Karen Katz
TheRealRealAbout Karen Katz
Karen Katz (age 68) is an independent director of The RealReal (REAL) since February 2021 and has served as independent Board Chair since February 20, 2024. She sits on the Audit Committee. Katz previously served as CEO of Neiman Marcus Group and Interim CEO of Intermix, and holds a B.A. from the University of Texas at Austin and an MBA from the University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neiman Marcus Group | Chief Executive Officer | Oct 2010 – Feb 2018 | Led luxury retail operator through multi‑year leadership tenure |
| Intermix | Interim Chief Executive Officer; Director | Jun 2022 – Nov 2022; Apr 2022 – Nov 2022 | Stabilization/transition leadership at specialty retail brand |
External Roles
| Company | Exchange/Ticker | Role | Committee Roles (as disclosed by REAL) |
|---|---|---|---|
| Under Armour, Inc. | NYSE: UAA, UA | Director | Not disclosed in REAL proxy |
| Humana Inc. | NYSE: HUM | Director | Not disclosed in REAL proxy |
Board Governance
- Independence and role: Independent director; Independent Board Chair since Feb 20, 2024 .
- Committees: Audit Committee member; Audit Committee is fully independent; chair is Rob Krolik; Mr. Krolik qualifies as “audit committee financial expert” .
- Board structure: CEO serves as a director; independent Chair structure adopted in 2024 to strengthen oversight .
- Meetings and attendance (2024): Board held 6 meetings; committees held 17 meetings (Audit 7; Compensation 6; Governance 4). All current directors attended ≥75% of aggregate Board/committee meetings, except Carol Melton at 70%; implies Katz met attendance expectations .
- Executive sessions/policies: Executive sessions of independent directors held; robust stock ownership guidelines; prohibition on hedging/pledging; compensation clawback policy .
- Board declassification proposals: Management proposal to phase in declassification re‑submitted in 2025; received 58,078,861 “For” but failed to meet supermajority outstanding-share requirement; management also proposed officer exculpation, which similarly did not achieve supermajority .
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Board) | $35,000, paid quarterly | |
| Board Chair additional retainer | $30,000 annually (effective Feb 20, 2024; prorated in 2024) | |
| Committee chair retainers | Audit $20,000; Compensation $14,000; Governance $8,000 | |
| 2024 fees earned by Karen Katz | $60,879 (includes prorated Chair fee) |
Notes: No meeting fees disclosed. Directors may elect to defer cash into deferred RSUs beginning 2025 under a cash deferral program .
Performance Compensation
- Equity awards are time‑based RSUs only (no performance‑based equity for directors). Annual grant fixed at $165,000 grant‑date value, cliff-vests on the earlier of 1 year or the day before the next annual meeting; directors may defer settlement; initial awards prorated if applicable .
- 2024 equity for Karen Katz: $165,000 RSU grant on July 24, 2024 (valued using $3.24 close), with 50,925 RSUs reflected as outstanding at 12/31/2024 .
Director performance metric table: Not applicable—no performance metrics are used for non‑employee director equity (reduces risk-taking) .
Other Directorships & Interlocks
| Type | Detail | Investor-Relevant Notes |
|---|---|---|
| Public boards | Under Armour (UAA/UA); Humana (HUM) | Expands external networks; no interlocks with REAL’s customers/suppliers disclosed . |
| Prior public/private roles | Neiman Marcus Group; Intermix | Retail/luxury domain expertise aligns with REAL’s strategy . |
No related-party transactions involving Karen Katz were disclosed in the latest proxy; related‑party policy sits with the Audit Committee .
Expertise & Qualifications
- Luxury and retail operating leadership (former CEO, Neiman Marcus) .
- Public company board governance; independent Board Chair experience .
- Audit oversight (Audit Committee member) .
- Education: B.A. University of Texas at Austin; MBA University of Houston .
Equity Ownership
| Item | Amount / Status | Source |
|---|---|---|
| Beneficial ownership as of Apr 14, 2025 | 150,376 shares | |
| RSUs vesting within 60 days of record date | 50,925 RSUs (elected to defer settlement) | |
| Ownership as % of outstanding | Less than 1% (not a 5% holder) | |
| Hedging/pledging | Prohibited without Board approval |
Recent insider Form 4 activity (director equity grants; no open-market buys/sells reported):
- 07/23/2025: 26,025 deferred RSUs granted; post-transaction beneficial ownership 233,732 shares (deferred settlement) .
- 09/30/2025: 1,528 deferred RSUs granted; beneficial ownership noted as 235,260 shares; fully vested, settlement deferred .
Stock ownership guidelines: 5× annual cash retainer (directors have 5 years from appointment to meet; shares underlying RSUs count). Individual compliance status by director is not explicitly disclosed; Katz joined Feb 2021 (5‑year window through 2026) .
Governance Assessment
- Strengths: Independent Chair; fully independent committees; Katz’s Audit Committee service and luxury retail operating background bolster oversight; adoption of director equity deferral programs aligns interests; prohibition on hedging/pledging; clawback policy in place .
- Shareholder alignment: Katz’s equity is primarily in RSUs/DRSUs; 2024 director pay mix emphasized equity ($165k RSU vs $60.9k cash fees) .
- Board effectiveness signals: 2024 attendance at or above threshold for all current directors except one (not Katz); structured investor outreach (reached out to holders ~60% SO; meetings with ~9% SO); say‑on‑pay received strong support (For: 55,829,190; Against: 2,361,561; Abstain: 1,050,298) .
- Areas to monitor: Multiple outside public boards can create time‑commitment considerations; however, attendance standards were met. Board declassification proposals received strong votes cast but did not clear supermajority outstanding‑share threshold—continued governance evolution remains a focus .
No RED FLAGS identified for Katz specifically:
- No related‑party transactions disclosed for Katz .
- No pledging/hedging; policy prohibits without approval .
- No attendance shortfall disclosed for Katz (≥75% threshold met) .
Appendix: Key Data Tables
Director Compensation – Karen Katz (2024)
| Metric | Amount | Notes |
|---|---|---|
| Cash fees | $60,879 | Includes prorated $30k Chair retainer effective 2/20/2024 |
| Equity award (RSUs) | $165,000 | Annual grant; cliff vests ~1 year; 50,925 RSUs reflected outstanding at 12/31/2024 |
Board & Committee Activity (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 6 | Independent Chair structure; CEO also a director |
| Audit Committee | 7 | Katz member; all independent; chair Krolik (financial expert) |
| Compensation Committee | 6 | All independent |
| Governance & Nominating | 4 | All independent |
Annual Meeting Voting Results (June 11, 2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Class III Directors (e.g., Baird, Miller, Levesque) | 57,363,158 – 57,973,754 | 1,267,295 – 1,877,891 | — | 25,438,578 |
| Ratify KPMG (FY25) | 83,234,389 | 400,996 | 1,044,242 | — |
| Say‑on‑Pay | 55,829,190 | 2,361,561 | 1,050,298 | 25,438,578 |
| Declassify Board (charter amendment) | 58,078,861 | 175,662 | 986,526 | 25,438,578 (failed supermajority outstanding) |
| Officer Exculpation (charter amendment) | 51,317,299 | 6,933,112 | 990,638 | 25,438,578 (failed supermajority outstanding) |