Neil Thomson
About Neil Thomson
Neil Thomson is Chief Financial Officer of Soho House & Co (effective August 18, 2025), based at the London head office; he is a Chartered Accountant who began his career at KPMG London and has 30 years of hospitality finance/operations experience across Tasty Restaurant Group, Del Frisco’s, and Yum! Brands (Pizza Hut/KFC) . His tenure began alongside a company delivering Q2 2025 revenue growth of 8.9% YoY (membership revenue +15.9% YoY), providing a performance backdrop for pay-for-performance alignment under his remit . He signs SOX 302/906 certifications on quarterly filings, tying compensation to accountability for controls and reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tasty Restaurant Group | Chief Financial Officer | Most recent prior role (pre-2025) | PE-backed franchisee CFO overseeing finance and operations scale |
| Del Frisco’s Restaurant Group | CFO/Treasurer | 2017–2019 (CFO); Treasurer noted | Led finance for high-end/casual dining portfolio |
| Yum! Brands (Pizza Hut/KFC) | CFO India; Chief Development Officer (Pizza Hut Intl); Chief Growth Officer (Pizza Hut Asia) | 15 years at Yum (various senior roles) | Growth and development leadership across Asia/International footprints |
| KPMG London | Auditor; Chartered Accountant | Early career | Technical accounting foundation and qualification |
External Roles
No public company directorships disclosed; career has been in executive finance/operations roles rather than board positions .
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | £413,000 per annum |
| Target Bonus % | Discretionary annual bonus with initial target opportunity of at least 50% and up to 100% of salary |
| Actual Bonus Paid | Not disclosed (bonus eligibility and payments governed by employment and annual plan terms) |
Performance Compensation
| Incentive | Metric | Target/Structure | Actual/Payout Timing | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate and individual performance goals set by Board/Comp Committee | Target 50%–100% of salary | Paid by March 15 following the plan year, subject to continued employment and plan conditions | N/A (cash) |
| Equity Incentive Eligibility | Equity under 2021 Equity & Incentive Plan | Eligible to participate per agreement | Specific grant details for Neil Thomson not disclosed | Plan-level RSU/award vesting per grant agreements (not disclosed for Neil) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not listed among beneficial owners or directors in the 2025 proxy record date tables; no share counts disclosed for Thomson in DEF 14A |
| Stock Ownership Guidelines | Compensation Committee monitors executive stock ownership guidelines (policy references in proxy) |
| Hedging/Pledging Policy | Company prohibits hedging and pledging of Company securities without prior consent |
| Options/RSUs | Employment agreement provides eligibility under the 2021 Equity & Incentive Plan; specific awards for Thomson not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Commencement | Employment agreement dated August 15, 2025; commencement August 18, 2025 |
| Notice Period | Either party may terminate with six months’ written notice |
| Payment in Lieu | Company may terminate immediately and pay salary in lieu of notice (excludes bonus/benefits accrual during the notice-equivalent period) |
| Termination for Cause | Immediate termination without notice for specified misconduct, negligence, regulatory disqualification, fraud, etc. |
| Restrictive Covenants | 12-month post-termination restrictions on soliciting customers, dealing with customers/potential customers, soliciting/engaging key workers, and competitive employment (subject to garden leave offset) |
| Garden Leave | Company may place executive on garden leave during notice; obligations and compensation continue; garden leave period offsets restrictive covenant duration |
| Place of Work & Relocation | Based in London; relocation support includes two business-class round trips US–UK in first 12 months and up to £20,000 for personal goods transport; first £8,000 of relocation benefits tax-exempt per UK rules |
| Bonus Conditions | Discretionary; forfeiture if under notice or terminated for conduct/capability breach; payment withheld during disciplinary proceedings per terms |
| Clawback | Company has Dodd-Frank compliant clawback policy for incentive compensation |
| Insider Trading/Data Protection | Bound by insider trading policy and data protection policies with compliance obligations |
| Governing Law/Jurisdiction | English law; exclusive jurisdiction of English courts |
Performance & Track Record
- Thomson’s prior CFO roles at Tasty Restaurant Group and Del Frisco’s and senior growth/development roles at Yum! Brands (Pizza Hut Asia/International; CFO India) indicate execution across scaling, development, and P&L governance in multi-region hospitality .
- Upon assuming CFO responsibilities, he signed SOX certifications for SHCO’s Q3 2025 10-Q, reinforcing accountability for disclosure controls and internal control over financial reporting .
- Company context at appointment: Q2 2025 revenue +8.9% YoY and membership revenue +15.9% YoY (membership scale is a core performance lever for SHCO’s model) .
- SHCO previously disclosed material weaknesses in internal control and revisions to prior periods, signaling remediation priorities under finance leadership post-appointment .
Compensation Structure Analysis
- Cash vs. Equity Mix: Agreement specifies salary and a discretionary annual bonus (50%–100% of salary) with equity plan eligibility but no grant specifics disclosed, suggesting near-term pay skewed to cash pending future equity awards .
- Performance Metric Design: Annual bonus structured around Board/Comp Committee-set corporate and individual goals; explicit targets/weightings are not publicly disclosed .
- Risk Controls: Strong clawback policy and insider trading/hedging/pledging restrictions indicate alignment and governance emphasis .
Risk Indicators & Red Flags
- Internal Controls: Prior material weaknesses and restatements increase execution risk for finance; CFO certifications heighten accountability during remediation .
- Related Party Governance: SHCO operates under a controlled company structure with significant Voting Group influence; compensation committee independence majority asserted, but governance dynamics warrant monitoring .
- Hedging/Pledging: Prohibited absent Company consent (alignment safeguard) .
Investment Implications
- Pay-for-performance alignment: Bonus tied to board-set metrics and governance checks (clawback, insider policies) support incentive accountability; absence of disclosed equity grants to date tempers long-term alignment until awards are issued .
- Retention risk: 6‑month notice plus 12‑month restrictive covenants and garden leave flexibility reduce near-term mobility risk; relocation support suggests intent for UK-based tenure continuity .
- Execution focus: Remediation of control weaknesses and scaling membership monetization are core levers; Q2 2025 growth trends provide early performance context, but continued delivery and control remediation are critical under Thomson’s oversight .