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Thalassa fires ‘warning shot’ to Newmark Security on board overhaul

ALN

Thalassa Holdings Ltd on Wednesday issued a letter to Newmark Security PLC, of which it is the largest shareholder, demanding an overhaul of Newmark’s board leadership.

Newmark is a London-based security and workforce management firm transitioning to subscription-based sales.

Thalassa is a Virgin Islands-based holding company targeting ‘a wide range of investment opportunities in the public and private markets’. The firm’s website specifies that it is ‘now actively seeking’ new targets, having realised an exit from one of its subsidiaries.

As of Wednesday, Thalassa owns 21.3% of Newmark. Thalassa’s letter repeated ‘concerns regarding excess pay, governance and financial performance,’ which it raised in an earlier note sent to Newmark in April.

Thalassa said it had agreed previously it ‘would not agitate’ for board representation if Newmark addressed its concerns, but on Wednesday insisted that executive pay ‘continues to far outstrip net income’ and implied the company is being run ‘for the benefit of the Dwek family’.

Thalassa’s other complaint was Newmark’s focus on its Safetell business, as opposed to the Grosvenor segment. It recommended shareholders vote against the reappointment of Newmark’s independent directors at the firm’s annual general meeting, and invited Newmark shareholders interested in board roles to put themselves forward.

The letter ended with ‘a warning shot’ to Newmark, with Thalassa threatening ‘to replace the entire board’ if Newmark does not replace the independent directors. It added that it has voted against the reappointment of Non-Executive Director Terence Yap.

Newmark’s other non-executive director is Michael Rapoport. Rapoport, Yap and Maurice Dwek comprise the audit and remuneration committees, and are responsible for ‘challenging the executive directors and reviewing their performance,’ according to Newmark’s website. The executive team is made up of CEO Marie-Claire Dwek and Chief Financial Officer Paul Campbell-White.

Thalassa shares were flat at 24.50 pence on Wednesday afternoon in London. Newmark shares were also unchanged at 95.00p.

Last month, Newmark reported that pretax profit in the year ended April 30 rose by an estimated two-thirds to £643,000 from £388,000. Revenue advanced by 3.4% to £23.0 million from £22.3 million. Profit attributable to equity holders was £662,000, up from £134,000 on-year. Newmark declared no dividend in financial 2025, unchanged from the previous year.

According to Thalassa, since it became a shareholder in 2019, executive pay at Newmark has amounted to £7.8 million, compared to £1.6 million net income attributable to shareholders. Newmark’s financial report does not specify remuneration figures, but the company says that ‘performance bonuses are awarded based on annual company performance,’ according to the remuneration committee’s targets.

A Newmark representative told Alliance News the company expects to release a formal response on Wednesday.

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