Peter Comisar
About Peter Comisar
Peter Comisar has served as a director of Rent the Runway (RENT) since October 28, 2025, appointed as a Class I director in connection with the company’s recapitalization and board reconstitution . He is Founder and Managing Partner of STORY3 Capital Partners and previously served as Vice Chairman of Guggenheim Partners after a 20-year career at Goldman Sachs as Partner and Managing Director in consumer and retail investment banking . His appointment came as STORY3 became part of the Investor Group backing the recapitalization, with Comisar designated as the “Story3 Director” under the Investor Rights Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner & Managing Director (Consumer/Retail IB, West Coast) | ~20 years (prior to 2009) | Advised on significant consumer/retail transactions; sector expertise . |
| Guggenheim Partners, LLC | Vice Chairman | 2009–2017 | Helped build the firm’s securities team; led consumer/retail investment banking . |
| SCOPE Capital Partners | Chief Executive Officer | From Apr 2017 | Executive leadership role at investment platform . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| STORY3 Capital Partners | Founder & Managing Partner | Oct 2018 | Alternative investment manager focused on the consumer value chain; >$1.1B capital transactions since inception . |
| Recover | Board Member | — | Current board/advisor role listed on profile . |
| Rising Sons Capital, LLC | Controlling Member | 2025 (as of Form 3) | Controls STORY3 Capital Partners; indirect ownership path to RENT shares via S3 RR Aggregator . |
| S3 RR Aggregator, LLC | Authorized Representative | Aug 2025 | Signed Rights Offering Backstop Agreement on behalf of S3 RR Aggregator (Story3 entity) . |
Board Governance
- Appointment and class: Comisar was appointed October 28, 2025 as a Class I director as part of the rights agreement and board reconstitution following the recapitalization .
- Designation rights and committee control: The Investor Rights Agreement entitles STORY3 to designate a director (the “Story3 Director”) and requires, to the extent permitted by law/Nasdaq rules, that the Nexus Director, Story3 Director, and Founder Director be appointed to each committee, with either Nexus or Story3 (or a person approved by the Investor Majority) serving as Chair of each committee .
- Committee assignments (actual at closing): Concurrent with board changes, Giangiacomo and Rosensweig were appointed to the Audit Committee; Fonseca appointed Executive Chair; the company disclosed temporary non-compliance with Nasdaq’s three-member independent audit committee requirement and planned to cure by the 2026 annual meeting .
- Independence status: The board determined Bariquit, Giangiacomo, and Rosensweig were independent; the filing does not state that Comisar was determined independent (he is the STORY3 designee under the Investor Rights Agreement) .
- Indemnification/D&O: The company maintains D&O insurance and entered standard indemnification agreements with new directors, including Comisar .
- Board composition and investor influence: Post-recapitalization board planned for seven members including Jennifer Hyman, a STORY3 representative (Comisar), a Nexus representative, one incumbent, and three independent directors selected by the Investor Majority .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non-employee director) | $75,000 | Per 2024 non-employee director compensation program . |
| Finance Committee (member retainer) | $75,000 | Per program . |
| Audit Committee Chair fee | $25,000 | Per program . |
| Compensation Committee Chair fee | $15,000 | Per program . |
| Nominating & ESG Committee Chair fee | $5,000 | Per program . |
The 2024 proxy describes the standard program; Comisar’s specific 2025 fees/grants were not itemized in the 8-Ks announcing his appointment .
Performance Compensation
| Element | Grant/Value | Vesting/Performance Metrics | Notes |
|---|---|---|---|
| RSUs (historical program example – FY2022) | 12,489 RSUs; $52,391 grant-date fair value (per director) | Service-based vesting; no performance metrics disclosed for directors in FY2022 | Illustrates director equity mix; calculated per ASC 718 . |
No director performance-based metrics (e.g., TSR, revenue/EBITDA) were disclosed for non-employee directors in the referenced program; RSUs were service-vested .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Rent the Runway (RENT) | Public | Director (Class I) | Designated “Story3 Director”; appointment tied to Investor Rights Agreement . |
| Recover | Private | Board Member | External board role per profile . |
| STORY3 Capital Partners | Private | Founder & Managing Partner | Investor in RENT via S3 RR Aggregator; signed backstop agreement . |
Expertise & Qualifications
- Deep consumer/retail investing and transaction background; advised on >$100B transactions at Goldman Sachs; built consumer/retail banking platforms at Guggenheim .
- Founder/Managing Partner of STORY3 focusing on the consumer value chain and sustainability, executing >$1.1B capital transactions since 2018 .
- Public company board experience at RENT; investor/owner representative through STORY3 .
Equity Ownership
| Date | Security | Amount | Ownership Form | Indirect Ownership Path |
|---|---|---|---|---|
| 10/28/2025 (Form 3 filed 11/07/2025) | Class A Common Stock | 4,274,394 shares | Indirect (I) | Directly held by S3 RR Aggregator, LLC; STORY3 Capital Partners is wholly owned by Rising Sons Capital, LLC; Comisar is controlling member of Rising Sons; each disclaims beneficial ownership except to indirect pecuniary interest . |
Additional context: Rights Offering Backstop Agreement shows S3 RR Aggregator committed 15% ($1.875M) of backstop, evidencing STORY3’s capital support and influence .
Governance Assessment
- Independence and committee control risk: The Investor Rights Agreement contemplates appointing the STORY3 designee to all board committees and permitting Nexus or STORY3 to chair each committee, subject to law/Nasdaq rules . This concentration of committee control by investor-affiliated directors may impair perceived independence and board checks-and-balances, especially for Audit and Compensation committees.
- Audit Committee non-compliance (temporary): At appointment, the Audit Committee had two members and the company notified Nasdaq of non-compliance (Rule 5605(c)(2)(A)), planning to cure by the 2026 annual meeting. This is a governance red flag until remedied .
- Investor dominance of ownership/board: Post-recap, the Investor Group expected to own ~86% of outstanding common stock and designate multiple board seats, including Comisar as Story3 Director—signaling strong investor control with potential conflicts in related-party oversight and strategic direction .
- Related-party exposure: Comisar’s indirect ownership via S3 RR Aggregator and his role as authorized representative in financing agreements create ongoing related-party considerations; Audit Committee charter explicitly covers review/approval of related-party transactions, which is critical given the Investor Group’s arrangements .
- Pledging policy nuance: The Investor Rights Agreement’s “Transfer” definition explicitly excludes bona fide pledges/collateralizations (while including foreclosure) . While no pledging by Comisar is disclosed, permissive language increases potential alignment risk if pledges occur.
- Alignment signals: Significant indirect share ownership (4.27M shares) aligns STORY3’s financial outcome with RENT’s performance; however, as an investor-designee, Comisar’s fiduciary lens may emphasize Investor Group objectives over minority shareholders, necessitating robust independent director oversight .
RED FLAGS: Concentration of committee chair rights with investor-affiliated directors ; temporary Nasdaq audit committee non-compliance ; high Investor Group ownership/control ; extensive related-party agreements signed by Comisar as investor representative .
Insider Filings
| Filing | Date Filed | Effective Date | Security | Amount | Notes |
|---|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 11/07/2025 | 10/28/2025 | Class A Common Stock | 4,274,394 (Indirect via S3 RR Aggregator) | Footnote disclaims beneficial ownership except to indirect pecuniary interest; POA executed 10/21/2025 . |
Committee Charters and Governance Process
- Audit Committee charter functions include oversight of financial reporting/internal controls, auditor selection/independence, complaint procedures, and approval of related-party transactions .
- Compensation Committee charter includes executive/director pay, plan administration, severance/employment agreements, and clawback policy oversight; engaged Compensia in FY2024 with no conflicts noted .
- Nominating & ESG Committee governs board composition and ESG strategies .
Board Attendance and Engagement
- FY2024 committee activity: Audit Committee met 4 times; Compensation Committee met 4 times; individual director attendance rates for Comisar not disclosed due to his late-2025 appointment .
Director Compensation Guidelines and Equity Plan
- Non-employee director program provides cash retainers and equity under the 2021 Incentive Award Plan; the September 2025 proxy sought to increase share reserve and extend the plan .
- Historical RSU grants to non-employee directors were service-vested (example FY2022: 12,489 RSUs, $52,391 fair value) .