People

Management & Governance

Supreme is a founder-controlled AIM company where one man — Sandy Chadha — owns 54% of the equity, runs the business, and sets the deal cadence. The governance grade is B: alignment is genuine and audit hygiene is clean, but the board is small, the long-term incentive plan was weakened in FY25, and minority shareholders have no voting leverage.

Governance Grade: B. Founder-controlled with strong skin in the game; weakened LTIP and de-minimis NED holdings keep it from A territory.

1. The People Running This Company

A five-person board oversees a £230M+ revenue group that has completed eight acquisitions since IPO. The line-up is unusually narrow but the relevant experience is concentrated where it matters: founder-CEO, M&A NED, distribution-CEO NED, and a Chair who has done a UK-listed refinancing before.

Two observations matter. First, Chadha is the company — he is the largest shareholder by a factor of seven over the next holder, runs M&A himself, and his commentary dominates the trading updates. Second, succession planning is a flagged board topic in the FY25 evaluation — not a crisis, but a known gap that the Chair has not yet closed.

2. What They Get Paid

Pay is modest by main-market standards and explicitly tied to Adjusted EBITDA — which in FY25 hit target in full, triggering a 93.33% of maximum payout for both executives. The structural choices are more interesting than the headline numbers.

Three things stand out. First, the CFO out-earned the CEO this year — Smith took home £642k vs Chadha's £631k — because her Supreme Incentive Plan award was 200% of salary potential whilst Chadha's 100%-of-salary cap reflects his existing shareholding. That's defensible. Second, the CEO's entire bonus is paid in cash, not deferred shares, "recognising his existing shareholding". This is a missed opportunity to ratchet alignment further given the FY26 transition. Third, the LTIP was scrapped in FY25 and replaced by an annually-measured Supreme Incentive Plan because the Committee found "long-term targets too hard to set". The 50/50 cash-shares deferral preserves some retention value, but in pure governance terms this is a regression: 80% of variable pay is now Adjusted EBITDA — a metric that mechanically rises with the next acquisition.

3. Are They Aligned?

Sandy Chadha has approximately £103M of personal wealth tied up in Supreme stock — roughly 163× his annual cash compensation. That is alignment of an order rarely seen in UK public markets. Everyone else is along for the ride.

Ownership

Public float is 14.3% — extremely tight. Bronte Capital, an Australian fundamental investor known for both long bets and forensic short work, has been adding (+12.66% to its position over six months to 31 March 2026), which is worth flagging as an external validation rather than a red flag. Stiskin's 7.62% block is an opaque but stable individual holding.

Director Holdings vs Pay

The CFO holds 39,656 shares — about £64k at the prevailing price. For an executive who has been in seat through an IPO and eight acquisitions, that is materially under-aligned, and the FY25 SIP partially fixes this by deferring 50% into shares vesting over three years. The NEDs hold token positions of 30k–60k shares each. Outside the founder, this board is paid, not invested.

Insider Activity

Chadha sold 2,000,000 shares — about 3% of his holding — in November 2025 at £1.56, raising £3.12M. The first material insider sale on file. Two readings are reasonable: (a) routine partial monetisation by a 57-year-old founder still holding 54% and (b) a top-tick signal four months after the share price rolled over from £2.05. The price post-sale is roughly flat, so it has not yet looked like alpha. Worth tracking for repeats.

Dilution and Capital Allocation

Outstanding executive options total 3,244,666 shares (Chadha 2,912,500 IPO options expiring FY26 plus Smith 332,166 SIP/LTIP) — roughly 2.8% potential dilution, modest by AIM standards. The board has paid a dividend every year since IPO at ~25% of profit-after-tax payout, and has prioritised debt-funded M&A over buybacks. Eight acquisitions in five years is aggressive; that pace is the single biggest governance risk because Adjusted-EBITDA-weighted bonuses make integration discipline a personal pay question for the executives.

Related-Party Behaviour

The proxy text discloses no material related-party transactions, no service contracts with Chadha-affiliated entities, and no property leases involving directors. Auditor non-audit fees are zero. A relationship agreement exists between the company and Chadha as controlling shareholder — standard AIM protection but only as good as the independent directors enforcing it.

Skin-in-the-Game Score: 7 / 10

Pulled up by Chadha's £103M stake. Pulled down by (a) the CEO's bonus paid all-cash from FY26, (b) de-minimis NED and CFO holdings, and (c) the LTIP-to-annual-SIP downgrade.

4. Board Quality

Five directors, three of whom the company classifies as independent. The Chair / CEO split exists, the Audit Committee has accepted no non-audit work from the auditor, and an external facilitator ran the FY25 board evaluation for the first time. By QCA Code standards (the lighter AIM regime, not the full UK Corporate Governance Code) the box-ticking is in order.

Board skills coverage — "Yes" = strong relevant experience; "—" = gap.

The skills map exposes two real gaps. First, no NED has direct FMCG operating experience. The independent directors come from distribution (Cashmore at Smiths News), corporate finance (Lord), and value retail (McDonald) — adjacent, not the same. As Supreme moves from a vape distributor into branded grocery (Typhoo, SlimFast) the strategic gap will widen unless a category-experienced NED is added. Second, the board is just five people. That is QCA-compliant but thin: a single resignation would leave Audit and Remuneration covered by the same two NEDs.

The Remuneration Committee's decision to scrap the LTIP and consolidate into an annually-measured plan was consulted with key shareholders — that consultation process, and the QCA-compliant disclosure of it, is appropriate. The decision itself trades governance optics for retention pragmatism.

5. The Verdict

Grade: B. Founder-controlled, founder-aligned, audit-clean — but minorities have no voting leverage, the board is small, and FY25 weakened the long-term incentive structure rather than strengthened it.

What is genuinely good. A founder with 54% of his net worth in the stock; a Chair who has done the AIM-to-Main-Market refinancing playbook before at B&M; clean audit hygiene; modest pay for a £230M-revenue group; engagement with shareholders before changing the incentive plan; a relationship agreement in place since IPO.

What is genuinely concerning. The Supreme Incentive Plan replaced the LTIP because long-term targets are "hard to set" for a serial acquirer — but that is precisely the company that needs them. 80% Adjusted-EBITDA weighting plus an aggressive M&A cadence means executives get paid for buying revenue. The CEO's bonus is paid all-cash from FY26 onwards. The CFO and the three NEDs together hold less than £270k of stock. The board is five people deep with no FMCG operator amongst the NEDs. Public float is 14.3%, so a single institutional exit can move the price hard.

What would upgrade this to A-. Reinstate a 3-year LTIP for both executives with a TSR component; add a non-executive with branded-FMCG operating experience (the Typhoo/SlimFast strategy needs it); have the CEO's bonus deferred into shares for at least three years rather than paid in cash; a buyback of the small CFO/NED stock holdings to put more shares in directors' hands.

What would downgrade it to C+. A second material Chadha sell-down inside 12 months; a related-party transaction involving a Chadha family entity; an Adjusted-EBITDA-driven SIP payout in a year when shareholders see value destruction from a poor acquisition; or a Bronte Capital pivot from long to public-short.