Damian Giangiacomo
About Damian Giangiacomo
Damian Giangiacomo is designated as the Nexus Director on Rent the Runway’s reconstituted Board under the Investor Rights Agreement tied to the 2025 recapitalization; he serves as President of Gateway Runway, LLC (Nexus), an investor in RTR’s transactions . Age, education, and a formal biography are not disclosed in RTR’s proxy materials; his expected tenure begins upon closing of the recapitalization approved at the October 21, 2025 Special Meeting .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Gateway Runway, LLC (“Nexus”) | President | Signatory capacity as of Aug 20, 2025 | Backstop Purchaser and investor in RTR recapitalization; party to Investor Rights Agreement |
| RTR Board (post-recap) | Nexus Director (designated) | Designation effective upon recapitalization closing | Entitled to appointment on all Board committees under Investor Rights Agreement |
External Roles
| Organization | Role | Scope/Notes |
|---|---|---|
| Gateway Runway, LLC (“Nexus”) | President | Nexus agreed to purchase $15.0M of Exchange Consideration Term Loans and 15% of Exchange Stock from Lender; designated one director to RTR Board |
Board Governance
- Board composition post-recap: seven directors including one Nexus representative (Giangiacomo), one Story3 representative (Peter Comisar), Jennifer Hyman, one incumbent, and three independents selected by the Investor Majority .
- Committee control: Investor Rights Agreement requires the Nexus Director, Story3 Director, and Founder Director be appointed to each Board committee (Audit, Compensation, Nominating & ESG), with either the Nexus or Story3 Director serving as Chair of each committee .
- Observer rights and conflicts: Nexus and Story3 each get a Board observer; CHS gets two; observers may be excluded/redacted to preserve privilege or avoid conflicts, with summaries provided afterward .
- Controlled company risk: Following the recap, the Investor Group may control a majority of voting power; RTR may elect “controlled company” exemptions in the future (not currently intended), which would allow non-independent majorities and non-independent committees—potentially placing Giangiacomo (investor representative) in chair roles of key committees .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | Paid quarterly; directors may elect equity in lieu of cash |
| Committee chair fees | Audit: $25,000; Compensation: $15,000; Nominating & ESG: $5,000 | Payable in addition to base retainer; Investor Rights Agreement anticipates investor reps chairing committees |
| Finance Committee member fee | $75,000 | Finance Committee formed in 2024; independent members listed (pre-recap) |
| Annual equity grant | 1,685 RSUs | Vests at next Annual Meeting or 1 year; changes on control vest in full |
Note: Director-specific payouts to Giangiacomo are not yet disclosed; table reflects RTR’s director compensation program in effect FY2024–FY2025 .
Performance Compensation
| Program | Metric(s) | Design | Status for Directors |
|---|---|---|---|
| Non-employee director equity | None (time-based RSUs) | RSUs vest time-based; no performance conditions | No performance metrics disclosed for directors |
Other Directorships & Interlocks
| Entity | Relationship | Governance/Transaction Link |
|---|---|---|
| CHS US Investments LLC | Lender converting debt to equity; designating observers; majority ownership post-recap | Key party in Exchange Agreement; not Giangiacomo’s entity, but interacts with Nexus and Story3 |
| S3 RR Aggregator, LLC (“Story3”) | Backstop Purchaser; Board designee (Peter Comisar) | Shares committee chairing rights with Nexus; buys 15% of Exchange Stock and $15M term loans |
| Gateway Runway, LLC (“Nexus”) | Backstop Purchaser; Board designee (Giangiacomo) | Buys 15% of Exchange Stock and $15M term loans; investor rights and committee appointment authority |
Expertise & Qualifications
- Investor-operator profile inferred from role as President of Nexus; RTR filings do not disclose formal credentials, degrees, or prior public-company roles for Giangiacomo .
Equity Ownership
| Holder/Group | Expected Stake Post-Recap | Notes |
|---|---|---|
| Investor Group (CHS, Nexus, Story3) | 86% of outstanding Common Stock as of closing | Before Rights Offering and plan share reserve increases |
| Existing RTR stockholders | 14% of outstanding Common Stock as of closing | Before Rights Offering |
| Nexus (via CHS sale) | 15% of Exchange Stock; $15.0M term loans purchase | Post-closing sale from CHS to Nexus under Debt and Equity Purchase Agreement |
| Story3 (via CHS sale) | 15% of Exchange Stock; $15.0M term loans purchase | Post-closing sale from CHS to Story3 |
Personal beneficial ownership for Giangiacomo is not disclosed in RTR’s May 2025 ownership table (pre-recap); he was not listed among directors/NEOs at that time .
Governance Assessment
- Strengths:
- Formal investor rights and observer structures provide transparency and defined access; provisions allow exclusion/redaction to address conflicts and preserve privilege .
- Transaction safeguards include an 18‑month limitation against certain short-form mergers absent approval by a majority of disinterested and independent directors (including JYH if on the Board), mitigating coercive actions by investors .
- Concerns/RED FLAGS:
- Committee control: Investor reps (including Giangiacomo) must be appointed to all committees, with chairs drawn from Nexus or Story3—undermining typical independence of Audit and Compensation committees and elevating conflict risk .
- Controlled company election risk: RTR may in future adopt Nasdaq controlled company exemptions, permitting non-independent majorities and non-independent committee compositions, potentially reducing minority shareholder protections .
- Concentration of ownership and influence: Investor Group’s 86% stake and credit agreement covenants centralize control; Nexus’s direct role through Giangiacomo intensifies interlocks between financing and governance .
Independence status and attendance: RTR’s FY2024 Board/committee independence and attendance disclosures do not include Giangiacomo (pre-recap); post-recap independence for investor-designated directors is not characterized, but committee chair entitlements suggest non-independence in practice .
Director compensation/ownership alignment: RTR’s standard non-employee director program uses time-based RSUs and cash retainers; pledging requires prior Board approval, and hedging is prohibited per Insider Trading Policy—alignment mechanisms exist, but investor representatives’ large affiliated stakes may dominate alignment and introduce conflicts .