Rush Street Interactive (RSI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2025, with stockholders able to attend and vote online using a control number.

• Key proposals include electing three Class II directors, ratifying the auditor, and advisory votes on executive compensation and its frequency.

• Stockholders of record as of April 9, 2025, are entitled to vote, with a majority quorum required for business.

• The Board recommends voting for all director nominees, auditor ratification, approval of executive compensation, and a triennial say-on-pay vote.

Voting matters and shareholder proposals

• Proposals: (1) Elect Leslie Bluhm, James Gordon, and Richard Schwartz as Class II directors for a three-year term; (2) Ratify WithumSmith+Brown, PC as auditor for 2025; (3) Advisory vote on executive compensation; (4) Advisory vote on frequency of say-on-pay (Board recommends every three years).

• Voting power is based on Class A and Class V common stock, each with one vote per share.

• As controlling shareholders, Neil Bluhm and Richard Schwartz collectively hold over 50% voting power and intend to vote in favor of all proposals.

• Stockholder proposals and director nominations for the 2026 meeting must be submitted by December 15, 2025.

Board of directors and corporate governance

• The Board consists of 11 members divided into three staggered classes, with annual elections for one class.

• Controlled company status under NYSE rules allows exemptions from certain governance requirements; currently, not all committees are fully independent.

• Five directors are considered independent; Niccolo de Masi serves as Lead Director.

• The Audit, Compensation, and Nominating & Corporate Governance Committees have defined responsibilities, with some relying on controlled company exemptions.

• Board and committee attendance exceeded 75% in 2024.