TheRealReal, Inc.
For the period ended Dec 31, 2025. Filed Apr 27, 2026.
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.
Dec 31, 2025 · Filed Apr 27, 2026
Contents
Director Compensation Program
Under our non-employee director compensation 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. Our Board Chair and 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 2025, 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 |
| Board and Committee Chair Retainers | |
| •Board Chair | •$30,000 in cash |
| •Audit | •$20,000 in cash |
| •Compensation, Diversity & Inclusion | •$15,000 in cash |
| •Corporate Governance & Nominating | •$10,000 in cash |
| Board and committee chair retainers are payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service | |
| DIRECTOR COMPENSATION | TABLE OF CONTENTS |
|---|
| 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•Directors may elect to defer their RSU awards to a future settlement date and/or to convert their cash retainer fees into deferred RSUs |
| 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 |
| Non-Employee Director RSU Deferral Program | •Deferral of Annual RSU Awards: Non-employee directors may defer 0 to 100% of their vested RSU awards to a future settlement date (such RSUs, “DRSUs”), which is the earliest of (a) a future date of the director’s choosing, (b) a “change in control” of the Company (as defined in the Company’s 2019 Equity Incentive Plan), (c) the director’s “separation of service” from the Company within the meaning of Section 409A of the Internal Revenue Code, and (d) the director’s death or disability•Deferral of Quarterly Cash Fees: Non-employee directors may make annual elections to convert future earned quarterly cash compensation into DRSUs |
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