Richard Caring
About Richard Caring
Richard Caring (age 76) has served on SHCO’s Board since 2008. He is a UK entrepreneur who began in fashion manufacturing supplying UK/US retailers from Hong Kong and China, and now owns and chairs multiple hospitality groups (Caprice Group since 2005; The Ivy Collection Group; The Birley Group; Bills Restaurant Group). His credentials emphasize deep hospitality and finance experience and long-tenured board involvement at SHCO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fashion manufacturing (UK/US supply from HK/China) | Founder/operator | Not disclosed | Built global sourcing capability |
| Caprice Group (restaurant holding company) | Owner | Since 2005 | Strategic leadership of restaurant portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Ivy Collection Group | Chairman | Not disclosed | Hospitality leadership |
| The Caprice Group | Chairman | Since 2005 | Owner/chair; hospitality |
| The Birley Group | Chairman | Not disclosed | Hospitality leadership |
| The Bills Restaurant Group | Chairman | Not disclosed | Hospitality leadership |
Board Governance
- Board class and nomination: Class I director standing for election at the 2025 Annual Meeting; committees shown for each director indicate none for Mr. Caring .
- Independence: Not listed among directors the Board determined to be independent under NYSE/SEC rules; therefore, he is non-independent .
- Attendance and engagement: The Board met 8 times in FY2024; “each continuing director other than Mr Caring and Her Excellency Sheikha Al Mayassa Bint Hamad Al‑Thani attended at least 75%” of Board/committee meetings, implying Mr. Caring’s attendance was below 75% .
- Committee assignments: No Audit, Compensation, Nominating, Innovation/Digital/Content, or Culture committee membership indicated for Mr. Caring .
- Controlled company status: SHCO is a “controlled company”; the Voting Group holds ~96.5% of combined voting power and has board nomination rights, with Mr. Caring identified as a member of the Voting Group with designation rights subject to ownership thresholds .
| Governance Metric | Detail |
|---|---|
| Board meetings (FY2024) | 8 meetings |
| Committee meetings (FY2024) | Audit: 5; Compensation: 5; Nominating & Corporate Governance: 1 (plus written consent) |
| Independence | Not independent |
| Attendance | Below 75% of Board/committee meetings (FY2024) |
| Committees | None listed |
| Controlled company | Yes; Voting Group controls ~96.5% voting power |
Fixed Compensation
- Program overview: Non‑employee directors generally receive $100,000 cash retainer and annual RSUs targeted at $110,000; committee membership adds $25,000 per committee and Audit Chair an extra $50,000. However, “None of Messrs. Burkle, Caring, Jones or Carnie receive additional compensation for their service on the Board or any committee thereof” and Mr. Caring does not appear in the 2024 Director Compensation Table, indicating no director fees/awards received .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Not paid to Mr. Caring |
| Committee membership fees | $0 | No committees; no fees |
| Committee chair fees | $0 | Not a chair |
| Meeting fees | $0 | Not disclosed; “additional compensation” not paid |
| Annual equity (RSUs) | $0 | Not granted to Mr. Caring per director comp disclosure/table |
Performance Compensation
- No performance-based director compensation (no PSUs/options/grants) disclosed for Mr. Caring; SHCO’s non‑employee director equity is time‑based RSUs, but he did not receive director equity awards per the proxy .
| Metric | Type | Target/Condition | Status |
|---|---|---|---|
| Director equity | RSUs (time‑based) | Annual grant, one‑year vest | Not granted to Mr. Caring |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Caring .
- Private boards/roles: Chairs several hospitality groups as listed above .
- Interlocks/Influence: Member of the Voting Group with nomination rights and significant voting power influence at SHCO; nomination right subject to him maintaining ≥5% ownership (otherwise designation shifts to Yucaipa) .
| Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| Voting Group (SHCO) | Control group | Member; nominee designation rights | Controls board nominations subject to thresholds |
| Hospitality groups | Private | Chairman | Sector overlap; no SHCO‑specific related‑party transactions disclosed for Mr. Caring – |
Expertise & Qualifications
- Deep hospitality sector leadership (restaurants, clubs, hotels) and finance experience; long-tenured SHCO director since 2008 .
Equity Ownership
- Beneficial ownership: 41,512,104 Class A shares (21.3% of outstanding Class A), and 41,138,330 Class B shares (29.1% of outstanding Class B); total voting power 28.0% .
- Pledging: “All of Mr. Caring’s shares are pledged to a financial institution” (red flag; aligns against best‑practice alignment policies) .
- Company hedging/pledging policy: Hedging and pledging are prohibited for officers/directors unless prior Company consent; policy applies to directors .
| Ownership Metric | Amount | % | Notes |
|---|---|---|---|
| Class A shares | 41,512,104 | 21.3% of Class A | Beneficial ownership |
| Class B shares | 41,138,330 | 29.1% of Class B | Beneficial ownership |
| Total voting power | — | 28.0% | As disclosed |
| Pledged shares | All holdings | — | All shares pledged (RED FLAG) |
| Hedging/Pledging policy | Prohibited without consent | — | Applies to directors |
Governance Assessment
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Strengths:
- Sector expertise: Extensive hospitality leadership and long service to SHCO’s board, offering strategic domain knowledge .
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Concerns and RED FLAGS:
- Controlled company dynamics: The Voting Group controls ~96.5% of combined voting power and retains nomination rights, reducing independence across board composition and committees (Compensation and Nominating may rely on controlled company exemptions) .
- Independence and attendance: Mr. Caring is not independent, and his FY2024 attendance was below 75% of Board/committee meetings—both negative governance signals for board effectiveness and investor confidence .
- Pledging: All of Mr. Caring’s shares are pledged to a financial institution, a significant alignment risk and financing overhang; pledging is generally prohibited absent consent under SHCO policy (indicative of exceptions) .
- Related-party exposure: While not attributed to Mr. Caring personally, SHCO maintains multiple leases and management fee arrangements with Yucaipa affiliates; as a Voting Group member, perceived influence and related‑party footprint elevate conflict risk perceptions for minority investors .
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Additional notes:
- No say‑on‑pay votes were required due to EGC status, limiting shareholder feedback mechanisms on executive pay and potentially broader governance accountability signals .