Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On February 9, 2022, each of Victor H. Doolan and Robert Heller notified Sonic
Automotive, Inc. (the "Company") of his intention not to seek reelection to the
Company's board of directors (the "Board") at the 2022 annual meeting of the
Company's stockholders (the "2022 Annual Meeting of Stockholders"). Mr. Doolan's
and Mr. Heller's terms as members of the Board will end on the date of the 2022
Annual Meeting of Stockholders.
On February 9, 2022, the Board increased the size of the Board from eleven to
twelve directors and elected Michael Hodge, Executive Vice President, Finance
and Chief Accounting Officer of Speedway Motorsports, Inc., to the Board,
effective that day, with a term expiring at the 2022 Annual Meeting of
Stockholders. Mr. Hodge has not been named to any committees of the Board. There
are no arrangements or understandings between Mr. Hodge and any other persons
pursuant to which he was selected as a director. There are no transactions
involving the Company and Mr. Hodge that the Company would be required to
disclose pursuant to Item 404(a) of Regulation S-K. Mr. Hodge will be entitled
to receive compensation in accordance with the Company's Director Compensation
Policy for non-employee directors, a copy of which was attached as Exhibit 10.11
to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2020.
On February 9, 2022, the Compensation Committee of the Board of Directors (the
"Compensation Committee") established the parameters for determining
performance-based cash bonuses for the performance period of January 1, 2022
through December 31, 2022 (the "Performance Period") for the following executive
officers of the Company (the "Executive Officers"): Mr. O. Bruton Smith,
Executive Chairman; Mr. David Bruton Smith, Chief Executive Officer; Mr. Jeff
Dyke, President; and, Mr. Heath R. Byrd, Executive Vice President and Chief
Financial Officer. The Compensation Committee established performance
requirements consisting of achievement levels related to (1) adjusted earnings
per share goals and (2) customer satisfaction performance goals based on the
percentage of the Company's dealerships that meet or exceed specified
objectives, as reported by the respective manufacturers for such brands.
Following the completion of the Performance Period, the Compensation Committee
will evaluate the Company's achievement of the pre-established performance goals
and will determine actual bonus amounts to be paid to the Executive Officers by
no later than March 15, 2023.
Also on February 9, 2022, the Compensation Committee approved grants of
performance-based restricted stock units under the Sonic Automotive, Inc. 2012
Stock Incentive Plan to the following Executive Officers in the following
amounts: Mr. O. Bruton Smith, 55,449 units; Mr. David Bruton Smith, 75,260
units; Mr. Jeff Dyke, 42,763 units; and Mr. Heath R. Byrd, 33,330 units. These
restricted stock unit awards will not be eligible for dividend equivalents or
voting rights. As provided by the Compensation Committee, these restricted stock
units generally remain subject to forfeiture for up to three years from the date
of grant based on continuation of employment and violation of any restrictive
covenants or confidentiality provisions contained in any agreement between the
Company and the respective officer. The awards of restricted stock units are
also subject to forfeiture, in whole or in part, based on achievement of
specified measures of the Company's defined adjusted earnings per share
performance for the 2022 calendar year. Subject to the performance condition,
these awards vest in three annual installments, with 25% of the restricted stock
units vesting on March 31, 2023, 30% of the restricted stock units vesting on
February 9, 2024 and 45% of the restricted stock units vesting on February 9,
2025. Following vesting, the restricted stock units will be converted to, and
paid in the form of, an equivalent number of shares of the Company's Class A
common stock.
In addition, on February 9, 2022, the Compensation Committee approved a special
grant to Mr. Heath R. Byrd of 75,000 restricted stock units under the Sonic
Automotive, Inc. 2012 Stock Incentive Plan, which will vest on February 9, 2027
subject to Mr. Byrd's continued employment with the Company until such date. The
Compensation Committee approved the award to provide Mr. Byrd with a significant
long-term incentive intended to encourage him to continue his employment with
the Company. These restricted stock units will not be eligible for dividend
equivalents or voting rights. Following vesting, the restricted stock units will
be converted to, and paid in the form of, an equivalent number of shares of the
Company's Class A common stock.
Finally, on February 9, 2022, the Compensation Committee approved base salaries
to be retroactively effective as of January 1, 2022 for the Executive Officers
in the following amounts: Mr. O. Bruton Smith, from $200,000 to $240,000; Mr.
David Bruton Smith, from $1,113,638 to $1,336,366; Mr. Jeff Dyke, from $994,358
to $1,193,230; and Mr. Heath R. Byrd, from $775,000 to $930,000.

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