Ron Burkle
About Ron Burkle
Ron Burkle (age 72) is Executive Chairman of Soho House & Co Inc. and has served on the Board since 2012. He founded The Yucaipa Companies in 1986 and is recognized for investments across hospitality, retail, distribution, automotive, technology, entertainment, and sports; he has served as chairman or director on boards including Americold, Golden State Foods, Dominick’s, Fred Meyer, Ralphs, and Food4Less . He is a member of SHCO’s Compensation Committee; he is not an independent director and the company relies on NYSE “controlled company” exemptions given the Voting Group’s ~96.5% combined voting power . In 2024, the Board met 8 times; all continuing directors other than Mr. Caring and H.E. Al Thani attended at least 75%, implying Mr. Burkle met the 75% attendance threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Americold | Chairman/Director (prior) | Not disclosed | Longstanding investor/operator experience |
| Golden State Foods | Chairman/Director (prior) | Not disclosed | Food distribution expertise |
| Dominick’s | Chairman/Director (prior) | Not disclosed | Retail/grocery oversight |
| Fred Meyer | Chairman/Director (prior) | Not disclosed | Retail consolidation experience |
| Ralphs | Chairman/Director (prior) | Not disclosed | Retail operations and M&A |
| Food4Less | Chairman/Director (prior) | Not disclosed | Value retail operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Yucaipa Companies | Founder | Since 1986 | Controls/affiliates with multiple related entities doing business with SHCO |
| Various philanthropic organizations | Trustee | Not disclosed | Described as trustee of key philanthropic organizations |
| Controlling stockholder of multiple businesses | Owner/Controller | Not disclosed | Broad portfolio across hospitality and related sectors |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Executive Chairman; positions of Executive Chairman and CEO are separated |
| Committee assignments | Compensation Committee member (Chair: Yusef D. Jackson) |
| Independence | Not listed as independent; SHCO relies on NYSE “controlled company” exemptions (Audit Committee remains fully independent) |
| Attendance | Board met 8x in 2024; Mr. Burkle met ≥75% attendance threshold (exceptions named were Caring and Al Thani) |
| Voting control | Voting Group holds ~96.5% combined voting power; Stockholders’ Agreement provides extensive Board nomination rights to Voting Group (Yucaipa designates the majority at higher ownership tiers) |
| Compensation Committee interlocks | “Except for Ron Burkle,” no other Compensation Committee members had interlocks or related-person relationships requiring disclosure under SEC rules |
Fixed Compensation
| Program element | Amount | Vesting/terms | Applies to Burkle? |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Cash | No – “None of Messrs. Burkle, Caring, Jones or Carnie receive additional compensation for their service on the Board or any committee thereof.” |
| Annual equity grant (non-employee directors) | Target $110,000 RSUs | Typically vests on 1-year anniversary | No – same as above |
| Committee member retainer | $25,000 per committee | Annual | No – as above |
| Audit Chair retainer | $50,000 | Annual | Not applicable |
| Additional services fees (select 2024 directors) | $25,000/month | As approved for specific directors (e.g., Delahunt, Hage, Deardorff, Jackson) | Not applicable |
As Executive Chairman, any executive pay is not detailed in the proxy’s named executive officer section; he did not receive director fees under the non-employee program .
Performance Compensation
| Metric/Structure | Disclosure for Directors | Applies to Burkle? |
|---|---|---|
| Performance-based incentives (directors) | Not disclosed; non-employee director equity awards are time-vested RSUs (one-year vest) | No – he does not receive director RSUs |
| Say-on-Pay and CD&A | SHCO is an Emerging Growth Company; not required to hold Say-on-Pay or provide CD&A | Company-wide context |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Status |
|---|---|---|---|
| Americold | Public company (prior) | Chairman/Director | Prior service |
| Golden State Foods | Private | Chairman/Director | Prior service |
| Dominick’s | Public (historical) | Chairman/Director | Prior service |
| Fred Meyer | Public (historical) | Chairman/Director | Prior service |
| Ralphs | Private/public (historical) | Chairman/Director | Prior service |
| Food4Less | Public/brand (historical) | Chairman/Director | Prior service |
| SHCO Compensation Committee | Interlock note | Serves on Comp Committee while serving as Executive Chairman and as principal of related-party affiliates | Interlock/related-party disclosure specific to Mr. Burkle |
Expertise & Qualifications
- Founder of Yucaipa with decades of investing and operating experience across hospitality and adjacent sectors; identified by the Board as qualified due to deep finance and hospitality expertise .
- Demonstrated board leadership across multiple companies and sectors; brings capital allocation and growth strategy perspective .
Equity Ownership
| Holder | Class A Beneficially Owned | % Class A | Class B Beneficially Owned | % Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Ron Burkle | 91,794,440 | 47.2% | 91,594,440 | 64.7% | 62.4% | Mr. Burkle is controlling partner of affiliates (Yucaipa Funds, Global JV, OA3) and may be deemed to control their shares; he disclaims beneficial ownership except to the extent of his pecuniary interest . |
| Voting Group (aggregate) | 143,348,715 | 73.7% | 141,500,385 | 100.0% | 96.5% | Voting Group controls SHCO; Board nominations tied to ownership thresholds |
- Company policy prohibits pledging without prior consent; proxy footnotes disclose all of Mr. Jones’ and Mr. Caring’s shares are pledged. No pledge disclosure is stated for Mr. Burkle in the proxy excerpts provided .
Potential Conflicts and Related-Party Exposure (Yucaipa Affiliates)
| Counterparty/Asset | Nature | Key Terms | FY2024 Amounts/Balances |
|---|---|---|---|
| 9100–9110 W Sunset Blvd (The Yucaipa Companies LLC) | Property lease | Term to Mar 31, 2030; ROU asset $6m; liability $8m | Rent expense $2m |
| 137 Ludlow St, NYC (137 Ludlow Gardens LLC – Yucaipa affiliate) | Property lease | Term to May 31, 2046; ROU asset $8m; liability $15m | Rent expense $1m |
| Little House West Hollywood (GHWHI, LLC – Yucaipa affiliate until Aug 2024) | Property lease | 25-year term; ownership transferred Aug 2024 | Rent expense $6m |
| Le Vallauris, Palm Springs (GHPSI, LLC – Yucaipa affiliate) | Property lease | Rent deferred until SH Palm Springs opening (modification Oct 21, 2024); ROU asset/liability $4m | Rent expense $1m |
| Willows Historic Palm Springs Inn (GHPSI, LLC – Yucaipa affiliate) | Property lease | Rent deferred until SH Palm Springs opening (modification Oct 21, 2024); ROU asset/liability $8m; receivable < $1m | Rent expense $2m |
| Kenwood Ranch, CA (Kenwood Ranch LLC – Yucaipa affiliate) | Property lease | Not yet operational; receivable settled | N/A |
| Lake Arrowhead, CA (RLAHI, LLC – Yucaipa affiliate) | Property lease | Not yet operational; receivable < $1m | N/A |
| The Ned London (Ned-Soho House LLP – JV with Yucaipa affiliate) | Management/development fees | Receivable $10m; payable $3m; accrued revenue $1m; retail-related receivable $2m; payable < $1m | Fees $5m; retail-related < $1m |
| The Ned New York (Ned NY 28th LLC – Yucaipa affiliate) | Management fees | Receivable $6m; retail-related receivable < $1m | Fees $2m; retail-related < $1m |
| The Ned Doha (Oryx Corniche – Yucaipa affiliate until Apr 2024) | Management fees | Ownership transferred to third party Apr 2024 | Fees $2m |
| LINE & Saguaro hotels (Yucaipa affiliates) | Hotel management fees | Receivable $12m | Fees $11m |
| LINE LA JV with Corten (new) | 50/50 JV; recapitalize and operate LINE LA | Company contributes $14m ($10m debt repay, $4m WC); existing $9m receivable to be assumed; non-recourse carve-out guarantees 50/50, capped at $54m senior loan | Exposure via JV terms |
Audit Committee oversees related-party transactions; policy requires approval by a majority of independent directors or the Audit Committee .
Governance Assessment
- Controlled company with concentrated voting power: Voting Group (including Yucaipa) controls ~96.5% combined voting power; they designate a majority of Board nominees at higher ownership tiers—this materially reduces minority shareholder influence .
- Executive Chairman on the Compensation Committee: Proxy explicitly notes “Except for Ron Burkle” regarding Compensation Committee interlocks/related-person relationships—this is atypical and a governance risk indicator for pay-setting independence .
- Extensive related-party transactions with Yucaipa affiliates: Multiple leases (e.g., Sunset Blvd, Ludlow, WH), modified rent deferrals (Palm Springs assets), significant management fees and receivables tied to Yucaipa affiliates (e.g., $12m receivable from LINE/Saguaro hotels, $6m Ned NY, $10m Ned London), raising conflict and credit-risk considerations .
- Additional exposure via JV and guarantees: New 50/50 LINE LA JV includes guarantees (50% share) capped at a $54.0m senior loan—adds contingent risk profile alongside assumption of a $9m receivable .
- Independence and attendance: Mr. Burkle is not independent; however, he met the ≥75% attendance threshold in 2024 Board meetings; Audit Committee remains fully independent as required .
- Director compensation alignment: He does not receive non-employee director cash/equity retainers, but holds substantial economic and voting interests via Yucaipa-affiliated holdings, aligning long-term outcomes but potentially entrenching control .
- EGC status: No Say-on-Pay vote requirement and scaled executive pay disclosure reduce shareholder feedback mechanisms on compensation practices in the near term .
RED FLAGS:
- Controlled company relying on exemptions; Voting Group dominance .
- Compensation Committee interlock (Executive Chairman serves on the committee) .
- Significant and recurring related-party transactions and receivables with Yucaipa affiliates .
- Contingent guarantees and asset-level exposure via LINE LA JV .
- Limited shareholder voice on executive pay due to EGC status .