Robert Julian
PROG HoldingsAbout Robert K. Julian
Independent director at PROG Holdings (PRG), age 62, appointed in November 2024. Former CFO of The RealReal (retired January 2024) with prior CFO roles at Sportsman’s Warehouse (2019–2021) and Deluxe Entertainment (2017–2018); earlier senior finance roles at Callaway Golf, Lydall, Rockwell, Honeywell, Cisco, Fisher Scientific, and Legrand S.A. He serves on PRG’s Audit Committee and is designated an SEC “audit committee financial expert,” and is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RealReal, Inc. | Chief Financial Officer; Co‑Interim CEO | CFO: Oct 2021–Jan 31, 2024; Co‑Interim CEO: Jun 2022–Feb 2023 | Led strategy and profitable growth; interim leadership during CEO transition |
| Sportsman’s Warehouse | EVP & Chief Financial Officer | 2019–2021 | Financial leadership in retail |
| Deluxe Entertainment Services Group | EVP, CFO & Treasurer | 2017–2018 | Finance transformation |
| Callaway Golf; Lydall; Rockwell; Honeywell; Cisco; Fisher Scientific; Legrand S.A. | Senior finance roles | Not disclosed | Broad multi‑industry finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shoals Technologies Group (Nasdaq: SHLS) | Independent Director; Audit Committee Chair | Director since Aug 2022; current term to 2027 | Chairs Audit Committee; prior Audit Committee member; governance oversight in energy transition EBOS |
| Rayton Solar Inc. (private) | Director | Not disclosed | Board oversight for engineered wafer technology |
Board Governance
- Committee assignments: Audit Committee member at PRG; Audit Committee met 8 times in 2024; PRG’s Board met 7 times in 2024 .
- Independence: Board determined each Audit Committee member, including Julian, meets heightened SEC/NYSE independence and financial literacy requirements; Julian is designated an “audit committee financial expert” .
- Attendance/engagement: All directors attended ≥75% of Board and committee meetings during their service in 2024. Audit Committee attendance was 100% for 2024 members except Julian and Mielke, who joined in November 2024 (implying partial‑year participation) .
- Executive sessions: Independent directors meet frequently without management; chaired by the Board Chair .
Fixed Compensation
| Component | Structure | 2024 Amount for Julian | Vesting/Terms |
|---|---|---|---|
| Annual cash retainer | $100,000 for non‑employee directors; plus Chair retainers (Audit $30,000; Comp $25,000; Nominating $20,000); Board Chair receives $125,000 additional cash retainer | $13,333 (pro‑rated for service starting Nov 2024) | Paid cash; may elect deferral under Deferred Compensation Plan |
| Equity (RSUs) | Annual RSUs valued at $150,000 | $150,000 grant; 3,109 RSUs granted Nov 2024 | Generally vests one year from grant date |
Notes: No meeting fees; employees on the Board receive no director pay .
Performance Compensation
PRG does not disclose performance‑conditioned compensation for non‑employee directors; director equity is time‑based RSUs with annual grants, and no options or performance share units for directors are disclosed .
Other Directorships & Interlocks
| Company | Industry Link to PRG | Potential Interlock/Conflict |
|---|---|---|
| Shoals Technologies Group (SHLS) | EBOS manufacturer for solar/storage; not a consumer finance/leasing provider | No disclosed related‑party transactions between PRG and SHLS; industry adjacency limited; Julian chairs SHLS Audit Committee, enhancing finance oversight credentials |
| Rayton Solar Inc. | Private engineered wafers; no PRG operations linkage | No PRG disclosure of transactions with Rayton Solar; Audit Committee oversees any RPTs >$100,000 per policy |
Expertise & Qualifications
- Designation: Audit Committee financial expert (SEC definition) .
- Domain expertise: CFO experience across public companies; e‑commerce/retail platform operations; accounting and finance leadership .
- Risk oversight: Audit Committee responsibilities include financial reporting, internal controls, compliance, cybersecurity, privacy, and related‑party pre‑approval; regular executive sessions with EY; pre‑approval policy for non‑audit services .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | As of March 10, 2025: “—” (no shares beneficially owned per Section 13(d) table) |
| Unvested RSUs | 3,109 RSUs held as of Dec 31, 2024 (November 2024 grant) |
| Ownership guidelines | Directors must own ≥$400,000 in stock/stock equivalents (including unvested RSUs/DSUs) within four years of joining; as of Dec 31, 2024, all directors are in compliance |
| Hedging/pledging | Prohibited under Insider Trading Policy; no hedging or pledging of Company stock allowed |
Alignment lens: Although Julian had no beneficially owned common shares at March 10, 2025, unvested RSUs and guideline compliance mitigate alignment concerns; hedging/pledging prohibitions further support alignment .
Governance Assessment
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Positives
- Independence and financial expertise: Independent status and SEC‑defined financial expert designation; sits on PRG Audit Committee and chairs SHLS Audit Committee, strengthening oversight credibility .
- Attendance/engagement: Board‑wide attendance threshold met; Julian added in Nov 2024 with Audit Committee participation thereafter; PRG Audit Committee active (8 meetings) and robust engagement with EY, including independence reviews and pre‑approval policy .
- Compensation structure: Director pay balanced between cash and time‑vested RSUs; no options, no meeting fees, no tax gross‑ups; stock ownership guideline in place with compliance .
- Conflict controls: Formal RPT policy and Audit Committee pre‑approval; no related‑party transactions requiring disclosure since Jan 1, 2024 .
-
Watch items / Red flags
- Low direct share ownership: No beneficial common shares reported as of March 10, 2025; while mitigated by RSUs and guideline compliance, continued monitoring of ownership accumulation is warranted for “skin in the game” .
- Multi‑board commitments: External Audit Committee Chair role at Shoals increases time demands; currently no disclosed conflicts, but monitor for any transactions or information interlocks with PRG counterparties .
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Implications for investor confidence
- Strong audit oversight, independence, and compliance posture reduce financial reporting risk; the lack of RPTs and prohibition on hedging/pledging support governance quality .
- Ownership alignment should improve as RSUs vest; adherence to the $400,000 guideline indicates commitment to shareholder alignment .