TheRealReal Inc
For the period ended Jun 12, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2024 · Filed Apr 26, 2024
Contents
Director Compensation Program
On August 4, 2020, our Board approved our non-employee director compensation program, with assistance from our independent compensation consultant, Compensia. Under this program, our non-employee directors are each entitled to receive an annual cash retainer and an annual RSU award, which cliff-vests after approximately one year of service. Chairs of committees are entitled to receive additional cash retainers in light of their increased responsibilities and workloads. Cash retainers and initial equity awards are prorated for partial years of service.
During 2023, our non-employee director compensation program consisted of the following compensation elements:
| Component | Description |
|---|---|
| Annual Board Service Retainer | •$35,000 in cashPayable in equal quarterly installments in arrears and prorated for any partial quarter or year of service |
| Committee Chair Retainers | |
| •Audit | •$20,000 in cash |
| •Compensation, Diversity & Inclusion | •$14,000 in cash |
| •Corporate Governance & Nominating | •$8,000 in cash |
| Committee chair retainers are payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service | |
| Component | Description |
|---|---|
| Annual Equity Award | •On or about the annual meeting of the Company’s stockholders, non-employee directors receive an annual award of RSUs in the value of $165,000, which vests on the earlier of (a) the first anniversary of the grant date of such award or (b) the date immediately preceding the next annual meeting of Company’s stockholders, subject to the non-employee director’s continued service through the applicable vesting date•Initial equity awards are prorated for any partial year of service |
| Stock Ownership Guidelines | •Each non-employee director is expected to own shares valued at five times the annual Board service retainer fees•Shares underlying RSU awards held by the non-employee directors (whether or not vested) will be counted toward satisfaction of the guidelines•Ownership levels must be achieved within five years from the date upon which an individual becomes a non-employee director•In the event that the annual retainer fee is increased, directors will have one year to meet the new ownership guidelines |
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