R. Eugene Taylor

About R. Eugene Taylor

R. Eugene “Gene” Taylor (77) is an independent director at Sonic Automotive (SAH), serving on the Board since February 2015. He brings 40+ years of banking and capital markets leadership, including Vice Chairman of Bank of America and President of Global Corporate & Investment Banking, and later Chairman/CEO/President of Capital Bank Financial Corp. (CBFC), which he co‑founded and sold to First Horizon in 2017. He has been a director of First Horizon since November 2017 (Vice Chairman until July 2020). His current profile emphasizes finance, risk oversight, and compensation governance expertise .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Taylor is independent under SAH’s Categorical Standards, NYSE, and SEC rules. Notably, SAH dealerships referred auto loans to First Horizon in the ordinary course, but there is no preferred lender agreement; volume was “insignificant” and below independence thresholds, preserving his independent status .
• Committees and roles: Chair, Compensation Committee; Member, Audit; Member, Nominating & Corporate Governance (NCG); Vice Chair, NCG (history). Current committee matrix shows Taylor as Audit (X), Compensation (Chair), NCG (X) .
• Controlled company context: SAH is a “controlled company” under NYSE rules (Smith family controls >50% voting power), and maintains three independent directors (Belk, Taylor, Kaiser) among nine directors .
• Attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of Board and assigned committee meetings. Audit met 5x, Compensation 4x, NCG 2x .
• Lead Independent Director: William I. Belk; executive sessions of independent directors held each regular meeting .
• Policies: No hedging or short selling by directors/officers . Related‑party transactions are reviewed under NCG charter with thresholds and fairness criteria .

Fixed Compensation (Director; Fiscal 2024)

Additional structure:

• Director retainers: $105,000 annual cash; Chair retainers—Audit $20,000; Compensation $12,500; NCG $12,500; Committee Vice Chair $6,250 .
• RSU mechanics: Annual grant generally $195,000 value; time‑based vesting to the day before next annual meeting; dividend equivalents paid in cash upon vest; change‑in‑control, death, or disability accelerates vesting .

Performance Compensation (Director)

Note: Director compensation is not performance‑conditioned; SAH uses time‑based RSUs for directors .

Other Directorships & Interlocks

• Current: First Horizon director (former Vice Chair). SAH determined Taylor’s independence notwithstanding incidental auto‑loan referral compensation from First Horizon; no preferred lender agreement; volume deemed insignificant to both firms and below independence thresholds .
• Prior: DHB Capital Corp. director (through Dec 2022) .

Expertise & Qualifications

• Deep banking/finance background (Bank of America Vice Chairman; led Global Corporate & Investment Banking) and public company CEO/Chair experience at CBFC; current large regional bank board service (First Horizon). This supports Audit and Compensation oversight, incentive plan design, and risk management .
• Serves as Compensation Committee Chair since Jan 2016; Vice Chair of NCG since Apr 2015 (historical roles) .

Equity Ownership

Insider Trades

• No Form 4 insider transactions for “R. Eugene Taylor” in SAH found between 2023‑01‑01 and 2025‑11‑20 (insider-trades skill query run on 2025‑11‑20).

Governance Assessment

• Strengths:

  • Independent status affirmed despite incidental First Horizon consumer‑auto finance referrals; the Board deemed the relationship insignificant and below independence thresholds, and there is no preferred lender agreement .
  • Significant committee leadership: Compensation Chair; service on Audit and NCG—aligns with his finance and governance background .
  • Engagement: Board and committees met 4/5/4/2 times respectively in 2024; all incumbents met the ≥75% attendance threshold .
  • Robust director ownership guidelines (5x retainer) and anti‑hedging policy; RSUs align directors with shareholders .

• Watch‑items/RED FLAGS (contextual to SAH, not specific to Taylor):

  • Controlled company risk: Only three independent directors; Smith family exercises majority voting control .
  • Related‑party transactions with Speedway Motorsports/SFC affiliates (zMAX purchases ~$0.4m; merchandise ~$0.8m; vehicle sales ~$0.2m; NASCAR sponsorship $2.5m in 2024; aircraft‑related net ~$4.6m in 2024). Oversight exists via NCG/independent directors, but concentrations are material in aggregate and persistent .
  • Compensation Committee outcomes in 2024: Executive bonus plan used Adjusted EPS and CSI; results exceeded maximums (Adjusted EPS $6.56 vs max threshold; CSI 93.3% vs ≥80%), driving large cash payouts (e.g., CEO $4.34m). As Comp Chair, Taylor’s committee oversaw this framework—investors may scrutinize calibration given max outcomes and CPI/industry cyclicality .
  • Positive counter‑signal: Say‑on‑Pay support was very strong—~94% (2022), ~96% (2023), >99% (2024)—suggesting shareholders broadly supported program design/outcomes .

• Bottom line: Taylor contributes seasoned financial and governance expertise and serves in key oversight roles with independence affirmed against a potential lender interlock. The principal governance risk at SAH remains the controlled company structure and recurring related‑party transactions (not involving Taylor personally). Compensation oversight produced maximum payouts in 2024; strong Say‑on‑Pay support mitigates concern, but continued scrutiny of goal rigor is warranted given cyclical auto retail dynamics .

Appendices

Committee Assignments (Current)

Director Compensation Plan Mechanics

• Annual cash retainer: $105,000; additional retainers: Audit Chair $20,000; Compensation Chair $12,500; NCG Chair $12,500; Committee Vice Chair $6,250; demonstrator vehicle benefit provided .
• Equity: Automatic RSUs valued at $195,000; directors may convert cash retainer to additional RSUs; vesting by next annual meeting; dividend equivalents paid in cash; acceleration on change‑in‑control/death/disability .

Board & Committee Meetings (2024)

• Board: 4 meetings; Audit: 5; Compensation: 4; NCG: 2; all incumbents ≥75% attendance; all nine directors attended 2024 annual meeting .

Selected Company‑Level Signals

• Say‑on‑Pay approval: ~94% (2022); ~96% (2023); >99% (2024) .
• No hedging/short selling permitted by directors/officers .
• Director independence determinations in Feb 2025 with explicit review of First Horizon interaction; Taylor deemed independent .