Ajay Gopal
TheRealRealAbout Ajay Gopal
Ajay Gopal is Chief Financial Officer of The RealReal (REAL) and has served in the role since March 18, 2024. He is 50 and holds a Master of Management Studies from the Birla Institute of Technology and Science . In 2024, the company’s one‑year TSR rose 443% and Adjusted EBITDA improved by $64.5MM; over the three years ended Dec 31, 2024, TSR decreased 5% while the Russell 3000 increased 49% (company-wide context, not solely attributable to the CFO) .
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| Outside Interactive, Inc. | Chief Financial Officer | Dec 2020 – Mar 2024 | |
| Good Eggs, Inc. | Chief Financial Officer | Jul 2019 – Dec 2020 | |
| Helix, Inc. | Chief Financial Officer | Jul 2018 – Jul 2019 | |
| StubHub | Chief Financial Officer | Apr 2013 – Jun 2018 | |
| eBay, Inc. | Senior roles | Prior to 2013 (dates not specified) | |
| GE HealthCare Technologies, Inc. | Management roles | Prior to eBay (dates not specified) |
External Roles
No current public-company board roles disclosed for Mr. Gopal in the 2025 DEF 14A .
Fixed Compensation
| Item | Detail | Source |
|---|---|---|
| 2024 Annualized Base Salary | $500,000 | |
| 2024 Salary Earned (partial year) | $384,615 | |
| Target Annual Bonus (% of base) | 75% (prorated in 2024) | |
| One-time Sign-on Bonus | $300,000 (paid after start; repayment if terminated for cause/resigns without good reason: 100% if on/before Mar 18, 2025; 50% if between Mar 18, 2025 and Mar 18, 2026) | |
| All Other Compensation (2024) | $12,000 (includes 401(k) match and up to $10,000 executive financial reimbursement program) |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Weighting | Threshold | Target | Stretch | Max | Actual Result | Payout % | 2024 Bonus Paid |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 100% | -10 | 0 | 10 | 15 | 9.3 | 147% | $435,277 |
| Notes | For CFOs/NEOs (except one), individual goals removed; single year-end payout design reinstated | |||||||
| Sources |
Long-Term Equity Awards (2024 grants)
RSUs (time-based)
| Grant Date | Units | Vesting Terms | Grant Date Fair Value |
|---|---|---|---|
| May 8, 2024 | 700,000 | 25% on first anniversary of vesting commencement date, then 12 equal quarterly installments over 3 years (inducement award, outside plan) | $2,856,000 |
| Sources | “25% + quarterly over 3 years” |
Sources: RSU structure and inducement status ; Ajay’s 2024 RSU units and fair value .
PSUs (performance-based, stock price hurdles)
| Grant Date | Tranche | Service Condition | Stock Price Hurdle | Units Eligible to Vest |
|---|---|---|---|---|
| May 8, 2024 | Tranche 1 | 12 months | $5.00 | 100,000 |
| Tranche 2 | 24 months | $7.50 | 100,000 | |
| Tranche 3 | 36 months | $10.00 | 150,000 | |
| Tranche 4 | 48 months | $15.00 | 200,000 | |
| Valuation/Notes | Monte Carlo valuation at threshold; inducement award outside plan | Total 550,000 | ||
| Sources | Vesting framework and hurdles | Units |
Sources: PSU tranches, hurdles, service/performance condition tied to stock price ; PSU total and accounting valuation approach .
Equity Ownership & Alignment
Outstanding equity at FY-end (Dec 31, 2024)
| Type | Units Unvested/Unearned | Year-end Value |
|---|---|---|
| RSUs | 700,000 | $7,651,000 |
| PSUs (portion recognized in table) | 100,000 | $388,000 |
| Sources |
Sources: FY 2024 Outstanding Equity Awards table (Ajay Gopal rows) . Note: Ajay’s PSU grant totals 550,000 units across four stock-price tranches, but the outstanding awards table reflects the accounting presentation (threshold portion) as of year-end; full tranche detail above .
Ownership guidelines and trading policies
- Stock ownership guidelines: CFOs and other executives are expected to own shares equal to 3x base salary within five years of appointment; newly appointed executives have five years to comply .
- Hedging/pledging: Hedging is prohibited; pledging or holding in a margin account is prohibited without Board approval (applies to officers) .
Potential insider selling pressure markers (based on vesting design)
- RSUs vest 25% at the first anniversary of the vesting commencement date and then quarterly over three years; inducement RSUs for Ajay have a vesting commencement date reported as Feb 20, 2024 (in the outstanding awards table), implying the first 25% cliff around Feb 2025 and quarterly thereafter (standard practice can create periodic taxable vesting events) .
Employment Terms
Offer and role
- Start Date and Offer Letter: CFO effective March 18, 2024; Offer Letter dated February 19, 2024 .
- Eligibility for company-standard severance and change‑in‑control agreement (non‑CEO level) .
Severance and Change‑in‑Control Economics (as disclosed)
| Scenario | Cash Severance | Benefits (COBRA subsidy) | Equity (RSUs) | Equity (PSUs) | Total |
|---|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | $1,171,107 | $9,668 | — | — | $1,180,775 |
| Qualifying Termination in CIC context | $1,171,107 | $9,668 | $7,651,000 (full acceleration) | $6,011,500 (full acceleration at target) | $14,843,275 |
| Sources |
Sources: Potential Payments tables; cash equals 1.0x base salary + target bonus (plus prorated 2024 target bonus for partial service) with 12 months of COBRA; CIC shows full acceleration of unvested RSUs and PSUs at target performance .
Agreement mechanics and restrictive covenants
- Standard severance/CIC agreement has a three‑year term with automatic one‑year renewals unless the company gives 60 days’ notice; includes confidentiality, non‑competition, and non‑solicitation obligations .
- PSU service condition deemed satisfied upon a change in control if awards are not assumed/substituted, or upon termination without cause/for good reason in the three months prior to, or following, a change in control through the 48‑month anniversary (per Ajay’s PSU award terms) .
Investment Implications
- Strong alignment with shareholders via substantial at‑risk equity: 2024 inducement awards include 700,000 RSUs and 550,000 PSUs tied to multi‑year service and explicit stock price hurdles ($5/$7.50/$10/$15), directly linking realizable pay to stock performance .
- Near‑term retention supported by sign‑on repayment terms and RSU cliff: the $300k sign‑on is subject to 100%/50% repayment if he departs before Mar 18, 2025/Mar 18, 2026; RSUs have a one‑year cliff followed by quarterly vesting, creating a multi‑year retention hook .
- Event‑driven acceleration risk: in a qualifying CIC scenario, all unvested RSUs and PSUs (at target) would accelerate, producing a large one‑time payout (disclosed total $14.84MM) and potentially increasing selling pressure post‑event .
- Pay‑for‑performance framework is clear: annual bonus is 100% tied to Adjusted EBITDA for the CFO; 2024 performance (9.3MM) yielded a 147% payout factor and a $435k bonus (prorated), reinforcing profit‑improvement incentives .
- Governance mitigants: hedging/pledging prohibitions and a 3x salary stock ownership guideline for the CFO support alignment and reduce risk of misaligned incentives .
- Company performance context: a dramatic 2024 rebound (TSR +443%, Adjusted EBITDA +$64.5MM) improves optics of incentive payouts, though longer‑term TSR over three years remains negative (-5% vs R3000 +49%), keeping pressure on sustained execution .
Notes and Additional Details
- The company has not awarded stock options since 2019; Ajay received RSUs and PSUs only (no options outstanding), consistent with program design .
- Independent compensation consultant (Compensia) advised the Compensation Committee in structuring the new-hire package and broader program .