Andrew Bluhm
About Andrew Bluhm
Andrew Bluhm (age 58) is a Class I director at Rush Street Interactive (RSI) since March 2025. He is founder and managing principal of Delaware Street Capital; previously partner at Walton Street Capital, with prior roles at JMB Realty (acquisitions) and Goldman Sachs (leveraged finance). He holds an MBA from Harvard Business School and a BS magna cum laude from Wharton, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delaware Street Capital | Founder & Managing Principal | Not disclosed | Investment leadership across asset classes |
| Walton Street Capital | Partner | Not disclosed | Private equity real estate; principal investor |
| JMB Realty Corporation | Acquisitions | Not disclosed | Real estate acquisitions experience |
| Goldman Sachs & Co. | Leveraged Finance | Not disclosed | Credit and financing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delaware Street Capital | Founder & Managing Principal | Not disclosed | Primary current role disclosed by RSI |
No other current public-company directorships disclosed in RSI’s proxy for Andrew Bluhm .
Board Governance
- Classification and tenure: Class I director; appointed March 2025; term runs to 2027 annual meeting .
- Independence: Not independent under NYSE rules (independent directors are Gordon, Markell, de Masi, Winter, Yih; Andrew is noted as Neil Bluhm’s son) .
- Committee assignments: None currently; RSI’s committee roster does not list Andrew on Audit, Compensation, or NCG Committees .
- Lead Independent Director: Niccolo de Masi .
- Attendance: RSI expects all directors to attend all Board/committee meetings; in 2024 all directors met >75% attendance (Andrew joined in 2025; 2024 attendance context) .
- Controlled company status: RSI is a controlled company under NYSE rules; relies on exemptions (no independent majority; Compensation and NCG committees not fully independent) .
Fixed Compensation
| Component | Amount / Structure | Vesting / Terms | Notes |
|---|---|---|---|
| Annual equity retainer (RSUs) | $125,000 fair value | Vests in full at next annual meeting, subject to continued service | Price based on trailing 60-day average closing price; eligible for 2025 commencing March 19, 2025 |
| Ad hoc committee fees (if applicable) | Chair: $10,000/month; Member: $5,000/month | For special committees only | Paid when ad hoc committees are formed; not part of standing committee service |
RSI does not disclose standard cash retainers or per-meeting fees for directors; director compensation is equity-focused via RSUs .
Performance Compensation
- Directors do not receive performance-based pay; no PSUs/options tied to director service are disclosed. The annual director retainer is time-based RSUs with full vesting at the next annual meeting; no performance metrics are attached .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Andrew in RSI’s proxy .
- Family interlocks: Andrew is the son of Executive Chairman and controlling stockholder Neil Bluhm; family members (Neil, Leslie, Andrew) have indirect interests in affiliated entities (RSG, Rivers IP, Sugar House/Rivers Philadelphia, Rivers Pittsburgh, Midwest Gaming, Rivers Schenectady, Rivers Portsmouth, LAMB) that transact with RSI, creating related-party exposure .
- Board observer history: The Investor Rights Agreement permits up to three non-voting board observers; Andrew previously served as a board observer prior to becoming a director .
Expertise & Qualifications
- Education: MBA (Harvard Business School); BS magna cum laude (Wharton, University of Pennsylvania) .
- Core credentials: Finance, investing, corporate development; leveraged finance and acquisitions; long-term principal investing experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 9, 2025) | Not listed with Class A or Class V holdings in RSI’s ownership table; no reported beneficial ownership |
| Ownership guidelines | Director-specific ownership guidelines not disclosed; executive officer stock ownership guidelines described separately (not applicable to Andrew as director) |
| Insider filings | Form 3 filed March 20, 2025; subsequent Form 4 filings on March 20 and May 29, 2025 |
RSI’s security ownership table shows Andrew with no beneficial ownership reported as of the record date; insider filings reflect initial and subsequent ownership changes after appointment, details in SEC links above .
Insider Trades (filings reference)
| Date | Filing | Summary |
|---|---|---|
| 2025-03-20 | Form 3 | Initial statement of beneficial ownership on appointment |
| 2025-03-20 | Form 4 | Changes in beneficial ownership following appointment |
| 2025-05-29 | Form 4 | Post-annual meeting changes in beneficial ownership |
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Advisory vote on executive compensation (2025) | For: 191,929,463; Against: 1,042,181; Abstain: 184,838; Broker non-vote: 12,763,659 |
| Advisory vote on frequency (2025) | 3 Years: 138,392,860; 1 Year: 54,427,049; 2 Years: 211,538; Abstain: 125,035; Broker non-vote: 12,763,659 |
Related‑Party Transactions (Conflict exposure)
- RSI operates under extensive related-party arrangements with affiliated casinos (e.g., Sugar House/Rivers Philadelphia, Rivers Pittsburgh) for online gaming/sports betting under those licenses; royalties paid to affiliates were $66.1 million in 2024; receivables due from affiliated casinos were $18.2 million at year-end 2024 .
- RSI’s Tax Receivable Agreement (TRA) has an unrecognized liability of $104.3 million as of Dec 31, 2024; the company expects potential substantial future payments under the TRA, which may have material adverse effects on financial condition .
Governance Assessment
- Strengths: Deep finance/investing background; familiarity with RSI’s business and capital allocation; equity-focused director pay aligns interests via RSU vesting at the next annual meeting; strong 2025 say-on-pay support signals shareholder confidence in compensation design .
- Risks/RED FLAGS:
- Controlled company relying on NYSE governance exemptions (no independent majority; Compensation and NCG committees not fully independent), with the Executive Chairman (Neil Bluhm) chairing Compensation and NCG committees .
- Non‑independence due to family relationship; Andrew is part of the controlling family, increasing potential conflicts and influence concerns .
- Significant related‑party transactions with family‑affiliated casinos and IP entities (RSG, Rivers IP, Sugar House, Rivers Pittsburgh et al.), introducing ongoing conflict-of-interest exposure and cash flow dependency on affiliate arrangements .
- TRA obligations could materially affect financial flexibility; board oversight of TRA impacts is critical; family influence may complicate stakeholder perceptions .
Overall: Andrew Bluhm’s appointment adds investment acumen but heightens conflict and independence concerns within a controlled-company framework; continuous monitoring of committee composition, related‑party terms, and share ownership/pledging policies is warranted to sustain investor confidence .