Andrew Sasson

About Andrew Sasson

Andrew Sasson is a lifestyle hospitality operator with 35+ years of experience building, developing, and operating over 60 restaurants, nightclubs, bars, and hotels across Europe and North America; he co-founded Clique Hospitality in 2015 and consults for gaming hospitality companies in Las Vegas . He is 55, has served on SHCO’s board since 2023, is classified as an independent director under NYSE and SEC rules, and currently serves on the Audit Committee (not as chair) . In FY2024, the Board held 8 meetings and the Audit Committee met 5 times; each continuing director other than Mr. Caring and H.E. Sheikha Al Mayassa attended at least 75% of their meetings, indicating Sasson met SHCO’s attendance threshold .

Past Roles

External Roles

• No other public company directorships or committee roles are disclosed for Sasson in SHCO’s proxy biographies .

Board Governance

• Committee assignments: Audit Committee member; the committee’s functions include oversight of financial statements, auditor independence, internal controls, legal/regulatory compliance, and whistleblower procedures . The FY2024 Audit Committee report lists Sasson as a signatory member (Chair: Eric Deardorff; Members: Alice Delahunt, Andrew Sasson) .
• Independence: The Board determined Sasson is independent under SEC and NYSE rules; he also meets the heightened independence standards for Audit Committee members .
• Attendance and engagement: In FY2024 the Board met 8 times and the Audit Committee 5 times; all continuing directors other than Mr. Caring and H.E. Sheikha Al Mayassa attended ≥75% of their meetings, implying Sasson met SHCO’s attendance standard .
• Governance environment context: The “Voting Group” (founder/insiders) controls ~96.5% of total voting power via Class B shares (10 votes/share), which can limit minority investor influence; while not specific to Sasson, it shapes board effectiveness dynamics and investor confidence .

Fixed Compensation

Policy (non-employee directors):

• $100,000 annual cash retainer; $110,000 target annual stock award (RSUs), vesting on the one-year anniversary; +$25,000 per committee membership; Audit Chair +$50,000; ad hoc service fees may be paid (in 2024 to Delahunt, Hage, Deardorff, Jackson at $25,000/month) .

Sasson – reported compensation:

Notes:

• The 2024 annual stock award was granted Jan 16, 2025 (14,175 RSUs; grant date fair value $109,998) and will be reported as 2025 compensation per SEC rules .
• As of Dec 29, 2024, Sasson had RSUs outstanding with respect to 16,468 shares .

Performance Compensation

Director equity awards are time-based RSUs (no performance metrics); annual grants vest on the one-year anniversary of grant, contingent on continued service .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Sasson .
• Interlocks/conflicts: SHCO discloses numerous related-party arrangements with controlling shareholders and affiliates; none involve Sasson. Appointment 8-K states no related-party transactions for Sasson under Item 404(a) and no family relationships with executives/directors .

Expertise & Qualifications

• Deep hospitality operating expertise (60+ venues; Europe/North America) and co-founder/operator experience at Clique Hospitality (24+ venues) .
• Audit Committee member; all members meet NYSE financial literacy requirements (Audit Chair Deardorff designated “financial expert”) .
• Independent director with experience consulting to gaming hospitality companies in Las Vegas .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and Audit Committee service; meets heightened audit independence and financial literacy standards; signed the Audit Committee report recommending inclusion of audited financials in the 10-K .
  • Attendance threshold met in FY2024; active on a key oversight committee (Audit met 5x) .
  • No related-party transactions disclosed for Sasson; standard indemnification agreement entered upon appointment .
  • Director pay structure mixes cash with equity; RSUs vest time-based over one year, aligning with shareholder value without complex metrics .

• Watch items

  • Company governance control concentrated: Voting Group controls ~96.5% voting power via Class B; while not specific to Sasson, this reduces minority shareholder influence on director elections and oversight .
  • Sector overlap: Sasson consults for gaming hospitality companies in Las Vegas; no related-party transactions disclosed, but monitor for any future dealings or contracts involving SHCO in overlapping geographies/partners .

• Compensation structure signals

  • Director cash retainer ($100k) and equity target ($110k) are standard; additional committee fees are formulaic; Sasson did not receive the extra monthly service fees some directors received in 2024, limiting discretionary elements in his compensation .
  • Year-over-year: Sasson’s 2023 cash reflects partial-year service (appointed in Nov 2023), and 2024 reflects a full year plus equity under the standard program .

• Compliance and policies

  • Insider trading policy and prohibition on hedging/pledging support alignment; no Section 16(a) delinquencies noted for Sasson (late Form 4s were disclosed for other directors) .

RED FLAGS: None specific to Sasson disclosed (no related-party transactions, no attendance shortfall, no pay anomalies for 2024) . Broader governance risk stems from SHCO’s concentrated voting control, which can limit the practical effect of independent director oversight .