Item 5. Other Information
Item 5. Other Information.
Mark McCaffrey Appointed as Member of the Board of Directors
On August 5, 2025, the Board of Directors (the “Board”) of The RealReal, Inc. (the “Company”) appointed Mark McCaffrey to the Board as a Class I Director, with his term expiring at the Company’s 2026 annual meeting of stockholders or upon his successor having been elected and qualified.
Mr. McCaffrey has served as the Chief Financial Officer of GoDaddy, Inc. (NYSE:GDDY) since June 2021. Prior to this, Mr. McCaffrey worked at PricewaterhouseCoopers LLP ("PwC"), a professional services firm, for 26 years, including as a partner since July 2000. Most recently, Mr. McCaffrey served as PwC’s US Technology, Media and Telecommunications Leader. Mr. McCaffrey holds a B.B.A. degree in accounting from Pace University.
As a non-employee director, Mr. McCaffrey 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 will 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 occurring after such date of grant, subject to continued service as a non-employee director through such vesting date. Initial cash retainers and equity awards are adjusted pro rata for the first partial year of service. In addition, the Company will enter into its form of Indemnity Agreement with Mr. McCaffrey, a copy of which has been filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 28, 2023.
There is no arrangement or understanding between Mr. McCaffrey and any other persons pursuant to which Mr. McCaffrey was appointed as a director. Furthermore, there are no transactions between Mr. McCaffrey and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Chief People Officer Transition
On August 4, 2025, the Company announced the departure of Chatelle Lynch, Chief People Officer, effective on August 15, 2025. The Board appointed Todd Suko to serve as Interim Chief People Officer, effective August 15, 2025. Mr. Suko currently serves as the Company’s Chief Legal Officer and Secretary and will continue to serve in these capacities while serving as Interim Chief People Officer.
Separation Agreement with Ms. Lynch
On August 4, 2025, Ms. Lynch entered into a separation agreement (the “Separation Agreement”) with the Company. Ms. Lynch’s separation will be treated as an involuntary termination without cause, effective August 15, 2025, consistent with her existing severance and change in control agreement with the Company (the “Severance Agreement”), a form of which was filed with the SEC as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024. Pursuant to the Separation Agreement, subject to Ms. Lynch’s execution and non-revocation of a general release of claims in favor of the Company and compliance with applicable restrictive covenants, the Company will provide Ms. Lynch with the following payments and benefits, which constitute the payments and benefits to which she is entitled under the terms of her existing Severance Agreement: a lump sum cash payment equal to (i) 12 months of the executive’s annual salary plus target bonus, plus (ii) a prorated target bonus for the year of termination, plus (iii) 12 months of the employer subsidy portion of the executive’s monthly healthcare insurance premiums.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Compensation Arrangements with Mr. Suko
Also effective August 4, 2025, the Company entered into a letter agreement with Mr. Suko (the "Letter Agreement"), pursuant to which Mr. Suko is entitled to receive an additional stipend of $10,000 per month, subject to his continued service in
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the role of Interim Chief People Officer. This stipend will be prorated for any partial months of service in the role of Interim Chief People Officer and payable in accordance with the Company’s normal payroll practices.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated by reference herein.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
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Item 6. Exhibits.
Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).
Exhibit
Number Description
10.1†*
Separation Agreement, dated August 4, 202 5 , by and between The RealReal, Inc. and Chatelle Lynch .
10.2†*
Letter Agreement re : Interim Chief People Officer Compensation, dated August 4, 2 025, by and between The RealReal, Inc. and Todd Suko.
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set
_________________________
* Filed herewith.
† Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The RealReal, Inc.
Date: August 7, 2025 By: /s/ Rati Sahi Levesque
Rati Sahi Levesque
Chief Executive Officer
Date: August 7, 2025 By: /s/ Ajay Madan Gopal
Ajay Madan Gopal
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.