James Reinhart
About James Reinhart
James Reinhart is ThredUp’s co-founder, Chief Executive Officer, and a director, roles he has held since January 2009. He is 46 years old as of April 7, 2025, and holds an MPA from Harvard Kennedy School, an MBA from Harvard Business School, and a BA in History from Boston College . Under his leadership, ThredUp reported Q3 2025 revenue of $82.2M (+34% YoY), gross margin of 79.4%, and adjusted EBITDA of $3.8M (4.6% margin), with Active Buyers up 26% YoY to 1.57M and Orders up 37% YoY . Management raised FY 2025 guidance to $307–309M revenue (≈+18% YoY at midpoint) and expects FY gross margin of 79.0–79.2% and ≈4.2% adjusted EBITDA margin .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pacific Collegiate School | Helped develop the school | Pre-2009 | Education leadership experience before founding ThredUp |
| Beacon Education Network | Co-founder | Pre-2009 | Built a charter management organization serving low-income students; operational and mission-driven credentials |
External Roles
No external public-company directorships or committee roles for James Reinhart are disclosed in the company’s filings beyond his position as a ThredUp director .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 980,000 | 980,000 |
| Annual cash bonus ($) | — | 147,000 (discretionary) |
| Notes | In 2023, ThredUp shifted compensation to emphasize base salary and long-term equity, removing the formal annual cash incentive plan | 2024 bonuses were discretionary and awarded for company performance in 2H 2024; no formal metrics disclosed |
Performance Compensation
- Program design and metrics
- 2023: Company moved away from annual cash incentives; equity is primary at-risk component (time-based RSUs) .
- 2024: Discretionary cash bonus paid; no disclosed quantitative performance metrics, weightings, or formulaic payouts .
- Historical reference (2022): Prior bonus plan referenced net revenue, adjusted EBITDA, and gross profit (for PSUs/bonus-in-lieu constructs), but this structure was discontinued in 2023 .
| Incentive type | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash (2024) | Discretionary (no metrics disclosed) | — | — | — | $147,000 | N/A |
| Long-term equity | Time-based RSUs (service) | N/A | N/A | N/A | N/A | Typically 12 equal quarterly installments over 3 years for 2023–2024 grants |
Equity Ownership & Alignment
- Beneficial ownership and voting power (as of March 19, 2025):
- James Reinhart beneficially owns 1,415,115 Class A shares (1.5%) and 6,441,781 Class B shares (24.3% of Class B); total voting power 18.3% and total ownership 7.8% .
- Breakdown includes direct holdings and shares held via the Costanoa Family Trust and Costanoa 2017 Irrevocable GST Trust; options exercisable within 60 days are included per SEC rules .
| Ownership (3/19/2025) | Class A Shares | Class B Shares | Total Voting % | Total Ownership % |
|---|---|---|---|---|
| James Reinhart | 1,415,115 | 6,441,781 | 18.3% | 7.8% |
| Voting mechanics | 1 vote/share | 10 votes/share | — | — |
- Anti-hedging/pledging: Company policy prohibits hedging, using company stock as collateral in margin accounts, and pledging company securities as loan collateral . 10b5-1 trading plans require pre-approval .
- Stock ownership guidelines: Not disclosed.
- Director compensation (context): Employee directors receive no additional director compensation; Reinhart received none for board service .
Outstanding Equity and Vesting (as of December 31, 2024)
- RSUs (unvested):
- 2022 grant: 76,766 RSUs unvested; vesting schedule specified below
- 2023 grant: 430,056 RSUs unvested; 12 quarterly installments commencing 12/1/2022
- 2024 grant: 1,333,334 RSUs unvested; 12 quarterly installments commencing 12/1/2023
- Options (mix of fully vested and partially unvested at $2.05 strike; expirations 2027–2030)
| Award | Grant date | Vesting commencement | Unvested at 12/31/2024 | Vesting terms | FV marker |
|---|---|---|---|---|---|
| RSU (2022) | 4/11/2022 | 3/1/2022 | 76,766 | 6.25% on 6/1/22, 9/1/22, 12/1/22; then 9.03% quarterly from 3/1/23 | Market value based on $1.39 close on 12/31/24 |
| RSU (2023) | 2/15/2023 | 12/1/2022 | 430,056 | 12 equal quarterly installments from 12/1/22 | Same pricing convention |
| RSU (2024) | 2/26/2024 | 12/1/2023 | 1,333,334 | 12 equal quarterly installments from 12/1/23 | Same pricing convention |
| Selected option awards (James Reinhart) | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 5/26/2020 grant | 700,000 | — | $2.05 | 10/3/2027 |
| 5/26/2020 grant | 1,457,638 | — | $2.05 | 3/21/2029 |
| 8/26/2020 grant | 31,560 | — | $2.05 | 8/25/2030 |
| 8/26/2020 grant | 411,904 | 27,461 | $2.05 | 8/25/2030 |
| 8/26/2020 grant | 302,063 | 137,302 | $2.05 | 8/25/2030 |
| Options vesting note | — | — | — | 1/48 monthly; unvested options accelerate upon qualifying termination per plan |
Alignment commentary
- The CEO holds substantial voting control via Class B shares; the company has a dual-class structure (Class B = 10 votes/share), giving founders and early holders significant influence over strategic direction .
- Hedging and pledging prohibitions reduce misalignment/credit-risk concerns; 10b5-1 pre-approval adds governance to trading behavior .
Vesting-related supply dynamics (insider selling pressure)
- RSUs vest quarterly in equal installments for recent grants (2023–2024); unvested counts indicate ongoing quarterly vesting supply over the coming quarters (subject to service and trading windows) .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; no offer letter agreement in place during 2024 |
| Restrictive covenants | Subject to standard employment, confidentiality, return of property, non-competition, non-solicitation, invention assignment, and arbitration agreements (terms not disclosed) |
| Severance (outside CIC window) | CEO: 12 monthly installments equal to 100% of base salary; 12 months of company health premium contributions; release required |
| Severance (within CIC window; double-trigger) | CEO: lump sum 150% of base salary + lump sum 100% target bonus; 18 months of company health premium contributions; 100% acceleration of time-based unvested equity; performance awards per award terms/actual achievement; release required |
| CIC window definition | Period beginning three months prior to and ending 12 months after a change in control |
| Clawback policy | Adopted Aug 4, 2023; applies to current/former executive officers; requires recovery of excess incentive-based compensation upon a required financial restatement (3-year lookback) |
| Anti-hedging/pledging | Hedging prohibited; no margin/collateral pledging permitted |
| 10b5-1 plan policy | Company requires pre-approval for employee/officer/director Rule 10b5-1 plans |
Board Governance
- Role and independence: Reinhart serves as CEO and director (Class II). The Board has an independent Chair (Patricia Nakache), and all directors other than the CEO are independent under Nasdaq and LTSE standards; all three principal committees are fully independent .
- Committee participation: No committee assignments are disclosed for Reinhart; Audit, Compensation, and Nominating & ESG committees are independent-only .
- Board attendance: The Board held four meetings in 2024; except Mr. Paransky (joined June 2024), each director attended at least 75% of Board and applicable committee meetings .
- Director compensation: Employee directors receive no additional compensation; Reinhart received none for board service .
- Dual-role implications: Potential concentration of power (CEO + substantial voting control via Class B) is mitigated by an independent Chair and independent committees .
Compensation Structure Analysis
- Shift to fixed pay + time-based equity: In 2023 ThredUp removed the formulaic annual cash bonus plan and emphasized base salary and RSUs; in 2024, the Compensation Committee used discretionary cash bonuses (no metrics disclosed) while continuing time-based RSUs vesting quarterly over three years .
- Reduced performance linkage: Lack of disclosed annual quantitative bonus metrics in 2023–2024 weakens strict pay-for-performance alignment versus plans tied to revenue/EBITDA goals used historically (e.g., 2022) .
- Anti-hedging/pledging and clawback: Policies support alignment and governance; clawback compliance with Dodd-Frank/Nasdaq standards adds a shareholder-friendly recourse feature .
- Consultant/interlocks: The Compensation Committee retained Compensia; no compensation committee interlocks or insider participation disclosed .
Performance & Track Record
| Indicator | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Revenue ($M) | 71.3 | 77.7 | 82.2 |
| Gross margin (%) | 79.1% | 79.5% | 79.4% |
| Adj. EBITDA margin (%) | 5.3% | 3.9% | 4.6% |
| Active Buyers (K) | 1,370 | 1,465 | 1,568 |
| Orders (K) | 1,371 | 1,535 | 1,608 |
- Strategic initiatives under Reinhart: AI-driven discovery (visual/image search, “shop similar,” personalized sort), social shopping beta, and RaaS model refinements; management cited record new buyer acquisitions and rebranding in 2025 as demand catalysts .
Compensation & Equity Award Detail (James Reinhart)
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 980,000 | 980,000 |
| Bonus ($) | — | 147,000 (discretionary) |
| Stock awards ($ grant-date fair value) | 2,090,072 | 3,960,000 |
| Total ($) | 3,070,072 | 5,087,000 |
| Equity grants (reference) | Grant date | Shares | Vesting |
|---|---|---|---|
| RSUs (annual refresh) | 2/26/2024 | 2,000,000 | 12 equal quarterly installments over 3 years; commencement 12/1/2023 per award table |
| RSUs (annual refresh) | 2/15/2023 | 1,290,168 | 12 equal quarterly installments commencing 12/1/2022 |
| RSUs | 4/11/2022 | 383,830 (original grant; 76,766 unvested at 12/31/24) | Front-loaded 6.25% installments in 2022; then 9.03% quarterly from 3/1/2023 |
Risk Indicators & Red Flags
- Dual-class structure with founder voting control (Class B = 10 votes/share) concentrates governance power; Reinhart holds 18.3% of total voting power as of March 19, 2025 .
- Officer exculpation adopted in 2024 via Delaware Section 102(b)(7) amendment (limits certain officer monetary liability for duty-of-care in direct stockholder claims) may be viewed as governance-protective; Board rationale highlighted retention and litigation risk mitigation .
- No evidence of option repricing, tax gross-ups, or related party transactions involving Reinhart disclosed; related party review is under the Audit Committee policy .
Compensation Committee Analysis
- Members: Timothy Haley (Chair), Dan Nova, Mandy Ginsberg, Coretha Rushing; all independent and non-employee .
- Consultant: Compensia retained for market practices and peer analysis; no conflicts disclosed .
- Interlocks: None disclosed .
Investment Implications
- Alignment and retention: Significant unvested RSU balances with quarterly vest cadence support retention but may create predictable stock supply upon vesting; hedging/pledging prohibitions and a clawback policy are positives for alignment and risk management .
- Pay-for-performance: Recent years rely on time-based RSUs and discretionary bonuses without disclosed quantitative annual metrics, potentially weakening tight performance linkage; however, improved operating metrics and raised guidance in 2025 may justify 2024 equity and cash outcomes from a results perspective .
- Governance: Founder voting power and officer exculpation warrant governance monitoring; mitigants include an independent Chair and fully independent committees .
- Trading signals: Quarterly RSU vesting and any Rule 10b5-1 plans (pre-approval required) can shape selling patterns; monitoring Form 4s around quarterly vest dates is advisable for near-term flow analysis .