Cara Schembri
About Cara Schembri
Cara Schembri is Chief Legal & Administrative Officer and Secretary of Rent the Runway (RENT), a role she has held since December 2023 after serving as General Counsel and Corporate Secretary since December 2019; she also served as Interim Chief People Officer from March to September 2020 . She holds a B.A. in Philosophy from Binghamton University and a J.D. from The George Washington University Law School . The 2024 proxy lists her age as 47 . Company performance during her tenure shows revenue grew 0.6% in FY2023 and 2.7% in FY2024, with Adjusted EBITDA margin improving from 2.3% to 9.0% to 15.3% and net loss narrowing materially, signaling operational progress alongside tighter cash discipline .
Company performance (FY)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($MM) | $298.2 | $306.2 |
| Adjusted EBITDA ($MM) | $26.9 (9.0% margin) | $46.9 (15.3% margin) |
| Net Loss ($MM) | $(113.2) | $(69.9) |
| Ending Active Subscribers | 125,954 | 119,778 |
| Cash & Cash Equivalents ($MM) | $84.0 | $77.4 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rent the Runway | General Counsel & Corporate Secretary | Dec 2019–Dec 2023 | Led legal function; corporate governance; supported strategic transactions |
| Rent the Runway | Interim Chief People Officer | Mar–Sep 2020 | Oversaw people operations during critical pandemic period |
| Etsy, Inc. | Vice President, Deputy General Counsel & Assistant Secretary | 2014–2019 | Senior legal leadership at global marketplace |
| Avon Products, Inc. | Senior Counsel & Assistant Corporate Secretary | 2008–2014 | Corporate legal and governance at multinational CPG |
| Norton Rose Fulbright LLP | Senior Associate | 2005–2008 | Complex corporate legal practice |
| Sidley Austin LLP | Associate | 2003–2005 | Corporate/securities legal practice |
Fixed Compensation
- Public filings do not disclose Cara Schembri’s individual base salary or bonus history; she is not a Named Executive Officer (NEO), and RENT follows scaled disclosure as an emerging growth company focusing NEOs in the Summary Compensation Table .
Performance Compensation
2025 Retention Bonus Program (executive officers)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Active Subscribers Growth (Company metric) | 50% | Not disclosed | Not disclosed | Committee formula (see program) | Quarterly; service condition component per quarter |
| Continued Employment | 50% | N/A | N/A | Service-based | Quarterly retention; accelerated 25% of total if terminated without cause post “transaction” per program terms |
- Program design: 50% tied to pre-determined active subscriber growth; 50% tied to continued employment through each fiscal quarter; accelerated 25% of target upon certain terminations after a qualifying “transaction” (as defined), subject to release .
Transaction Bonus Plan (adopted 2024)
- Structure: Participants eligible for (1) Base Transaction Bonus pooled at $12.5MM and (2) Free Cash Flow Bonus pooled at up to $12.5MM (50% of LTM FCF, cap $12.5MM), each paid based on allocated percentages; requires continued employment through the Transaction Agreement date (CEO subject to prorated eligibility upon certain terminations) .
- Installments: 25% paid at closing (the “Closing Installment”), 6.25% at each of 18-, 24-, 30-, and 36-month anniversaries (Semi-Annual Installments), and 50% Final Installment payable by the earlier of Jan 31, 2030 or change in control, contingent on financial or stock price-based measures and continued employment; Closing/Semi-Annual tranches have vesting and clawback-of-paid amounts if voluntary departures occur before vest dates (exceptions for specified terminations) .
Transaction Bonus Vesting Schedule
| Installment | % of Total | Vesting Schedule |
|---|---|---|
| Closing Installment | 25% | Vests 25% on each of the first four anniversaries of closing |
| Semi-Annual #1 | 6.25% | Vests 33% on each of the 2nd, 3rd, 4th anniversaries |
| Semi-Annual #2 | 6.25% | Vests 50% on each of the 3rd and 4th anniversaries |
| Semi-Annual #3 | 6.25% | Vests 50% on each of the 3rd and 4th anniversaries |
| Semi-Annual #4 | 6.25% | Fully vests on the 4th anniversary |
| Final Installment | 50% | Earlier of Jan 31, 2030 or change in control; subject to performance criteria |
- Executive-specific amounts disclosed only for NEOs; non-NEO executive allocations (which would include Cara Schembri) are not itemized in the proxy .
Equity Ownership & Alignment
- Pledging/Hedging: RENT’s Insider Trading Policy prohibits pledging of company securities and prohibits hedging for current employees and directors .
- Clawback: RENT’s Policy for Recovery of Erroneously Awarded Compensation mandates recoupment of incentive-based compensation upon a qualifying accounting restatement (SEC/Nasdaq compliance) .
- 2021 Plan Amendment & Initial Grants: Following recapitalization proposals, executive officers are assumed to forfeit all outstanding RSUs and options in exchange for “Initial Grants” under the amended plan; non-employee director RSUs fully vest upon a “change in control” (which includes the recapitalization transactions) .
- Excise Tax Gross-ups: The Amended Plan does not provide excise tax gross-ups (Section 280G); potential parachute payments may be non-deductible and subject executives to excise tax .
Employment Terms
- Severance Plan Participation: “Each of our executive officers other than Ms. Hyman” participates in the Amended and Restated Executive Severance Plan, which covers Cara Schembri .
- Severance Benefits around recapitalization closing window (3 months before to 12 months after closing):
- Cash severance equal to either 0.5x or 1.0x current annual base salary plus annual bonus opportunity (greater of target or actual), paid in lump sum .
- Company-paid COBRA premiums for up to either 6 or 12 months .
Severance Terms Summary (non-CEO executive officers)
| Component | Amount/Multiple | Form | Timing |
|---|---|---|---|
| Cash Severance | 0.5x or 1.0x base + annual bonus (greater of target/actual) | Lump sum | If terminated without cause or resign for good reason in defined window |
| Benefit Continuation | Up to 6 or 12 months COBRA premiums | Company-paid | Same qualifying terminations |
Investment Implications
- Alignment: Strict no-pledging/no-hedging policy and a compliant clawback framework reduce misalignment and discourage risk-shifting behaviors; equity award reset via Initial Grants suggests a fresh alignment post-recapitalization .
- Retention Risk: The severance plan provides protection for executive officers during the recapitalization window, but the Transaction Bonus Plan’s multi-year vesting and performance-contingent Final Installment are retention levers that encourage tenure through 2029/2030 and change-of-control scenarios .
- Incentive Levers: 2025 retention bonuses tied to active subscriber growth and service suggest near-term focus on subscriber metrics; transaction bonuses link payouts to free cash flow and deal execution, aligning leadership with liquidity and strategic outcomes .
- Trading/Selling Pressure: Executive officers forfeiting legacy RSUs/options for Initial Grants and multi-year vesting on transaction bonuses reduce immediate equity-related selling catalysts; pledging prohibitions further limit forced selling risk. Specific Form 4 activity for Cara isn’t disclosed in proxies; monitor future filings for any material insider transactions .