Membership Collective Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
i) Promotion of Tom Collins to Chief Operating Officer
Effective as of November 1, 2023, Soho House & Co Inc. (the “Company”) has appointed Tom Collins, previously the Company’s Managing Director - UK Europe & Asia, as its Chief Operating Officer.
Mr. Collins, 43, joined the Company in April 2013 initially as the Head Chef at the Company's Soho House 40 Greek Street property before taking on various senior leadership roles across the Company. Mr. Collins' first senior leadership role was overseeing the Company's UK operations with his role later expanding to also include the Company's European operations. In January 2023, his role was further expanded to include the Company's Asian operations with Soho House Bangkok opening in February 2023.
On November 6, 2023, the Company entered into a service agreement (the “Agreement”) with Mr. Collins for his service as Chief Operating Officer of the Company. The Agreement provides that Mr. Collins will receive an annual base salary of US$1 million. Mr. Collins will be eligible to receive a discretionary incentive bonus of between 100 and 200 percent of his annual base salary. Under the Agreement, either party, may terminate Mr. Collins employment at any time by giving six months' notice in writing unless the Company determines that there is cause, in which case termination may be immediate without further payment to Mr. Collins, other than in respect of amounts accrued due at the date of termination.
Mr. Collins will also receive US$1 million of Restricted Stock Units ("RSUs") of the Company's Class A Common Stock, which will be converted to RSUs at the closing price of the Company's Class A Common Stock on the grant date, which is expecting to be within 30 days of his appointment. The award will vest over three years subject to Mr. Collins continuous service to the Company.
The above description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Mr. Collins has also entered into an indemnification agreement (the “Indemnification Agreement”) with the Company, similar to the indemnification agreements entered into with other executive officers and members of the board of directors. The Indemnification Agreement provides for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against Mr. Collins in connection with his status as an executive officer of the Company and for the Company to advance expenses incurred as a result of any proceeding for which he may be entitled to indemnification. The above description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement. The form of indemnification agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
There are no related party transactions between Mr. Collins and the Company that would require disclosure under Item 404(a) of Regulation S-K, and there is no family relationship between Mr. Collins and any of the Company’s directors or other executive officers.
ii) Appointment of independent director
On November 7, 2023, the Company’s board of directors appointed Andrew Sasson as a director, effective immediately. Mr. Sasson, 53, has extensive experience in the field of lifestyle hospitality.
Mr. Sasson qualifies as an independent director for purposes of the New York Stock Exchange listing rules.
Mr. Sasson’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors, as described in the Company’s annual proxy statement filed with the Securities and Exchange Commission on April 28, 2023. Mr. Sasson has not been named to any committee of the Company’s board of directors.
Mr. Sasson will also enter into an Indemnification Agreement with the Company the form of which has been described above. The Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement. The form of indemnification agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
There are no related party transactions between Mr. Sasson and the Company that would require disclosure under Item 404(a) of Regulation S-K, and there is no family relationship between Mr. Sasson and any of the Company’s executive officers or other directors.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
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Exhibit |
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Exhibit |
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10.1* |
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Service Agreement between Tom Collins and Soho House UK Limited dated November 6, 2023 |
10.2 |
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Form of Indemnification Agreement (incorporated by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-1 filed with the SEC on June 21, 2021) |
99.1* |
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Press release announcing Tom Collins' promotion to Chief Operating Officer |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Soho House & Co Inc. |
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Date: |
November 13, 2023 |
By: |
/s/ Ben Nwaeke |
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Ben Nwaeke, Chief Legal Officer |