Andrew Carnie
About Andrew Carnie
Andrew Carnie, 51, is CEO and a director of Soho House & Co (SHCO). He became CEO in Nov 2022 after serving as President (Sep 2020–Nov 2022) and Chief Commercial Officer (Jun 2019–Sep 2020); previously he held senior roles at Anthropologie Group, including President (Apr 2018–Apr 2019) . Under the company’s platform during his tenure, SHCO reported ~271,500 members as of Dec 29, 2024 and expanded to 45 Houses (from 42 at end-2023), with a global waitlist exceeding 112,000 . On Aug 18, 2025, SHCO agreed to be taken private at $9.00 per share (≈83% premium to the unaffected price), with Carnie continuing as CEO and receiving EBITDA-based MIP equity tied to FY26/FY28/FY30 performance and vesting upon certain exit events .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Soho House & Co | Chief Executive Officer | Nov 2022–present | Leads global membership platform; signed definitive take-private agreement in Aug 2025 . |
| Soho House & Co | President | Sep 2020–Nov 2022 | Drove operations during membership and House expansion phases . |
| Soho House & Co | Chief Commercial Officer | Jun 2019–Sep 2020 | Commercial leadership across brands and memberships . |
| Anthropologie Group | Various roles incl. President | Nov 2013–Apr 2019 (President Apr 2018–Apr 2019) | Senior leadership in retail and consumer brand operations . |
External Roles
- None disclosed in company filings for Andrew Carnie .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base salary | $2,302,957 | $2,365,240 |
| Target bonus % of salary | 100% (per employment agreement) | 100% (per employment agreement) |
| Actual bonus paid | $2,302,957 (discretionary) | $0 (no bonuses paid to NEOs for FY 2024) |
| All other compensation | $3,826 (medical premiums, retirement) | $4,177 (medical premiums, retirement) |
Notes: SHCO is an “emerging growth company” and does not conduct advisory say‑on‑pay votes .
Performance Compensation
- Annual cash bonus structure: Discretionary, target 100% and max 200% of base salary; no FY 2024 bonus paid to named executive officers .
- Equity awards (legacy public plan): Time‑vested RSUs granted previously; no new equity grant to Carnie in FY 2024 .
MIP (post‑take‑private, subject to closing):
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2026 MIP Award (Options) | Not disclosed | Target grant date FV $7.5m | N/A (performance window through FY26) | Vests based on EBITDA achievement from Effective Time through FY26; also subject to “certain other metrics”; full vest upon change of control/IPO if goals achieved and employment through event . |
| 2028 MIP Award (Options) | Not disclosed | Target grant date FV $15m | N/A | Vests on EBITDA achievement through FY28; full vest upon change of control/IPO if goals achieved and employment through event . |
| 2030 MIP Award (Options) | Not disclosed | Target grant date FV $20m | N/A | Vests on EBITDA achievement through FY30; full vest upon change of control/IPO if goals achieved and employment through event . |
Vesting schedule insights and potential selling pressure:
- Legacy RSUs vest 25% annually on July 19, 2022–2025 , creating predictable liquidity windows around vest dates.
- Post-merger “Rollover Shares” repurchase/sale framework allows the executive to elect to sell up to 20% on each of the first five anniversaries at the greater of $9.00 or FMV, subject to terms—another structured liquidity path .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 891,566 Class A shares (1.7% of Class A outstanding as of Apr 23, 2025) . |
| Unvested RSUs at FY-end 2024 | 401,845 RSUs; market value $3,050,004 at $7.59 close on Dec 27, 2024; vest 25% p.a. on Jul 19, 2022–2025 . |
| Unvested RSUs at FY-end 2023 | 803,689 RSUs outstanding as of Dec 31, 2023; vest 25% p.a. on Jul 19, 2022–2025 . |
| Options/SARs | None disclosed for Carnie (no exercisable or unexercisable options) . |
| Hedging/pledging policy | Hedging prohibited; pledging/margin accounts prohibited without prior consent . |
| Pledging disclosure | Pledging disclosed for certain insiders (e.g., Jones and Caring), not for Carnie . |
| Ownership guidelines | Compensation Committee monitors CEO/executive officer stock ownership guideline compliance (specific multiples not disclosed) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | July 2021; base salary initially £1,100,000, subsequently increased to £1,850,000; target bonus 100% (max 200%); enhanced pension; 6‑month notice; garden leave at company election . |
| Post‑merger updates (term sheets) | Base salary to £2,000,000; notice period increased to 12 months; eligible for MIP options (see above) . |
| Clawback | Dodd‑Frank compliant clawback policy adopted; applies to incentive compensation in certain restatement scenarios . |
| Severance/CoC | Specific CEO cash severance multiples not disclosed in proxy; post‑merger, MIP options vest on change of control/IPO subject to performance and continued employment; structured repurchase/sale rights on Rollover Shares provide post‑termination liquidity mechanics . |
| Perquisites | Limited; FY 2024 “All Other Compensation” comprises medical premiums and retirement contributions ($4,177) . |
Board Governance & Service
- Board service history: Director since 2020; currently Class I director nominee slate included Carnie in 2025 .
- Committee roles: Member, Innovation, Digital and Content Committee .
- Independence and dual role: Carnie is CEO and a director (non‑independent by virtue of executive status). SHCO is a NYSE “controlled company” (Voting Group controls ~96.5% voting power) and relies on exemptions from majority‑independent board and fully independent compensation/nom‑gov committee requirements; Audit Committee remains independent as required .
- Board leadership structure: Executive Chairman (Ron Burkle) separate from CEO .
- Attendance: Board held 8 meetings in FY 2024; all continuing directors except Mr. Caring and H.E. Sheikha Al Mayassa attended ≥75% of meetings/committees during service period .
- Director compensation: Employee directors (Burkle, Caring, Jones, Carnie) receive no additional board/committee pay .
Related-Party/Governance Context (select)
- Significant related‑party leases and management/fee arrangements with affiliates of the Voting Group (e.g., Yucaipa) exist; overseen via related‑party transaction policy/Audit Committee .
- Voting Group nomination rights and multi‑class structure entrench control; automatic Class B conversion if thresholds fall below specified levels .
Investment Implications
- Pay-for-performance alignment improving post‑take‑private: legacy public plan used primarily time‑vested RSUs; the new MIP introduces multi‑year, EBITDA‑linked options with exit‑event vesting—tightening alignment of upside with operational performance and liquidity events .
- Insider selling pressure windows: predictable July 19 RSU vesting cadence (through 2025) and the five‑year 20% annual Rollover Share sale option at ≥$9.00 create structured liquidity opportunities that can influence supply/demand around those dates .
- Retention risk mitigants: elevated post‑merger base salary (£2.0m) and 12‑month notice period, plus sizable, performance‑based MIP grants and exit‑event vesting support retention through multi‑year value creation cycles .
- Governance risk remains elevated: SHCO’s “controlled company” status and extensive related‑party dealings require continued independent audit oversight; absence of say‑on‑pay and committee independence exemptions persist, though Audit Committee remains independent as required .
- Execution track record: expansion to 45 Houses and ~271.5k members by end‑2024, with a large waitlist (~112k), underscores platform demand; however, the company reported net losses and identified internal control weaknesses, increasing the importance of EBITDA discipline embedded in the MIP .