Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2020, The Board of Directors (the Board) of The
RealReal, Inc. (the Company) appointed Ms. Emma Grede as a new member of the Board, with such appointment to be effective immediately.
Ms. Grede fills a vacancy created by an increase in the size of the Board from eight to nine, and her term of office will expire at the Companys
2021 annual meeting of stockholders or until her successor has been elected and qualified.
As a non-employee
director, Ms. Grede is entitled to receive the compensation arrangements in accordance with the Companys recently adopted Director Compensation Program, which includes a cash retainer of $35,000, paid quarterly, and an annual award of
$165,000 in Restricted Stock Units. In addition, the Company will enter into its form of Indemnity Agreement with Ms. Grede, a copy of which has been filed as Exhibit 10.02 to the Companys Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on June 17, 2019.
There is no arrangement or
understanding between of Ms. Grede and any other persons pursuant to which Ms. Grede was appointed as a director. Furthermore, there are no transactions between Ms. Grede and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
In addition, on October 28, 2020, effective immediately, the Board
appointed Ms. Caretha Coleman to its Compensation, Diversity and Inclusion Committee, Ms. Carol Melton to its Corporate Governance and Nominating Committee and reassigned incumbent director Ms. Niki Leondakis from its Compensation,
Diversity and Inclusion Committee to its Audit Committee, having previously determined that each member, respectively, satisfies all applicable requirements to serve on such Committees, including without limitation the applicable requirements of The
Nasdaq Global Select Market and the Securities Exchange Act of 1934, as amended.