Daniel Rosensweig
About Daniel Rosensweig
Independent Class I director at Rent the Runway (RENT) since May 12, 2025; previously served on RENT’s board from November 2012 to April 2023 and as an advisor from April 2023 until re-appointment in 2025. Age 64; B.A. in Political Science from Hobart and William Smith Colleges. Former President & CEO of Chegg (Feb 2010–June 2024); currently Executive Chairman and Co‑Chair of Chegg’s board; prior roles include CEO of Guitar Hero, COO of Yahoo!, and CEO of ZDNet. The board cites his public company CEO experience and technology expertise as core credentials.
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Chegg, Inc. | President & CEO | Feb 2010 – Jun 2024 | Led public ed‑tech platform through growth; transitioned to Executive Chairman in 2024 |
| Chegg, Inc. | Executive Chairman; Co‑Chair of Board | Jun 2024 – present | Governance leadership at public company |
| Guitar Hero | Chief Executive Officer | Prior to Chegg (dates not specified) | Consumer tech/entertainment operating experience |
| Yahoo! | Chief Operating Officer | Prior to Chegg (dates not specified) | Large‑scale internet operating expertise |
| ZDNet | Chief Executive Officer | Prior to Yahoo! (dates not specified) | Media/technology leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Chegg, Inc. | Executive Chairman; Co‑Chair of Board | Public | Former CEO; ongoing governance leadership |
| Adobe Systems, Inc. | Director | Public | Board service |
| UpGrad, Inc. | Director | Private | Board service |
| Yumi | Director | Private | Board service |
Board Governance
- Independence: Determined independent under Nasdaq rules at appointment (May 12, 2025).
- Committee assignments: Finance Committee member (appointed concurrently with board appointment). Committee membership table in 2025 proxy shows Rosensweig as Finance Committee (flag “(4)”).
- Election outcomes (2025 Annual Meeting, July 8, 2025): Elected Class I director (term to 2028) with 4,162,418 votes FOR, 136,553 WITHHELD; broker non‑votes 913,592.
- Board structure and meeting cadence context: Board met 8 times in FY2023; each director attended ≥75% of meetings except Ms. Paltrow. Rosensweig rejoined in 2025; FY2025 attendance not disclosed in proxy.
- Committee landscape: Standing committees include Audit, Compensation, Nominating & ESG, and Finance (formed 2024; composed of independent directors).
2025 Committee Membership Snapshot (from proxy)
| Director | Audit (1) | Comp (2) | Nom & ESG (3) | Finance (4) | Lead Ind. (5) |
|---|---|---|---|---|---|
| Daniel Rosensweig | — | — | — | Member | — |
| Notes | (1) Audit | (2) Compensation | (3) Nominating & ESG | (4) Finance | (5) Lead independent director (Scott Friend) |
2025 Election Results – Class I
| Nominee | Votes FOR | Votes WITHHELD | Broker Non‑Votes |
|---|---|---|---|
| Tim Bixby | 4,018,319 | 280,652 | 913,592 |
| Jennifer Fleiss | 4,128,837 | 170,134 | 913,592 |
| Daniel Rosensweig | 4,162,418 | 136,553 | 913,592 |
Fixed Compensation
Program terms (FY2024 terms carried forward to FY2025):
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (non‑employee) | $75,000 | Paid quarterly; election to receive in equity permitted |
| Finance Committee member retainer | $75,000 | Paid to members; applicable to Rosensweig as a member |
| Audit Committee Chair retainer | $25,000 | Chair fee |
| Compensation Committee Chair retainer | $15,000 | Chair fee |
| Nominating & ESG Committee Chair retainer | $5,000 | Chair fee |
| Annual RSU grant | 1,685 RSUs | Grant at 2024 annual meeting; same terms carried into FY2025 |
| Change‑in‑control (CIC) treatment for director RSUs | Full vesting | RSUs vest in full upon a change in control |
| Director annual compensation cap | $750,000 (or $1,000,000 in initial year) | Plan director limits (ASC 718 value + cash) |
- Appointment 8‑K confirms Rosensweig will be compensated consistent with the program, including Board and Finance Committee cash retainers and a grant of 1,685 RSUs on the date of the 2025 Annual Meeting.
- Historical context when he was last on the board before rejoining (FY2022): Fees $27,250; Stock awards $52,391 (12,489 RSUs); Total $79,641. He resigned April 1, 2023 and then served as advisor (no additional compensation; his outstanding equity continued to vest per terms).
Performance Compensation
| Element | Performance Metric(s) | Vesting / Terms | Notes |
|---|---|---|---|
| Director RSUs | None (time‑based only) | Vest on earlier of next Annual Meeting or 1‑year anniversary; CIC full vesting | FY2023/FY2024/FY2025 director grants are service‑based only; no performance metrics |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with RENT |
|---|---|---|
| Chegg, Inc. | Executive Chairman; Co‑Chair | No RENT disclosed related‑party transactions with Chegg; no disclosed business relationships in proxies reviewed |
| Adobe Systems, Inc. | Director | No RENT disclosed related‑party transactions with Adobe in proxies reviewed |
| UpGrad, Inc.; Yumi | Director | No RENT disclosed related‑party transactions in proxies reviewed |
Expertise & Qualifications
- Public company leadership (former CEO of Chegg; now Executive Chairman) and deep technology/consumer internet operating experience (Yahoo! COO; ZDNet CEO; Guitar Hero CEO). Board highlights his technology company knowledge and public CEO experience as reasons for qualification.
Equity Ownership
| Metric | As of May 13, 2025 | As of Sep 5, 2025 |
|---|---|---|
| Class A shares beneficially owned | 3,432 (<1% of Class A) | — |
| Class B shares beneficially owned | — | — |
| Unvested RSUs (non‑employee director grants) | — | 1,685 RSUs |
| Assumed value of unvested RSUs under Recapitalization/CoC | — | $14,289 at $8.48 implied conversion price |
| Notes | “<1%” as defined by proxy footnote (“*” denotes less than 1%) | RSUs fully vest upon “change in control” per program terms |
Board Governance – Additional Context
- Finance Committee: Created in 2024 to review, direct and oversee potential financing and strategic transactions; composed of independent directors (initially Friend, Kaplan, Michael); Rosensweig joined as member upon reappointment in 2025.
- Director independence: Board determined Rosensweig was independent while previously serving and again upon 2025 re‑appointment.
Related-Party / Conflict Review
- Immediate family member: Rosensweig is the parent of a member of RENT’s marketing team who joined in February 2025; salary $190,000; granted 500 RSUs; eligible for FY2025 cash incentive based on company metrics. Board still determined director independence under Nasdaq rules. This is a related‑party exposure that warrants ongoing monitoring.
- Director equity acceleration: Non‑employee director RSUs fully vest upon change in control, which can be perceived as a potential entrenchment risk, though typical in small-cap contexts; 2025 special proxy quantified his 1,685 RSUs at $14,289.
- No other related‑party transactions disclosed with entities where Rosensweig serves (Chegg, Adobe, UpGrad, Yumi) in reviewed proxies.
Governance Assessment
- Positives
- Independent director with strong operating pedigree and public company board experience; adds strategic and operating depth, especially in consumer subscription and technology.
- Strong shareholder support at 2025 election (4.16M FOR vs. 0.14M WITHHELD), signaling investor confidence.
- Finance Committee role aligns with RENT’s capital strategy/restructuring focus (committee formed to oversee financing and strategic transactions).
- Watch items / Red flags
- Related‑party exposure via immediate family employment (compensation and RSUs disclosed); while independence affirmed, this requires monitoring for oversight and recusal where appropriate.
- Director RSU change‑in‑control full vesting could create perception risk around transaction incentives; 2025 special proxy quantified potential value.
Summary
Rosensweig is an experienced operator and public company board leader reintroduced to RENT’s board in 2025 as an independent director and Finance Committee member. The key governance watch item is the disclosed family employment relationship; otherwise, compensation and equity terms appear standard under RENT’s non‑employee director program, with transparent disclosure and shareholder ratification of equity plan changes.