Todd Suko
TheRealRealAbout Todd Suko
Todd Suko, 58, is The RealReal’s Chief Legal Officer and Secretary (since May 2020) and has served as Interim Chief People Officer since August 15, 2025. He holds a B.S. in Commerce (McIntire School) and a J.D., both from the University of Virginia, and served as a U.S. Navy aviator, retiring as a Commander in the Navy Reserve . During his tenure, The RealReal achieved its first positive Adjusted EBITDA ($9M) and positive Free Cash Flow ($1M) in 2024, and its TSR value (SEC “Pay vs. Performance” table) rose to $94.14 for an initial $100 investment benchmark in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneMarket Limited | Chief Financial and Legal Officer | Nov 2017–May 2020 | Led legal strategy and finance at a public tech/retail spinout, preparing for capital markets and governance . |
| Harman International Industries | EVP & General Counsel | Sep 2008–Jun 2017 | Oversaw all legal affairs for a global consumer tech company; supported operations and strategic transactions . |
| UAP Holding Corp. | VP, General Counsel & Secretary | Feb 2001–Aug 2008 | Oversaw environmental health & safety and transportation legal functions . |
| McKenna & Cuneo, LLP | Associate | Sep 1996–Jan 2001 | Private practice foundation in corporate and regulatory matters . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Navy / Navy Reserve | Aviator; Commander (Ret.) | Active 1989–1993 (Navy), Reserve through retirement | Aviation background; retired as Commander in Navy Reserve . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 341,923 | 392,885 | 450,000 |
| Target Bonus (% of Salary) | Not disclosed | 50% (prior year reference) | 75% (increased from 50%) |
| Actual Annual Bonus Paid ($) | 27,378 (Non-Equity Incentive) | 355,155 (Non-Equity Incentive) | 496,125 (Non-Equity Incentive) |
| Stipend – Interim Chief People Officer | — | — | $10,000/month, effective Aug 15, 2025 (not counted in bonus/LTI) |
Notes:
- 2024 stipend is incremental to CLO compensation and excluded from bonus/LTI determinations .
Performance Compensation
Annual Cash Bonus Design and Outcomes (2024)
| Component | Weighting | Threshold | Target | Stretch | Max | Actual Performance | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 100% for CLO | -10 | 0 | 10 | 15 | 9.3 | 147% of target |
RSUs and PSUs (2024 Grants)
| Award Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| RSUs | Mar 4, 2024 | 280,000 | 896,000 | 12 equal quarterly installments over 3 years | Time-based only |
| PSUs | Mar 4, 2024 | 120,000 (target) | 384,000 | Cliff after 3-year service period; performance earns 50–200% of target | Free Cash Flow (unlevered) measured at FY2026 |
2024 PSU payout structure (CLO):
- Threshold: 60,000; Target: 120,000; Stretch: 180,000; Max: 240,000 .
2023 PSUs – Stock Price Hurdles (Awarded Mar 3, 2023)
| Tranche | Service Condition | Stock Price Hurdle | PSUs Eligible to Vest (CLO) |
|---|---|---|---|
| 1 | 12 months | $5.00 | 30,000 |
| 2 | 24 months | $7.50 | 30,000 |
| 3 | 36 months | $10.00 | 30,000 |
Vesting Achievements:
- $5.00 tranche vested Dec 17, 2024 (30,000 PSUs) .
- $7.50 tranche vested Feb 20, 2025 (30,000 PSUs) .
Historical Vesting and Realized Value (2024)
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (All stock awards) | 225,772 |
| Value Realized on Vesting ($) | 771,729 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Todd Suko | 472,026 | * (less than 1%) |
- Percentage based on 113,094,079 shares outstanding .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Type | Unvested Units | Market/Payout Value ($) |
|---|---|---|---|
| 03/13/2021 | RSU | 1,204 | 13,160 |
| 12/13/2021 | RSU | 20,508 | 224,152 |
| 02/14/2022 | RSU | 32,598 | 356,296 |
| 02/18/2022 | PSU (GMV/Adj. EBITDA 2022–2024) | 22,352 (unearned) | 244,307 |
| 03/03/2023 | RSU | 87,500 | 956,375 |
| 03/03/2023 | PSU ($5/$7.5/$10) | 30,000 (unearned, remaining tranches) | 41,700 |
| 03/04/2024 | RSU | 210,000 | 2,295,300 |
| 03/04/2024 | PSU (FCF FY2026) | 60,000 (unearned threshold) | 655,800 |
Policies:
- Stock ownership guidelines: executives (including CLO) must hold ≥3x base salary; 5-year compliance window from appointment/promotion .
- Hedging and pledging prohibition: officers may not hedge or pledge Company stock without Board approval .
- Options: Company has not awarded stock options since 2019 .
Rule 10b5‑1 plans:
- No directors or officers adopted or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements in Q2 2025 .
Employment Terms
| Topic | Terms |
|---|---|
| Agreement Type | Standard severance and change-in-control agreement; 3-year term with automatic 1-year renewals; includes confidentiality, non‑compete and non‑solicit obligations . |
| Clawback | Nasdaq-compliant clawback policy adopted July 2023; recovery of incentive pay upon accounting restatement, regardless of fault . |
| Qualifying Termination (Outside CIC) – CLO | Cash severance: 1.0x base salary + 1.0x target bonus + prorated target bonus; COBRA subsidy for 12 months (all lump sum) . |
| Qualifying Termination (Within CIC window) – CLO | Cash severance: 1.0x base salary + 1.0x target bonus + prorated target bonus; full acceleration of unvested RSUs; PSUs vest at target; COBRA subsidy for 12 months (all lump sum) . |
Estimated Values (as of Dec 31, 2024):
- CIC Qualifying Termination (CLO): Cash $1,125,000; Benefits $30,033; RSUs $3,845,283; PSUs $2,130,272; Total $7,130,588 .
- Qualifying Termination (Outside CIC) (CLO): Cash $1,125,000; Benefits $30,033; Total $1,155,033 .
Compensation Structure Analysis
- Pay mix: Significant at-risk compensation via annual bonus and RSU/PSU LTI; PSUs continued in 2024 linked to FCF, reinforcing cash discipline and long-term alignment .
- Shift to RSUs/PSUs: No stock options issued since 2019 (simplifies dilution/strike issues; lowers risk of repricing) .
- Annual bonus metric simplification: 2024 plan for CLO based 100% on Adjusted EBITDA, eliminating individual goals to reinforce company-wide profitability accountability .
- Say-on-Pay: 2024 advisory support ~88% (indicative of investor alignment with program design) .
Investment Implications
- Alignment: Suko’s incentives are levered to profitability (Adjusted EBITDA) and long-term cash generation (FCF PSUs), with double-trigger equity acceleration only upon CIC plus qualifying termination; strong clawback and anti-hedging/pledging policies mitigate misalignment risk .
- Vesting-driven supply: Quarterly RSU vesting and PSU tranches achieved ($5 in Dec 2024; $7.50 in Feb 2025) can create periodic selling pressure; absence of new Rule 10b5‑1 plans in Q2 2025 suggests limited pre-scheduled sales transparency in that quarter .
- Retention: Severance terms (1.0x salary/bonus) and CIC equity acceleration at target provide moderate protection without excessive guarantees; auto-renewing agreements and non‑compete/non‑solicit provisions support continuity .
- Governance quality: Executive ownership guideline (3x salary) and continued use of PSUs signal sustained pay-for-performance; 2024 operational improvements (positive Adjusted EBITDA/FCF) increase probability of PSU realization tied to FCF by FY2026, reinforcing execution incentives .