Keri A. Kaiser
About Keri A. Kaiser
Keri A. Kaiser, 61, has served as an independent director of Sonic Automotive (SAH) since July 2020. She is currently Chief Revenue Officer of Health-E Commerce (since May 2022) and previously held senior marketing and revenue roles at Children’s Health, AT&T Performing Arts Center, Frito-Lay, and Price Waterhouse’s Strategic Management Consulting Group . She serves on the Audit and Compensation Committees and chairs the Nominating and Corporate Governance (NCG) Committee (chair since February 2022) . The Board determined in February 2025 that Ms. Kaiser is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health-E Commerce | Chief Revenue Officer | May 2022–Present | Revenue leadership (consumer health e-commerce) |
| Children’s Health (System of Texas) | Chief Marketing & Experience Officer | 2018–Jan 2022 | CX and brand leadership |
| Children’s Health | VP, Marketing & Communications | 2012–2018 | Marketing strategy |
| AT&T Performing Arts Center (Dallas) | Chief Revenue Officer | Prior to 2012 (dates not specified) | Revenue development |
| Velocity Ventures | Co-Founder | Prior (dates not specified) | Venture creation |
| Frito-Lay | Brand Management | Prior (dates not specified) | CPG brand management |
| Price Waterhouse | Founding member, Strategic Management Consulting Group | Prior (dates not specified) | Strategic consulting |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Health-E Commerce | Chief Revenue Officer | May 2022–Present | Private company (consumer e-commerce) |
| AT&T Performing Arts Center | Chief Revenue Officer | Prior (dates not specified) | Non-profit |
No other public company board directorships were disclosed for Ms. Kaiser .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of NCG Committee (since Feb 2022) .
- Independence: Affirmed independent by Board (Feb 2025), under NYSE and SEC rules; Audit, Compensation, and NCG Committees comprised of independent directors .
- Attendance and engagement: Board met 4 times in fiscal 2024; each incumbent director attended at least 75% of applicable Board and committee meetings; all nine directors attended the 2024 annual meeting; independent directors hold executive sessions around each regular Board meeting (Lead Independent Director presides) .
- Committee activity: Audit met 5 times; Compensation met 4 times; NCG met 2 times in fiscal 2024 .
- Controlled company context: SAH qualifies as a “controlled company”; Board will continue as 3 independent and 6 non-independent directors under NYSE exemptions .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 102,500 | Annual cash retainer is $105,000, with optional conversion to RSUs; NCG Chair retainer $12,500; Audit Chair $20,000; Lead Independent, Compensation Chair, NCG Chair $12,500; Vice Chair $6,250; actual paid varies with elections/roles |
| All Other Compensation | 30,129 | Demonstrator vehicle imputed value; cash dividend equivalents on RSUs |
| Total | 362,426 | Sum of cash, stock awards, and other |
Additional structural details:
- Non-employee directors may convert all/part of $105,000 cash retainer to RSUs; automatic annual RSU grants valued at $195,000 (plus retainer conversion) with 1-year vest and settlement within 30 days post-vest; dividend equivalents are paid in cash upon vest; RSUs/deferred RSUs cannot be sold/assigned/pledged .
- Directors are entitled to a demonstrator vehicle for personal use .
- Deferred Compensation Plan available; no non-employee directors participated in fiscal 2024 .
Performance Compensation
| Performance Linkage in Director Pay | Status | Detail |
|---|---|---|
| Performance metrics tied to director compensation (e.g., TSR, EBITDA, ESG goals) | Not disclosed/None | Director equity reported as time-vested RSUs; no performance metrics outlined for director awards |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee composition | R. Eugene Taylor (Chair), William I. Belk, Keri A. Kaiser; met 4 times in FY2024; engaged Willis Towers Watson on executive compensation peer group review for 2025 . |
| Interlocks | No Compensation Committee member had Item 404 relationships in FY2024; no executives served on another entity’s compensation committee whose executives serve on SAH’s Compensation Committee; Note: SAH CEO David Bruton Smith served on boards of Speedway Motorsports and SFC, whose executive officers serve as SAH directors (board performs compensation-equivalent function) . |
Expertise & Qualifications
- Broad revenue, marketing, and customer experience expertise across healthcare, consumer goods, and arts sectors; consulting background in strategic management .
- Board leadership as NCG Chair with oversight of director nominations, committee appointments, performance reviews, ESG/sustainability policies, governance guidelines, and Code of Ethics compliance .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs vesting within 60 days (included in beneficial ownership calc) | Outstanding Stock Awards (#) | Notes |
|---|---|---|---|---|---|
| Keri A. Kaiser | 18,810 | <1% | 4,055 | 4,055 | RSUs lack voting/dividend rights; dividend equivalents paid in cash; RSUs not pledgeable |
Director stock ownership guidelines:
- Non-employee directors must hold shares equal to five times the annual cash retainer, within five years from the later of April 30, 2017 or their Board start date; all non-employee directors are either in compliance or within the first five-year window .
No hedging/short-selling:
- Company policy prohibits directors from hedging or short selling SAH securities .
Governance Assessment
- Independence and committee roles: Ms. Kaiser is one of three independent directors, with key roles on Audit and Compensation and as NCG Chair—supportive for board effectiveness and oversight in a controlled company context .
- Engagement: Meets attendance thresholds; chairs NCG overseeing ESG and governance processes; Board conducts annual self-evaluations; independent director executive sessions signal healthy governance practice .
- Alignment: Director pay mix includes meaningful equity via RSUs; stock ownership guidelines at 5x cash retainer strengthen alignment; RSUs are time-vested (no performance-based metrics disclosed for directors) .
- Conflicts oversight: Related-party transactions with Smith family-controlled Speedway/SFC are material at the company level (e.g., ~$2.5M sponsorship in 2024; aircraft-related ~$4.6M; Oil-Chem purchases ~$0.4M; SMISC merchandise ~$0.8M; vehicle sales ~$0.2M). NCG Committee and independent directors approved sponsorship agreements; Board affirmed independence for Kaiser after reviewing relationships and found no Item 404 relationships for Compensation Committee members .
RED FLAGS
- Controlled company status with majority voting control by Smith family reduces the proportion of independent directors (3 of 9), which may constrain dissenting governance perspectives .
- Ongoing related-party transactions with Speedway/SFC affiliates require sustained independent oversight; while approvals by NCG/independent directors are disclosed, they nonetheless pose perception risks around conflicts and influence .
- Director compensation includes a demonstrator vehicle perquisite; while modest and disclosed, perqs can be viewed unfavorably by some investors focused on cost discipline .
Overall signal: Ms. Kaiser’s independent status, committee leadership (NCG Chair), and equity-linked compensation support investor confidence in her governance role, provided the Board maintains rigorous oversight on related-party dealings inherent in SAH’s controlled company structure .