Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani
About Her Excellency Sheikha Al Mayassa Bint Hamad Al‑Thani
Independent Class III director of Soho House & Co Inc. since August 2020; age 42. Education includes an Executive MBA from HEC Paris in Qatar, a Master’s in Human Rights from University College London, and a bachelor’s degree from Duke University. Current external leadership includes Chairperson of Qatar Museums Authority Board of Trustees, Chairperson of Doha Film Institute (since April 2010), and Chairperson of Reach Out To Asia (since 2005). The Board classifies her as independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Doha Film Institute | Chairperson | Since Apr 2010 | Oversees film initiatives; cultural leadership relevant to SHCO’s Culture Committee |
| Reach Out To Asia | Chairperson | Since 2005 | Philanthropic leadership; governance and stakeholder engagement experience |
| Qatar Museums Authority | Chairperson, Board of Trustees | Current | National cultural policy and institutional governance oversight |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Qatar Museums Authority | Chairperson, Board of Trustees | Current | Strategic oversight of museums network; cultural sector leadership |
| Doha Film Institute | Chairperson | Since Apr 2010 | International cultural programming and partnerships |
| Reach Out To Asia | Chairperson | Since 2005 | Regional philanthropy and community programs |
Board Governance
- Board classification: Class III director; director since August 2020; age 42.
- Committee memberships: Culture Committee; Nominating and Corporate Governance Committee. Not a committee chair.
- Independence: Determined by the Board to be independent under NYSE and SEC rules.
- Attendance: In FY2024, the Board met 8 times; Sheikha Al Mayassa attended less than 75% of Board/committee meetings during her service period (explicitly noted as below the 75% threshold). This is a governance red flag for engagement.
- Controlled company context: The Voting Group holds ~96.5% of combined voting power; SHCO relies on the NYSE controlled company exemptions (Board majority independence and fully independent Compensation/Nominating committees not required). Audit Committee remains fully independent per rules. This structure can attenuate independent director influence.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | FY2024 | Standard non-employee director cash retainer |
| Committee retainers | $50,000 | FY2024 | $25,000 per committee; she serves on two committees (Culture; Nominating & Corporate Governance) |
| Total cash fees earned | $150,000 | FY2024 | Sum of base + committee retainers |
| Meeting fees | Not disclosed | — | SHCO structure does not include per-meeting fees in 2024 program |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award (for 2023 service, granted in 2024) | Jan 16, 2024 | Included in “Stock Awards” | $110,006 | One-year cliff on grant anniversary, service-based | Reported as 2024 compensation per SEC rules |
| Annual RSU award (for 2024 service, granted in 2025) | Jan 16, 2025 | 14,175 RSUs | $109,998 | One-year cliff on grant anniversary, service-based | Will be reported as 2025 compensation; not in 2024 totals |
| RSUs outstanding at 12/29/2024 | As of 12/29/2024 | 16,468 RSUs | Not separately valued in table | Service-based vesting | Director equity outstanding disclosure |
- Program design: Annual stock awards vest after one year of continued service; no director performance metrics (e.g., TSR/EBITDA) attached to director equity grants.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Qatar Museums Authority | Public sector cultural institution | Chairperson, Board of Trustees | No SHCO-related party transactions disclosed with QMA |
| Doha Film Institute | Non-profit cultural | Chairperson | No SHCO-related party transactions disclosed |
| Reach Out To Asia | Non-profit | Chairperson | No SHCO-related party transactions disclosed |
- No public company board interlocks disclosed for Sheikha Al Mayassa in SHCO’s proxy.
Expertise & Qualifications
- Education: Executive MBA (HEC Paris, Qatar); Master’s in Human Rights (UCL); Bachelor’s (Duke).
- Board qualifications: Strategic and operational experience; leadership in global culture institutions—aligned with SHCO’s Culture Committee remit.
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 55,979 | Apr 23, 2025 | <1% of outstanding Class A; voting power de minimis individually |
| Class B shares beneficially owned | — | Apr 23, 2025 | None reported |
| Percent of Class A outstanding | <1% | Apr 23, 2025 | As reflected in proxy table |
| RSUs outstanding | 16,468 | Dec 29, 2024 | Director equity awards outstanding |
| Hedging/pledging | Prohibited without prior consent (company-wide policy) | Policy | Company policy bans hedging and pledging; no pledging disclosed for her |
Governance Assessment
- Independence and expertise: Independent director with strong cultural-sector leadership; appropriate fit for Culture and Nominating & Governance committees.
- Engagement red flag: Attendance below 75% in FY2024 is a material signal for board effectiveness risk—particularly in a controlled-company context where independent oversight is already structurally constrained.
- Compensation alignment: Standard director retainer and time-based RSUs; equity grants are service-vested without performance metrics—a neutral alignment typical for U.S. boards but offers limited pay-for-performance linkage for directors.
- Conflicts/related party exposure: No related-party transactions disclosed involving Sheikha Al Mayassa; multiple related-party transactions exist with Yucaipa affiliates and other insiders, but not tied to her. Continued monitoring warranted given SHCO’s extensive insider transactions and controlled status.
- Compliance note: A late Form 4 was filed on April 11, 2025, reporting settlement of vested RSUs into shares on July 19, 2024, alongside other directors—minor administrative lapse.
RED FLAGS
- Board/committee attendance below 75% for FY2024.
- Controlled-company governance reduces independent director influence (Voting Group at ~96.5% voting power).
- Extensive related-party transactions with Yucaipa affiliates across leases and management agreements (not involving her, but elevates governance risk profile at the issuer level).
Insider Trades and Filings
| Date | Filing | Description |
|---|---|---|
| Apr 11, 2025 | Form 4 (late) | Reported settlement of vested RSUs into common shares on Jul 19, 2024 (administrative delay) |
Director Compensation Summary (FY2024)
| Component | Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 150,000 | |
| Stock awards (2023 annual award granted Jan 16, 2024) | 110,006 | |
| Total | 260,006 |
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Culture Committee | Member | Focus on inclusion, diversity, authentic local culture across operations |
| Nominating & Corporate Governance Committee | Member | Oversees governance guidelines, director evaluations, nominations |
Attendance and Board Activity (FY2024)
| Metric | Value | Notes |
|---|---|---|
| Board meetings held | 8 | FY2024 |
| Audit Committee meetings | 5 | FY2024 |
| Compensation Committee meetings | 5 | FY2024 |
| Nominating & Corporate Governance Committee meetings | 1 (+ actions by written consent) | FY2024 |
| Director attendance (Sheikha Al Mayassa) | <75% of Board/committee meetings | Governance red flag |
Related-Party Transactions Context (Issuer-Level)
- Multiple lease and management arrangements with The Yucaipa Companies and affiliates; management fee/receivable balances tied to Ned London, Ned New York, LINE and Saguaro hotels, and other properties. Not attributed to Sheikha Al Mayassa personally.
- Audit Committee oversees related-party approvals; company has a written related-party transaction policy.
Say‑on‑Pay and Shareholder Feedback
- As an emerging growth company, SHCO is not required to conduct advisory votes on executive compensation (“say‑on‑pay”).
Notes on Controlled Company Structure
- SHCO relies on NYSE controlled-company exemptions; Compensation and Nominating & Governance committees are not required to be fully independent (though Audit must be). Voting Group retains nomination rights, limiting minority shareholder impact.
Overall, Her Excellency Sheikha Al Mayassa brings cultural-sector leadership aligned with SHCO’s brand and Culture Committee. The primary governance concern in 2024 is her sub-75% attendance, which—combined with SHCO’s controlled structure and issuer-level related-party activity—dampens perceived board effectiveness and investor confidence despite her independent status.