Chatelle Lynch
TheRealRealAbout Chatelle Lynch
Chatelle Lynch, 48, serves as Chief People Officer at The RealReal (REAL) since December 2023. She previously led HR and people operations at McAfee and Intel Security and held HR/compensation roles at Fluor Corporation; she holds two bachelor’s degrees from Deakin University in Melbourne . Company performance during her tenure included first-time positive Adjusted EBITDA of $9 million in 2024 (up $64 million year over year) and positive Free Cash Flow of $1 million (up $104 million), which anchored the NEOs’ pay-for-performance bonus design . REAL prohibits hedging and pledging of company securities without Board approval and maintains executive stock ownership guidelines of 3x base salary for the Chief People Officer, with a five-year compliance window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McAfee | Chief People Officer | Apr 2005–Feb 2011 | Oversaw global people team, facilities, and corporate/executive communications |
| Intel Security (post McAfee acquisition by Intel) | Head of Human Resources | Feb 2011–Apr 2017 | Led HR through integration and operations within Intel Security |
| McAfee (post spin-out from Intel) | Chief People Officer | Apr 2017–Nov 2022 | Led HR as CPO following the spin-out and rebranding |
| Fluor Corporation | HR/Compensation roles | Prior to McAfee | Specialized in human resources and compensation |
External Roles
No public company board roles or external directorships disclosed for Lynch in the proxy .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Base Salary (set) | $450,000 |
| Salary Earned (2024) | $448,269 |
| All Other Compensation (401(k) match; executive financial reimbursement program) | $12,000 |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Weighting | Target Bonus ($) | Actual Company Result | Payout % | Bonus Paid ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $337,500 | $9.3 million (Between Target and Stretch) | 147% | $496,125 |
Design notes:
- Adjusted EBITDA was the sole metric for Lynch’s bonus in 2024 (0–200% payout scale; threshold ≤ -$10mm, target $0mm, stretch $10mm, max ≥ $15mm) .
- Lynch’s target bonus was 75% of base salary .
Long-Term Incentive (LTI) – Equity Awards (2024)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Terms | 2024 Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|---|---|
| RSU (Inducement) | 3/4/2024 | 650,000 | $2,080,000 | 25% on first anniversary of vesting commencement date; then 12 equal quarterly installments over three additional years | 162,500 | $719,875 |
Notes:
- No PSUs were granted to Lynch in 2024; PSUs were granted to other NEOs (CEO/CLO/CTPO tied to Free Cash Flow; CFO tied to stock price hurdles) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 14, 2025) | 205,605 shares; less than 1% of outstanding |
| Shares Outstanding (as of Beneficial Ownership Date) | 113,094,079 shares |
| Ownership as % of Outstanding | ≈0.18% (205,605 ÷ 113,094,079) |
| Composition detail (per footnotes) | 125,725 shares held + 49,604 RSUs vesting within 60 days (footnote disclosure) |
| Options (Exercisable/Unexercisable) | None held as of Dec 31, 2024 |
| 2024 Shares Vested | 162,500 RSUs vested; $719,875 realized |
| Stock Ownership Guidelines | Executives (CFO, CLO, CPO) must hold 3x base salary; 5 years to comply |
| Hedging/Pledging | Prohibited without Board approval (Insider Trading Policy) |
| Inducement Grant (outside equity plans) | RSU 650,000 granted outside Company plans under Nasdaq Rule 5635(c)(4) |
Employment Terms
| Component | Terms |
|---|---|
| Role Start | Chief People Officer since December 2023 |
| Agreement Type | Standard severance and change-in-control agreement; 3-year term with automatic one-year renewals unless terminated with 60 days’ notice |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation obligations |
| Severance – Qualifying Termination (outside CIC period) | Cash severance $1,125,000 + 12-month COBRA subsidy $31,918; no equity acceleration |
| Severance – Qualifying Termination during CIC Protection Period | Cash severance $1,125,000 + full acceleration of unvested RSUs ($5,328,375), 12-month COBRA subsidy $31,918; no PSUs for Lynch |
| Trigger Mechanics | Double trigger for equity acceleration (requires CIC + qualifying termination); no single-trigger acceleration |
| Tax Gross-Ups | None on executive/severance payments |
Values reference Dec 31, 2024 price of $10.93 used by the Company for potential payments tables .
Investment Implications
- Pay-for-performance alignment: Lynch’s cash incentive is solely tied to Adjusted EBITDA, which paid out at 147% on 2024 results (Adjusted EBITDA $9.3m), reinforcing focus on profitability and cost discipline .
- Equity mix and potential selling pressure: A large 650,000-share RSU inducement with a 25% cliff and quarterly vesting thereafter creates predictable supply; 162,500 shares vested in 2024 with $719,875 value realized, indicating ongoing quarterly vesting that can contribute to insider selling pressure as shares settle .
- Alignment and risk controls: No options, prohibition on hedging/pledging, and double-trigger equity acceleration reduce misalignment and windfall risk; stock ownership guidelines of 3x salary aim to increase skin-in-the-game though compliance status is not disclosed .
- Retention economics: Outside CIC, severance equates to ~1x salary+target bonus plus 12 months COBRA; within CIC, full RSU acceleration materially increases payout value ($5.33m RSU acceleration), balancing retention with transaction-related turnover risk .
- Company execution context: First-time positive Adjusted EBITDA and Free Cash Flow in 2024 support the bonus framework and may bolster human-capital initiatives under Lynch’s remit as CPO, with compensation designed around performance and retention .