Michael Hodge
About Michael Hodge
Michael Hodge (47) is an independent director of Sonic Automotive (SAH) since February 2022. He is a CPA (North Carolina) with deep accounting and finance expertise; he currently serves as Executive Vice President, Chief Financial Officer and Assistant Treasurer of Speedway Motorsports and is also Vice President (since 2016) and Chief Financial Officer of Sonic Financial Corporation (SFC), the company’s controlling stockholder . His background includes internal audit at a telecommunications company and audit/assurance at Deloitte, with professional membership in the AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Speedway Motorsports | EVP, CFO & Assistant Treasurer | Apr 2023–present | Senior financial leadership of a major affiliate to SAH |
| Speedway Motorsports | EVP, Chief Accounting Officer & Assistant Treasurer | Dec 2020–Apr 2023 | Led accounting, reporting, and controls |
| Speedway Motorsports | SVP Finance & Compliance Treasurer | Oct 2018–Dec 2020 | Finance and compliance oversight |
| Speedway Motorsports | Various finance/accounting roles | 2006–2018 | Progressive finance responsibilities |
| Telecommunications company | Internal audit | Prior to 2006 | Internal audit experience |
| Deloitte | Audit & assurance | Prior to 2006 | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Speedway Motorsports | EVP, CFO & Assistant Treasurer | Apr 2023–present | Affiliate of SAH; Smith family-controlled |
| Sonic Financial Corporation (SFC) | Vice President (since 2016); Chief Financial Officer | 2016–present (VP) | SFC is SAH’s largest stockholder; Hodge holds senior finance roles at SFC |
Board Governance
- Independence and structure: SAH is a “controlled company” under NYSE rules and relies on the exemption to have only three independent directors. Hodge is not independent due to his officer roles at Speedway Motorsports and SFC, as determined in the February 2025 independence review .
- Committee assignments: None. Hodge is not listed as a member or chair of the Audit, Compensation, or NCG committees .
- Attendance and engagement: The Board met 4 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings. All nine directors attended the 2024 annual meeting; independent directors meet in executive session each regular meeting led by the Lead Independent Director .
- Insider trading and hedging: SAH maintains an Insider Trading Policy; directors are prohibited from hedging or short selling SAH securities .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $52,500 |
| All other compensation (primarily demonstrator vehicle and dividend equivalents per policy) | $38,307 |
| Total cash + perqs | $90,807 |
Director pay program features:
- Standard annual cash retainer: $105,000 (quarterly), with additional retainers for certain leadership roles (Audit Chair $20,000; Lead Independent Director, Compensation Chair, NCG Chair $12,500; Committee Vice Chairs $6,250) .
- Demonstrator vehicle provided to each non-employee director .
- Deferred Compensation Plan available; no directors elected to defer in 2024 .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| 2024 Stock awards (grant date fair value) | $270,769 |
| Outstanding stock awards as of 12/31/24 | 4,778 units |
| Vesting for Hodge’s units | RSUs vest upon the earlier of the day before the 2025 annual meeting or April 25, 2025 |
| Annual grant policy (2012 Formula Plan) | Automatic grant valued at $195,000 (plus optional conversion of cash retainer) divided by 20-day average price; vest on 1st anniversary or day before next annual meeting |
| Settlement and transfer | Settled in Class A shares; no transfer/pledge of units; dividend equivalents paid in cash on vest; equivalents accrue without interest until vest |
| Change-in-control treatment | Unvested RSUs become fully vested upon death, disability, or termination immediately prior to/at change in control; automatic vesting near change-in-control trigger as specified |
Note: Directors can elect to convert part/all of the $105,000 cash retainer into additional RSUs under the Formula Plan .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Hodge .
- Affiliate roles and related-party transactions (governance sensitivity):
| Entity/Counterparty | Nature of Relationship/Transaction | 2024 Amount | Governance Handling |
|---|---|---|---|
| Oil-Chem (Speedway subsidiary) | SAH dealerships purchased zMAX micro‑lubricant | ~$0.4 million | Board determined neither Hodge nor Brooks had a material interest; their compensation not tied to these purchases and they lack significant equity in Speedway |
| SMISC (d/b/a SMI Properties) | Merchandise/apparel purchases by SAH | ~$0.8 million | Same determination of no material interest for Hodge |
| Speedway subsidiaries | Vehicle sales by SAH | ~$0.2 million | Same determination of no material interest for Hodge |
| SMISC/GLOBE (Speedway subsidiaries) | EchoPark NASCAR event sponsorship | $2.5 million in 2024; new agreement for $2.75m (2025), $2.8m (2026), $2.85m (2027) | Approved by NCG Committee and independent directors |
| SFC (aircraft, storage/maintenance, reciprocal use) | Aircraft-related transactions (net) | ~$4.6 million (≈$4.3m paid; ≈$0.3m received) | Board determined no material interest for Hodge in SFC aircraft transactions |
Expertise & Qualifications
- CPA (North Carolina); member of the AICPA .
- Extensive finance leadership: EVP/CFO at Speedway Motorsports; VP/CFO at SFC .
- Audit and controls background: prior internal audit (telecom) and Deloitte audit/assurance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 13,566 shares; less than 1% of Class A outstanding |
| Class B Common | None |
| Outstanding RSUs included for near-term vesting | 4,778 RSUs scheduled to vest by the earlier of the day before the 2025 annual meeting or April 25, 2025 |
| Ownership as % of total voting power | Less than 1% |
| Pledged shares | No pledging noted for Hodge in footnotes (pledging disclosed for other individuals) |
| Director stock ownership guideline | 5x annual cash retainer; all non‑employee directors are in compliance or within the initial 5‑year window |
Governance Assessment
- Independence and committee influence: Hodge is a non‑independent director due to senior officer roles at Speedway Motorsports and SFC; he holds no committee seats. This limits direct influence over audit, compensation, and nomination decisions, which are handled by independent directors under the controlled‑company framework .
- Related‑party exposure: Multiple recurring transactions between SAH and Speedway/SFC affiliates (supplies, sponsorships, aircraft) create perceived conflict risk. The NCG Committee/independent directors approved key sponsorships, and the Board determined Hodge did not have a material interest in the cited transactions; nonetheless, the scale and frequency warrant continued scrutiny by investors and independent directors (RED FLAG: elevated conflict optics under a controlled‑company structure) .
- Alignment and incentives: Hodge’s 2024 director pay is weighted to equity ($270,769 stock vs. $52,500 cash), with stock ownership guidelines (5x retainer) and a prohibition on hedging/short‑selling supporting alignment with shareholders .
- Attendance and engagement: Met SAH’s attendance threshold (≥75%) and participated in the 2024 annual meeting, indicating baseline engagement .
- Overall: Strong finance/audit credentials and equity‑linked pay support governance quality; however, non‑independence and deep affiliate ties, combined with ongoing related‑party transactions, remain the principal investor‑confidence risks and should be monitored via committee oversight, enhanced disclosure, and continued independent review of affiliate dealings .