Sector: Consumer Discretionary
RUSH STREET INTERACTIVE INC CLASS · Meeting: June 3, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter as Class III Directors
RSI's 3-year price return of 623.2% far exceeds the XLY sector ETF benchmark by +554.8 percentage points, well above the 65-point threshold required to trigger an against vote for strong positive absolute TSR; no overboarding, attendance, or independence concerns apply to his role as Executive Chairman and director.
Markell joined the board in March 2025, which is within the 24-month new-director exemption period under our policy, so the TSR trigger does not apply; he brings relevant governance, government relations, and corporate development experience.
RSI's 3-year price return of 623.2% outperforms the XLY ETF by +554.8 percentage points, far exceeding the 65-point trigger threshold for strong positive TSR, so no TSR-based against vote is warranted; de Masi's role as a sitting CEO (IonQ) with outside board seats warrants a check — he holds RSI plus IonQ (where he is CEO), and his other public board seats appear to have wound down, so overboarding is not confirmed.
Winter joined the board in December 2024, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings deep online gaming and iGaming industry expertise relevant to RSI's business.
All four Class III director nominees receive a FOR vote. RSI's extraordinary 3-year total return of 623.2% — more than 554 percentage points above the XLY consumer discretionary ETF benchmark — means the TSR underperformance trigger does not fire for any director. Two nominees (Markell, Winter) joined within the last 24 months and are exempt from the TSR trigger on that basis as well. No overboarding, attendance failures, independence violations, or familial relationship concerns create additional flags for this slate.
CEO
Richard Schwartz
Total Comp
$6,946,803
Prior Support
99.36%%
CEO Richard Schwartz received total compensation of approximately $6.9 million in 2025, which is reasonable for a CEO of a $5.5 billion market-cap online gaming company that delivered 623% stock price appreciation over three years and strong revenue and Adjusted EBITDA growth. The compensation program is well-structured: approximately 67% of average NEO pay is equity-based, the long-term equity mix includes performance stock awards tied to relative total shareholder return over a 3-year period (with zero payout below the 30th percentile), the company maintains a meaningful clawback policy compliant with SEC and NYSE requirements, and prior-year say-on-pay support was an exceptional 99.36%. Pay-for-performance alignment is strong — the performance stock awards granted in 2023 paid out at 200% of target because RSI's relative TSR ranked in the top 80th percentile among peers, directly reflecting the outstanding shareholder returns delivered.
Auditor
WithumSmith+Brown, PC
Tenure
7 yrs
Audit Fees
$1,389,800
Non-Audit Fees
$0
WithumSmith+Brown has served since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees are zero, meaning the non-audit fee ratio is 0% — far below the 50% threshold that would trigger a concern; no material restatements are disclosed; and while Withum is not a Big 4 firm, RSI's market cap of $5.5 billion warrants a note, though Withum is a large national firm with demonstrated capacity for public company clients of this size.
The 2026 RSI annual meeting is a straightforward ballot with no contested items: all four director nominees earn FOR votes driven by RSI's exceptional 623% three-year stock return that far exceeds any TSR-based trigger threshold, the auditor ratification is clean with zero non-audit fees and a 7-year tenure well inside policy limits, and Say on Pay earns a FOR vote reflecting strong pay-for-performance alignment, a well-structured equity program, and 99.36% prior-year support. The charter amendment proposal covering officer exculpation and director removal clarification is a governance improvement aligned with updated Delaware law and earns a FOR vote.
