Mark Ein
About Mark Ein
Independent Class II director at Soho House & Co Inc. since 2018; age 60. Founder, chairman and CEO of Capitol Investment Corp (private equity/blank-check vehicles) and Leland Investment Co.; prior roles at The Carlyle Group, Brentwood Associates, and Goldman Sachs. Education: BS in Economics (University of Pennsylvania) and MBA (Harvard Business School). Current external board roles include Chairman of Lindblad Expeditions Holdings, Inc., Chairman of Kastle Systems, and director at Custom Truck One Source; active in civic and sports/media ventures (Washington Commanders NFL team; MDE Sports owning DC Open tennis tournament, Washington Justice esports, Washington City Paper) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Investment professional (earlier career) | — | Finance/PE experience |
| Brentwood Associates | Investment professional (earlier career) | — | Finance/PE experience |
| Goldman, Sachs & Co. | Investment professional (earlier career) | — | Capital markets exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindblad Expeditions Holdings, Inc. | Chairman of the Board | — | Board leadership |
| Kastle Systems | Chairman of the Board | — | Board leadership |
| Custom Truck One Source | Director | — | Governance oversight |
| Washington Commanders; MDE Sports (DC Open; Washington Justice; Washington City Paper) | Leadership/Owner | — | Community and sports/media engagement |
Board Governance
- Committee assignments:
- Audit Committee Chair through FY2023; stepped down April 24, 2024 when Eric Deardorff became Chair .
- No current committee listed for Ein in 2025 director matrix .
- Independence: Board determined Ein is independent under NYSE and SEC rules (2024 and 2025 proxies) .
- Attendance: In FY2024 the Board met 8 times; each continuing director other than Richard Caring and Sheikha Al Mayassa attended at least 75% of Board and committee meetings, which includes Ein . In FY2023 the Board met 6 times; each continuing director other than Caring attended at least 75% .
- Committee activity (FY2024): Audit met 5 times; Compensation met 5; Nominating & Corporate Governance met once .
- Director since August 2018 .
Fixed Compensation
Program structure for non‑employee directors:
- Annual cash retainer: $100,000 .
- Committee membership retainer: $25,000 per committee; Audit Committee chair receives $50,000 .
- Additional services fees: From time to time; in 2024, additional $25,000 per month paid to Delahunt, Hage, Deardorff, Jackson (not Ein) .
- In‑kind perquisites: Rooms, food and beverages from Houses may be provided .
Ein’s disclosed cash compensation:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 150,000 | 128,333 |
| Total ($) | 150,000 | 238,339 |
Notes:
- 2023 stock award was granted on January 16, 2024 and is excluded from FY2023 compensation per SEC rules .
- 2024 annual stock award was granted on January 16, 2025 and excluded from FY2024 compensation per SEC rules; it will be reported in FY2025 .
Performance Compensation
Time‑vested RSU awards (no performance metrics disclosed for directors):
| Award Year | Grant Date | RSU Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2023 annual director grant | Jan 16, 2024 | 16,468 | 108,689 | Vests on 1‑year anniversary, subject to continued service |
| 2024 annual director grant | Jan 16, 2025 | 14,175 | 109,998 | Vests on 1‑year anniversary, subject to continued service |
Other Directorships & Interlocks
| Company | Relationship to SHCO | Potential Interlock/Conflict Indicator |
|---|---|---|
| Lindblad Expeditions Holdings, Inc. | External; travel/adventure | No SHCO‑disclosed related party transactions involving Ein |
| Kastle Systems | External; building security | No SHCO‑disclosed related party transactions involving Ein |
| Custom Truck One Source | External; industrial equipment | No SHCO‑disclosed related party transactions involving Ein |
Expertise & Qualifications
- Finance and investment expertise; founder/chair/CEO of investment firms .
- Prior capital markets and private equity experience (Goldman Sachs; Carlyle; Brentwood) .
- Prior Audit Committee leadership (Chair in FY2023), indicating financial oversight capability .
- Education: BS Economics (UPenn); MBA (Harvard) .
Equity Ownership
| Metric | As of FY2023 (proxy dated Apr 29, 2024) | As of FY2024 (proxy dated Apr 28, 2025) |
|---|---|---|
| Class A shares beneficially owned | 614,781 (≈1.1% of Class A outstanding) | 637,915 (≈1.2% of Class A outstanding) |
| RSUs outstanding | 6,666 as of Dec 31, 2023 | 16,468 as of Dec 29, 2024 |
| Hedging/Pledging policy | Prohibits hedging; pledging requires prior consent | Prohibits hedging; pledging requires prior consent |
| Shares pledged | None disclosed for Ein | None disclosed for Ein |
Insider Trades and Section 16 Compliance
| Date | Filing/Transaction | Details |
|---|---|---|
| Apr 11, 2025 | Late Form 4 | Reported settlement of vested RSUs into common shares that occurred on Jul 19, 2024; late filings were noted for multiple directors including Mark Ein |
Governance Assessment
-
Strengths:
- Independent director with deep finance background and prior Audit Committee chair experience, supporting board oversight quality .
- Meaningful personal shareholding (≈1.2% of Class A), plus annual RSU grants, indicating alignment with equity performance .
- No SHCO‑disclosed related‑party transactions involving Ein; related‑party approvals administered by independent directors/Audit Committee .
-
Watch items / RED FLAGS:
- Late Section 16 Form 4 (Apr 11, 2025) for RSU settlement on Jul 19, 2024; minor compliance lapse but worth monitoring for recurring issues .
- Company‑level control: Voting Group controls over 90% of combined voting power via Class B, potentially limiting minority investor influence and reducing external accountability; not specific to Ein but impacts overall governance context .
- Committee rotation: Ein stepped down as Audit Committee Chair in April 2024; ensure continuity and depth of financial oversight under new chair; no current committee assignment listed for Ein in 2025 matrix .
-
Compensation mix analysis:
- Predominantly fixed cash retainer plus time‑vested RSUs; no performance‑based metrics or options for directors (lower pay‑for‑performance linkage) .
- Year‑over‑year cash decreased (FY2023 $150,000 to FY2024 $128,333), consistent with change in committee responsibilities; equity awards continued per standard program .
-
Policy safeguards:
- Prohibitions on hedging and pledging without consent; oversight of related‑party transactions by Audit Committee; annual board/committee evaluations .