Caretha Coleman
TheRealRealAbout Caretha Coleman
Independent Class I director of The RealReal, Inc. since August 2020; age 75. Former Chief Administration Officer at Interval Research (finance, HR, facilities) and Chief Human Resources Officer at Software Publishing Corporation; advisor and board roles across early-stage tech ventures. Holds a business degree from Mount Wachusett Community College. Chairs the Compensation, Diversity & Inclusion Committee; the Board confirms independence for all non-employee directors, including Coleman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interval Research | Chief Administration Officer | Feb 1992–Sep 1994 | Led finance, HR, and facilities |
| Software Publishing Corporation | Chief Human Resources Officer | Nov 1982–Oct 1991 | Helped pioneer early desktop application software; HR leadership |
| The Angels’ Forum | Founding member | Not disclosed | Coaching and guidance to entrepreneurs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illuminate (VC) | Advisor | Not disclosed | Focus on enterprise, cloud, mobile; early-stage venture support |
| Mahmee | Board Director | Since Mar 2023 | Maternal care platform governance |
| Launch with GS | Advisor (prior) | Not disclosed | Diversity capital initiative at Goldman Sachs |
| Dignity Health (non-profit) | Board Director; Chair | 2005–2021; Chair 2012–2015 | Oversight, chaired board |
Board Governance
- Committee assignments: Chair, Compensation, Diversity & Inclusion Committee; not on Audit or Corporate Governance & Nominating Committees .
- Independence: All directors except the CEO are independent; all committees are 100% independent. Independent Board Chair (Karen Katz) and executive sessions of independent directors are held .
- Attendance: Board held 6 meetings in 2024; Coleman attended at least 75% of Board/committee meetings (only Carol Melton was at 70%) .
- Meetings in 2024: Audit (7), Compensation (6), Corporate Governance (4); Board may engage outside advisers independently .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Paid quarterly, prorated if partial year |
| Committee Chair Cash Retainer (Compensation) | $14,000 | Paid quarterly, prorated if partial year |
| Total Cash Fees (2024) | $49,000 | Coleman’s actual 2024 cash fees |
| Annual Equity RSU Grant | $165,000 | Fixed-value grant; vests at next AGM or ~1-year cliff |
| RSUs Granted (2024) | 50,925 | $165,000 / $3.24 (Jul 24, 2024 grant date price) |
| Total 2024 Director Compensation | $214,000 | Fees + RSUs grant-date fair value |
- Structure highlights: No performance-based equity for directors; robust stock ownership guidelines (5x annual cash retainer); prohibition on hedging/pledging; directors may defer RSUs and/or convert cash fees to deferred RSUs .
Performance Compensation
- The director program does not use performance-based equity awards, specifically to discourage excessive risk-taking; therefore, no performance metrics apply to Coleman’s director compensation .
Other Directorships & Interlocks
- Public company boards: None disclosed for Coleman; primary board role is The RealReal (Compensation Committee Chair) .
- Interlocks/conflicts: No related-party transactions disclosed involving Coleman; company’s investors’ rights agreement references entities affiliated with director Chip Baird and an executive’s family member, not Coleman .
Expertise & Qualifications
- Deep technology industry experience; executive coaching, organizational strategy, HR leadership. Prior board chair experience at Dignity Health; active advisor to diversity-focused initiatives. Qualifications align with oversight of compensation, diversity, and human capital policies; currently chairs the Compensation Committee .
Equity Ownership
| Breakdown | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common shares (direct) | 174,833 | <1% | As of Apr 14, 2025 |
| RSUs vesting within 60 days | 50,925 | <1% | As of Apr 14, 2025 |
| Total beneficial ownership | 225,758 | <1% | SEC beneficial ownership methodology |
| Options | — | — | None disclosed |
| Hedging/Pledging | Prohibited | — | Company policy bars hedging/pledging without Board approval |
Insider Trades (Form 4)
| Transaction Date | Type | Quantity | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024-05-31 | Sale (S) | 10,354 | $4.33 | 174,833 | |
| 2024-07-24 | Award (A) RSUs | 50,925 | $0.00 | 225,758 | |
| 2025-07-23 | Award (A) RSUs | 26,025 | $0.00 | 251,783 |
Governance Assessment
- Board effectiveness: Coleman’s role as Compensation Committee Chair aligns with her HR and organizational background; committee responsibilities include executive pay policy, performance evaluation, director pay oversight, and long-term incentive administration, with authority to retain independent advisers (FW Cook engaged in 2024) .
- Independence and alignment: Independent director; company enforces anti-hedging/pledging and robust ownership guidelines (5x retainer). Director equity grants are time-based RSUs, avoiding short-term risk behavior; cash fees reflect chair workload differentiation .
- Attendance/engagement: Board held six meetings; Coleman met the minimum 75% attendance threshold; compensation committee met 6 times in 2024, underscoring active oversight of pay and human capital .
- Conflicts/related parties: No Coleman-related related-party transactions disclosed; audit committee pre-approves RPTs per policy, and compensation committee interlocks indicate no insider participation or cross-board conflicts in 2024 .
- Shareholder confidence signals: Company received ~88% Say-on-Pay support in 2024; ongoing governance enhancements include Board declassification resubmission (96% support of votes cast in 2024 but failed supermajority) and supermajority sunset roadmap, suggesting responsiveness to investor feedback .
RED FLAGS: None specific to Coleman identified (no pledging, no related-party transactions, attendance ≥75%). A modest open-market sale (10,354 shares) in May 2024 is not unusual for routine liquidity and is offset by annual RSU awards under standard director program .