Ben Nwaeke
About Ben Nwaeke
Chief Legal Officer and Corporate Secretary at Soho House & Co Inc. (SHCO), responsible for all legal affairs and corporate governance, and signatory of the Company’s 2025 and 2024 proxy statements . Career background includes private equity/M&A at Latham & Watkins, with prior training roles at Allen & Overy and Linklaters; education includes an LLB (University of Manchester) and legal practice course (The College of Law) . As CLO, he played an active role advising the Board during the 2025 take‑private process, including DGCL guidance and serving as transaction contact for Company notices . SHCO is a “controlled company” with concentrated voting power, creating governance dynamics he must manage in his secretary role .
Performance framing for his tenure:
- Company-wide executive pay architecture emphasizes at-risk pay (annual bonus opportunities, equity awards) and a Dodd-Frank/NYSE-compliant clawback; the company paid no bonuses to NEOs for FY2024, reflecting rigor in pay-for-performance .
- Prohibitions on hedging and pledging (without prior consent) and an insider trading policy govern all officers and directors .
- As an EGC, SHCO does not hold say‑on‑pay votes and provides scaled disclosure—limiting visibility into non‑NEO compensation (including CLO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soho House & Co Inc. | Chief Legal Officer; Corporate Secretary | 2016–present | Oversees global legal/compliance and corporate governance; advised Board on DGCL amendments during take‑private; company contact for transaction notices . |
| Latham & Watkins | Counsel; previously Associate (PE/M&A) | 2006–2016 | Led complex cross‑border transactions; foundational experience for SHCO strategic M&A and governance . |
| Allen & Overy; Linklaters | Trainee Solicitor; Corporate Paralegal | 2004–2006 (A&O); 2004 (Linklaters) | Early training in top‑tier corporate practice, building legal fundamentals for in‑house leadership . |
External Roles
No public company directorships or external committee roles disclosed in SHCO filings; none identified in public company profiles. SHCO’s 10‑K/DEF 14A list executive officers and directors but do not include Nwaeke as a director .
Fixed Compensation
| Component | Latest Disclosure | Notes |
|---|---|---|
| Base Salary | Not disclosed (not an NEO) | SHCO is an EGC and provides scaled disclosure limited to named executive officers (CEO, COO, Founder in 2024 proxy). CLO compensation is not itemized . |
| Benefits/Perquisites | Not disclosed | Company discloses general policies for executives but perquisites are provided only for NEOs (e.g., relocation/benefits for COO); none specific to CLO . |
Performance Compensation
| Metric/Instrument | Targeting/Design | Actual/Payout | Vesting/Terms |
|---|---|---|---|
| Annual Cash Bonus | For NEOs, target 100% of base; discretionary scheme with qualitative assessment; maximum 200% . Application to CLO not disclosed. | NEOs received no FY2024 bonuses, reflecting pay-for-performance discipline . | Typically annual determination; continued employment required for payout (per NEO agreements) . |
| Equity (RSUs/PSUs/Options) | SHCO issues RSUs broadly; SARs used selectively (e.g., COO); 2021 Equity & Incentive Plan governs . CLO awards not disclosed. | Not disclosed for CLO. | RSUs commonly vest in tranches over 3–4 years (see NEO examples); SARs with set strike and vesting dates (for COO) . |
| Clawback | Dodd‑Frank‑compliant clawback in place; applies to “certain current or former executive officers,” encompassing the CLO role . | N/A | Applies upon certain accounting restatements; recovery of incentive compensation per policy . |
Governance controls that shape incentives and trading risk: prohibition on hedging and pledging (without prior consent), plus insider trading policy with clearance procedures, apply to officers and directors, mitigating misalignment/hedging risks .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership | Not listed among directors/NEOs in Security Ownership table; no shares disclosed for CLO . |
| Vested vs Unvested | Not disclosed (CLO not in Outstanding Equity Awards table) . |
| Pledging/Hedging | Officers, directors, and employees prohibited from hedging; pledging/margin requires prior consent—policy mitigates misalignment risk . |
| Ownership Guidelines | Compensation Committee monitors compliance with ownership guidelines for CEO and other executive officers; specific multiples and CLO compliance not disclosed . |
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment Agreement | Not disclosed for CLO in proxy/10‑K. | NEOs are on UK law agreements with notice/garden leave and restrictive covenants; avoids extrapolating to CLO without disclosure . |
| Severance/CoC | Company-wide clawback in place; NEO severance terms disclosed (e.g., CEO/COO), but not for CLO . | |
| Non‑Compete/Non‑Solicit | NEO agreements contain 12‑month post‑termination non‑compete/non‑solicit under UK law; no specific CLO agreement disclosed . | |
| Insider Trading | Adopted insider trading policy for officers/directors/employees; clearance and blackout norms apply . |
Investment Implications
- Alignment and trading pressure: Lack of reported beneficial ownership or Form 4 activity for the CLO reduces visibility into personal equity alignment or potential insider selling pressure. Hedging is prohibited and pledging requires prior consent, which mitigates misalignment and forced‑sale risk .
- Pay-for-performance oversight: The zero bonus outcome for NEOs in 2024 suggests tight performance gating; the company maintains a Dodd-Frank clawback that applies to executive officers including the CLO, improving downside accountability for incentive payouts .
- Retention and governance risk: As an EGC and a controlled company, SHCO provides scaled compensation disclosure and relies on concentrated voting control, increasing the burden on the CLO/Corporate Secretary to maintain governance rigor amid reduced external checks . His central role in the 2025 take‑private process underscores execution importance to transaction closing and regulatory compliance timelines .
- Data gaps: With no specific disclosure of the CLO’s cash/equity awards, severance/CoC protections, or ownership levels, investors should focus on firmwide governance controls (clawback, anti‑hedging/pledging, insider trading policy), compensation committee practices, and any future filings that elevate the CLO to NEO status for fuller transparency .
Sources: SHCO 2025 DEF 14A (governance, comp framework, equity plan, ownership) ; SHCO 2025 10‑K (executive officers; governance context) ; 2024 10‑K (business, risk, governance) ; SEC PREM 14A (take‑private process; CLO role and notices) ; Yahoo Finance company profile (CLO & Corporate Secretary listing) ; RocketReach (career/education background) .