Joe Hage

About Joe Hage

Joe Hage (age 62) is an independent Class III director of Soho House & Co Inc. (SHCO) and Chair of the Nominating & Corporate Governance Committee; he joined the Board in April 2020 and also serves on the Compensation Committee . He is Managing Partner of the law firm Joseph Hage Aaronson (since March 2013), a qualified chartered accountant (PricewaterhouseCoopers), and founder of HENI Group; he holds a BA in Philosophy from the University of York and pursued postgraduate research at the University of Cambridge . The Board has affirmatively determined he is independent under NYSE and SEC rules .

Past Roles

External Roles

The proxy does not list any other current public company directorships for Mr. Hage .

Board Governance

• Independence: Board determined Mr. Hage is independent under NYSE/SEC standards .
• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
• Attendance: In FY2024 the Board met 8 times, and all continuing directors other than Mr. Caring and H.E. Sheikha Al Mayassa attended ≥75% of meetings; this implies Mr. Hage met the ≥75% threshold .
• Committee activity (FY2024): Audit met 5x; Compensation met 5x; Nominating & Corporate Governance met once (plus actions by written consent) .
• Risk oversight: Nominating & Corporate Governance oversees ESG/DEI risks; Compensation oversees compensation risk; Audit oversees financial risk and related-party approvals .
• Stockholder agreement context: A Voting Group retains director designation rights at various ownership thresholds, shaping overall board composition and independence dynamics .

Fixed Compensation

Program structure (non-employee directors, FY2024):

• Cash retainer: $100,000 .
• Committee member retainer: +$25,000 per committee; Audit Chair +$50,000 .
• Additional fees: From time to time for additional Board services; in 2024, Mr. Hage (among others) received $25,000 per month in additional fees for such services .
• In-kind: Occasional rooms/food & beverage at Houses .

Performance Compensation

• Equity instrument: Restricted Stock Units (RSUs), time-based vesting; annual target value $110,000, scheduled to vest on the one-year anniversary of grant, subject to continued service .
• 2023 annual award timing: Granted Jan 16, 2024; reported as 2024 compensation .
• 2024 annual award timing: Granted Jan 16, 2025; excluded from 2024 table, to be reported as 2025 compensation .

No stock options or performance-based equity reported for directors; RSUs are time-based, with no disclosed revenue/EBITDA/TSR performance metrics .

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Hage beyond SHCO .
• Compensation Committee interlocks: “Except for Ron Burkle, none of the members of the Compensation Committee… had interlocking relationships” (Hage is a member; no interlocks) .

Expertise & Qualifications

• Legal expertise (Managing Partner, JHA) and chartered accounting background (PwC) position Hage to chair governance and contribute to compensation oversight .
• Digital/media and cultural brand experience (HENI; Palm NFT Studios) aligns with SHCO’s member experience and content ambitions .
• Independent status and governance chair role reinforce board oversight credibility .

Equity Ownership

Policy alignment:

• Hedging/pledging of Company securities is prohibited without prior consent; applies to directors .

Section 16 compliance:

• One late Form 4 filed on Apr 11, 2025 (including Mr. Hage) for settlement of vested RSUs on Jul 19, 2024 .

Director Compensation (Context and Trend)

Program evolution:

• Annual equity target increased from $100,000 (FY2022) to $110,000 (FY2024) .
• 2024 additional monthly fees ($25,000/month) for certain directors, including Hage, for additional Board services (contributed to higher cash vs. 2022) .

Governance Assessment

• Strengths:

  • Independent director; Chair of Nominating & Corporate Governance; member of Compensation—positions him to influence director selection, ESG oversight, and pay practices .
  • Attendance threshold met (≥75% in FY2024); stable tenure since 2020 supports continuity .
  • Time-based equity grants and prohibition on hedging/pledging reinforce alignment and prudent risk posture for directors .

• Watch items / RED FLAGS:

  • Additional monthly fees of $25,000 for “additional services” paid in 2024 to several directors, including Hage—unusual for non-employee directors and may raise questions about scope of services and independence; investors may seek clarity on nature/duration/outcomes of these services .
  • Concentrated control and director designation rights under the Voting Group Stockholders’ Agreement could limit minority stockholder influence on board composition and independence (structural governance risk) .
  • Late Section 16 reporting (administrative) noted for settlement of RSUs; low severity, but suggests process rigor can be strengthened .

• Net view:

  • Hage brings complementary legal/accounting and digital media experience to SHCO’s governance. Independence, committee leadership, and equity-based pay support investor confidence; however, the 2024 additional-fee arrangement warrants disclosure granularity and ongoing monitoring for potential independence or conflict perceptions .