Nick Jones
About Nick Jones
Founder of Soho House & Co Inc. and current Director; age 61; board member since inception (1995). Jones opened Café Boheme in 1992 and the first Soho House at Greek Street in 1995; he served as CEO from 1995 to November 2022 and now serves as Founder, having overseen each step of the company’s growth and receiving an MBE in the UK’s 2017 New Year Honours . He is part of the controlling Voting Group and personally beneficially owns 10,042,171 Class A shares (5.2%), 8,767,615 Class B shares (6.2%), representing ~6.1% of total voting power; all of his shares are pledged as collateral to a financial institution (pledging risk) . SOHO House is a “controlled company” under NYSE rules, relying on exemptions from majority independence and fully independent compensation/nom-gov committees due to the Voting Group’s ~96.5% combined voting power .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Soho House & Co Inc. | Chief Executive Officer | 1995–Nov 2022 | Founder-operator; led brand expansion; “oversaw every step of the growth of the Company” . |
| Soho House & Co Inc. | Founder; Director (Board member) | 1995–present | Founding leadership; continued strategic influence as founder-director . |
| Café Boheme (London) | Founder | 1992 | Precursor venue; led directly to opening of first Soho House in 1995 . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Kingdom (New Year Honours) | Member of the Order of the British Empire (MBE) | 2017–present | State recognition for contributions; enhances industry stature . |
Fixed Compensation
Multi-year summary (USD; company discloses GBP amounts converted to USD at average FX per period).
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $2,489,683 | $2,557,017 |
| Target Bonus (% of base) | 100% (max 200%) | 100% (max 200%) |
| Actual Bonus Paid ($) | $0 (no award shown) | $0 (Committee paid no bonuses for FY2024) |
| All Other Compensation ($) | $23,169 (car services, medical premiums) | $24,042 (car services, medical premiums) |
| Total Compensation ($) | $2,512,852 | $2,581,059 |
Notes: Company states USD amounts for UK-based executives are FX-converted from GBP .
Performance Compensation
- Annual cash incentive: Discretionary scheme; employment agreement provides 100% target and 200% maximum of base salary; FY2024 payouts to named executive officers (including Jones) were $0 .
Equity awards and vesting relevant to Jones:
| Item | Quantity / Terms | Vesting / Status |
|---|---|---|
| RS award (legacy) | 65,145 shares | Vested 8/25/2023 |
| RSUs outstanding at FY2024 year-end | 0 | No unvested RSUs shown for Jones as of 12/29/2024 |
Implications for near-term selling pressure:
- With no unvested RSUs outstanding at FY2024 year-end, there is limited forced-selling/tax-withholding pressure from scheduled vesting for Jones in the upcoming year .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 10,042,171 (5.2% of Class A outstanding) |
| Class B shares beneficially owned | 8,767,615 (6.2% of Class B outstanding) |
| % of total voting power | 6.1% |
| Shares pledged as collateral | All of Mr. Jones’ shares are pledged to a financial institution (pledging risk) |
Additional alignment and policy context:
- Company policy prohibits hedging and pledging of company stock without prior company consent; Jones’ pledge therefore implies consent was granted .
- Directors Burkle, Caring, Jones, and CEO Carnie receive no additional pay for board service or committee roles (no director retainer/equity for Jones) .
Employment Terms
| Term | Detail |
|---|---|
| Employer/Role | Soho House UK Limited; Founder |
| Base salary (GBP) | £2,000,000 per year; pension contribution up to 5% of base salary |
| Annual bonus | Target 100% of base; maximum 200% |
| Term and renewal | Fixed term expiring May 2028; parties to discuss potential extension up to five years no later than six months prior to term end |
| Clawback | Dodd-Frank compliant policy adopted; applies to current/former executive officers |
| Hedging & pledging policy | Hedging prohibited; pledging prohibited without prior company consent |
(Severance/change-of-control economics for Jones are not disclosed in the proxy; prior 2021-era agreement with notice periods is superseded by the May 2023 fixed-term agreement .)
Board Governance
- Board service history: Director since 1995; currently nominated as a Class I director (2025 proxy) .
- Committee roles: None listed for Jones (no Audit/Comp/NomGov membership) .
- Independence: The Board identified nine directors as independent; Jones is not included in that list (he is a founder/executive), within a “controlled company” framework where NYSE independence exceptions are used for board majority and certain committees .
- Attendance: Board held 8 meetings in FY2024; each continuing director other than Mr. Caring and H.E. Sheikha Al Mayassa attended ≥75% of aggregate meetings—this implies Jones met the ≥75% threshold .
- Director pay: Jones receives no additional compensation for board/committee service .
- Controlled-company considerations: Voting Group holds ~96.5% of total voting power; retains board nomination rights pursuant to the Stockholders’ Agreement .
Related Party Transactions and Liquidity Events (Selected)
| Date/Period | Transaction | Economics |
|---|---|---|
| Sep 2023 | Company repurchased 2,000,000 Class A shares from founder/director Nick Jones in a privately negotiated transaction | $12 million consideration; shares held as treasury shares |
(See proxy for broader related-party leases/management agreements largely involving Yucaipa affiliates; not specific to Jones personally .)
Say‑on‑Pay, Compensation Committee, and Peer Group
- Say‑on‑pay: As an Emerging Growth Company (EGC), SHCO is not required to conduct advisory votes on NEO compensation; none were held .
- Compensation Committee: Oversees goals, plans, equity grants, and executive arrangements; majority independent under NYSE rules; chaired by Yusef D. Jackson .
- Compensation peer group/target percentile: Not disclosed in the proxies reviewed (2023–2025) .
Risk Indicators & Red Flags (as disclosed)
- Pledging: All Jones’ shares are pledged—a material governance/overhang risk in adverse markets due to potential lender actions .
- Controlled company: Reliance on NYSE controlled-company exemptions reduces formal board independence, increasing reliance on major shareholders’ oversight .
- Related-party ecosystem: Extensive related-party arrangements across leases and management contracts (primarily with Yucaipa affiliates), requiring robust audit oversight (not specific to Jones beyond Voting Group ties) .
Investment Implications
- Alignment vs liquidity risk: Jones’ substantial beneficial ownership (~6.1% voting power) aligns long-term interests, but full pledge of shares introduces a non-trivial risk of forced sales under stress—an overhang to monitor in volatile markets .
- Limited near-term selling pressure from vesting: Jones had no unvested RSUs outstanding at FY2024 year‑end, reducing near-term programmed selling; however, the 2023 negotiated sale back to the company ($12M) evidences a path to liquidity if needed .
- Pay-for-performance signal: FY2024 paid no bonuses to NEOs; Jones receives a fixed £2.0M salary with a 100% target bonus opportunity, but he received no bonus in 2024; no new equity grants to Jones in 2023–2024—suggesting compensation is currently cash-heavy with founder-level equity exposure instead of ongoing equity refresh .
- Governance context: As a controlled company, board independence is structurally limited; Jones holds no committee roles and receives no board cash/equity, with oversight centered in committees (majority independent) and the Voting Group’s nomination rights .
Sources
- 2025 DEF 14A (Apr 28, 2025):
- 2024 DEF 14A (Apr 29, 2024):
- 2023 DEF 14A (Apr 28, 2023):