Corporate Governance

David Bruton Smith was elected as Chief Executive Officer of Sonic in September 2018 and Chairman of the Board in July 2022. Prior to his election as Chief Executive Officer, Mr. Smith served as Sonic’s Executive Vice Chairman and Chief Strategic Officer from March 2018 to September 2018, as Sonic’s Vice Chairman from March 2013 to March 2018 and as an Executive Vice President of Sonic from October 2008 to March 2013. He has been a director of Sonic since October 2008 and has served in Sonic’s organization since 1998. Prior to being named an Executive Vice President and a director in October 2008, Mr. Smith had served as Sonic’s Senior Vice President of Corporate Development since March 2007. Mr. Smith served as Sonic’s Vice President of Corporate Strategy from October 2005 to March 2007, and also served prior to that time as Dealer Operator and General Manager of several Sonic dealerships. Mr. Smith is also a director and an officer of Sonic Financial Corporation, the largest stockholder of Sonic, and a co-owner and director of Speedway Motorsports.

Jeff Dyke was elected to the office of President of Sonic in September 2018 and is responsible for direct oversight for all of Sonic’s retail automotive operations. In addition, Mr. Dyke has served as a director of Sonic since July 2019. Mr. Dyke served as Sonic’s Executive Vice President of Operations from October 2008 to September 2018. From March 2007 to October 2008, Mr. Dyke served as Sonic’s Division Chief Operating Officer – Southeast Division, where he oversaw retail automotive operations for the states of Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas. Mr. Dyke first joined Sonic in October 2005 as Sonic’s Vice President of Retail Strategy, a position that he held until April 2006, when he was promoted to Division Vice President – Eastern Division, a position he held from April 2006 to March 2007. Prior to joining Sonic, Mr. Dyke worked in the retail automotive industry at AutoNation, Inc. from 1996 to 2005, where he held several positions in divisional, regional and dealership management with that company.

William Belk has been a director of Sonic since March 1998 and has served as Sonic’s Lead Independent Director since August 2002. Mr. Belk is currently affiliated with Southeast Investments, N.C. Inc., a FINRA member firm headquartered in Charlotte, North Carolina. Mr. Belk's past professional experience includes serving as a North Carolina District Court Judge, serving as a partner in the investment banking firm Carolina Financial Group, Inc. and serving in the positions of Chairman and director for certain Belk stores, a retail department store chain. Mr. Belk has also previously served as a director of Monroe Hardware Co., Inc., a wholesaler of hardware materials. Mr. Belk has a JD with an LLM — Taxation and a Master’s in Business Administration. He is also a director of British West Indies Trading Company.

William Brooks has been a director of Sonic since its organization in January 1997. Mr. Brooks also served as Sonic’s initial Chief Financial Officer, Treasurer, Vice President and Secretary from January 1997 to April 1997. Since December 1994, Mr. Brooks has been the Vice President, Treasurer and Chief Financial Officer and a director of Speedway Motorsports, became Executive Vice President of Speedway Motorsports in February 2004 and became Vice Chairman in May 2008. Mr. Brooks also serves as a director and an executive officer for various operating subsidiaries of Speedway Motorsports and as a director and an officer of Sonic Financial Corporation, the largest stockholder of Sonic. Before the formation of Speedway Motorsports in December 1994, Mr. Brooks was a Vice President of Charlotte Motor Speedway and a Vice President and a director of Atlanta Motor Speedway.

John W. Harris III has been a director of Sonic since October 2014. Mr. Harris has served since September 2015 as President of Lincoln Harris, LLC (“Lincoln Harris”), a privately held corporate real estate services firm focused on commercial brokerage, construction services, development and property management. From March 2012 to September 2015, he served as Chief Operating Officer and Executive Vice President of Lincoln Harris. Prior to joining Lincoln Harris, Mr. Harris held various positions at Fortress Investment Group LLC, a global investment management firm, from August 2004 to February 2012. During his tenure at Fortress, Mr. Harris worked on assignments in Europe and the United States. Mr. Harris currently serves on the board of directors of Lincoln Harris and previously served on the board of directors of Intrawest Resorts Holdings, Inc., a public company traded on the NYSE, from January 2014 until its acquisition in July 2017.

Michael Hodge has been a director of Sonic since February 2022.  Mr. Hodge has served as Executive Vice President, Chief Accounting Officer and Assistant Treasurer of Speedway Motorsports, LLC and various subsidiaries since 2020.  Mr. Hodge has served various finance and accounting roles at Speedway Motorsports, LLC since 2006.  Mr. Hodge also serves as a Vice President and Officer of Sonic Financial Corporation, the largest stockholder of Sonic since 2016. Prior to joining Speedway Motorsports Mr. Hodge was in the audit and assurance practice of Deloitte.

Keri A. Kaiser has been a director of Sonic since July 2020. Ms. Kaiser has served as Chief Revenue Officer for Health-E Commerce, a consumer health and wellness advocate and online retailer, since May 2022. Prior to Health-E Commerce, Ms. Kaiser was the Chief Marketing Officer and Chief Experience Officer of Children’s Health System of Texas (“Children’s Health”), and as Vice President of Marketing and Communications for Children’s Health. Previously, Ms. Kaiser was the Chief Revenue Officer for the AT&T Performing Arts Center in Dallas, a co-founder of Velocity Ventures, a member of the brand management team at Frito-Lay, and was a founding member of the Strategic Management Consulting Group at Price Waterhouse.

B. Scott Smith has been a director of Sonic since July 2022. Mr. Smith is a co-owner of Speedway Motorsports and a director and an officer of Sonic Financial Corporation, the largest stockholder of Sonic. Previously, Mr. Smith served as Sonic’s Chief Executive Officer from July 2015 to September 2018, as Sonic’s President and Chief Strategic Officer from March 2007 to July 2015, and as Sonic’s Vice Chairman and Chief Strategic Officer from October 2002 to March 2007. Mr. Smith was also previously a director of Sonic from its organization in January 1997 until September 2018. Mr. Smith is the owner of Genesys Global, an international technology company that manufactures low-energy consumption commercial and industrial lighting equipment, and co-owner of Tattoo Projects, a nationally recognized boutique marketing firm specializing in all things branding, social and digital.

Marcus G. Smith has been a director of Sonic since July 2019. Mr. Smith has served as Chief Executive Officer of Speedway Motorsports since February 2015 and became a director of Speedway Motorsports in 2004. Mr. Smith continues to serve as President of Speedway Motorsports, a position he has held since May 2008. Mr. Smith previously served as Chief Operating Officer of Speedway Motorsports from May 2008 to February 2015. Prior to that, Mr. Smith had served as Executive Vice President of National Sales and Marketing for Speedway Motorsports since 2004. Previously, Mr. Smith held various management positions with Speedway Motorsports and its subsidiaries since he joined Speedway Motorsports in 1996. Smith also serves as a director and an officer of Sonic Financial Corporation, the largest stockholder of Sonic.

Mr. R. Eugene Taylor has been a director of Sonic since February 2015. Mr. Taylor has served as a director of First Horizon National Corporation (“First Horizon”), a bank holding company, since November 2017 and served as Vice Chairman of the board of directors of First Horizon until July 2020. Mr. Taylor previously served as Chairman, Chief Executive Officer and President of Capital Bank Financial Corp. (“CBFC”), a bank holding company that he co-founded, from late 2009 until its acquisition by First Horizon in November 2017. Prior to co-founding CBFC, Mr. Taylor spent 38 years at Bank of America Corporation and its predecessor companies, most recently as Vice Chairman of Bank of America and President of Global Corporate & Investment Banking. Mr. Taylor also serves as a director of DHB Capital Corp., a special purpose acquisition company listed on the Nasdaq. Mr. Taylor was previously a director of CBFC and Capital Bank, N.A., CBFC’s operating bank subsidiary, as well as Capital Bank Corporation, Green Bankshares, Inc. and TIB Financial Corp., each of which CBFC held controlling interests in prior to its merger into CBFC.