Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2021, the Board of Directors (the "Board") of The RealReal, Inc.
(the "Company") increased the size of the Board from 9 to 10 directors and
appointed Karen Katz to the Board as a Class I Director, with her term expiring
at the Company's 2023 annual meeting of stockholders or upon her successor
having been elected and qualified.
As a non-employee director, Ms. Katz is entitled to receive compensation
arrangements in accordance with the Company's Director Compensation Program,
which includes an annual cash retainer of $35,000, paid quarterly, and an annual
equity award of $165,000 in restricted stock units under the Company's 2019
Equity Incentive Plan, which shall vest on the earlier of the one year
anniversary of the grant of such equity award or the date immediately prior to
the Company's annual meeting of stockholders occuring after such date of grant,
subject to continued service as a non-employee director through such vesting
date. Initial cash retainers or equity awards would be adjusted pro rata for the
first partial year of service. In addition, the Company will enter into its form
of Indemnity Agreement with Ms. Katz, a copy of which has been filed as Exhibit
10.02 to Amendment No. 2 to the Company's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on June 17, 2019.
There is no arrangement or understanding between Ms. Katz and any other persons
pursuant to which Ms. Katz was appointed as a director. Furthermore, there are
no transactions between Ms. Katz and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
On Feburary 17, 2021, the Board also appointed Rati Sahi Levesque, age 40, as
President of the Company. Ms. Levesque has served as the Company's Chief
Operating Officer since April 2019 and will remain in that role. Ms. Levesque
served as our Chief Merchant from May 2012 to March 2019. Previously,
Ms. Levesque served as our Director of Merchandise from May 2011 to May 2012.
Ms. Levesque's base compensation will increase to $375,000, in part to recognize
her increased responsibilities as President of the Company. Ms. Levesque will
otherwise continue to participate in the usual compensation and benefit programs
available to an executive officer of the Company, all as described in the
Company's proxy statement for its 2020 annual meeting of stockholders filed with
the Securities and Exchange Commission on April 29, 2020. No family
relationships exist between Ms. Levesque and any of the Company's directors or
other executive officers.
There is no arrangement or understanding between Ms. Levesque and any other
persons pursuant to which Ms. Levesque was selected as President of the Company.
Furthermore, there are no transactions between Ms. Levesque and the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company's announcement regarding the election of Ms. Katz to the
Board and the appointment of Ms. Levesque as President of the Company is
attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 The RealReal Continues Building a More Diverse and Inclusive Board.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses