Rob Krolik
TheRealRealAbout Rob Krolik
Independent director (Class II) of The RealReal, Inc. since January 2019; age 56 in 2025. General Partner and Chief Financial Officer of Burst Capital since October 2018; former CFO of Yelp (2011–2016). B.B.A. in Finance (University of Texas at Austin), Aspen Institute Finance Fellow, and certified public accountant (inactive). Recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yelp Inc. | Chief Financial Officer | Jul 2011 – May 2016 | Public-company CFO experience cited for Board selection |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burst Capital | General Partner & Chief Financial Officer | Oct 2018 – Present | Venture capital investment firm |
| Various private companies | Advisor | Ongoing | Advises a number of private companies |
| Aspen Institute | Finance Fellow | N/A | Fellowship credential |
Board Governance
- Committee assignments (2024): Audit Committee (Chair). Audit Committee members: Karen Katz, Robert Krolik (Chair), James Miller. Board determined all committee members independent and designated Krolik as the Audit Committee Financial Expert. Total meetings in 2024: Audit 7; Compensation, Diversity & Inclusion 6; Corporate Governance & Nominating 4.
- Board independence: The Board determined that, except for the CEO, all directors are independent under SEC and Nasdaq rules.
- Attendance and engagement: Board held 6 meetings in 2024 plus 17 committee meetings; all current directors attended at least 75% of meetings of the Board and their committees, except one director (Carol Melton at 70%). Krolik met the ≥75% threshold.
- Leadership roles: Served as Lead Independent Director from Aug 2021 until Feb 20, 2024, stepping down when Karen Katz was appointed independent Board Chair.
- Audit Committee oversight: Krolik signed the Audit Committee report recommending inclusion of audited financials and appointment of KPMG as independent auditor for FY2025.
| 2024 Committee Membership & Meetings | Audit | Compensation, Diversity & Inclusion | Corporate Governance & Nominating |
|---|---|---|---|
| Rob Krolik (Chair) | x | — | — |
| Total Meetings in 2024 | 7 | 6 | 4 |
Fixed Compensation
- Program structure (2024): Annual Board service retainer $35,000 cash; additional cash retainers for chairs: Audit $20,000; Compensation $14,000; Corporate Governance & Nominating $8,000. Annual RSU grant valued at $165,000, cliff-vesting at the earlier of one year or the day before the next annual meeting. Stock ownership guideline: 5x annual Board cash retainer; hedging and pledging prohibited without Board approval.
| Director Cash & Equity (Krolik) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 | 55,000 |
| Stock Awards ($) | 296,178 | 165,000 |
| Total ($) | 351,178 | 220,000 |
- 2024 RSU grant sizing example: $165,000 divided by $3.24 (close on Jul 24, 2024) = 50,925 RSUs.
Performance Compensation
- Non-employee directors do not receive performance-based equity; the program emphasizes full-value time-based RSUs to discourage excessive risk-taking.
| Performance Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Performance-based equity/bonuses | None | None | Directors receive fixed-value, time-based RSUs only |
Other Directorships & Interlocks
- Other current public company directorships for Krolik: None disclosed in the proxy biography.
- Compensation Committee interlocks (company-wide): None in 2024.
| Category | Detail |
|---|---|
| Other public boards (current) | None disclosed for Krolik |
| Interlocks | Company disclosed no Compensation Committee interlocks in 2024 |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert; CPA (inactive); public-company CFO experience (Yelp).
- Governance and risk oversight: Leads Audit Committee oversight of financial reporting, internal controls, auditor independence, and risk (including cybersecurity).
Equity Ownership
- Beneficial ownership as of April 14, 2025: 210,332 shares; includes 139,407 shares of common stock, 20,000 options exercisable within 60 days, and 50,925 RSUs vesting within 60 days; represents less than 1% of outstanding shares (113,094,079). Hedging and pledging prohibited absent Board approval.
| Ownership Detail (as of Apr 14, 2025) | Amount |
|---|---|
| Common shares held | 139,407 |
| Options exercisable ≤60 days | 20,000 |
| RSUs vesting ≤60 days | 50,925 |
| Total beneficial ownership | 210,332 (<1% of 113,094,079 shares) |
Governance Assessment
-
Strengths and signals supporting investor confidence:
- Independent director, Audit Committee Chair, and designated financial expert, indicating robust financial oversight.
- Meets attendance expectations; Board and committees conducted 23 meetings in 2024 (6 Board; 17 committee).
- Compensation mix emphasizes equity alignment via fixed-value RSUs; director ownership guideline at 5x retainer; hedging/pledging prohibited.
- No Krolik-specific related-party transactions disclosed; Audit Committee oversees related party transactions under a written policy.
-
Contextual governance outcomes:
- 2025 Say-on-Pay approved (For 55,829,190; Against 2,361,561; Abstain 1,050,298; broker non-votes 25,438,578).
- Board declassification and officer liability limitation charter amendments did not achieve the required supermajority in 2025 (context for ongoing governance roadmap).
-
RED FLAGS: None specific to Krolik identified in company disclosures reviewed (no related-party ties, no hedging/pledging, attendance ≥75%). Continued monitoring appropriate given his central role as Audit Chair and evolving governance initiatives.