William I. Belk
About William I. Belk
William I. Belk (age 75) is Sonic Automotive’s Lead Independent Director, serving on the Board since March 1998 and as Lead Independent Director since August 2002; he was reappointed Lead Independent Director in February 2025 . He is currently affiliated with Southeast Investments, N.C. Inc. (a FINRA member firm) and previously served as a North Carolina District Court Judge, a partner at Carolina Financial Group, Inc., and Chairman/director at Belk stores; he also previously served as a director of Monroe Hardware Co., Inc. and is a director of British West Indies Trading Company . He holds a JD with an LLM—Taxation and an MBA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Carolina District Court | District Court Judge | — | Judicial and legal oversight experience |
| Carolina Financial Group, Inc. | Partner (investment banking) | — | Capital markets and transaction experience |
| Belk stores (retail chain) | Chairman and Director | — | Consumer retail leadership; board governance |
| Monroe Hardware Co., Inc. | Director (prior) | — | Wholesale distribution board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southeast Investments, N.C. Inc. | Affiliated | Current | FINRA member firm affiliation (no related-party transactions with SAH disclosed) |
| British West Indies Trading Company | Director | Current | Board service; no interlocks disclosed with SAH suppliers/customers |
Board Governance
- Independence: Determined independent under Sonic’s Categorical Standards, NYSE, and SEC rules .
- Roles: Lead Independent Director (reappointed Feb 2025); presides over executive sessions and coordinates feedback to the CEO .
- Committees: Audit (Chair and “audit committee financial expert”), Compensation (Member), Nominating & Corporate Governance (Member) .
- Attendance: Board met 4 times in fiscal 2024; each incumbent director attended ≥75% of Board/committee meetings; all nine directors attended the 2024 annual meeting .
- Controlled company: Sonic relies on NYSE “controlled company” exemption; Board comprises three independent and six non-independent directors, elevating the importance of Belk’s LID/Audit Chair roles for independent oversight .
Committee Assignments (2024)
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | Yes |
| Compensation | Yes | — |
| Nominating & Corporate Governance (NCG) | Yes | — |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $105,000 (policy) |
| Lead Independent Director retainer | $12,500 (policy) |
| Audit Committee Chair retainer | $20,000 (policy) |
| Fees earned/paid in cash (actual) | $137,500 |
| All other compensation (demo vehicle, dividend equivalents, etc.) | $30,824 |
Notes:
- Non-employee directors may elect to convert all/part of the $105,000 cash retainer into RSUs under the 2012 Formula Plan; each NED is entitled to a demonstrator vehicle .
Performance Compensation
| Equity Element | 2024 Stock Awards (Grant-Date Fair Value) | Outstanding RSUs at 12/31/2024 | Vesting/Mechanics |
|---|---|---|---|
| Annual RSU grant (2012 Formula Plan) | $213,363 | 3,765 units | Annual NED grant sized at $195,000 divided by 20-day avg price; directors can add RSUs by electing to convert cash retainer; RSUs vest on the first anniversary of grant or the day before the next annual meeting; settle in shares; dividend equivalents in cash upon vesting; unvested RSUs forfeit on departure except for death/disability/change-in-control (accelerated vesting) |
No performance metrics apply to director equity; awards are time-based under the director plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/other boards | British West Indies Trading Company (Director) |
| Potential interlocks with SAH stakeholders | None disclosed; independence affirmed |
| Related-party transactions involving Belk | None disclosed; significant related-party activity exists with Smith family entities (see Risks) but not tied to Belk |
Expertise & Qualifications
- Audit oversight: Designated “audit committee financial expert”; Audit Committee met five times in 2024 and oversees financial reporting, controls, cybersecurity updates, and risk .
- Legal/tax credentials: JD with LLM—Taxation plus MBA; prior judicial service enhances governance and compliance perspective .
- Consumer retail/board experience: Longstanding leadership at Belk stores and multiple board roles contribute to retail and governance proficiency .
- Lead independent leadership: As LID, presides over executive sessions and organizes independent director feedback, a key counterweight under controlled company structure .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 100,983 | |
| % of Class A outstanding | <1% | |
| Class B shares | 0 | |
| % of total voting power | <1% | |
| RSUs vesting within ~60 days of 2/28/2025 | 3,765 (director RSUs vest upon earlier of day before Annual Meeting or April 25, 2025) | |
| Shares pledged | None disclosed for Belk (pledging disclosed for certain Smith family members) | |
| Hedging/short selling | Prohibited for directors/officers | |
| Director stock ownership guideline | 5x annual cash retainer; all NEDs comply or within five-year window |
Governance Assessment
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Strengths:
- Long-tenured, independent Lead Director and Audit Chair with financial expert designation; reappointment signals continuity of independent oversight .
- Committee workload spans Audit, Compensation, and NCG, concentrating independent checks where the company relies on controlled-company exemptions .
- Meets/Exceeds ownership alignment expectations; no pledging disclosed; hedging prohibited .
- Board/committee attendance at or above threshold; full director participation at annual meeting .
- Say-on-pay support robust (94% in 2022; 96% in 2023; >99% in 2024), indicating broad investor support for pay practices .
-
Risk indicators and potential red flags (company context relevant to Belk’s oversight):
- Controlled company: Board has only three independent directors; elevates reliance on Belk’s LID/Audit Chair roles for independent risk oversight .
- Related-party transactions with Smith family-controlled entities are significant (e.g., Oil-Chem zMAX ~$0.4m; SMI Properties merchandise ~$0.8m; vehicle sales ~$0.2m; EchoPark NASCAR sponsorship $2.5m in 2024 and $2.75m/$2.8m/$2.85m commitments for 2025–2027; aircraft-related transactions net ~$4.6m), requiring continued rigorous independent review .
- Executive CIC tax gross-ups exist for certain executives (not directors), viewed unfavorably by some investors; underscores the importance of Compensation Committee independence (of which Belk is a member) .
Overall, Belk’s independence, financial expertise, and LID role are positives for investor confidence given Sonic’s controlled structure and recurring related-party transactions, with his Audit/NCG/Compensation participation central to mitigating governance risk .