Tom Collins
About Tom Collins
Tom Collins is Chief Operating Officer (COO) of Soho House & Co Inc. (SHCO), appointed effective November 1, 2023; he is 43 and joined the company in April 2013, progressing from Head Chef to senior operational leadership across the UK, Europe, and Asia before promotion to COO . His compensation includes a $1,000,000 base salary and at‑risk pay tied to equity awards and EBITDA‑based Management Incentive Plan (MIP) options established in connection with the company’s merger process, with change‑of‑control accelerations subject to performance . SHCO’s 2024 proxy noted no annual bonuses were paid to named executive officers for fiscal 2024, reinforcing pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soho House & Co | Head Chef, 40 Greek Street | Apr 2013 onward | Entry into SHCO operations; foundation for later leadership |
| Soho House & Co | UK Operations Lead → Europe | 2022 | Led expansion; opened four Houses in eight months |
| Soho House & Co | Managing Director – UK, Europe & Asia | Jan 2023 | Expanded remit to Asia; opened Soho House Bangkok (first in SE Asia) |
| Soho House & Co | Chief Operating Officer | Nov 1, 2023 – present | Global operational leadership; reports to CEO |
External Roles
No external directorships or roles disclosed in SHCO filings for Tom Collins. If any are added, they require prior approval under his service agreement .
Fixed Compensation
| Component | Detail | Reference |
|---|---|---|
| Base Salary | $1,000,000 per annum (accrues daily; paid weekly in arrears) | |
| Annual Bonus Target | Discretionary; 100%–200% of base salary, subject to performance goals | |
| Actual Annual Bonus (FY 2024) | Committee resolved not to pay bonuses to NEOs for fiscal 2024 | |
| Pension & Benefits | Enhanced pension eligibility; Every House membership; life assurance; private family healthcare & dental | |
| Relocation & Living Support | Up to $10,000/month NY accommodation; private school tuition (mutually agreed); 4 annual roundtrip flights for family | |
| Clawback | Compensation (other than base salary) subject to Dodd‑Frank compliant clawback policy |
Performance Compensation
Equity Awards (RSUs and SARs)
| Award Type | Grant/Status | Quantity / Value | Vesting / Terms | Reference |
|---|---|---|---|---|
| RSUs (promotion grant) | Grant date within 30 days of Nov 1, 2023 | $1,000,000 grant date fair value | Vests over 3 years subject to continuous service | |
| RSUs (outstanding, FY2024 year‑end) | Unvested | 98,474 units; $747,418 market value at $7.59 close (12/27/24) | Three equal tranches vest on Nov 20, 2024/2025/2026 | |
| SARs (options) | Exercisable portion | 232,905 at $4.00 strike; exp. 8/25/2030 | Standard exercise terms | |
| SARs (options) | Unexercisable portion | 66,666 unexercisable; 33,334 unexercisable; $5.00 strike; exp. 1/27/2033 | Unexercisable portion vested on Mar 13, 2025 |
Management Incentive Plan (MIP) – Options tied to EBITDA
| MIP Tranche | Target Grant Date Fair Value | Performance Metric | Vesting / Accelerations | Reference |
|---|---|---|---|---|
| 2026 MIP Award | $2,500,000 | EBITDA achievement from Effective Time through FY 2026; plus certain other metrics | Vests subject to employment; full vesting upon Exit Event (change of control or IPO) if applicable performance goals achieved | |
| 2028 MIP Award | $5,000,000 | EBITDA achievement through FY 2028 | Same as above | |
| 2030 MIP Award | $7,000,000 | EBITDA achievement through FY 2030 | Same as above |
Equity Ownership & Alignment
| Metric | Detail | Reference |
|---|---|---|
| Beneficial Ownership | Not specifically quantified; outstanding RSUs and SARs disclosed | |
| Vested vs Unvested | RSUs vest annually (Nov 20, 2024/2025/2026); SARs include exercisable and previously unexercisable portions, with vesting as noted | |
| Ownership Guidelines | Service agreement requires adherence to Group policies, including stock ownership policies for senior executives (details not disclosed) | |
| Pledging/Hedging | No SHCO pledging/hedging policy disclosures specific to Collins in cited filings; Insider Trading Policy compliance required |
Note: In connection with the merger, Collins’ Rollover Shares and any shares acquired via Rollover Holder Vested Company SARs are subject to company repurchase at the greater of $9.00 per share or fair market value, with annual 20% sale election windows over five years, providing structured liquidity while aligning with company outcomes .
Employment Terms
| Term | Key Provision | Reference |
|---|---|---|
| Start & Tenure | Joined Apr 2013; COO effective Nov 1, 2023 | |
| Notice Period | Six months by either party | |
| Payment in Lieu | Company may terminate immediately with payment in lieu covering base salary for notice period (excludes bonus/benefits/holiday accrual) | |
| Garden Leave | Company may require non‑working period with ongoing pay/benefits; restrictions on contact and new engagements | |
| Non‑Compete / Non‑Solicit | 12‑month post‑termination restrictions (solicit/deal with customers; solicit/engage key workers; compete with restricted business), reduced by any garden leave | |
| Confidentiality & IP | Broad confidentiality obligations; IP assignment and assistance; D&O insurance and indemnity provisions applicable to director appointments | |
| Working Terms | Place of work as required; travel; hours 9:00–18:00 plus as necessary | |
| Change‑of‑Control Economics | MIP options fully vest upon Exit Event (change of control/IPO) if performance targets achieved and employment through event; structured repurchase of rollover/SAR shares | |
| Clawback | Incentive compensation subject to clawback under Dodd‑Frank/SEC rules |
Investment Implications
- Pay design emphasizes significant at‑risk equity linked to multi‑year EBITDA outcomes (MIP), with change‑of‑control acceleration conditioned on meeting performance goals—supporting incentive alignment with value creation and providing potential upside tied to operational execution .
- Fixed cash compensation is sizable ($1.0M), but 2024 bonus restraint (no payouts) indicates committee discipline amid performance review, reducing moral hazard and supporting pay‑for‑performance credibility .
- RSU/SAR vesting and structured repurchase rights create scheduled liquidity and reduce forced‑sale risk; annual RSU settlements (Nov 20) and SAR exercises may create periodic insider selling pressure windows, though adherence to insider policies and the company’s repurchase mechanics mitigate disorderly supply .
- Retention risk appears contained via 6‑month notice, garden leave, and 12‑month post‑termination restrictions, plus long‑dated MIP tranches through 2030 that encourage continuity; however, change‑of‑control scenarios could accelerate vesting, shifting incentive focus to achieving performance gates pre‑Exit .