William R. Brooks
About William R. Brooks
William R. Brooks, 75, has served as a director of Sonic Automotive since its organization in January 1997 and briefly held the roles of initial Chief Financial Officer, Treasurer, Vice President, and Secretary from January to April 1997. He has deep accounting and financial management expertise from nearly three decades at Speedway Motorsports, including as CFO (1994–2023), and he is currently Vice Chairman and Treasurer of Speedway Motorsports and an officer/director of Sonic Financial Corporation (SFC), the company’s largest stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Automotive (SAH) | Initial CFO, Treasurer, VP, Secretary | Jan–Apr 1997 | Early-stage finance leadership at company inception |
| Speedway Motorsports | Chief Financial Officer | Dec 1994–Apr 2023 | Led finance; significant accounting and financial management expertise |
| Charlotte Motor Speedway | Vice President | Pre-Dec 1994 | Precursor operational leadership in motorsports |
| Atlanta Motor Speedway | Vice President and Director | Pre-Dec 1994 | Governance role in motorsports operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Speedway Motorsports | Vice Chairman; Treasurer | Vice Chairman since May 2008; Treasurer since Dec 1994 | Also a director since Dec 1994; executive officer/director for various subs |
| Sonic Financial Corporation (SFC) | Officer and Director | Ongoing | SFC is SAH’s largest stockholder; affiliation drives independence considerations |
Board Governance
- Sonic is a “controlled company” (NYSE) with Smith family control; only three independent directors are required, and the board includes six non-independent directors .
- Independence: The Board evaluated independence in Feb 2025 and noted Brooks is an affiliate of SFC, the largest stockholder; he is not categorized as independent under NYSE/SEC rules .
- Committee assignments: Brooks is not listed as a member or chair of the Audit, Compensation, or Nominating & Corporate Governance (NCG) Committees .
- Attendance: The Board met four times in FY2024; each incumbent director (including Brooks) attended or participated in 75%+ of Board/committee meetings on which they served, and all nine directors attended the 2024 annual meeting .
| Item | Status / Detail | Citation |
|---|---|---|
| Independence | Not independent (affiliate of SFC) | |
| Committees | None (not on Audit, Compensation, NCG) | |
| Board Meetings FY2024 | 4 meetings; ≥75% attendance by each director | |
| Years on SAH Board | Since Jan 1997 |
Fixed Compensation (Director Pay – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Standard annual director cash retainer is $105,000; directors can elect to convert part/all to RSUs |
| All Other Compensation | $17,757 | Includes imputed value of demonstrator vehicle and dividend equivalents on RSUs |
| Total Cash & Other | $117,757 | Sum of cash and other compensation |
| Equity – Stock Awards (Grant-Date Fair Value) | $218,860 | ASC 718 grant-date fair value; accounting expense not actual realized value |
| Total Compensation | $336,617 | FY2024 total director compensation |
Performance Compensation (Equity Program Terms)
Directors receive annual RSU grants under the 2012 Formula Restricted Stock and Deferral Plan; no performance-vesting metrics are disclosed for director equity. RSUs vest time-based.
| Equity Metric | Detail | Citation |
|---|---|---|
| Annual RSU grant value baseline | $195,000 (plus any elected conversion of cash retainer into additional RSUs) | |
| Grant timing | First business day following each annual meeting | |
| Vesting | Full vest on first anniversary of grant or day before next annual meeting | |
| Dividend equivalents | Credited; paid in cash when vested; accumulate without interest | |
| Transfer restrictions | RSUs cannot be sold, assigned, pledged, or transferred | |
| Brooks – Outstanding RSUs (12/31/2024) | 3,862 units |
Other Directorships & Interlocks
| Relationship / Transaction | FY2024 Amount | Notes / Governance Treatment |
|---|---|---|
| Purchases of zMAX micro-lubricant from Oil-Chem (a Speedway Motorsports subsidiary) | ~$0.4 million | Board determined Brooks (Speedway officer/director) had no material interest; compensation not tied; no significant equity interest |
| Merchandise/apparel purchases from SMISC (SMI Properties) | ~$0.8 million | Related party (Smith family controls Speedway); Board deemed no material interest for Brooks |
| Vehicle sales to Speedway subsidiaries | ~$0.2 million | Related party; no material interest for Brooks per Board determination |
| EchoPark NASCAR sponsorship (SMISC/GLOBE) | $2.5 million (2024); approved renewals: $2.75m (2025), $2.8m (2026), $2.85m (2027) | Approved by NCG/independent directors; Smith family/SFC indirectly own SMISC/GLOBE |
| Aircraft-related transactions with SFC | ~$4.6 million (net; $4.3m paid, $0.3m received) | Board determined no material interest for Brooks (SFC officer/director) |
Expertise & Qualifications
- Significant accounting and financial management expertise developed as CFO of Speedway Motorsports (1994–2023) and current Vice Chairman/Treasurer roles .
- Long-tenured governance experience with Sonic since 1997 .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A Common Stock owned (as of 2/28/2025) | 111,554 shares | Includes RSUs within 60-day vesting window where applicable |
| % of Class A outstanding | * (less than 1%) | Company notation “*” for <1% |
| RSUs convertible within 60 days | 3,862 shares (vest by earlier of day prior to annual meeting or Apr 25, 2025) | Footnote (11) vesting condition |
| Director stock ownership guidelines | 5x annual cash retainer; compliance within 5 years | All non-employee directors are in compliance or within 5-year window |
Insider Trades
| Period Searched | Result | Notes |
|---|---|---|
| 2024-01-01 to 2025-11-20 (Form 4) | None found | Queried insider-trades skill for “William R. Brooks” on SAH; no filings returned in date range (insider-trades skill run) |
Section 16(a) compliance: Company states directors/officers complied with filing requirements on a timely basis in FY2024, except one officer (Heath Byrd) with a late Form 4 for a gift; no director exceptions disclosed .
Governance Assessment
-
Strengths:
- Deep finance expertise and long tenure provide continuity and institutional knowledge .
- Attendance met the ≥75% threshold; engagement evidenced by board policies on executive sessions and annual self-evaluations .
- Director ownership guidelines (5x retainer) and anti-hedging policy align interests and reduce risk-taking misalignment .
-
Risks and RED FLAGS:
- Not independent due to affiliation with SFC; board relies on controlled company exemptions, which can weaken independent oversight .
- Multiple related-party transactions with SFC/Speedway entities (Oil-Chem, SMISC, aircraft use, NASCAR sponsorships) create ongoing conflict-of-interest exposure despite Board determinations of “no material interest” for Brooks; continued monitoring warranted .
- Lack of committee assignments limits direct oversight roles (e.g., Audit/Compensation/NCG), reducing direct accountability channels .
- Perquisites (demonstrator vehicle) in director compensation may be viewed unfavorably by some investors, though programmatically disclosed and standardized .
-
Implications:
- Investors should discount the governance independence of Brooks given SFC ties and interlocks; weigh related-party transaction magnitude and process rigor (NCG/independent director approvals, indenture fairness requirements) when assessing board effectiveness .
- Focus engagement on strengthening independent committee oversight and transparency around affiliate transactions; verify adherence to fairness tests and thresholds (e.g., >$25m and >$50m approvals/opinions) .