Chip Baird
TheRealRealAbout Gilbert L. “Chip” Baird III
Independent director since June 2018 (Class III); age 53. Co‑founder and Managing Partner of GreyLion Partners (formed 2020), previously co‑founded PWP Growth Equity at Perella Weinberg Partners (2012) and held investing roles at Weston Presidio, The Beacon Group, and Merrill Lynch. BS in Finance & International Business (Penn State) and MBA (Harvard Business School). Selected to the board for finance and capital structure expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GreyLion Partners LP | Co‑Founder & Managing Partner | 2020–present | Investment committee member; significant experience across portfolio boards |
| Perella Weinberg Partners (PWP Growth Equity) | Co‑Founder (middle market PE) | 2012–2020 | Built and led PWP Growth Equity strategy; spun out to GreyLion in 2020 |
| Weston Presidio | Partner | Prior to 2012 | Private equity investing (consumer/industrial) |
| The Beacon Group | Private equity investor | Prior to Weston Presidio | Focus on business/industrial services, energy, manufacturing |
| Merrill Lynch (IBD) | Analyst/Associate (M&A/high yield/equity offerings) | Career start | Transaction execution experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| GreyLion Partners LP | Managing Partner | Private | PE sponsor affiliated with >5% REAL holder via legacy PWP Growth Equity Funds |
| PWP Growth Equity Funds (legacy) | Investment committee influence | Private | Funds hold ~6.65% of REAL; control delegated to GreyLion post spin‑out |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation, Diversity & Inclusion .
- Independence: Board determined all directors except CEO are independent under Nasdaq and SEC rules .
- Attendance: Board met 6 times in 2024; committees met Audit 7, Compensation 6, Governance 4; all directors attended ≥75% except Carol Melton (70%). Baird met the ≥75% threshold .
- Leadership: Independent Board Chair (Karen Katz since Feb 2024); executive sessions of independent directors .
- Governance roadmap: Board declassification proposal (requires 66⅔% outstanding); resubmitted after strong support but prior failure due to insufficient participation .
- Stockholder engagement: Outreach to holders representing ~60% of shares; meetings representing ~9% held .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Annual Board cash retainer | $35,000; paid quarterly | $35,000 |
| Committee chair retainer (Corporate Governance) | $8,000; paid quarterly | $8,000 |
| Total cash fees (Baird) | Retainer + chair | $43,000 |
| Annual RSU grant | Fixed value $165,000; cliff vest ~1 year | $165,000; 50,925 RSUs at $3.24 grant price |
| Outstanding RSUs (12/31/2024) | Unvested director RSUs | 50,925 units |
Policies affecting director pay:
- Emphasis on equity; no performance‑based director equity to discourage risk‑taking .
- Robust director ownership guideline: 5× annual cash retainer; 5‑year compliance window; unvested RSUs counted .
- RSU and cash deferral programs (Section 409A compliant) available to directors .
Performance Compensation (Director)
| Performance Metric | Status |
|---|---|
| Director performance‑based equity or incentive metrics | None (company policy: no performance‑based equity awards for non‑employee directors) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 (no cross‑board executive overlaps) .
- Related agreements: Investors’ Rights Agreement grants registration rights to certain holders, including PWP Growth Equity affiliates; Baird is affiliated with PWP/GreyLion. Audit Committee oversees related‑party transactions under a written policy .
Expertise & Qualifications
| Area | Details |
|---|---|
| Finance & capital structure | Multi‑decade private equity and investment banking experience; selected to the board for capital markets expertise |
| Governance | Chairs nomination/governance; experience across >20 portfolio boards |
| Education | BS (Penn State); MBA (Harvard) |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Chip Baird (incl. RSUs vesting within 60 days) | 50,925 RSUs vesting within 60 days | — | Director RSUs counted toward ownership guideline |
| Entities affiliated with GreyLion Partners (legacy PWP Growth Equity Funds) | 7,516,570 | 6.65% | Control delegated to GreyLion; Baird is affiliated and disclaims beneficial ownership except to pecuniary interest |
| Chip Baird aggregate as shown in director table | 7,567,495 | 6.69% | Includes RSUs vesting within 60 days and affiliated fund holdings; disclaimer applies |
No hedging/pledging: Officers and directors prohibited from hedging; pledging/margin only with Board approval .
Insider Trades (most recent)
| Transaction Date | Filing Date | Type | Quantity | Price | Ownership After | Direct/Indirect | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025‑07‑23 | 2025‑08‑11 | Award (RSUs) | 26,025 | $0 | 26,025 | Direct (D) | |
| 2025‑11‑17 | 2025‑11‑19 | Sale | 7,686,442 | $13.21 | 0 | Indirect (I) |
Note: The November 2025 Form 4 indicates indirect disposition consistent with affiliated fund activity; large insider sales by a major holder merit monitoring for alignment and liquidity considerations .
Governance Assessment
- Strengths: Independent status; chairs Governance; active role in board declassification and governance enhancements; independent Board Chair and executive sessions; robust director ownership guidelines; no director performance‑based equity reducing risk incentives .
- Alignment: Meaningful economic exposure via GreyLion‑affiliated holdings and annual RSUs; deferral programs allow longer‑term alignment; no hedging allowed .
- Potential conflicts & red flags:
- Affiliation with a >5% shareholder (GreyLion/PWP Growth Equity) holding registration rights under the Investors’ Rights Agreement; while the Board deems him independent, this is a potential conflict vector requiring ongoing Audit Committee oversight of related‑party matters .
- Large indirect sale in Nov 2025 by the reporting person (affiliated funds) could signal portfolio rebalancing or liquidity needs; monitor for sustained selling pressure and potential influence on strategic decisions .
- Attendance/engagement: Met attendance thresholds; company conducted structured investor outreach, with board responsiveness evidenced by declassification and continued use of performance‑based PSUs for executives (context for board oversight of pay) .
Overall view: Baird brings deep capital markets and governance expertise and leads key governance reforms, but his affiliation with a significant shareholder introduces a related‑party and alignment risk channel that warrants continued transparency (e.g., recusal on IRA/registration discussions) and strict application of the related‑party transaction policy by the Audit Committee .