Marcus G. Smith
About Marcus G. Smith
Marcus G. Smith (age 51) is an SAH director since July 2019; he is CEO (since Feb 2015) and President (since May 2008) of Speedway Motorsports, and an officer/director of Sonic Financial Corporation (SFC), the largest SAH stockholder . SAH is a controlled company under NYSE rules, and Smith is not independent; only Belk, Taylor, and Kaiser are affirmed independent . He attended at least 75% of Board/committee meetings in 2024 and was present at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Speedway Motorsports | Chief Executive Officer | Feb 2015–present | Operates motorsports assets; affiliated with SAH via Smith family and SFC |
| Speedway Motorsports | President | May 2008–present | Executive leadership |
| Speedway Motorsports | Chief Operating Officer | May 2008–Feb 2015 | Operations leadership |
| Speedway Motorsports | EVP National Sales & Marketing | 2004–2008 | Commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonic Financial Corporation (SFC) | Officer & Director | Ongoing | Privately held, largest SAH stockholder; extensive related-party transactions with SAH |
| Speedway Motorsports | Director | Since 2004 | Affiliate to SAH via Smith family ownership |
Board Governance
- Committee assignments (2024): Marcus G. Smith is not listed on Audit, Compensation, or NCG committees; committee membership includes Belk (Audit Chair), Taylor (Comp Chair), and Kaiser (NCG Chair) .
- Independence: SAH qualifies as a controlled company; three independent directors (Belk, Taylor, Kaiser) and six non-independent directors (including Smith) .
- Lead Independent Director: William I. Belk (reappointed Feb 2025) .
- Attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of meetings; all nine directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session before/after each regular Board meeting .
Fixed Compensation
| Component | Policy/Amount | Marcus G. Smith Actual (FY2024) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000; payable quarterly; may elect conversion to RSUs under Formula Plan | $0 cash fees |
| Committee chair fees | Audit Chair $20,000; Comp Chair $12,500; NCG Chair $12,500; Vice Chair $6,250 | N/A (no committee roles) |
| Demonstrator vehicle (perquisite) | Provided to each non-employee director | $79,438 included in “All Other Compensation” (also includes dividend equivalents) |
| Total non-employee director compensation (FY2024) | Cash + RSUs + perqs | $407,671 total; Stock Awards $328,233; All Other $79,438 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting & Conditions |
|---|---|---|---|---|
| Annual RSU under 2012 Formula Plan | Apr 24, 2025 | 5,141 RSUs | — (reported as grant of Class A at $0) | Time-based; vests in full on first anniversary or day before next annual meeting; dividend equivalents in cash when vested |
| Annual RSU under 2012 Formula Plan | Apr 25, 2024 | 5,792 RSUs | — (reported as grant) | Same vesting mechanics as Formula Plan |
| Annual RSU disclosure (FY2024) | Formula value basis | RSU value calculated as $195,000 divided by 20-day average price; directors may add converted cash retainer to equity | Stock Awards line item value for FY2024: $328,233 | RSUs/deferred RSUs are non-transferable; accelerate on death/disability/change in control |
Note: The director RSUs are time-based and not tied to operating performance metrics; the Formula Plan includes dividend equivalents and change-in-control accelerated vesting .
Other Directorships & Interlocks
| Relationship/Counterparty | Nature | FY2024 Amount |
|---|---|---|
| Oil-Chem (Speedway Motorsports subsidiary) | zMAX lubricant purchases by SAH dealerships (ordinary course) | ~$0.4 million |
| SMISC Holdings (d/b/a SMI Properties) | Merchandise/apparel purchases by SAH | ~$0.8 million |
| Various Speedway subsidiaries | Vehicle sales by SAH to Speedway subsidiaries | ~$0.2 million |
| EchoPark sponsorship of NASCAR Event (SMISC/GLOBE) | Sponsorship fees (opted 2022–2024 at $2.5m; new 2025–2027 $2.75m/$2.8m/$2.85m) | $2.5 million in 2024; committed escalators from 2025–2027 |
| SFC aircraft-related | Aircraft usage/management arrangements between SAH and SFC affiliates | ~$4.6 million aggregate (net) |
- Smith is CEO/President of Speedway Motorsports and officer/director of SFC; family ownership controls Speedway Motorsports and SFC, creating recurring related-party transaction exposure .
Expertise & Qualifications
- Deep automotive and motorsports operating experience (CEO/President/COO roles, sales/marketing leadership) .
- Significant equity ownership and family control through SFC, conferring long-term strategic influence at SAH .
Equity Ownership
| Category | Amount | Percent | Notes |
|---|---|---|---|
| Class A Common Stock | 930,264 shares | 4.3% of Class A | Includes 5,792 RSUs scheduled to vest by day prior to annual meeting or April 25, 2025 |
| Class B Common Stock | 12,029,375 shares | 100% of Class B | Held via SFC and OBS Family, LLC; shared control with Smith family |
| Voting power (all voting stock) | — | 38.3% | Reflects dual-class voting; Class B 10 votes/share |
| RSUs outstanding (12/31/2024) | 5,792 | — | Director Formula Plan units |
| Shares pledged | 87,938 Class A shares | — | Pledged as loan collateral (RED FLAG) |
Insider Trades (Form 4 highlights)
| Date | Security | Transaction | Shares/Units | Price/Value |
|---|---|---|---|---|
| Apr 24, 2025 | Class A via RSUs | Grant (Formula Plan) | 5,141 | $0 (RSU grant) |
| Apr 25, 2024 | Class A via RSUs | Grant (Formula Plan) | 5,792 | — |
| Mar 23, 2020 | Class A | Open-market purchase | 12,500 | $12.99 per share |
Director Stock Ownership Guidelines
- Non-employee directors must hold shares equal to 5x annual cash retainer, within 5 years; all non-employee directors are in compliance or within their first five years .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting: stockholders approved, on an advisory basis, SAH’s FY2024 named executive officer compensation; votes For 133,618,640; Against 5,406,785; Abstentions 13,844; Broker non-votes 2,242,688 .
Governance Assessment
- Independence and controlled company: Smith is a non-independent director in a family-controlled structure; Board has only three independent directors and relies on controlled-company exemptions, which can dampen minority shareholder influence .
- Committees and oversight: Smith holds no Audit/Comp/NCG roles, limiting his direct involvement in governance-critical committees; independent chairs lead those committees .
- Conflicts and related-party exposure: Extensive ongoing transactions with Speedway Motorsports and SFC (purchases, sponsorships, aircraft arrangements) represent persistent related-party exposure; NASCAR sponsorship commitments escalate through 2027 (RED FLAG) .
- Alignment and red flags: Very high voting control via Class B; substantial Class A holdings support alignment, but pledging of 87,938 shares is a material red flag for investors due to potential forced selling risk .
- Engagement: Attendance met policy thresholds and annual meeting participation was full; independent director executive sessions are regular, with a Lead Independent Director in place .