Yusef Jackson
About Yusef D. Jackson
Yusef D. Jackson, age 54, has served on Soho House & Co Inc.’s (SHCO) Board since 2021 and is currently a Class II director with a term expiring at the 2026 annual meeting. He is an independent director under NYSE and SEC rules, and serves as Chair of the Compensation Committee. Jackson is a private investor, attorney, entrepreneur and corporate advisor with 25+ years of leadership experience across beverage distribution, media and technology; he maintains philanthropic ties through Rainbow Push Coalition, Jackson Legacy Foundation and PUSH (People United to Serve Humanity). He also serves on the boards of the Children’s Choir of Chicago and the Virginia Athletics Foundation. Attendance met at least 75% for Board/committee meetings in FY2024 and FY2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| River North Sales & Service (Chicago) | Leadership/Executive (beverage distribution) | Not disclosed | Sector experience in consumer distribution |
| Progressive Distribution (Florida) | Leadership/Executive (beverage distribution) | Not disclosed | Sector experience in consumer distribution |
| Radar Magazine; Radar Online | Leadership/Executive (media) | Not disclosed | Media/technology strategy experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aventiv Technologies | Advisory Board Member | Not disclosed | Advocacy for equity in prison telecom pricing |
| Children’s Choir of Chicago | Director on the Board | Not disclosed | Community and arts engagement |
| Virginia Athletics Foundation | Board of Trustees Member | Not disclosed | Collegiate athletics philanthropy |
Board Governance
- Committee assignments: Compensation Committee (Chair). Compensation Committee met 5 times in FY2024. The company is a controlled company under NYSE rules and relies on exemptions from majority-independent Board and fully independent Compensation/Nominating committees (Audit remains fully independent).
- Independence: Board determined Jackson is independent under NYSE and SEC rules (Audit members must meet heightened standards; Compensation Committee majority independent).
- Attendance: Board held 8 meetings in FY2024; Jackson attended at least 75% of Board/committee meetings in FY2024; same threshold in FY2023.
- Risk oversight: Compensation Committee monitors whether pay programs encourage excessive risk; Audit oversees related-party transactions and internal audit.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $175,000 | $250,000 |
| Stock awards ($) | — (2023 annual RSU grant made 2024-01-16; see performance comp) | $110,006 |
| Total ($) | $175,000 | $360,006 |
- Program structure for non-employee directors: $100,000 annual cash retainer; $110,000 annual RSU (service-vesting, one-year); $25,000 per committee membership; Audit Chair receives $50,000 additional retainer; Directors may receive additional fees for services (Jackson received additional $25,000/month in 2024).
- In-kind benefits: Occasional rooms and food/beverage at Houses.
Performance Compensation
| RSU Grant | RSUs (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 2023 annual RSU (granted for 2023 service) | 16,468 | $108,689 | Vests on one-year anniversary of 2024-01-16 (i.e., 2025-01-16), service-based only |
| 2024 annual RSU (granted for 2024 service) | 14,175 | $109,998 | Vests on one-year anniversary of 2025-01-16 (i.e., 2026-01-16), service-based only |
- Performance metrics: None disclosed for director awards; RSUs are service-vesting, not tied to revenue/EBITDA/TSR or ESG goals.
- Clawbacks: Dodd-Frank-compliant clawback adopted (applies to executive incentive comp).
Other Directorships & Interlocks
| Company/Entity | Public/Private/Non-profit | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed for Jackson |
| Children’s Choir of Chicago | Non-profit | Director | Community engagement |
| Virginia Athletics Foundation | Non-profit | Trustee | Collegiate athletics philanthropy |
| Aventiv Technologies | Private | Advisory Board | Advocacy for fair telecom pricing in prisons |
- Compensation Committee interlocks: Except for Executive Chairman Ron Burkle, Compensation Committee members had no interlocking relationships requiring SEC disclosure.
Expertise & Qualifications
- Private investor, attorney, entrepreneur and corporate advisor with leadership across beverage distribution, media, and technology.
- Community and civil rights engagement via Rainbow Push Coalition, Jackson Legacy Foundation, and PUSH church; non-profit board roles in arts and athletics.
- Strategic qualifications in finance and consumer sectors emphasized in Board biography.
Equity Ownership
| Metric | As of FY 2023 Record Date (2024 Proxy) | As of FY 2024 Record Date (2025 Proxy) |
|---|---|---|
| Class A shares beneficially owned (#) | 53,845 | 77,479 |
| % of Class A outstanding | * (less than 1%) | * (less than 1%) |
| RSUs outstanding (unvested) (#) | 6,666 (as of 2023 year-end) | 16,468 (as of 2024 year-end) |
| Hedging/Pledging | Prohibited without prior consent (company-wide) | Prohibited without prior consent (company-wide) |
- Form 4 compliance: Late Form 4 filed 2025-04-11 reported settlement of vested RSUs into shares on 2024-07-19 (administrative timing issue noted across multiple directors).
- No pledging disclosed for Jackson (pledging noted for Nick Jones and Richard Caring, not for Jackson).
Insider Trades
| Activity Date | Filing Date | Form/Type | Note |
|---|---|---|---|
| 2024-07-19 | 2025-04-11 | Form 4 – RSU vest settlement | Late filing; RSUs settled into common shares |
Governance Assessment
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Positives:
- Independent director with chair role on Compensation Committee; attended ≥75% of meetings; brings consumer, finance, and technology experience.
- Director equity grants (RSUs) provide alignment; increasing beneficial ownership from 53,845 to 77,479 shares YoY.
- Audit Committee oversees related-party transactions; controlled-company disclosures are transparent.
-
Risks and red flags:
- Controlled company status concentrates voting power (~96.5% voting power held by the Voting Group) and permits exemptions from majority-independent Board and fully independent Compensation/Nominating committees; Executive Chairman Ron Burkle sits on the Compensation Committee—potential influence on pay decisions.
- Extensive related-party transactions with affiliates of The Yucaipa Companies (leases, management fees, JV guarantees), though subject to approval under the related-party policy—counterparty concentration risk remains.
- Administrative control/compliance: late Form 4 filing noted for RSU settlement across multiple directors (including Jackson).
-
Overall implication: Jackson’s independence and chair role are positives for compensation oversight; however, SHCO’s controlled company status and the Executive Chairman’s presence on the Compensation Committee dilute perceived board independence. Continued transparency and robust committee processes are essential to maintain investor confidence in pay-for-performance governance.
Note: SHCO is an Emerging Growth Company and therefore does not conduct advisory say-on-pay votes for executives.