People
People & Governance
Grade: B+. A founder-CEO with 56% of the equity and a CFO who built her reputation taking another UK FMCG name (B&M) through IPO is a strong alignment story. The drag is structural: AIM-listed with QCA Code (lighter than Main Market), a single-incentive plan that swapped a 3-year LTIP for a 1-year bonus, no internal audit function, and an 11-year auditor relationship that is overdue for tender.
Sandy Chadha Stake
Independent Directors
Skin-in-the-Game (0-10)
Governance (0-10)
Supreme is admitted to AIM (not the Main Market). It applies the QCA Corporate Governance Code, which is lighter than the UK Corporate Governance Code that applies to premium-listed peers. Three NEDs, no separate Senior NED panel, no internal audit, and a one-year incentive plan are all permissible under QCA but would be flags under FTSE 350 norms.
The People Running This Company
The bench is thin but credible. Chadha is unambiguously the operator — he built the company from nothing, knows every category, and his hands-on style is repeatedly named as a key person risk in the board's own evaluation. Smith and McDonald are the trust pillars: both came out of B&M, the UK's leading discount variety retailer, which gives them direct line of sight on Supreme's principal customer and on the working-capital and asset-based-lending mechanics that fund the M&A. Lord brings deal expertise the M&A-heavy strategy needs. The structural weakness is succession depth: the board itself flagged in March 2025 that emergency cover and divisional leadership below the executives is insufficient.
What They Get Paid
CEO total compensation of £631k is modest for a 56% owner of a £180-200m market-cap business — Chadha's payday is dividends and share-price appreciation, not salary. The CFO's £642k overtook the CEO in FY25 because the CFO uniquely participates in deferred-share SIP and a maturing 2022 LTIP (50% vested on the EPS leg; absolute-TSR leg lapsed). Pay scaled with performance: adjusted EBITDA hit £40.5m, triggering 100% of the EBITDA element; the strategic/personal element scored 13.33% of a 20% maximum, for an aggregate 93.33% payout.
The Supreme Incentive Plan replaced the previous 3-year LTIP with a single one-year scheme (80% EBITDA, 20% strategic). Even with 50% deferral into shares, this materially shortens the executive horizon. The board's stated rationale — "difficulty in setting meaningful long-term targets" given M&A pace — is candid but is a real downgrade from FTSE governance norms. The PwC-advised consultation with shareholders is a credit; the structure itself is not.
Are They Aligned?
Chadha's 55.98% stake gives him absolute control of every ordinary resolution and effective control of every special resolution at any AGM where free float turnout is incomplete. Three institutions (Moneta, Slater, Bronte) and Hargreaves Lansdown's retail aggregation hold roughly 20% — meaningful enough to push back, but unable to outvote the founder.
Sandy's Stake @ FY25 close
CEO Annual Salary (£m)
Stake / Salary Ratio
The wealth ratio is the alignment story: Chadha's stake is roughly 300 times his annual salary. Every penny of share-price movement matters more to him than any incentive plan the RemCo could design.
The December 2025 founder sale of 1.6m shares to a single institutional buyer at 160p is the only material insider transaction since IPO. Two interpretations: (1) liquidity provision to satisfy demand, leaving Chadha still controlling at 56.31% — benign; (2) modest profit-taking after a recovery in the share price from sub-125p in early FY25 to 160p+ in late 2025. Either way the proceeds (~£2.6m) are immaterial against the remaining stake. The CFO's 21,000-share open-market buy at 101p in May 2023 was a confidence signal during a sharp drawdown and worked: those shares are now worth ~50% more.
Dilution is contained. Outstanding director options total 3.24m (CEO 2.91m subject to performance criteria, all from IPO grant; CFO 0.33m). Against 117.3m shares in issue this is 2.8% — typical for AIM. The CEO's IPO options are expected to lapse in FY26, which will reduce dilution. The new SIP defers up to 50% of bonus into shares vesting over 3 years but caps at 200% of salary, so annual share dilution will be tiny.
Related-party items are referenced in Note 28 of the AR but no specific items were extracted into the structured data. The relationship agreement with Sandy Chadha as controlling shareholder has been in place since IPO 2021 and is the standard AIM tool for protecting minority shareholders. One material related-party flag: Chair Paul McDonald holds shares in B&M, which is a material customer of Supreme. The board has formally concluded this does not compromise his independence; minority shareholders should monitor disclosure of any large B&M-Supreme commercial decisions.
Skin-in-the-game score: 7.5/10. Penalised from 9 mainly because the alignment is concentrated in one person; Smith, the directors who advise her, and the broader management team have token holdings. If Chadha steps back the alignment story disappears overnight.
Board Quality
'role' is not a column in the dataset
Independence: 3 of 5 (60%) — meets QCA Code recommendation that the majority is independent. Each NED chairs one of the three principal committees, all of which contain only the three independents. Attendance was perfect (9/9 board, 3/3 audit, 2/2 RemCo, 2/2 Nominations).
Two governance items deserve attention. First, the auditor relationship — BDO LLP has audited Supreme for 11 years. UK FRC Ethical Standard requires FTSE 350 audit tenders at 10 years; AIM is exempt but the spirit applies. The audit fee jumped 55% (£220k to £340k) in FY25 reflecting the Clearly Drinks and Typhoo Tea acquisitions, which is reasonable, but a competitive tender is overdue. Second, no internal audit function. The board reviewed the question and judged it unnecessary at current scale, but with the group now spanning Electricals, Vaping, and Drinks & Wellness across three divisions and an integration-heavy M&A pipeline, the absence of independent assurance over divisional controls is a real residual risk.
The committee chairs are well-matched to their remits: Lord (chartered accountant, M&A specialist) on Audit; Cashmore (former CEO of a Main Market company) on Remuneration; McDonald (FCCA, former CFO) on Nominations and overall stewardship. The board's explicit candour in flagging succession depth and divisional oversight as 2025 priorities is constructive — it's the type of self-criticism a controlling-shareholder board often suppresses.
AGM 2025 Resolutions
The board's own statement notes "no significant proportion of votes have been cast against any resolution since the Company listed in 2021." With Chadha controlling 55.98%, that is structurally near-guaranteed — but the Pre-Emption Group-aligned share-allotment caps and the willingness to take Resolution 2 (remuneration) on an advisory vote are constructive signals.
The Verdict
Letter grade: B+.
The strongest positives are owner-operator alignment (B+ becomes A- if you weight skin-in-the-game heavily) and a CFO/Chair pairing that has done this job before at B&M. The real concerns are the new one-year incentive plan (a downgrade from a 3-year LTIP), a stale audit relationship, no internal audit, and key-person dependency that the board itself acknowledges.
The single thing that would most likely move the grade: a competitive audit tender combined with reinstating a multi-year performance share element to the SIP would push this to A-. A material related-party transaction surfacing in Note 28, or any sign Chadha is reducing his stake materially below 50%, would push it to B.