Dasha Zhukova
About Dasha Zhukova
Dasha Zhukova, 43, has served on Soho House & Co Inc.’s board since 2021 and is currently standing for election as a Class II director to rebalance board classes. She is the owner and managing member of RAY LLC (incorporated 2019), founded Garage Museum of Contemporary Art (2008) and Garage Magazine (2011), and holds degrees from UC Santa Barbara (Slavic Studies and Literature) and an MA in Art History from NYU Gallatin; she serves on the Boards of Trustees of LACMA and The Metropolitan Museum of Art .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RAY LLC (architectural design firm) | Owner & Managing Member | Since 2019 | Architectural/design leadership |
| Garage Museum of Contemporary Art | Founder | Since 2008 | Contemporary art institution founder |
| Garage Magazine | Founder | Since 2011 | Publishing and production leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles County Museum of Art (LACMA) | Board of Trustees | Current | Trustee |
| The Metropolitan Museum of Art | Board of Trustees | Current | Trustee |
Board Governance
- Independent director under NYSE and SEC rules; Board affirmed her independence alongside other independent directors .
- Committee assignment: Culture Committee (not Chair). The Culture Committee oversees authenticity in local hospitality, art/design, and employee culture, including diversity and inclusion goals .
- Attendance/engagement: The Board met 8 times in FY2024; each continuing director other than Mr. Caring and H.E. Al Mayassa attended at least 75% of meetings and relevant committees—this implies Zhukova met the attendance threshold .
- Class/tenure: Standing for election as Class II director in 2025 to rebalance classes; director since 2021 .
- Governance context: SHCO is a “controlled company”; the Voting Group holds ~96.5% of combined voting power, which affects board/committee independence requirements (Audit must remain independent; other committees may rely on controlled company exemptions) .
- Compliance note: One late Form 4 was filed on April 11, 2025 for Zhukova reporting settlement of vested RSUs on July 19, 2024 .
Fixed Compensation
Program design for non‑employee directors: $100,000 annual cash retainer; $25,000 per committee membership; Audit Chair $50,000; annual RSU grant with target value ~$110,000, vesting one year from grant date .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $125,000 | $125,000 |
| Stock awards ($) included in year’s comp | — (2023 RSU granted Jan 16, 2024 and excluded from 2023 comp) | $110,006 |
| Total ($) | $125,000 | $235,006 |
Notes:
- 2023 annual RSU award was granted on Jan 16, 2024 (16,468 shares; grant-date fair value $108,689) and is reported as 2024 compensation per SEC rules .
- 2024 annual RSU award was granted on Jan 16, 2025 (14,175 shares; grant-date fair value $109,998) and will be reported in 2025 compensation .
Performance Compensation
Directors do not have performance-based compensation metrics (no EPS/TSR/EBITDA targets disclosed for director pay) .
| Performance Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| None disclosed for directors | — | — | — |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles |
|---|---|---|---|
| LACMA | Non-profit | Trustee | Not disclosed |
| The Metropolitan Museum of Art | Non-profit | Trustee | Not disclosed |
- No public company directorships or disclosed interlocks with SHCO competitors/suppliers/customers for Zhukova .
Expertise & Qualifications
- Architecture/design and creative production leadership via RAY LLC and Garage brands .
- Arts governance experience at LACMA and the Met Museum .
- Academic credentials in Slavic Studies/Literature (UC Santa Barbara) and Art History (NYU Gallatin) .
- Skill fit: Strong alignment with Culture Committee mandate across art/design and member experience .
Equity Ownership
| Ownership Item | Amount/Detail |
|---|---|
| Beneficial ownership (Class A shares) | 55,979 (<1% of Class A outstanding) |
| RSUs outstanding (as of Dec 29, 2024) | 16,468 RSUs |
| 2023 RSU grant (granted Jan 16, 2024) | 16,468 shares; grant-date fair value $108,689; vests on one-year anniversary |
| 2024 RSU grant (granted Jan 16, 2025) | 14,175 shares; grant-date fair value $109,998; vests on one-year anniversary |
| Hedging/pledging policy | Company prohibits hedging; pledging requires prior consent |
| Pledges | No pledges disclosed for Zhukova (pledges noted for other directors Jones/Caring) |
Governance Assessment
- Strengths: Independent director with high arts/design credentials fitting Culture Committee scope; attendance at least 75% in FY2024; standard director compensation with balanced cash/short-vest RSUs aiding ownership alignment .
- Risks/constraints: Controlled company structure concentrates voting power in the Voting Group, potentially limiting independent influence over board/committee composition and nominations; not a Zhukova-specific issue but relevant to overall governance effectiveness .
- Compensation alignment: Director equity awards are time-based RSUs vesting in one year; no performance conditions disclosed for director pay, limiting pay-for-performance signaling at the board level .
- Compliance: Minor issue—late Form 4 filing in April 2025 for RSU settlement; administrative rather than substantive red flag .
RED FLAGS:
- Controlled company dominance (96.5% voting power) reduces minority investor influence and may impact board independence over time .
- No performance-based metrics tied to director compensation; alignment relies on short-vest RSUs rather than outcomes .
Overall, there are no disclosed related‑party transactions, pledges, or conflicts tied to Zhukova. Her expertise is additive to SHCO’s Culture Committee, with clean independence status and standard director compensation/ownership profile .