Jennifer Hyman
About Jennifer Hyman
Jennifer Y. Hyman (age 44) is Co‑Founder, Chair, Chief Executive Officer, and President of Rent the Runway (RTR). She co‑founded RTR in 2008 and has served as CEO and Chair since March 2009, with prior experience as Director of Business at IMG (2006–2007). She holds a B.A. in Social Studies from Harvard University and an M.B.A. from Harvard Business School . Under her leadership in FY2024 (year ended Jan 31, 2025), RTR delivered 2.7% revenue growth ($306.2m vs. $298.2m), widened Adjusted EBITDA to $46.9m (15.3% margin) from $26.9m (9.0%), and reduced net loss to $(69.9)m from $(113.2)m, reflecting operating leverage and cost discipline .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IMG | Director of Business | 2006–2007 | Business development experience in talent/brand ecosystem, later applied to fashion platform scaling |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Estée Lauder Companies Inc. | Director | Current | Adds global beauty/brand perspective and consumer marketing insights to RTR |
| Zalando SE | Supervisory Board Member | Current | European e‑commerce/fashion expertise and marketplace governance experience |
Board Governance
- Board service history and roles: Hyman has served as a director since 2009 and is Chair of the Board; she is not independent given her CEO status .
- Dual‑role implications: CEO + Chair combined; board mitigates with a Lead Independent Director (Scott Friend) empowered to set agendas with management, lead executive sessions, call meetings of independents, and act as liaison with investors .
- Board structure and independence: All directors are independent except the CEO; all committee members are independent (Audit, Compensation, Nominating & ESG). Board met five times in FY2024, with 75%+ attendance for all except one director (Paltrow) .
- Stockholder agreement: Founder group (includes Hyman and related trusts) and key investors can designate directors; Founder designees currently include Hyman and several directors; this bloc is expected to control director elections—governance consideration for minority holders .
Fixed Compensation
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | Increased to $750,000 effective Feb 25, 2025 (post‑FY end) |
| Target Bonus (% of base) | 100% | 100% | Target and max opportunity: 100% target; 175% max |
| All Other Compensation ($) | 20,249 | 40,710 | 401(k) match, disability premiums, subscription, legal fees, stipend, etc. |
Summary Compensation (SEC‑reported):
| Component | FY2023 ($) | FY2024 ($) |
|---|---|---|
| Salary | 650,000 | 650,000 |
| Bonus | — | 1,172,500 (retention + discretionary) |
| Stock Awards | 5,377,303 | 334,800 |
| Non‑Equity Incentive Plan Comp | — | 266,752 |
| All Other Comp | 20,249 | 40,710 |
| Total | 6,047,552 | 2,464,762 |
Notes:
- FY2024 “Bonus” includes $1,010,000 service‑based retention payments (in lieu of FY2023 bonus) and $162,500 discretionary portion of FY2024 bonus .
- FY2024 Non‑Equity Incentive Plan payout reflects formulaic component (approx. 41% of target), with committee discretion lifting total payout to 66% of target (the discretionary portion reported as “Bonus”) .
Performance Compensation
Annual Cash Bonus (FY2024 structure and outcome):
| Element | Metric/Structure | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| CEO Annual Bonus | Company Net Revenue; Company Free Cash Flow | 100% company metrics | 100% of base salary | 41% of target per formula; committee discretion to 66% of target (portion above formulaic reported as Bonus) |
Special Programs:
- Retention Bonus Program (approved Oct 2023): Paid in 2024 in lieu of FY2023 annual bonus—Hyman received $905,748 (one‑third on Feb 1, 2024; Apr 15, 2024; Jul 15, 2024) .
- Transaction Bonus Plan (adopted 2024): Upon a qualifying “transaction,” Hyman is eligible for 50.8% of (i) a $12.5m Base Transaction Bonus Pool and (ii) up to a $12.5m Free Cash Flow Bonus Pool (50% of LTM free cash flow capped at $12.5m), generally contingent on employment through the Transaction Agreement Date, with pro‑ration if terminated without cause/for good reason/death/disability before that date .
Equity Incentive (grant and vesting detail):
| Grant Date | Type | Shares | Vesting | Status (as of Jan 31, 2025) |
|---|---|---|---|---|
| Nov 1, 2023 (from July 2023 Option Exchange) | RSUs (exchanged 2.5:1 for options) | 61,140 total exchanged into RSUs | 8 equal quarterly installments starting Nov 1, 2023 | 22,926 unvested remaining at 1/31/25 |
| Mar 15, 2024 | RSUs | 45,000 granted | 8 equal quarterly installments starting Jun 15, 2024 | 28,125 unvested remaining at 1/31/25 |
| Oct 29, 2021 | RSUs (Class B) | 636 | 25% on grant; remainder quarterly over ~4 years | Unvested balance reflected in table |
Vesting schedule specifics (timing references):
- Option Exchange RSUs: quarterly on Nov 1, Feb 1, May 1, Aug 1 through Aug 1, 2025 (8 total installments) .
- 2024 RSUs: quarterly on each Mar 15 anniversary through Mar 15, 2026 (8 total installments beginning Jun 15, 2024) .
Equity Mix and Design Trends:
- FY2024 awards were time‑based RSUs (no options); July 2023 option‑for‑RSU exchange at 2.5:1 ratio indicates shift from options to RSUs (de‑risking, retention‑oriented) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 81,818 Class A (2.1% of Class A) and 63,996 Class B (41.1% of Class B); combined total beneficial ownership 3.6% (company method) . |
| Vested vs. unvested (as of Jan 31, 2025) | Unvested RSUs include 28,125 (Mar 15, 2024 grant) and 22,926 (Option Exchange grant), plus other smaller tranches as listed in outstanding awards table . |
| Options outstanding | None as of Jan 31, 2025 (option exchange executed in 2023) . |
| Voting structure | Multi‑class; each Class B share has 20 votes vs. one vote for Class A . |
| Pledging/hedging | Hedging prohibited; pledging prohibited (policy indicates no pledging without prior board approval and Insider Trading Policy prohibits pledging by directors and employees) . |
| Ownership guidelines | Not disclosed in proxy. |
Security Ownership Table (excerpt):
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Total % |
|---|---|---|---|---|---|
| Jennifer Hyman | 81,818 | 2.1% | 63,996 | 41.1% | 3.6% |
Other observations:
- Company policy prohibits hedging; pledging is restricted and/or prohibited, reducing alignment risk from collateral arrangements .
- A single late Form 4 (one day) was reported for Hyman in FY2024; otherwise timely Section 16 compliance noted .
Employment Terms
- Agreement: CEO Employment Agreement (Oct 2021), initial 3‑year term with automatic one‑year renewals; base salary initially $650,000, increased to $750,000 effective Feb 2025; target annual bonus 100% of base from FY2022 onward .
- Change‑in‑control (CIC) equity treatment: If awards are not assumed on no‑less‑favorable terms, single‑trigger full acceleration at CIC; if assumed, double‑trigger acceleration upon earlier of schedule/plan terms, 1‑year post‑CIC service, or termination without cause/for good reason/death/disability .
- Severance (outside or within 24 months post‑CIC): 2x (base + greater of actual‑year bonus at actual achievement or target bonus), up to 18 months COBRA, and extended option exercise period; same benefits for death/disability; 280G “best‑net” cutback applies; severance contingent on release and compliance with restrictive covenants .
- Clawback: Company‑wide policy compliant with SEC/Nasdaq requiring recovery of erroneously awarded incentive pay after a qualifying restatement .
- Insider Trading Policy: Hedging prohibited; pledging prohibited for directors and employees .
Compensation Committee Analysis
- Members: Beth Kaplan (Chair), Scott Friend, Mike Roth—each is an independent non‑employee director under SEC/Nasdaq standards .
- Consultant: Compensia engaged in FY2024; committee determined no conflicts under SEC independence factors .
- Committee scope: CEO/NEO pay recommendations, director pay, equity plan administration, severance arrangements, clawback policy administration, talent/DEI oversight .
Related Party Transactions (Governance Risk Indicators)
- A sibling of Hyman is an RTR employee (Head of Customer Marketing & Experience); FY2024 salary increase to $341,000 (from $310,000), 7,500 RSUs granted, and $42,456 cash incentive; 2025 bonus eligibility noted .
- A board member’s child hired in 2025 with salary and RSU grant disclosed (not Hyman’s relative) .
- Audit Committee oversees related‑party transactions under a written policy; Code of Conduct prohibits conflicts and requires disclosures .
Performance & Track Record (Selected Metrics)
| Metric (FY end Jan 31) | FY2023 | FY2024 | Commentary |
|---|---|---|---|
| Revenue ($m) | 298.2 | 306.2 | +2.7% YoY |
| Adjusted EBITDA ($m) | 26.9 | 46.9 | Margin expanded to 15.3% from 9.0% |
| Net Loss ($m) | (113.2) | (69.9) | Loss narrowed materially |
| Active Subscribers (ending) | 125,954 | 119,778 | −5% YoY |
| Cash & Equivalents ($m) | 84.0 | 77.4 | Liquidity snapshot |
Director Compensation (for Hyman as Director)
- Hyman is an employee director; she does not receive non‑employee director retainers/RSUs. Non‑employee director compensation is disclosed separately (cash retainers, committee fees, and time‑based RSUs) .
Equity Ownership & Vesting Schedules (Insider Supply Watch)
- Unvested RSUs as of Jan 31, 2025: 28,125 (Mar 15, 2024 grant; vests through Mar 15, 2026) and 22,926 (Option Exchange RSUs; vests through Aug 1, 2025) .
- Quarterly vesting cadence suggests periodic issuance events that can create mechanical selling pressure (e.g., tax withholding “sell‑to‑cover”), though specific sales are not disclosed here; company reported one late Form 4 for Hyman in FY2024 .
Investment Implications
- Pay‑for‑performance calibration: FY2024 bonus tied 100% to revenue and free cash flow for the CEO, with formulaic payout (41% of target) upwardly adjusted by committee discretion to 66%—investors should monitor rationale for discretion and alignment with long‑term value .
- Event‑driven incentives: The 2024 Transaction Bonus Plan allocates 50.8% of each of two sizeable cash pools to Hyman upon a qualifying transaction, creating strong incentives toward strategic alternatives and cash flow generation—this can catalyze M&A outcomes but may bias decision‑making timing; size and structure should be weighed in governance assessments .
- Equity alignment and supply: Large unvested RSU balances with quarterly vesting enhance retention but can generate periodic supply; option‑to‑RSU exchange indicates de‑risking and a shift to guaranteed value, which can be shareholder‑unfriendly if used repeatedly; that said, it strengthened retention during a turnaround .
- Governance: CEO/Chair concentration plus Founder designation rights and multi‑class voting concentrate power; presence of a robust Lead Independent Director and independent committees partially mitigates but minority holder influence remains limited .
- Execution track record: FY2024 showed improved profitability (Adjusted EBITDA/margin), narrowed losses, and modest revenue growth amid subscriber declines; sustained free cash flow improvement will be critical given bonus designs and any contemplated transactions .