Eric Deardorff
About Eric Deardorff
Independent Class III director since 2024 (age 61 in the 2025 proxy), Audit Committee Chair and designated Audit Committee financial expert. Background includes >35 years in finance and leadership: CEO roles at Garrard, Nicole Farhi, BLK DNM, Wolsey; CFO at Waterworks; earlier experience at Ernst & Young and Boston Consulting Group; MBA from Stanford; CPA since 1986 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Garrard | Chief Executive Officer | Not disclosed | Leadership of luxury retail brand |
| Nicole Farhi | Chief Executive Officer | Not disclosed | Executive leadership |
| BLK DNM | Chief Executive Officer | Not disclosed | Executive leadership |
| Wolsey | Chief Executive Officer | Not disclosed | Executive leadership |
| Waterworks | Chief Financial Officer | Not disclosed | Financial leadership |
| Ernst & Young | External Auditor | Not disclosed | Big-4 audit experience |
| Boston Consulting Group | Consultant | Not disclosed | Strategy/FP&A/treasury/M&A exposure |
| Early-stage companies | Advisor | Since 2017 | Advisory to startups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in SHCO’s proxies |
Board Governance
- Independence: Board determined Deardorff is independent under NYSE/SEC rules; Audit Committee members meet heightened independence standards .
- Committee assignments: Audit Committee Chair; Audit Committee members in 2025 were Deardorff (Chair), Delahunt, Sasson; Audit met 5 times in FY 2024 .
- Attendance: Board held 8 meetings in FY 2024; all continuing directors other than Richard Caring and H.E. Al Mayassa attended at least 75%—Deardorff met the threshold .
- Controlled company: SHCO is a NYSE “controlled company” with ~96.5% voting power held by the Voting Group, exempting it from majority-independent board and fully independent Comp/Nominating committees (Audit remains fully independent) .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash fees earned ($) | 90,833 |
| Equity awards grant-date fair value ($) | 110,001 |
| Total ($) | 200,834 |
- Program structure: Non-employee directors receive $100,000 cash retainer; $110,000 annual RSU grant (time-based vesting at one year); $25,000 retainer per committee; Audit Chair receives an additional $50,000; additional fees may be paid for extra services. In 2024, Delahunt, Hage, Deardorff, and Jackson received additional fees of $25,000 per month for extra services .
Performance Compensation
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| Apr 30, 2024 | RSU | 19,643 | 110,001 | 100% on one-year anniversary (per director equity program) | |
| Jan 16, 2025 | RSU | 14,175 | 0 (Form 4 reports RSUs; fair value disclosed elsewhere) | 100% on Jan 16, 2026, subject to continued service |
- Metrics: Director RSUs are time-based; no disclosed performance metrics (no EPS/EBITDA/TSR-based awards for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee roles at other companies | Not disclosed |
| Interlocks | Compensation Committee interlocks disclosed for Ron Burkle; none indicated for Deardorff |
Expertise & Qualifications
- Audit Committee financial expert and financially sophisticated under SEC/NYSE standards; CPA since 1986; MBA (Stanford) .
- Deep finance and multi-industry leadership, including CEO/CFO roles and M&A/post-merger integration .
Equity Ownership
| Metric | Apr 24, 2024 | Apr 23, 2025 |
|---|---|---|
| Class A shares beneficially owned | — (none) | — (none) |
| % of Class A outstanding | * (less than 1%) | * (less than 1%) |
| RSUs outstanding (Dec 29, 2024) | 19,643 | — |
| Additional RSUs granted (Jan 16, 2025) | — | 14,175 (vest Jan 16, 2026) |
- Hedging/pledging: Company prohibits hedging and pledging without prior consent; no pledging disclosed for Deardorff. Note: Significant pledging by other directors (Nick Jones and Richard Caring) is disclosed, which is a broader governance concern .
Insider Trades
| Date | Security | Action | Quantity | Price | Vesting/Notes |
|---|---|---|---|---|---|
| Jan 16, 2025 | RSUs (Class A) | Grant (A) | 14,175 | $0 | Vests 100% on Jan 16, 2026; Form 4 filed Jan 21, 2025 |
Governance Assessment
-
Strengths
- Independent Audit Chair with designated financial expert status; Audit Committee fully independent under NYSE rules despite controlled company status .
- Attendance at least 75% in FY 2024; Audit Committee active (5 meetings) .
- Equity compensation is time-based RSUs that promote alignment; RSU awards timely reported via Form 4 .
-
Risks and red flags
- Controlled company structure with 96.5% voting power concentrated in the Voting Group reduces board independence on Compensation and Nominating/Governance committees (not Audit), increasing potential for conflicts in related-party transactions .
- Extensive related-party transactions with entities affiliated to controlling shareholders (leases, hotel management agreements, design services, receivables/fees), placing heavier reliance on Audit Committee oversight and related-party transaction policy .
- Pledging of shares by other directors (Nick Jones and Richard Caring) indicates elevated governance risk and potential misalignment; no pledging disclosed for Deardorff personally .
- Additional director service fees: Deardorff received $25,000 per month for additional services in 2024—unusual structure that warrants clarity on scope and independence safeguards .
-
Policies and investor signals
- Dodd-Frank Clawback Policy adopted; applicable to executive officers, improving accountability posture .
- As an emerging growth company, SHCO is not required to conduct say-on-pay votes, limiting direct shareholder feedback on pay practices .
Overall, Deardorff’s independent audit leadership and financial credentials are positives against a backdrop of controlled-company governance and substantial related-party dealings that heighten the importance of robust Audit Committee scrutiny -.