Benjamin S. Carson, Sr.
SinclairAbout Benjamin S. Carson, Sr.
Dr. Benjamin S. Carson, Sr. (age 73) is an independent director of Sinclair, Inc. (SBGI), serving since June 2022. He was the 17th U.S. Secretary of Housing and Urban Development (2017–2021) and previously had a distinguished medical career at Johns Hopkins, including Director of Pediatric Neurosurgery (1984–2013) and Professor of Neurological Surgery, Oncology, Plastic Surgery, and Pediatrics (1999–2013). He currently serves on the public company boards of D.R. Horton, Inc., Covenant Logistics Group, Inc., and Galectin Therapeutics, Inc., and previously served on the boards of Costco Wholesale Corporation and Kellogg Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Housing and Urban Development | Secretary (17th) | 2017–2021 | Led collaboration across eight agencies to establish the White House Council on Eliminating Regulatory Barriers to Affordable Housing . |
| Johns Hopkins Medical Institutions | Director, Division of Pediatric Neurosurgery | 1984–2013 | Led division; performed thousands of surgeries . |
| Johns Hopkins Medical Institutions | Professor (Neurosurgery, Oncology, Plastic Surgery, Pediatrics) | 1999–2013 | Academic leadership and clinical expertise . |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| D.R. Horton, Inc. | Director | Current | Not disclosed in SBGI proxy . |
| Covenant Logistics Group, Inc. | Director | Current | Not disclosed in SBGI proxy . |
| Galectin Therapeutics, Inc. | Director | Current | Not disclosed in SBGI proxy . |
| Costco Wholesale Corporation | Director | Former | Not disclosed in SBGI proxy . |
| Kellogg Company | Director | Former | Not disclosed in SBGI proxy . |
Board Governance
- Independence: The Board determined Dr. Carson is independent under Nasdaq listing standards .
- Committee assignments: Audit Committee member (Chair: Laurie R. Beyer). All Audit members are financially literate; the committee met four times in 2024 .
- Attendance and engagement: In 2024, the Board held eight meetings; all directors attended at least 75% of Board and applicable committee meetings. At the June 11, 2024 annual meeting, all directors except Ms. Beyer (absent) and Messrs. R. Smith, H. Friedman, and D. Keith (telephonic) attended in person—implying Dr. Carson attended in person .
- Board structure: Sinclair is a Controlled Company (Smith family controls >50% voting power). No Lead Independent Director; independent directors preside over special committee meetings .
- Related person transaction controls: Audit Committee approves/ratifies related-person transactions per the company policy .
Fixed Compensation
| Year | Cash Fees (USD) | Equity Grant | Equity Detail | Total (USD) |
|---|---|---|---|---|
| 2024 | $66,500 | $230,820 | 18,943 unrestricted Class A shares granted 6/11/2024 at $12.19/share | $297,320 |
- Director fee program reference: Non-employee directors receive a $35,000 annual retainer; meeting fees of $2,000 (Board), $2,500 (Audit), $1,500 (Compensation, Nominating & Governance, Regulatory, Cybersecurity); committee chair retainers of $7,500 (Audit) and $6,000 (Compensation; Nominating & Governance). Each non-employee director receives an annual unrestricted Class A share grant upon (re)election at the annual meeting .
Performance Compensation
| Component | Structure | Metrics/Targets | Outcome |
|---|---|---|---|
| Performance-based director pay | None disclosed | N/A | Non-employee directors receive unrestricted stock upon (re)election; no performance-vesting metrics disclosed . |
Other Directorships & Interlocks
- Current public boards: D.R. Horton, Covenant Logistics Group, Galectin Therapeutics .
- Prior public boards: Costco Wholesale, Kellogg .
- Interlocks/comp committee interlocks: None disclosed; Compensation Committee members were not company officers (no insider participation) .
Expertise & Qualifications
- Public policy and housing regulation expertise from service as HUD Secretary and cross-agency regulatory coordination experience .
- Extensive medical and academic leadership experience at Johns Hopkins, indicating operational and organizational leadership .
- Financial literacy: Audit Committee member; Board determined all Audit Committee members are financially literate under Nasdaq rules .
- Broad public company board experience across multiple industries .
Equity Ownership
| Date / Source | Beneficial Ownership (Class A Shares) | Notes |
|---|---|---|
| March 17, 2025 (Proxy record date) | 42,481 | As reported in Security Ownership table . |
| June 6, 2025 (Form 4) | +18,084 acquired | Annual director stock grant; transaction code “A” (award) . |
| Post-transaction holdings (Form 4) | 60,565 | Shares directly owned after 6/6/2025 award . |
- Pledging/hedging: Company policy prohibits hedging but permits pledging/margin loans; no pledging is noted for Dr. Carson in the beneficial ownership table .
- Section 16(a) compliance: The proxy notes Dr. Carson (and certain other directors) filed late Form 4s for June 2024 director grants (due June 13, 2024; filed July 9, 2024) .
Governance Assessment
- Strengths: Independent director on a fully independent Audit Committee; financially literate; at least 75% attendance; in-person attendance at 2024 annual meeting; significant cross-industry board experience supporting risk oversight and governance effectiveness .
- Alignment: Director pay mix combines cash plus annual equity in unrestricted stock—providing baseline alignment via share ownership, though without performance conditions typical for executives (appropriate for non-employee directors) .
- Concerns/Red flags:
- Controlled Company structure (Smith family voting control) and absence of a Lead Independent Director may constrain independent board influence, a potential governance discount for minority investors .
- Section 16(a) delinquency: late Form 4 in 2024 for director stock grant; typically a procedural issue but a minor compliance blemish .
- Related-party environment: Extensive related-person disclosures largely involve Smith family; no related-party transactions disclosed for Dr. Carson specifically; oversight resides with independent Audit Committee under a formal policy .
- Net view: Dr. Carson’s independence, Audit Committee service, attendance, and breadth of external board experience are supportive for investor confidence; company-level control dynamics and the noted filing delay are modest governance headwinds to monitor .