Ben Schwerin
About Ben Schwerin
Independent Class II director of Soho House & Co Inc. (SHCO) since 2021; age 45; serves on the Nominating & Corporate Governance Committee and the Innovation, Digital and Content Committee. General Partner at Coatue Ventures since April 2023; previously Senior Vice President, Content & Partnerships at Snap, Inc. (2015–March 2023). BA in Psychology from Cornell University. The Board has determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snap, Inc. | SVP, Content & Partnerships | Jan 2015–Mar 2023 | Led global media/entertainment, sports, tech, and telco partnerships |
| Fenway Strategies (communications) | Co‑founder | Prior to Snap (not dated in filing) | Strategic communications (per company site) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Coatue Ventures | General Partner | Apr 2023 | Technology investor; relevant digital expertise for SHCO’s Innovation, Digital and Content mandate |
| Other public company boards | — | — | None disclosed in SHCO filings/biography |
Board Governance
- Committees: Nominating & Corporate Governance; Innovation, Digital and Content; not a committee chair. Class II term expiring at the 2026 annual meeting.
- Independence: Board determined Schwerin is independent.
- Attendance: In FY2024, each continuing director other than Mr. Caring and H.E. Sheikha Al Mayassa attended ≥75% of Board/committee meetings; implies Schwerin met the ≥75% threshold.
- Committee activity (FY2024): Audit (5 meetings), Compensation (5), Nominating & Corporate Governance (1, plus action by written consent).
- Controlled company: SHCO relies on NYSE “controlled company” exemptions; Board need not be majority independent; Compensation and Nominating committees need not be entirely independent (Audit must be). Governance power concentrated with Voting Group (~96.5% combined voting power).
- Innovation, Digital and Content Committee remit: directs digital communication/experience strategy across membership platforms.
Fixed Compensation
| Component | Policy/Structure | FY2024 Actual (Schwerin) |
|---|---|---|
| Cash retainer | $100,000 annual cash retainer for non‑employee directors | Included in cash below |
| Committee member fees | $25,000 per board committee; Audit Chair +$50,000 | Member of 2 committees → $50,000; Cash total $150,000 |
| Other fees | Board may pay additional fees for extra services (paid to certain other directors in 2024) | None noted for Schwerin |
| Director | Fees earned or paid in cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ben Schwerin (FY2024) | 150,000 | 110,006 | 260,006 |
Notes:
- Annual director equity award vests one year from grant, subject to continued service.
- 2024 annual award was granted Jan 16, 2025 (excluded from FY2024 table by SEC convention).
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs (2023 annual award, reported as 2024 comp) | Jan 16, 2024 | 16,468 (outstanding as of Dec 29, 2024) | $110,006 | Time‑based; vests on 1‑year anniversary (no performance metrics) |
| RSUs (2024 annual award, reported as 2025 comp) | Jan 16, 2025 | 14,175 | $109,998 | Time‑based; vests on 1‑year anniversary (no performance metrics) |
- Performance metrics: None disclosed for director equity; awards are service‑based only.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | Public company | — | SHCO filings/biography list no other public company boards for Schwerin. |
- Environmental context: SHCO is a controlled company with extensive related‑party transactions primarily tied to The Yucaipa Companies and affiliates; no disclosures identify Schwerin as a related party to these transactions.
Expertise & Qualifications
- Technology, digital partnerships, and content distribution expertise from Snap; venture investing at Coatue aligns with SHCO’s digital/member experience agenda.
- Education: BA, Cornell University (Psychology).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 55,979 shares; <1% of Class A outstanding (as of Apr 23, 2025) |
| RSUs outstanding | 16,468 RSUs outstanding as of Dec 29, 2024 |
| 2024 annual RSU grant | 14,175 RSUs granted Jan 16, 2025; vests in 1 year |
| Hedging/pledging | Company prohibits hedging and pledging absent prior consent; no pledging disclosed for Schwerin (pledging disclosed for Nick Jones and Richard Caring only) |
Insider Trades (Form 4 signals)
| Event | Event Date | Filing Date | Note |
|---|---|---|---|
| Settlement of vested RSUs into shares | Jul 19, 2024 | Apr 11, 2025 (late) | Company disclosed one late Form 4 for several directors, including Ben Schwerin, reporting RSU settlement; number of shares not specified in proxy. |
Governance Assessment
- Positives: Independent director with strong digital/media partnerships background; active engagement (≥75% attendance in FY2024); relevant committee assignments (Nominating & Corporate Governance; Innovation, Digital and Content). Compensation mix is typical and equity is time‑based, aligning directors with shareholders.
- Watch items: Controlled company structure concentrates voting power (~96.5%) and permits reduced independence requirements for certain committees; extensive related‑party transactions with controlling shareholders create a governance overhang (though none involve Schwerin). Minor compliance lapse noted via a late Form 4 filing in April 2025 for a July 2024 RSU settlement.
- Alignment: Beneficial ownership is modest (<1%); ongoing annual RSU awards vest with continued service; company prohibits hedging/pledging absent consent; no pledging by Schwerin disclosed.
RED FLAGS
- Controlled company relying on NYSE exemptions; board/committee independence standards reduced relative to non‑controlled issuers.
- Significant related‑party dealings with affiliates of controlling holders (not linked to Schwerin).
- Late Form 4 (administrative) for RSU settlement filing in 2025.