Drew Rau
About Drew Rau
Chief Supply Chain Officer at Rent the Runway (RENT) since September 2023; previously SVP, Supply Chain & Inventory (Jan–Aug 2023) after joining RTR in November 2021 as VP over inventory performance, capacity planning, transportation, and loss prevention . Age 46 as of May 2024; education includes B.S. in Business Management & Computer Information Systems (Metropolitan State University of Denver) and M.B.A. (University of Denver) . Company context during his tenure: FY2023 revenue grew 0.6% to $298.2M, with Adjusted EBITDA improving to $26.9M (9.0% margin), and average active subscribers up 5% YoY .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rent the Runway | Chief Supply Chain Officer | Sep 2023–present | Leads supply chain operations; elevated from SVP role, overseeing inventory performance and logistics . |
| Rent the Runway | SVP, Supply Chain & Inventory | Jan 2023–Aug 2023 | Drove supply chain/inventory planning during a period of subscriber stabilization . |
| Rent the Runway | VP, Inventory Performance; Capacity Mgmt & Planning; Transportation & Loss Prevention | Nov 2021–Dec 2022 | Built capabilities in inventory efficiency and logistics across categories . |
| Overstock.com | VP Global Supply Chain | Nov 2020–Nov 2021 | Led marketplace supply chain strategy and operations . |
| Bowery Farming | VP Operations, Agricultural Operations & People Safety | Feb 2019–Nov 2020 | Scaled indoor ag operations and safety protocols . |
| Amazon | Director of Fulfillment; roles of increasing seniority | Nov 2014–Feb 2019 | Oversaw Prime Pantry & Sub Same Day fulfillment network, scaling speed and coverage . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public board or external directorships disclosed for Rau in company proxies . |
Fixed Compensation
- Specific base salary and target bonus % for Rau (non-NEO executive) are not individually disclosed in proxies; he participates in the Amended & Restated Executive Severance Plan alongside other executives (excluding CEO) .
- 2025 Retention Bonus Program replaced standard annual bonuses; non-NEO executive payouts disclosed in aggregate (see Performance Compensation) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Structure | Actual/Payout | Vesting / Timing |
|---|---|---|---|---|---|
| 2025 Retention Bonus Program | Company performance: growth in active subscribers | 50% | Pre-set metrics by Compensation Committee | Aggregate accelerated payout for non-NEO execs: $158,750 upon termination without cause at the Recap closing (subject to release) . | Quarterly; 50% tied to continued employment each quarter; accelerated 25% of total target if terminated without cause post-“transaction” . |
| 2025 Retention Bonus Program | Continued employment | 50% | Employment through each fiscal quarter | Aggregate accelerated payout for non-NEO execs: $158,750 if terminated without cause at closing . | Quarterly; continued service required; acceleration terms as above . |
| Transaction Bonus Plan (Amended) | Financial or stock-price performance for Final Installment; service-based otherwise | n/a | 25% at closing; 6.25% on 18-, 24-, 30-, 36-month anniversaries; 50% on earlier of Jan 31, 2030 or change in control | Non-NEO executives aggregate amounts: $2,137,500 total; $534,375 accelerated/vested (Closing Installment) upon termination without cause/good reason at closing; Semi-Annual and Final forfeited . | Closing Installment vests 25% on each of first four anniversaries; Semi-Annual Installments vest on 2nd–4th anniversaries; Final Installment upon date criteria; repayment if leaving before vest, except certain terminations . |
| Initial Grants under Amended Plan | Equity refresh upon Recapitalization | n/a | Executives must forfeit all outstanding equity awards immediately prior to closing to receive Initial Grants | Specific grant sizes for non-NEO executives not finalized in proxy; framework disclosed . | As per new grant agreements under amended plan . |
Equity Ownership & Alignment
- Individual beneficial ownership for Rau is not itemized; only NEOs/directors and group totals disclosed. “All current executive officers and directors as a group (15 persons)” owned 151,986 Class A shares (4.2%) and 95,009 Class B shares (61.2% of Class B), including RSUs vesting within 60 days of May 10, 2024 .
- Clawback policy compliant with SEC/Nasdaq; requires recovery of erroneously awarded incentive compensation upon qualifying restatements .
- No hedging and no pledging policy for employees/directors; pledging prohibited absent prior Board approval .
- 2021 Plan amended Oct 2025: share reserve increased by 18.3% of post-exchange outstanding Class A shares and expiration extended to tenth anniversary of closing, expanding potential future equity awards and refresh capacity .
- Section 16 compliance: one Form 4 for Rau was filed late (timing error; the underlying transaction not detailed in proxy) .
Employment Terms
| Provision | Term |
|---|---|
| Executive Severance Plan (Amended & Restated; applies to executives other than CEO, including Rau) | If terminated without “cause” or resign for “good reason” in the window from 3 months before to 12 months after Recapitalization closing: cash severance equal to either 0.5x or 1.0x then-current annual base salary plus annual bonus opportunity (greater of target or actual), payable lump sum; COBRA premiums paid for up to either 6 or 12 months (subject to release of claims) . |
| Change-in-Control Treatment (Plan window) | Time-based equity awards accelerate; performance-based awards eligible for vesting per applicable award terms (CFO example; general Plan mechanics apply). |
| Transaction Bonus Plan (Amended) | Installments structured with service-based vesting; Closing Installment retained if terminated without cause/good reason at closing; Semi-Annual and Final forfeited in that scenario . |
| Retention Bonus Program (FY2025) | 50% tied to active subscriber growth; 50% to continued service; accelerated 25% of total target upon termination without cause after a qualifying “transaction” (subject to release) . |
| Equity Transition at Recapitalization | Executives must forfeit all outstanding equity awards immediately prior to closing to receive Initial Grants under the Amended Plan . |
| Clawback | Mandatory recovery for restatement events covering incentive comp . |
| Hedging/Pledging | No hedging; pledging prohibited without Board approval . |
Company Performance (Context for Supply Chain Execution)
| Metric | FY2022 (ended Jan 31, 2023) | FY2023 (ended Jan 31, 2024) |
|---|---|---|
| Revenue ($USD Millions) | $296.4 | $298.2 |
| Adjusted EBITDA ($USD Millions) | $6.7 | $26.9 |
| Adjusted EBITDA Margin (%) | 2.3% | 9.0% |
| Average Active Subscribers | 128,586 | 135,211 |
Risk Indicators & Red Flags
- Governance/recapitalization: Extensive board reconstitution and Audit Committee temporary non-compliance (later to cure) during October 2025 recapitalization; heightened strategic transition risk .
- Equity award forfeiture requirement at Recap to receive Initial Grants—significant re-strike of executive equity; watch alignment and retention impact .
- Section 16 late filing (one Form 4 for Rau) indicates a process lapse; monitor future filing timeliness .
- Option exchange (July 2023) converting options to RSUs (2.5:1) for participants—reduces performance leverage; may signal risk management over upside variance .
Compensation Structure Analysis
- Shift toward cash retention and transaction bonus programs in FY2025 (vs. standard annual cash bonuses), with clear service-based vesting and performance gating for final installments; indicates focus on retention through and beyond recapitalization .
- Amended 2021 Plan with larger share reserve and extended horizon suggests expanded capacity for re-grants/refresh to maintain engagement; dilution parameters controlled via shareholder approval .
- Executive Severance Plan provides scaled cash severance and benefits continuation; presence of performance-based equity vesting mechanics mitigates windfalls while protecting time-based accruals .
- Clawback adoption aligned with regulatory standards—positive governance signal .
- Policy constraints (no hedging; pledging only with approval) strengthen alignment and limit adverse trading behaviors .
Investment Implications
- Alignment/Retention: Rau’s incentives tie materially to subscriber growth and service continuity, with transaction bonus service gates and potential acceleration around Recap—reduces voluntary attrition risk but creates event-driven payout cliffs; anticipate reduced near-term selling pressure due to forfeiture of legacy equity and new grant structures .
- Execution Levers: Company performance improved in FY2023 (Adjusted EBITDA margin 9.0% vs 2.3% prior year), suggesting operational leverage; as Supply Chain lead during and post-2023, Rau’s remit intersects directly with cost-to-serve and fulfillment efficiency critical to margin sustainability .
- Governance/Change Risk: 2025 recapitalization and board changes add strategic uncertainty; severance/change-in-control constructs protect executives, but investor focus should remain on subscriber growth metrics embedded in pay plans and consistency of Section 16 compliance .
- Watch items: Details of Rau’s individual salary/bonus targets and any Form 4 trading patterns are not disclosed in proxies—monitor future filings for insider transaction cadence and any 10b5-1 adoptions to assess selling pressure.