James Miller
TheRealRealAbout James R. Miller
James R. Miller, 61, has served as an independent director of The RealReal since May 2019. He is a former CTO of Wayfair, former VP of Global/Worldwide Operations at Google, and currently serves as an Executive Partner at Ethos Capital and Senior Advisor to BCG. He holds a B.S. in aerospace engineering (Purdue), an M.S. in mechanical engineering (MIT), and an M.B.A. from MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair | Chief Technology Officer (Interim CTO Aug 2019–Apr 2020; CTO Apr 2020–Jul 2022) | 2019–2022 | Senior tech leadership at scaled e‑commerce operations |
| AREVO | Chief Executive Officer; Strategic Advisor | CEO Feb 2018–Dec 2018; Advisor Jan–Jun 2019 | Led 3D printing/software company transition |
| Vice President, Global/Worldwide Operations | Jul 2010–Feb 2018 | Scaling operations at high-growth internet platform | |
| Ethos Capital | Executive Partner | Since Mar 2023 | Investment/operating advisory |
| Boston Consulting Group (BCG) | Senior Advisor | Since Jan 2023 | Strategic advisory |
External Roles
| Organization | Role | Public Company? | Tenure/Notes |
|---|---|---|---|
| LivePerson (NASDAQ: LPSN) | Director | Yes | Current director |
| Brambles Ltd | Director | Yes | Current director |
| Wayfair (NYSE: W) | Director | Yes | Jul 2016–Apr 2020 (former) |
| Corporate Eco Forum | Director | No (non-profit/organization) | 2008–2018 (former) |
| Various private companies | Director | No | Current (unspecified) |
Board Governance
- Classification and tenure: REAL’s board is staggered into three classes; Miller is a Class III director nominated and elected in 2025 for a term through the 2028 annual meeting .
- Independence: The company discloses all directors except the CEO are independent; all committee members are independent. Audit Committee members (including Miller) are independent under Exchange Act Rule 10A‑3 .
- Committee assignments (2024): Audit Committee member (Chair: Robert Krolik). Total 2024 meetings: Board (6), Audit (7), Compensation (6), Governance (4) .
- Attendance: In 2024, each current director attended at least 75% of aggregate board/committee meetings of which they were a member, other than one director (Carol Melton) at 70% .
- Audit Committee report: Miller co-signed the Audit Committee report recommending inclusion of audited financial statements and appointment of KPMG for FY2025 .
Fixed Compensation
| Component | Amount/Terms | 2024 Amount for Miller |
|---|---|---|
| Annual Board Cash Retainer | $35,000, paid quarterly | $35,000 |
| Committee Chair Fees | Audit $20,000; Compensation $14,000; Governance $8,000 | Not applicable (not a chair) |
| Board Chair Fee | $30,000 | Not applicable |
| Annual Director RSU Grant | $165,000 fixed grant value; vests on earlier of first anniversary or immediately prior to next annual meeting; directors may defer RSUs and convert cash fees to deferred RSUs | $165,000 grant value in 2024; 50,925 RSUs based on $3.24 close on Jul 24, 2024; Miller elected to defer settlement |
| Total 2024 Director Compensation | Cash + Stock | $200,000 total (Cash $35,000; Stock $165,000) |
Program design notes:
- Robust stock ownership guideline for non-employee directors: 5x annual cash retainer; RSUs (whether or not vested) count toward compliance; five years to achieve; one additional year after any retainer increase .
- Hedging and pledging prohibited for directors (no shorting, derivatives; no margin/pledging without board approval) .
- Company-wide governance highlights include a compensation clawback policy .
Performance Compensation
| Performance-Linked Element | Design/Metric | 2024 Status |
|---|---|---|
| Performance-Based Equity for Directors | Company policy emphasizes full-value, time-vested RSUs; “No performance-based equity awards” for directors to discourage excessive risk-taking | None; 2024 awards were time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Relevance |
|---|---|---|
| LivePerson (LPSN) | Director | No related-party transactions disclosed involving Miller in REAL’s related party section; policy and an IRA involving a director-affiliated entity (PWP/GreyLion) are described separately . |
| Brambles Ltd | Director | Same as above; no Miller-specific related-party transactions described in proxy’s related party disclosure . |
| Wayfair (W) | Former Director | Former board service (ended Apr 2020) noted; no REAL transaction disclosures involving Miller . |
Expertise & Qualifications
- Operating scale-up expertise in large internet/e-commerce platforms (Google ops leadership; Wayfair CTO) .
- Technology and supply-chain/operations depth relevant to marketplace logistics and fulfillment .
- Engineering and business academic credentials (Purdue; MIT; MIT Sloan) .
Equity Ownership
As of the April 14, 2025 Beneficial Ownership Date:
- Shares beneficially owned: 126,966; company table denotes percentage with “*” (company’s notation) .
- Footnote breakdown: 106,966 shares held directly; 20,000 options vested/exercisable or within 60 days; RSUs for 50,925 shares vesting within 60 days; Miller elected to defer settlement of these RSUs to a future date .
- Shares outstanding basis for percentages: 113,094,079 .
| Holder | Beneficial Ownership (#) | % Outstanding | Footnote Details |
|---|---|---|---|
| James R. Miller | 126,966 | * | 106,966 shares; 20,000 options (vested/within 60 days); 50,925 RSUs vesting within 60 days; RSUs elected for deferred settlement |
Outstanding equity awards (12/31/2024):
- Options: 20,000; RSUs: 50,925 .
Hedging/Pledging:
- Prohibited by policy for directors; pledging only with board approval .
Insider Trading Activity
| Date | Type | Shares | Price/Terms | Notes |
|---|---|---|---|---|
| Jul 26, 2024 | Sale | 53,526 | See Form 4; effected under a Rule 10b5‑1 plan adopted Nov 27, 2023 | Company investor site PDF and SEC filing indicate plan-based sale |
| Jul 23, 2025 | RSU/DRSU Settlement | 26,025 | $0 (settlement of deferred RSUs) | Form 4 shows DRSU settlement; post-settlement direct ownership disclosed by source summary |
Director Compensation (Detail for 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| James Miller | 35,000 | 165,000 | 200,000 | 50,925 RSUs; elected to defer settlement |
Program reference values:
- RSU grant value ($165,000) divided by $3.24 close on Jul 24, 2024 to determine units (50,925) .
- Annual retainer and chair fee schedule (Board $35k; Chair retainers: Board $30k; Audit $20k; Comp $14k; Gov $8k) .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 Say‑on‑Pay (advisory) PASSED: For 55,829,190; Against 2,361,561; Abstain 1,050,298; Broker non‑votes 25,438,578 .
- 2025 Director Elections: James Miller re‑elected as Class III director (For 57,902,837; Withheld 1,338,212; Broker non‑votes 25,438,578) .
- Board structure proposals (context): 2025 proposals to declassify the board and to limit certain officer liability did not achieve required supermajority; results disclosed in 8‑K .
Related Party Transactions & Conflicts
- Policy: Audit Committee must review/approve any related party transactions >$120,000; company has a written policy .
- Disclosures: Proxy describes an Investors’ Rights Agreement (IRA) involving entities affiliated with director Chip Baird (GreyLion/PWP) and a family member of an executive, but does not describe any Miller‑related transactions in that section .
Governance Assessment
-
Strengths
- Independent director with deep operations/technology expertise aligned to marketplace scale and logistics complexity .
- Active Audit Committee member; signed 2024 Audit Committee report; committee oversees financial reporting, internal controls, auditor independence, and cybersecurity risk oversight .
- Compensation design emphasizes equity alignment with robust 5x retainer ownership guideline and prohibition on hedging/pledging; director awards are time-based (reduces risk-taking incentives) .
- Attendance threshold met (≥75%) amid meaningful committee workload (Audit 7 meetings in 2024) .
-
Watch items
- Multiple external directorships (LivePerson, Brambles, plus private boards) increase time commitments; however, company reports acceptable attendance in 2024; continue to monitor engagement if committee load increases .
- Insider sale in 2024 conducted under a pre‑set 10b5‑1 plan (common practice); subsequent 2025 DRSU settlement increased direct holdings; continue to monitor for any pledging (prohibited by policy) or pattern of discretionary selling .
-
Overall view
- Miller’s audit oversight role, tech/operations background, equity-heavy director pay structure, and adherence to ownership and anti‑hedging policies support investor confidence. No Miller‑specific related party transactions are described in the proxy’s related party transactions section; governance outcomes (director re‑election and say‑on‑pay support) indicate broad shareholder acceptance in 2025 .