested 2/9/2025 | Market value $1,163,375 at $63.35 |
Investment Implications
- Near-term supply overhang risk: The May 6, 2025 vesting of 333,333 retention RSUs creates a significant potential for insider selling pressure or 10b5-1 activity if liquidity needs arise; monitoring Form 4 filings around that date is prudent .
- Alignment vs. shareholder-friendly governance: Dyke’s sizable unvested equity (including performance RSUs and long-dated retention grant) aligns incentives to share price and performance (Adjusted EPS/CSI), but excise tax gross-up under CIC is a red flag for governance-sensitive investors; equity accelerates on CIC, amplifying change-in-control economics .
- Controlled company dynamics: As a management director in a controlled company with concentrated voting control by the Smith family, independence risks are structurally higher; however, independent committees and a Lead Independent Director mitigate oversight concerns to a degree .
- Pay-for-performance: 2024 variable cash paid at maximums (EPS 300% + CSI 25%) and full performance RSU retention reflects strong goal attainment; investors should scrutinize future target calibrations to ensure rigor, especially after outsized payouts .
- Related party sensitivities: Family employment and recurring Speedway/SFC transactions warrant ongoing review; processes and independent committee approvals are disclosed, but continued monitoring is advisable .
Note: All values are as disclosed in Sonic Automotive’s 2025 Definitive Proxy Statement (DEF 14A) and related sections cited above.