Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SOHO HOUSE & CO INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 28, 2025

 

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Soho House & Co Inc., which will be held on June 18, 2025 at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) virtually via live webcast at www.virtualshareholdermeeting.com/SHCO2025, where you will be able to listen to the meeting live, submit questions and vote online. The attached Notice of the Annual Meeting and proxy statement contains information about matters to be considered at the Annual Meeting and instructions regarding how to attend the Annual Meeting online.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning a proxy card so that your shares are represented. Voting in advance will mean that you are represented at the Annual Meeting regardless of whether or not you join the Annual Meeting.

We look forward to your attendance at the Annual Meeting.

Sincerely,

/s/ Andrew Carnie

Andrew Carnie

Chief Executive Officer

SOHO HOUSE & CO INC.

180 STRAND

LONDON, WC2R 1EA

UNITED KINGDOM

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Soho House & Co Inc., a Delaware corporation, will be held via a live webcast at www.virtualshareholdermeeting.com/SHCO2025on June 18, 2025, at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time).

During the Annual Meeting, stockholders will be asked to consider the following matters, as more fully described in the proxy statement accompanying this notice:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Beginning on or about April 28, 2025, we will send to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote your shares and how to attend the Annual Meeting virtually. If you did not receive such Notice, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement.

Stockholders of record at the close of business on April 23, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the Annual Meeting.

YOUR VOTE IS IMPORTANT.

You may cast your vote by attending the Annual Meeting and voting over the Internet, by telephone, or by completing and mailing a proxy card. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend.

You can find detailed information regarding voting in the section entitled "General Information" on pages 1 through 3 of the accompanying Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2025

The notice of the Annual Meeting, Proxy Statement and the Company's Annual Report

on Form 10-K for the fiscal year ended December 29, 2024, are available at www.proxyvote.com.

You will be asked to enter the 16-digit control number located on your proxy card or Notice of Internet

Availability of Proxy Materials to access the Company's materials and vote through www.proxyvote.com.

London, United Kingdom-April 28, 2025

TABLE OF CONTENTS

 

SOHO HOUSE & CO INC.

 

180 Strand

London, WC2R 1EA

United Kingdom

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

PROXY STATEMENT

 

GENERAL INFORMATION

The Board of Directors (the "Board of Directors" or the "Board") of Soho House & Co Inc., a Delaware corporation (the "Company"), is soliciting proxies for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 18, 2025, at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) via a live webcast atwww.virtualshareholdermeeting.com/SHCO2025, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials was first furnished to stockholders on or about April 28, 2025. Electronic copies of this Proxy Statement and the Annual Report for the year ended December 29, 2024 are available atwww.proxyvote.com.

We are currently an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, because we are an emerging growth company, we are not required to include a Compensation Discussion and Analysis section in this proxy statement and have elected to comply with the scaled-down executive compensation disclosure requirements applicable to emerging growth companies. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on April 23, 2025 (the "Record Date") will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 52,996,501 shares of Class A common stock outstanding and entitled to vote and 141,500,385 shares of Class B common stock outstanding and entitled to vote. Holders of the Company's Class A common stock are entitled to one vote for each share held as of the Record Date. Holders of the Company's Class B common stock are entitled to ten votes for each share held as of the Record Date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present or represented by proxy, will constitute a quorum for the transaction of business. Your shares are counted as present at the Annual Meeting if you are virtually present and vote at the Annual Meeting or if you have properly submitted a proxy. Abstentions and "broker non-votes" (as explained below) will be counted in determining whether there is a quorum.

For Proposal No. 1-Election of Directors, directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the four Class I director nominees and the two Class II director nominees receiving the highest number of "for" votes will be elected. Withheld votes and broker non-votes will have no effect on Proposal No. 1.

For Proposal No. 2-Ratification of Appointment of Independent Registered Public Accounting Firm, requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote on this proposal at the Annual Meeting, present at the Annual Meeting or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. There will be no broker non-votes with respect to Proposal No. 2 because a broker may exercise its discretion to vote for or against the proposal in the absence of instruction from its clients.

Voting Your Shares

You may vote online during the Annual Meeting, or prior to the Annual Meeting by telephone or electronically through the Internet by following the instructions included on your Notice of Internet Availability of Proxy Materials or proxy card, or by completing, dating, signing and promptly returning your proxy card. If your shares are held through a bank, broker or other nominee (a "broker"), you should follow the voting instructions provided by your broker. All properly executed and delivered proxies will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes "for" such proposal, and, in the case of the election of directors, as a vote "for" the election of each of the nominees presented by the Board.

If you will attend the Annual Meeting, you may vote by logging into www.virtualshareholdermeeting.com/SHCO2025with your 16-Digit Control Number provided on your Notice of Internet Availability of Proxy Materials or proxy card.

Broker Non-Votes

If your shares are held through a broker, you are considered the beneficial owner of those shares. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange rules grant your broker discretionary authority to vote on "routine" proposals. Where a proposal is not "routine," a broker who has received no instructions from its clients does not have discretion to vote its clients' uninstructed shares on that proposal, and the unvoted shares are referred to as "broker non-votes." For the Annual Meeting, only Proposal No. 2 is considered a "routine" proposal.

Information about Attending the Annual Meeting

Stockholders are entitled to attend the Annual Meeting virtually. Stockholders attending virtually will be able to submit questions and comments and vote online during the Annual Meeting. In the event of a technical malfunction or other problem that disrupts the Annual Meeting, the Company may adjourn, recess, or take such other action that the Company deems appropriate considering the circumstances. If you encounter any difficulties accessing the virtual meeting during the Annual Meeting, please call the technical support number indicated on the virtual meeting website.

Stockholders who choose to attend on a virtual basis may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/SHCO2025, where stockholders may vote and submit questions during the Annual Meeting. Please have your 16-Digit Control Number, provided on your Notice of Internet Availability or Proxy Card, to join the Annual Meeting.

Only holders of our common stock at the close of business on the Record Date will be permitted to ask questions during the Annual Meeting. If you wish to submit a question on the day of the Annual Meeting, you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/SHCO2025and type your question for consideration into the field provided in the web portal. To allow us to answer questions from as many stockholders as possible, we limit each stockholder to one question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. More information on submitting questions at the Annual Meeting will be posted on the virtual meeting website.

In accordance with Delaware law, for the 10 days prior to our Annual Meeting, a list of registered holders entitled to vote at our Annual Meeting will be available for inspection in our offices at 180 Strand, London, WC2R 1EA. Please contact Ben Nwaeke, the Corporate Secretary at shareholderlist@sohohouseco.com for an appointment to inspect the list.

Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. Following the original mailing of the proxies and other soliciting materials, the Company will request that brokers forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse brokers for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

Revocability of Proxies

Any person submitting a proxy has the power to revoke such proxy prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a written notice delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. Eastern Time on June 17, 2025, by a subsequent proxy card that is signed by the person who signed the earlier proxy and is delivered to the Company by June 17, 2025, or by attendance at the Annual Meeting and voting online. If you are a beneficial owner and wish to change any of your previously provided voting instructions, you must contact your broker directly for further instructions.

Delivery of Documents to Stockholders Sharing an Address

We have adopted a procedure approved by the Securities and Exchange Commission ("SEC") called "householding" under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge at www.proxyvote.com, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com. Similarly, you may also contact Broadridge if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you own shares through a broker, you should contact the nominee concerning householding procedures.

Electronic Delivery of Proxy Materials to Stockholders

Beginning on or about April 28, 2025, we distributed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received such Notice and would prefer to receive paper copies of the proxy materials, or if you received paper copies of the proxy materials and would prefer to receive only a Notice of Internet Availability of Proxy Materials for future annual meetings, you may notify our mailing agent, Broadridge at www.proxyvote.com, by telephone at 1-800-579-1639 or by email at: sendmaterial@proxyvote.com.

Certain Defined Terms

As used in this Proxy Statement, unless the context otherwise requires:

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Our Board of Directors is presently comprised of thirteen (13) directors, who are divided into three classes designated as Class I, Class II and Class III, with staggered, three-year terms. The term of our Class I directors will expire at the Annual Meeting. At the Annual Meeting, our stockholders will elect four Class I directors, whose terms will expire at the annual meeting of stockholders to be held in 2028, and two directors currently serving in Class I to serve the remaining term as Class II directors, with a term expiring at the annual meeting of stockholders to be held in 2026, in order to rebalance the classes. Each of our directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Class I directors standing for election at the Annual Meeting are Mr. Ron Burkle, Mr. Nick Jones, Mr. Andrew Carnie and Mr. Richard Caring. Current Class I directors standing for election for the remaining term as Class II directors are Ms. Alice Delahunt and Ms. Dasha Zhukova. Class II directors will stand for re-election at the 2026 annual meeting of stockholders and Class III directors will stand for re-election at the 2027 annual meeting of stockholders.

All nominees currently serve on our Board of Directors and have consented to be named in this proxy statement. Each of the nominees for election is currently a director of the Company. If any of the nominees is unable to serve or for good cause will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the present Board. In such situation and in any other situation in which a nominee will not serve, the present Board may also (i) reduce the size of the Board or (ii) maintain the size of the Board and the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy or vote for just the remaining nominee or nominees, leaving a vacancy or vacancies that may be filled at a later date by the Board.

Information Regarding Nominees and Continuing Directors

The following table sets forth information with respect to our directors, including the six nominees for election at the Annual Meeting:

Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our Board of Directors at this time.

Nominees for Election as Class I Directors

Mr. Ron Burkle has been a member of the Board and the executive chairman since 2012. He founded The Yucaipa Companies, an investment firm, in 1986 and is widely recognized as one of the most successful investors in the hospitality, retail, distribution, automotive, technology, entertainment, and sports sectors. He is a controlling stockholder of a number of businesses and a trustee of some key philanthropic organizations. Ron has served as chairman or a director on the boards of numerous other companies including Americold, Golden State Foods, Dominick's, Fred Meyer, Ralphs and Food4Less. We believe Ron is qualified to serve as a member of our Board due to his deep experience, including in the finance and hospitality industries.

Mr. Nick Jonesis the founder of the Company and has been a member of the Board since its inception. He opened Café Boheme on Old Compton Street in 1992 in London's Soho, and went on to open the first Soho House location, Greek Street, in the space above in 1995. Nick served as the Chief Executive Officer of the Company from 1995 until November 2022. Nick has overseen every step of the growth of the Company. He was awarded an MBE in the Queen's 2017 New Year's Honours List. We believe Nick Jones is qualified to serve as a member of our Board as a long-term founder of the business, and due to his deep experience across all areas of the business including his membership and hospitality experience.

Mr. Andrew Carnie has served as the Chief Executive Officer of the Company since November 2022. Previously serving as President since September 2020, he held the position of Chief Commercial Officer of the Company from June 2019 to September 2020. From November 2013 to April 2019, Andrew worked in various positions at Anthropologie Group, a retail apparel and accessories company, including as President from April 2018 to April 2019. We believe Andrew is qualified to serve as a member of our Board due to his experience in the retail and consumer industries.

Mr. Richard Caring has been a member of the Board since 2008. After starting out as one of the first fashion manufacturers to supply UK and US retailers from Hong Kong and China, he now holds diverse business interests in restaurants, hotels, private members' clubs and property, including as owner of the Caprice Group, a restaurant holding company, since 2005. He currently serves as chairman of The Ivy Collection Group, The Caprice Group, The Birley Group and The Bills Restaurant Group. We believe Richard is qualified to serve as a member of our Board due to his deep experience in the finance and hospitality industries.

Nominees for Election as Class II Directors

Ms. Alice Delahunt is the founder and CEO of SYKY, a next generation platform for the future of luxury fashion, a role she has held since April 2022. She previously served as Chief Digital & Content Officer at Ralph Lauren, a global leader in the design, marketing, and retail of premium lifestyle products, from 2018 until March 2022. As Chief Digital Officer, she oversaw all facets of the Digital experience including Digital Commerce, Digital Marketing, User Experience Design and Product streams. As Chief Content Officer, Alice led the teams responsible for Ralph Lauren's global advertising campaigns and content teams. Prior to Ralph Lauren, Alice worked at Burberry, a British luxury fashion company, from 2011 to 2018, serving in a variety of roles, including as Director of Digital Marketing and Innovation. Alice graduated from Trinity College Dublin with a BA in Marketing and Politics. Today, she sits on the Board of the Business School at Trinity College. We believe Alice is qualified to serve as a member of our Board due to her experience in digital transformation.

Ms. Dasha Zhukova has been working in residential rental development since 2017 and incorporated RAY LLC, an architectural design firm, in 2019 where she is the owner and managing member. Dasha founded the Garage Museum of Contemporary Art in 2008 and Garage Magazine in 2011. Dasha graduated from the University of California, Santa Barbara with degrees in Slavic Studies and Literature. She holds a MA in Art History from NYU Gallatin. Dasha currently serves on the Board of Trustees of the Los Angeles County Museum of Art and the Metropolitan Museum of Art. We believe Dasha is qualified to serve as a member of our Board due to her leadership and production experience.

Continuing Directors-Class II Directors

Mr. Mark Ein is currently the founder, chairman and chief executive officer of Capitol Investment Corp and Leland Investment Co., private equity and family office firms, positions he has held respectively since November 2007 and November 2005. Earlier in his career, Mark worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs & Co. Mark has a BS in economics from the University of Pennsylvania and a MBA from Harvard Business School. Mark currently serves as Chairman of the Boards of Lindblad Expeditions Holdings, Inc. and of Kastle Systems, and is on the board of Custom Truck One Source. He has leadership roles and is deeply involved in a wide range of civic and philanthropic organizations including the Washington Commanders NFL team and MDE Sports, which he wholly owns, includes the Mubadala Citi DC Open tennis tournament, the Washington Justice esports team in the Overwatch League and the Washington City Paper, a storied newspaper founded in 1981. Mark has been a member of the Board since August 2018. We believe Mark is qualified to serve as a member of our Board due to his experience in the finance industry.

Mr. Yusef D. Jacksonis a private investor, attorney, entrepreneur and corporate advisor. Yusef has more than 25 years of leadership experience with a diverse range of industries including beverage distribution, media and technology with companies including Chicago-based River North Sales & Service, Florida's Progressive Distribution, Radar Magazine and Radar Online, and others. He maintains a close connection with the fight for dignity, civil rights, and economic justice for disenfranchised people through this work with the Rainbow Push Coalition, Jackson Legacy Foundation and People United to Serve Humanity Church. In addition, Yusef serves as Director of the Board for the Children's Choir of Chicago and the Board of Trustees for the Virginia Athletics Foundation. We believe Yusef is qualified to serve as a member of our Board due to his leadership and strategic qualifications and experience in the finance and consumer sectors.

Mr. Ben Schwerin is a General Partner at Coatue Ventures, an investment management firm, a role he has held since April 2023. He previously served as Senior Vice President, Content & Partnerships at Snap, Inc., a camera and social media company, from January 2015 until March 2023. Ben holds a BA from Cornell University in Psychology. We believe Ben is qualified to serve as a member of our Board due to his experience in the technology industry.

Continuing Directors-Class III Directors

Mr. Eric Deardorffhas served as an advisor to early-stage companies since 2017. Eric has more than 35 years of financial and overall leadership experience encompassing a wide range of industries, company sizes, and geographies, including having served as Chief Executive Officer at Garrard, Nicole Farhi, BLK DNM and Wolsey, and as Chief Financial Officer at Waterworks. Eric's financial expertise is both broad and deep, starting at Ernst & Young and Boston Consulting Group and encompassing roles as big-4 external auditor, financial planning and analysis, CFO, Treasurer, CEO, and managing M&A, and post-merger integration. He has worked extensively with external auditors, corporate boards, rating agencies, bankers, private equity firms, investors, and ERP providers. Eric earned his MBA from Stanford and has been a CPA since 1986. We believe Eric is qualified to serve as a member of our Board due to his experience in multiple industries, including the finance industry.

Mr. Joe Hage has served as the managing partner of Joseph Hage Aaronson, a law firm, since March 2013. Prior to becoming a barrister, Joe qualified as a chartered accountant with PricewaterhouseCoopers. Joe is the founder of HENI Group, an international art services business working with leading artists and estates across publishing, printmaking, digital, film and art research and analysis. Joe graduated from the University of York, England with a BA in philosophy and went on to do postgraduate research in Philosophy at the University of Cambridge. Joe has been a member of the Board since April 2020. We believe Joe is qualified to serve as a member of our Board due to his management experience, as well as his expertise in legal matters.

Mr. Andrew Sassonhas been working in the lifestyle hospitality field for over 35 years. He has built, developed and operated over 60 restaurants, nightclubs, bars and hotels in Europe and North America. Since 2015 he has been Co-Founder of Clique Hospitality, which operates over 24 restaurant venues in California and Las Vegas. He also currently consults for gaming hospitality companies in Las Vegas. We believe Andrew is qualified to serve as a member of our Board due to his experience in the hospitality industry.

Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thanihas been a member of the Board since August 2020. Since April 2010, Her Excellency Sheikha Al Mayassa has served as the Chairperson of the Doha Film Institute, and as the Chairperson of Reach Out To Asia since 2005. Her Excellency Sheikha Al Mayassa holds an Executive MBA from HEC Paris in Qatar, a Master's degree in Human Rights from University College London and a bachelor's degree from Duke University. Her Excellency Sheikha Al Mayassa currently serves as Chairperson on the Board of Trustees of the Qatar Museums Authority. We believe Her Excellency Sheikha Al Mayassa is qualified to serve as a member of our Board due to her strategic and operational experience.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

CORPORATE GOVERNANCE

Controlled Company

We are a "controlled company" under the rules of the New York Stock Exchange ("NYSE") because more than 50% of the combined voting power of our common stock is held by the Voting Group. Additionally, pursuant to the Stockholders' Agreement, the Voting Group, of which Yucaipa forms a part, owns 141,500,385 shares of Class B common stock representing approximately 96.5% of the combined voting power of our common stock outstanding and will agree to vote with the other members of the Voting Group in favor of the election of directors nominated by members of the Voting Group pursuant to the terms of the Stockholders' Agreement. So long as the Voting Group owns a requisite percentage of shares of our total outstanding common stock and the Stockholders' Agreement remains in effect, the Voting Group and individual members thereof will have the ability to nominate certain individuals to be included in the nominees recommended by our Board for election and to elect such individuals to our Board. Once the Voting Group owns less than 15% of the shares of our total outstanding common stock, all remaining shares of Class B common stock will automatically convert on a one-for-one basis into shares of Class A common stock, however the Voting Group will continue to be entitled to certain board nomination rights for so long as it continues to own at least 9% of the shares of our total outstanding common stock; provided, however, that in the event at any time either Mr. Caring or Mr. Jones (including their respective affiliates and family members) shall own less than 5% of our total outstanding shares of common stock, such member shall no longer have the nominee designation rights set forth above and such designation shall instead be made by Yucaipa.

We intend to rely upon the "controlled company" exception relating to the Board and committee independence requirements under the listing rules of the NYSE. Pursuant to this exception, we will be exempt from the rules that would otherwise require that our Board consist of a majority of independent directors and that our Compensation Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors. The "controlled company" exception does not modify the independence requirements for the Audit Committee. Each member of our Audit Committee is independent.

Stockholders' Agreement

Pursuant to the Stockholders' Agreement, Yucaipa will agree to vote with the other members of the Voting Group in favor of the election of directors nominated by members of the Voting Group pursuant to the terms of the Stockholders' Agreement. So long as the Voting Group owns a requisite percentage of shares of our total outstanding common stock and the Stockholders' Agreement remains in effect, the Voting Group and individual members thereof will have the ability to nominate certain individuals to be included in the nominees recommended by our Board for election and to elect such individuals to our Board. Once the Voting Group owns less than 15% of the shares our total outstanding common stock, all remaining shares of Class B common stock will automatically convert on a one-for-one basis into shares of Class A common stock, however the Voting Group will continue to be entitled to certain board nomination rights for so long as it continues to own at least 9% of the shares of our total outstanding common stock; provided, however, that in the event at any time either Mr. Caring or Mr. Jones (including their respective affiliates and family members) shall own less than 5% of our total outstanding shares of common stock, such member shall no longer have the nominee designation rights set forth above and such designation shall instead be made by Yucaipa.

For purposes of the Stockholders' Agreement, the Voting Group, which as of the Record Date collectively hold 96.5% of the combined voting power of the Company, is entitled to designate nine directors as its nominees. The Voting Group may only designate an individual or individuals to the extent its designee(s) is up for election at an annual meeting.

Composition of our Board of Directors

In accordance with our amended and restated certificate of incorporation and the amended and restated bylaws, our Board of Directors is divided into three classes with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

Leadership Structure of the Board of Directors

Ron Burkle serves as the Executive Chairman of our Board of Directors. The positions of Executive Chairman of the Board and Chief Executive Officer are presently separated. We believe this arrangement, at this time, allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Executive Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our bylaws and corporate governance guidelines, which do not require that our Executive Chairman and Chief Executive Officer positions be separate, allow our Board to determine the board leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business, our senior executive personnel, and other factors.

Director Independence

To qualify as "independent" under NYSE listing standards and the rules and regulations of the SEC, a director must meet objective criteria set forth in NYSE listing standards, and the Board must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director. The NYSE independence criteria include that the director must not be our employee and must not have engaged in various types of business dealings with us. The Board will review all direct and indirect business relationships between each director (including his or her immediate family) and us, as well as each director's relationships with charitable organizations, to assess director independence as defined in the listing standards of the NYSE. The Board has determined that each of Mssrs. Deardorff, Ein, Hage, Jackson, Sasson and Schwerin and Msses. Delahunt, Zhukova and Her Excellency Hamad Al-Thani are independent under the rules of the SEC and the NYSE. In addition, Nicole Avant, who served on the Board for part of the 2024 fiscal year, was deemed independent.

Evaluations of the Board of Directors

The Board of Directors evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by the Nominating and Corporate Governance Committee. The Board of Directors discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board of Directors or any committee thereof or of the directors.

Meetings of the Board of Directors

Our Board of Directors has held 8 meetings during the year ended December 29, 2024. During such year, each continuing director other than Mr Caring and Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and each committee of which he or she was a member during the time such director served. Each director is also encouraged and expected to attend the Company's Annual Meeting.

Committees of the Board of Directors

Our Board of Directors has established five standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Innovation, Digital and Content Committee and Culture Committee. The first three committees operate pursuant to written charters that have been approved by our Board of Directors. A copy of the current charter for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is available on our website at www.sohohouseco.com by selecting the "Governance" link and then the "Governance Documents" link. The Audit Committee met 5 times in fiscal year 2024, the Compensation Committee met 5 times in fiscal year 2024 and the Nominating and Corporate Governance Committee met once in fiscal year 2024 and in addition acted by written consent.

Committee Composition

 

Audit Committee

Our Board of Directors has an Audit Committee and our Board of Directors has adopted an Audit Committee charter, which defines the Audit Committee's principal functions, including oversight related to:

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules of the NYSE. Our Board of Directors has determined that Mr. Deardorff is an Audit Committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. Under the rules of the SEC and the NYSE, members of the

Audit Committee must also meet heightened independence standards. Our Board of Directors has determined that each of Mssrs. Deardorff and Sasson and Ms. Delahunt are independent under these heightened Audit Committee independence standards. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE.

Compensation Committee

Our Board of Directors has a Compensation Committee and our Board of Directors has adopted a Compensation Committee charter, which defines the Compensation Committee's principal functions are generally to:

The majority of the members of our Compensation Committee has been determined to be independent under the applicable rules and regulations of the NYSE, after considering the additional factors relevant to the independence of Compensation Committee members under the applicable standards of the SEC and the NYSE, and is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE. The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate.

Nominating and Corporate Governance Committee

Our Board of Directors has a Nominating and Corporate Governance Committee and our Board of Directors has adopted a Nominating and Corporate Governance Committee Charter which provides that the purposes of the Nominating and Corporate Governance Committee are to:

All members of our Nominating and Corporate Governance Committee have been determined to be independent under the applicable rules and regulations of the NYSE. The Nominating and Corporate Governance Committee also recommends directors eligible to serve on all committees of our Board and committees of the Subsidiary Boards, as applicable. The Nominating and Corporate Governance Committee also reviews and evaluates all stockholder director nominees.

Board Membership Criteria

The Board and the Nominating and Corporate Governance Committee will determine the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Board and the Nominating and Corporate Governance Committee believe that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. In considering candidates, the Board and the Nominating and Corporate Governance Committee intend to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. The Board and the Nominating and Corporate Governance Committee review candidates for director nomination in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, the Board and the Nominating and Corporate Governance Committee consider diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Board and the Nominating and Corporate Governance Committee review such directors' overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors' independence. In the case of new director candidates, the Board and the Nominating and Corporate Governance Committee also determine whether the nominee must be independent for purposes of any stock exchange on which any of the Company's capital stock is listed.

Innovation, Digital and Content Committee

Designed to continue our ambition to pioneer new and creative experiences and content across its membership brands, the Innovation, Digital and Content Committee benefits from the appointed directors' leadership and expertise in digital communication to improve members' experience and engagement with digital and mobile app-based platforms.

Culture Committee

In recognition of our relentless focus to remain relevant and representative of the communities it operates in now and in the future, the Culture Committee helps reflect and champion local hospitality, entertainment, art and design, history and culture across all aspects of our operations, authentically and sensitively. The Culture Committee also challenges our commitments and progress in maintaining an inclusive and positive employee culture, specifically the diversity and inclusion goals across its group of companies.

Stockholders' Agreement

Concurrently with the IPO, the members of the Voting Group entered into a Stockholders' Agreement pursuant to which the Voting Group agreed to vote together as a group so long as the Voting Group owns a requisite percentage of our total outstanding share of common stock.

Pursuant to the Stockholders' Agreement, the Voting Group and certain members thereof are entitled to designate a number of individuals to be included in the nominees recommended by our Board for election to our Board, so long as the Voting Group owns a requisite percentage of our total outstanding shares of common stock. The Voting Group and its members are entitled to designate individuals for nomination for election to our Board as follows:

provided, however, that in the event at any time Mr. Caring or Mr. Jones (including their respective affiliates and family members) shall own less than 5% of our total outstanding shares of common stock, such member shall no longer have the nominee designation rights set forth above and such designation shall instead be made by Yucaipa.

Separately, in each case where any individual member owns more than 5% of the total number of our outstanding shares of common stock at any time after the Voting Group owns less than 9% of our total outstanding shares of common stock, each such member is entitled to nominate one director for election. However, the other Voting Group members shall have no obligation to vote in favor of any such nomination.

The members of the Voting Group have agreed in the Stockholders' Agreement to vote their shares of common stock in favor of the directors nominated as set forth above.

Once the Voting Group owns less than 15% of our total outstanding shares of common stock, all remaining shares of Class B common stock will convert on a one-for-one basis into shares of Class A common stock.

Compensation Committee Interlocks and Insider Participation

Except for Ron Burkle, none of the members of the Compensation Committee who presently serve, or in the past year have served, on the Compensation Committee has interlocking relationships as defined by the SEC or had any relationships with us which would require disclosure under the SEC rules relating to certain relationships and related person transactions. For more information concerning a related person transaction, please see below under "Certain Relationships and Related Person Transactions."

Risk Oversight

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Board of Directors and committees also consider evolving risks such as those relating to artificial intelligence matters, among others.

Our Board of Directors does not have a standing risk management committee, but rather we administer this oversight function directly through our Board of Directors as a whole. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our Nominating and Corporate Governance Committee is responsible for the oversight of risks

associated with environmental, social and governance matters and diversity, equity and inclusion, and our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage unnecessary risk taking. In addition, our Audit Committee oversees the performance of our internal audit function and considers and approves or disapproves any related-party transactions. For information about our cybersecurity risk management and oversight, see "Item 1C. Cyber Security" in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

Corporate Governance Guidelines

The Board of Directors has adopted our Corporate Governance Guidelines Policy which provide the framework for our corporate governance along with our amended and restated certificate of incorporation, amended and restated bylaws, committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The Corporate Governance Guidelines Policy is available on our website at www.sohohouseco.comby selecting the "Governance" tab and then the "Governance Documents" link.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. Our code of ethics is available on our principal corporate website at www.sohohouseco.comby selecting the "Governance" tab and then the "Governance Documents" link. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this proxy statement.

Insider Trading Policy

We have adopted an insider trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

Prohibition on Hedging and Pledging of Company Securities

The Company has a policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors, consultants and employees of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan without the prior consent of the Company.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our Board of Directors or any individual director may send written communications to our Board of Directors or such director c/o Corporate Secretary, Soho House & Co Inc., 180 Strand, London, WC2R 1EA. The communication must include the stockholder's name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our Board of Directors, based on the subject matter. Communications that are unrelated to the duties and responsibilities of the Board of Directors will not be forwarded.

Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Securities Exchange Act of 1934, executive officers, directors, and holders of more than 10% of the Company's common stock are required to file reports of their trading in Company equity securities with the SEC. Based solely on a review of the Section 16(a) reports filed electronically with the SEC, and written representations from our directors and executive officers that no other reports were required, all reports filed by or on behalf of our directors and executive officers and any persons holding more than 10% of our common stock were filed on a timely basis under Section 16(a) other than one late Form 4 filed on April 11, 2025 for each of Nicole Avant, Mark Ein, Alice Delahunt, Dasha Zhukova, Ben Schwerin, Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani, Joe Hage and Yusef D. Jackson, reporting the settlement of their vested restricted stock units into shares of the Company's common stock on July 19, 2024.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

We have established a written related party transaction policy that provides procedures for the review of transactions in excess of $120,000 in any year between us and any covered person having a direct or indirect material interest with certain exceptions. Covered persons include any director, executive officer, director nominee, stockholders known to us to beneficially own 5% or more of our voting securities or any affiliates and immediate family members of the foregoing. Any such related party transactions shall require advance approval by a majority of our independent directors or by our Audit Committee.

The related party transactions described below reflect all transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we are or will be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. All of the transactions described below have all been approved pursuant to the Company's existing related party transaction policy.

Transactions with Our Owners and Directors

Lease contracts with Related Parties

The Company leases Soho Works Washington, 875 Washington Street, New York City, New York, from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board and as of this date the individual was no longer considered a related party. The handover of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of 15 years until March 31, 2036, with further options to extend. The rent expense associated with this lease was $7 million during the fiscal year ended December 29, 2024.

The Company is party to a property lease arrangement with The Yucaipa Companies, LLC for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of 15 years until March 31, 2030. The operating right-of-use asset and liability associated with this lease are $6 million and $8 million as of December 29, 2024. Rent expense associated with this lease totaled $2 million during the fiscal year ended December 29, 2024.

Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019, for 137 Ludlow Street, New York City, New York with 137 Ludlow Gardens LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 27 years until May 31, 2046, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $8 million and $15 million, respectively, as of December 29, 2024. The rent expense associated with this lease was $1 million during the fiscal year ended December 29, 2024.

The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of The Yucaipa Companies, LLC until August 2024 when ownership was transferred to a third party. This lease commenced on October 16, 2021. This lease runs for a term of 25 years (15-year base lease term, including two 5-year renewal options). The rent expense associated with this lease was $6 million during the fiscal year ended December 29, 2024.

The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board and as of this date the individual was no longer considered a related party. This lease commenced on June 1, 2021. This lease runs for a term of 19 years until December 15, 2039. The rent expense associated with this lease was $3 million during the fiscal year ended December 29, 2024.

The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies, LLC, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. On October 21, 2024, the Le Vallauris (California, US) lease contract was modified to defer the rent until Soho House Palm Springs' opening date. This modification was a result of rent negotiation efforts between two parties to reflect the commercial relationship between the restaurant and House location. This lease runs for a term of 15 years until March 16, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $4 million and $4 million, respectively, as of December 29, 2024. The rent expense associated with this lease was $1 million during the fiscal year ended December 29, 2024.

The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies, LLC, in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. This lease commenced on September 15, 2022. On October 21, 2024, the Willows Historic Palm Springs Inn (California, US) lease contract was modified to defer the rent until Soho House Palm Springs' opening date. This modification was a result of rent negotiation efforts between two parties to reflect the commercial relationship between the inn and House location. This lease runs for a term of 15 years until September 14, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $8 million and $8 million, respectively, as of December 29, 2024. The receivable due to Soho House associated with this lease was less than $1 million in the fiscal year ended December 29, 2024. The rent expense associated with this lease was $2 million during the fiscal year ended December 29, 2024.

The Company leases a property located at 900 Campagna Lane, Kenwood, California from Kenwood Ranch, LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. As of fiscal year ended December 29, 2024, the receivable balance was fully settled.

The Company leases a property located at 27984 Highway 189, Lake Arrowhead, California from RLAHI, LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. This has led to a receivable balance of less than $1 million for fiscal year ended December 29, 2024.

Hotel Management agreements with Related Parties

The Company recognized management fees, development fees and cost reimbursements from Ned-Soho House, LLP, a joint venture between the Company and an affiliate of The Yucaipa Companies, LLC, related to the operations of the Ned London. The Company recognized a receivable of $10 million reported within "Accounts receivable, net" and a payable of $3 million reported within "Accounts payable net" in the consolidated balance sheet as of December 29, 2024. The accrued revenue balance for Ned-Soho House LLP associated with the fees was $1 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheet as of December 29, 2024. Ned-Soho House, LLP also recognized a receivable relating to retail related revenue from Soho House brands for $2 million reported within "Accounts receivable, net" and a payable for less than $1 million reported within "Accounts payable net" in the consolidated balance sheet as of December 29, 2024. The revenue recognized from the management fees, development fees and cost reimbursements was $5 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations. The revenue recognized from the retail related services was less than $1 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fee income from the Ned NY 28th, LLC, an affiliate of The Yucaipa Companies, LLC, related to the operations of The Ned New York, which opened in June 2022, leading to a receivable of totaling $6 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024. The fees totaled $2 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations. The Ned New York also recognized a receivable, reported within "Accounts receivable, net" in the consolidated balance sheet, relating to Retail related revenue from Soho House brands for less than $1 million for the fiscal year ended December 29, 2024. The revenue recognized from the retail related services was less than $1 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fees and cost reimbursements from Oryx Corniche Developments QPSC, an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party, related to the operations of The Ned Doha, which opened in November 2022. The Company recognized fees totaling $2 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fees under our hotel management contract for the operation of The LINE and Saguaro hotels from LA Wilshire Hotel LLC, Adams Morgan Hotel Owner LLC, Downtown Austin Lakeside Hotel LLC and Palm Canyon Hotel LLC as the owners of the LINE and Saguaro hotels, which are

affiliates of The Yucaipa Companies, LLC. These fees lead to a receivable of $12 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024. The fees, recorded under Other Revenue, amounted to $11 million during the fiscal year ended December 29, 2024.

The Company recognized management fees under our studio, hotel and restaurant management contract for the operation of Redchurch Street studio space, hotel and Cecconi's from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board as this individual was no longer considered a related party as of this date. The Company recognized fees of less than $1 million during the fiscal year ending December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations.

Line LA

On March 22, 2025, the Company signed a term sheet to form a Joint Venture ("JV") with Corten Real Estate Management LLC ("Corten") to recapitalize and operate The LINE LA property (the "LINE LA Transaction"). The JV will be equally owned (50% each) by MCGA Hotels, LLC, a subsidiary of the Company, and Corten. The Company will contribute $14 million, comprising $10 million to partially repay Corten's loan and $4 million for working capital. As of December 29, 2024, the Company holds an outstanding receivable of $9 million related to services provided under the LINE LA hotel management agreement. This receivable is expected to be assumed by the new LINE LA JV vehicle.

Pursuant to the terms of the LINE LA Transaction, the Company and Corten (or their respective creditworthy affiliates) will each provide customary non-recourse carve-out guarantees covering certain environmental indemnity, recourse obligations, and carry costs (ongoing operational expenses), with each party individually responsible for 50% of these obligations. The total combined guarantee exposure is capped at the outstanding $54.0 million senior loan balance owed to Axos Bank.

Design Service Management Agreements with Related Parties

Fees from the provision of Soho House Design services to affiliates, Oryx Corniche Developments QPSC, an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party, and GH123GREENWICH LLC, have led to a receivable totaling less than $1 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024. The fees received from affiliates totaled $1 million during the fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations. Costs incurred on behalf of GH123Greenwich LLC, GH 1170 Broadway, LLC and 730 15th Street Club LLC in connection to the provision of Soho House Design services led to a receivable for less than $1 million reported within "Accounts receivable, net" as of December 29, 2024. The Soho House Design services led to a payable of less than $1 million as of December 29, 2024, reported within "Accounts payable net" in the consolidated balance sheet. The fees recognized relating to Soho House Design services on behalf of affiliates totaled less than $1 million for fiscal year ended December 29, 2024, reported within "Other Revenues" in the consolidated statement of operations.

EXECUTIVE AND DIRECTOR COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers. As an "emerging growth company" as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.

Overview

Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our culture and long-term success. The Compensation Committee of our Board of Directors (the "Committee") is responsible for setting the compensation of our executive officers. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual's performance compared against the business objectives established for the fiscal year as well as our historical compensation practices.

This section provides a discussion of the compensation paid or awarded to our Chief Executive Officer, our Chief Operating Officer, and our founder. We refer to these individuals as our "named executive officers." For fiscal 2024, our named executive officers were:

2024 Compensation Of Named Executive Officers

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer's scope of responsibility and accountability with us. Please see the "Salary" column in the 2024 Summary Compensation Table for the base salary amounts received by each named executive officer in fiscal 2024.

Bonus Scheme

Historically, we have provided our senior leadership team with short-term incentive compensation through a discretionary bonus scheme. Annual bonus compensation holds executives accountable, rewards the executives based on actual business results and helps create a "pay for performance" culture. Our bonus scheme provides cash incentive awards based on a qualitative assessment of performance, with the employment agreements for each named executive officer providing for a target bonus opportunity equal to 100% of base salary and a maximum bonus opportunity equal to 200% of base salary. Following a review of our performance for the year, the Committee resolved not to pay bonuses to our named executive officers for fiscal 2024.

Equity Awards

Historically, we have granted equity awards to our named executive officers in the form of restricted stock units that vest based on the named executive officer's continued service through the applicable vesting date. As of December 29, 2024, each of our named executive officers held outstanding restricted stock units with respect to shares of our Class A common stock, the value of which fluctuates based on the performance of our Class A common stock. In addition, as of December 29, 2024, Mr. Collins held outstanding share appreciation rights with respect to shares of our Class A common stock, which only have value to the extent that the price of a share of Class A common stock exceeds the closing price on the applicable grant date. With respect to fiscal 2024, none of our named executive officers received a new equity grant. Please see the "2024 Outstanding Equity Awards at Fiscal Year-End" for a summary of equity awards held by the named executive officers as of December 29, 2024.

Fiscal Year 2024 Summary Compensation Table

The following table shows information regarding the compensation of our named executive officers for services performed in fiscal 2024 and, to the extent required by SEC disclosure rules, fiscal 2023.

The amounts reported in the table in respect of the stock awards are valued in accordance with SEC disclosure rules based on the grant date fair value and do not reflect the actual economic value that may be realized by our named executive officers, which will vary depending on the performance of our Class A common stock and whether the underlying vesting conditions are satisfied.

2024 Outstanding Equity Awards at Fiscal Year-End

Employment Agreements

Nick Jones

Soho House UK Limited ("Soho UK") entered into a revised employment agreement with Mr. Jones, the Company's founder and one of our principal stockholders in May 2023. The terms of Mr. Jones' current employment agreement provide for the employment of Mr. Jones as Founder at a base salary of £2,000,000 per year, and payment into a personal pension of a sum not exceeding 5% of Mr. Jones' annual base salary. In addition, pursuant to the employment agreement, Mr. Jones is entitled to participate in a bonus scheme with an annual bonus opportunity of 100% of base salary and a maximum bonus opportunity of 200% of base salary. The employment agreement is for a fixed term, expiring in May 2028. No later than six months prior to the scheduled end of the term, the parties will discuss whether to extend the term by up to five years.

Andrew Carnie

Soho UK entered into an employment agreement with Mr. Carnie in July 2021. The terms of Mr. Carnie's employment agreement provide for the employment of Mr. Carnie at a base salary of £1,100,000 per year (which has been subsequently increased to £1,850,000) and provides for participation in the Company's bonus scheme with an annual bonus opportunity of 100% of base salary and a maximum bonus opportunity of 200% of base salary and participation in the Company's enhanced pension scheme. Under the terms of Mr. Carnie's existing employment agreement, his employment may be terminated upon six months' written notice from either Soho UK or Mr. Carnie, with Soho UK having the election to place Mr. Carnie on garden leave.

Tom Collins

Soho UK entered into an employment agreement with Mr. Collins in November 2023. The terms of Mr. Collins' employment agreement provide for the employment of Mr. Collins at a base salary of US$1,000,000 per year and provides for participation in the Company's bonus scheme with an annual bonus opportunity of 100% of base salary and a maximum bonus opportunity of 200% of base salary and participation in the Company's enhanced pension scheme. In addition, during such time as Mr. Collins is required by the Company to work in the United States or such other region in the Americas, Mr. Collins is entitled to rental payments for accommodations in New York for Mr. Collins and his family, school tuition fees for Mr. Collins' children, and four roundtrip flights between New York and London per year for Mr. Collins' spouse and children. Under the terms of Mr. Collins' employment agreement, his employment may be terminated upon six months' written notice from either Soho UK or Mr. Collins, with Soho UK having the election to place Mr. Collins on garden leave.

Pension Plan

Employees, including each of our named executive officers participate in a statutory pension scheme, which provides for Company contributions based on a percentage of base salary. Participants are always vested in their contributions to the plan. Under the terms of the pension scheme, participants receive benefits following the attainment of a statutory retirement age. No amounts have been set aside or accrued by the Company to provide pension, retirement or similar benefits.

Clawback Policy

The Company has adopted a Dodd-Frank Clawback Policy to comply with SEC and NYSE listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the named executive officers, in the event of certain accounting restatements.

Director Compensation

Our non-employee director compensation program includes an annual amount of $100,000 payable in cash and an annual stock award with a target value of $110,000, with such award scheduled to vest on the one-year anniversary of the grant date, subject to the non-employee director's continued service with the Company through such date. Newly appointed or elected non-employee directors are granted an annual stock award in connection with their appointment or election, as applicable. In addition, members of our board committees receive an additional retainer of $25,000 per board committee, with the Audit Committee chair receiving an

additional retainer of $50,000. From time to time, additional fees may be paid to our non-employee directors for additional services rendered to the Board. In 2024, Ms. Delahunt, Mr. Hage, Mr. Deardorff and Mr. Jackson received additional fees of $25,000 per month for such additional services. Directors may also receive goods and services in kind in the form of rooms and food and beverages from our Houses from time to time. None of Messrs. Burkle, Caring, Jones or Carnie receive additional compensation for their service on the Board or any committee thereof.

The following table sets forth the compensation for each of our non-employee directors in fiscal 2024. The awards below were made in accordance with the above compensation amounts. As noted above, our non-employee directors are eligible to receive an annual stock award with a target value of $110,000. As previously disclosed, the annual stock award for services rendered in 2023 was granted to our then-serving non-employee directors on January 16, 2024. In accordance with SEC disclosure rules, even though such grant represented the 2023 annual stock award, it is required to be reflected as 2024 compensation in the 2024 Director Compensation Table. For services rendered in 2024, the annual stock award to our non-employee directors was granted on January 16, 2025. In accordance with SEC disclosure rules, even though such grant represented the 2024 annual stock award, it is required to be excluded from the table below and will be reflected as 2025 compensation in the 2025 Director Compensation Table.

2024 Director Compensation Table

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes the number of outstanding options and restricted stock units granted to our employees, consultants, and directors, as well as the number of shares of Class A common stock remaining available for future issuance, under our equity compensation plans as of December 29, 2024.

PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Board of Directors and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of BDO LLP, or BDO, as the independent registered public accounting firm to conduct the audit of our financial statements for the fiscal year ending December 28, 2025. Stockholder ratification of such selection is not required by our amended and restated bylaws or any other applicable legal requirement. However, our Board of Directors is submitting the selection of BDO to our stockholders for ratification as a matter of good corporate governance.

In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain BDO for the fiscal year ending December 28, 2025. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.

BDO has audited our financial statements since 2008. Representatives of BDO will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders in attendance.

Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed for various professional services rendered by BDO:

Audit fees are related to professional services associated with the audit of our financial statements.

Audit-related fees are for assurance and related services that are reasonably related to the performance of the audit of our financial statements.

All other fees relate to revenue attestation certificates and gross profit reporting services provided by BDO in the United Kingdom and the Netherlands, respectively.

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.

Pre-Approval Policy

According to policies adopted by the Audit Committee and ratified by our Board of Directors, to ensure compliance with the SEC's rules regarding auditor independence, all audit, permitted non-audit and tax services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors. The Audit Committee may delegate pre-approval authority to one or more of its members, provided that any decisions of such member or members to grant pre-approvals must be presented to the full Committee at its next scheduled meeting.

All of the services described above were approved by the Audit Committee.

OUR BOARD OF DIRECTORS AND OUR AUDIT COMMITTEE RECOMMEND A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BDO LLP.

Audit Committee Report

The Audit Committee oversees our independent registered public accounting firm and assists our Board of Directors in fulfilling its oversight responsibilities on matters relating to our accounting and financial reporting processes, the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm's qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.

In fulfilling its oversight responsibilities, the Audit Committee:

Based on the Audit Committee's review and discussions noted above, the Audit Committee recommended to our Board of Directors, and our Board of Directors approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 for filing with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership of our shares of Class A common stock and our shares of Class B common stock as of the Record Date (unless otherwise noted) by (1) each person or group who is known by us to own beneficially more than 5% of our outstanding shares of Class A common stock or our shares of Class B common stock (including any securities convertible or exchangeable within 60 days into shares of Class A common stock or shares of Class B common stock, as applicable), (2) each of our named executive officers, (3) each of our directors and director nominees and (4) all of our current executive officers and directors as a group.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Holders of our shares of Class B common stock are entitled to convert their shares of Class B common stock on a one-for-one basis for shares of Class A common stock at any time at the option of the holder. Accordingly, for the purposes of this table each holder of shares of Class B common stock is deemed to be the beneficial owner of an equal number of shares of Class A common stock (in addition to any other shares of Class A common stock beneficially owned by such holder), which is reflected in the tables below under the columns "Number of Shares" and "Percent" for the shares of Class A common stock.

The percentage of shares beneficially owned is computed on the basis of 52,996,501 shares of our Class A common stock outstanding and 141,500,385 shares of our Class B common stock outstanding, each as of April 23, 2025. Shares of our common stock that a person has the right to acquire within 60 days of April 23, 2025, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.

To our knowledge, each person named in the table below has sole voting and investment power with respect to all of the shares of Class A common stock and shares of Class B common stock, except as otherwise set forth in the notes to the table and pursuant to applicable community property laws. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Soho House & Co Inc., 515 W. 20th Street, New York, New York 10011, (212) 627-9800.

Mr. Jones is the founder of the Company and serves as a director on the Board. Mr. Caring also serves as a director on Board. Mr. Burkle serves as Executive Chairman and a director of the Board. In addition, Mr. Burkle is the controlling partner of an affiliate of the Yucaipa Funds, of Global JV and of OA3 and, as such, may be deemed to have voting and dispositive control of the shares of Class A common stock held by each of the Yucaipa Funds, Global JV and OA3. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.

Each of Mr. Jones, Mr. Caring, Parallel Fund and Fund II is a party to a Stockholders' Agreement with the Company pursuant to which he/it agreed, on behalf of himself/itself and certain of his/its affiliates and family members (which includes each of the reporting persons), to vote together as a group with respect to certain matters concerning the Company (the Voting Group), so long as the Voting Group owns a requisite percentage of the Company's total outstanding common stock. The members of the Voting Group, in the aggregate, hold all of the Company's issued and outstanding Class B common stock, as well as 1,848,330 shares of Class A common stock. Each share of Class B common stock is entitled to ten votes per share. As a result, when voting together as a group, the Voting Group controls over 90% of the combined voting power of the Company and is able to control any action requiring Company stockholder approval. Each member of the Voting Group disclaims voting and dispositive power over the shares of Class A common stock and Class B common stock held by the other members of the Voting Group.

The address of Mr. Burkle, the Yucaipa Funds, Global JV and OA3 is c/o The Yucaipa Companies, 9130 W. Sunset Blvd., Los Angeles, CA 90069.

The GS Funds are investment vehicles managed by, or affiliates of, Goldman Sachs. Each of the above reporting persons (other than BSPI and the GS Funds, solely with respect to the shares of Class A common stock that they directly hold) expressly disclaims beneficial ownership of the shares. The address of each reporting person is 200 West Street, New York, NY 10282.

ADDITIONAL INFORMATION

Stockholder Proposals and Nominations

Pursuant to Rule 14a-8 under the Exchange Act, in order to be included in our proxy statement and form of proxy for the 2026 annual meeting of stockholders, stockholder proposals must be received at our principal executive offices, c/o Corporate Secretary, Soho House & Co Inc., 180 Strand, London, WC2R 1EA, United Kingdom, no later than December 29, 2025, and must comply with additional requirements established by the SEC. Pursuant to our amended and restated bylaws, a stockholder proposal of business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received no earlier than February 18, 2026 and not later than March 20, 2026 and must otherwise comply with the requirements set forth in our amended and restated bylaws.

In addition to satisfying the foregoing requirements under our amended and restated bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than management's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 20, 2026.

Other Matters

We know of no other matters that will be presented for consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Whether or not you expect to attend the Annual Meeting, please complete, date, sign and promptly return a proxy card, or vote via the Internet or by telephone, so that your shares may be represented at the Annual Meeting.

Where You Can Find More Information

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. We make available free of charge on or through our website, www.sohohouseco.com, our reports and other information filed with or furnished to the SEC and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC's website, www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. We will provide, without charge, on the written request of any stockholder, a copy of our 2024 Annual Report on Form 10-K. Stockholders should direct such requests to Ben Nwaeke, the Company's Corporate Secretary at Soho House & Co Inc., 180 Strand, London, WC2R 1EA.

Date: April 28, 2025