Dhiren Fonseca

About Dhiren Fonseca

Executive Chair and Class III Director at Rent the Runway since October 28, 2025; previously a senior executive at Expedia and an operating/board executive across technology and travel sectors. Appointed as Executive Chair concurrent with the company’s recapitalization and board reconstitution; tenure at RENT begins October 28, 2025 . Education and age are not disclosed in RENT’s filings; publicly-available company sources highlight his senior operating background in online travel and corporate development .

Past Roles

External Roles

Board Governance

• Current RENT board roles: Executive Chair; appointed Oct 28, 2025 as part of recapitalization. Audit Committee members named as Damian Giangiacomo and Daniel Rosensweig; Fonseca designated Executive Chair (board leadership, not an audit committee seat) .
• Independence: The company explicitly determined independence for Teri Bariquit, Giangiacomo, and Rosensweig; Fonseca was appointed as Executive Chair and is an officer per his Form 3, and thus not listed among independent directors in the 8-K .
• Committees and chair roles post-recap: Investor Rights Agreement stipulates Nexus and STORY3 designees, plus Founder designee, be appointed to each board committee (Audit, Compensation, Nominating & ESG), with Nexus or STORY3 director serving as Chair—centralizing investor influence over committees .
• Audit Committee compliance: Following resignations, RENT notified Nasdaq of non-compliance with Rule 5605(c)(2)(A) (only two independent audit members), and intends to cure by the 2026 annual meeting .
• Bylaws changes: Lead Independent Director provisions were removed in amended bylaws adopted at closing, reducing formal independent board leadership structure .

Fixed Compensation

• Non-employee director program (FY2024 baseline): Annual cash retainers of $75,000; committee chair retainers (Audit $25,000; Compensation $15,000; Nominating & ESG $5,000); and annual equity grants of 1,685 RSUs vesting at the next annual meeting or first anniversary; change-of-control accelerates vesting for director RSUs .
• Director compensation limits: Amended 2021 Plan caps director compensation at $750,000 per fiscal year, increased to $1,000,000 in a director’s initial year; exceptions only in extraordinary circumstances with recusal from decision-making .
• Note: Specific compensation terms for Fonseca as Executive Chair (an officer) have not been disclosed in filings to date; he will enter the standard indemnification agreement .

Performance Compensation

• Metrics framework: Compensation Committee administers executive and director compensation, equity plans, and a compensation recovery policy; no performance-based (PSU/TSR/EBITDA) metrics disclosed for directors; officer compensation for Executive Chair not disclosed .
• Detailed performance metric table: Not disclosed for Fonseca at RENT to date .

Other Directorships & Interlocks

• Public and private boards: Alaska Air Group (public), Columbia Hospitality advisory; historical roles at Caesars Acquisition Corporation, eLong, and RentPath .
• Network implications: Deep travel/e-commerce network (Expedia, airline board) may enhance strategic insight; no disclosed related-party transactions with RENT .

Expertise & Qualifications

• Core expertise: Online travel, commercial strategy, partner services, corporate development, technology operations from Microsoft and Expedia tenure .
• Board leadership: Executive Chair at RENT overseeing board processes amid recapitalization and governance transition .

Equity Ownership

Insider Filings

Governance Assessment

• Board leadership and independence: Removal of Lead Independent Director and appointment of Executive Chair centralized board leadership; independence expressly affirmed for certain directors but not for Fonseca, who is an officer, indicating reduced independent oversight at the chair level .
• Investor control and committee influence: Change of control resulted in CHS holding ~59.9% voting power; Investor Rights Agreement embeds investor designees on all committees with chair control—elevating potential conflicts and limiting traditional independent checks .
• Audit Committee deficiency: Temporary non-compliance with Nasdaq’s three-member independence requirement is a near-term governance risk; company plans to cure by 2026 annual meeting .
• Equity alignment: Fonseca reported no beneficial ownership on Form 3 and S-1, implying limited “skin-in-the-game” alignment at appointment; future grants or purchases would be monitored for alignment improvements .
• Compensation oversight: Director limits and change-of-control RSU vesting policies exist; executive/Executive Chair pay structure is not yet disclosed—investors should watch forthcoming proxy for pay-for-performance alignment .

RED FLAGS

• Change of control with concentrated ownership (CHS ~59.9%) and investor-driven committee chairing may constrain independent oversight .
• Lead Independent Director role removed, shifting governance balance toward Executive Chair leadership .
• Audit Committee non-compliance and reliance on cure period highlight immediate governance fragility .

Contextual Notes

• Recapitalization reduced debt to $120 million and extended maturities to October 28, 2029; board transition acknowledged by RENT as potentially disruptive in the near term .