Daniel Yih
About Daniel Yih
Daniel Yih, 66, has been an independent director of Rush Street Interactive, Inc. since June 2022. He is Chair of the Audit Committee and has been designated an “audit committee financial expert.” Yih holds a JD and MBA from the University of Chicago and a BS in Mechanical Engineering with distinction from Stanford University. His prior operating and investing roles include senior leadership at Starwood Capital Group, GTCR, Zell-Chilmark, and Welbilt Corporation, and legal experience at Kirkland & Ellis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starwood Capital Group | Managing Director; President, Starwood Outdoors; CIO Europe; Interim Head of Asset Management (Europe); Global COO; CEO of BR Guests Restaurant | 2007–Aug 2022 | Member of Starwood’s Investment Committee (2007–2020) |
| GTCR Golder Rauner | Chief Operating Officer and Portfolio Principal | Not disclosed | Buyout fund operations leadership |
| Zell-Chilmark Fund | General Partner | Not disclosed | Distressed investing leadership |
| Welbilt Corporation | Chief Administrative Officer and Chief Financial Officer | Not disclosed | Commercial food equipment finance/administration leadership |
| Kirkland & Ellis | Attorney | Not disclosed | Represented equity investors in LBOs and venture investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ann Inc. (NYSE: ANN) | Director; Audit Committee member | 2007–2015 | Oversight of financial reporting |
| Starwood Hotels & Resorts (NYSE: HOT) | Director; Audit Committee member | 1995–2007 | Oversight of financial reporting |
| The Thacher School | Chairman, Board of Trustees | Not disclosed | Board leadership |
Board Governance
- Committee assignments: Audit (Chair); not a member of Compensation or Nominating & Corporate Governance (NCG) .
- Independence: The Board determined Yih is independent under NYSE rules; he meets additional audit committee independence requirements (Exchange Act Rule 10A-3) and is an “audit committee financial expert” .
- Attendance: In 2024 the Board met 6 times; Audit 4; Compensation 1; NCG 0. All directors attended >75% of Board and applicable committee meetings .
- Lead Independent Director: Niccolo de Masi .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Yes | Yes | Financial literacy; audit committee financial expert |
| Compensation | No | No | Controlled company; not fully independent committee |
| NCG | No | No | Controlled company; not fully independent committee |
Fixed Compensation
| Year | Cash Fees ($) | Committee/Ad Hoc Fees Description | Total Cash ($) |
|---|---|---|---|
| 2024 | 90,000 | Eligible for ad hoc committee monthly retainer ($10,000 chair; $5,000 member) during part of 2024 | 90,000 |
- Director Compensation Program: Eligible non-founder non-employee directors receive an annual equity retainer with fair value $125,000, granted as RSUs, valued using trailing 60-day average price; vests in full at next annual meeting, subject to continued service .
Performance Compensation
| Component | Grant Fair Value ($) | Instrument | Grant Mechanics | Vesting Schedule |
|---|---|---|---|---|
| Annual Equity Retainer | 141,851 (aggregate 2024 RSU grant-date fair value) | RSUs | Valued on trailing 60-day average closing price on grant date; issued under 2020 Omnibus Equity Incentive Plan | Vests in full at next annual meeting following grant, subject to service |
| Outstanding Year-End RSUs | 24,415 units as of 12/31/2024 | RSUs | Annual director RSU grant | Vests at the Annual Meeting following grant, subject to service |
No option awards or performance-metric-based director equity disclosed; director RSUs are time-based under the Director Compensation Program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Ann Inc. (NYSE: ANN) | Public (historical) | Director; Audit Committee | Historical service; no current interlock disclosed |
| Starwood Hotels & Resorts (NYSE: HOT) | Public (historical) | Director; Audit Committee | Historical service; no current interlock disclosed |
| The Thacher School | Non-profit | Chairman | Non-corporate governance role |
- Controlled company context: RSI’s Board is not majority independent; Compensation and NCG committees are not composed entirely of independent directors under controlled company exemptions, which can reduce minority shareholder protections .
Expertise & Qualifications
- Audit committee financial expert (Reg S-K Item 407(d)(5)) .
- Senior operating and investment background across real estate, private equity, distressed investing, and corporate finance (Starwood, GTCR, Zell-Chilmark, Welbilt) .
- Legal training (JD), finance/management training (MBA), engineering foundation (BS) .
- Public company audit committee experience (ANN, HOT) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Notes |
|---|---|---|---|---|---|
| Daniel Yih | 155,564 | <1% (*) | — | — | Shares held by the Daniel Yih Family Trust |
| Directors/Officers as a Group (14) | 7,168,390 Class A; 122,796,007 Class V | 7.3% Class A | 92.1% Class V | 56.2% total voting power |
- RSUs standing at year-end: Yih held 24,415 RSUs as of 12/31/2024, vesting at Annual Meeting subject to service .
- Policy on hedging/short sales: Directors generally prohibited from hedging, short sales, or derivative transactions in Company equity without prior approval; mitigates misalignment risk .
Governance Assessment
-
Positives:
- Independent director and Audit Chair with audit committee financial expert designation; committee operates under NYSE/SEC independence and literacy standards .
- Strong engagement (Board/Audit meeting cadence; >75% attendance) .
- Equity-based director compensation aligns with shareholder interests; time-based RSUs vest at annual meeting .
-
Potential Risks/RED FLAGS:
- Controlled company status: Board not majority independent; Compensation and NCG committees not fully independent, potentially weakening minority shareholder protections and raising conflict risk given affiliates’ extensive related-party networks .
- Significant related-party ecosystem and TRA obligations at the company level (unrecognized TRA liability $104.3 million as of 12/31/2024), necessitating robust Audit Committee oversight . No director-specific related-party transactions disclosed for Yih .
-
Shareholder sentiment signal:
- 2025 say-on-pay advisory vote passed strongly (For: 191,929,463; Against: 1,042,181; Abstain: 184,838; Broker non-votes: 12,763,659), and stockholders supported a three-year frequency for say-on-pay (3-Year: 138,392,860 vs 1-Year: 54,427,049) .
Fixed Compensation (Detail Table)
| Year | Annual Board Retainer (Cash) | Committee Chair/Membership Cash | Ad Hoc Committee Retainer | Total Cash |
|---|---|---|---|---|
| 2024 | Not disclosed | Not disclosed | Eligible; $10,000/month chair or $5,000/month member during part of 2024 | $90,000 |
Performance Compensation (Detail Table)
| Grant Year | Instrument | Grant-Date Fair Value ($) | Shares/Units | Valuation Basis | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs (Director equity retainer) | 141,851 | Not disclosed (aggregate fair value shown) | Trailing 60-day average NYSE closing price | Full vest at next annual meeting (service condition) |
| Outstanding at 12/31/2024 | RSUs | N/A | 24,415 | N/A | Vests at Annual Meeting, subject to service |
Related-Party Transactions & Conflicts Oversight
- Policy requires independent directors (or a committee, which may include the Audit Committee) to approve related-party transactions >$120,000; directors must disclose potential conflicts under the Code of Ethics .
- Extensive affiliate agreements with entities controlled or influenced by major shareholders (e.g., Rush Street Gaming, Rivers IP; retail sportsbook services to affiliated casinos). Revenue from such services was not material in 2024, but the ecosystem increases oversight complexity .
- As Audit Chair, Yih’s role includes risk oversight (including cybersecurity), internal controls, and auditor independence .
Other Signals: Say-on-Pay & Shareholder Feedback
- Board recommends say-on-pay every three years; shareholders approved 3-year frequency in 2025 .
- Company maintains clawback policy consistent with SEC/NYSE rules for executive officers (recoup incentive compensation upon restatement), strengthening accountability culture (note: policy applies to executive officers; director-specific clawback not disclosed) .
Director Compensation Summary (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Daniel Yih | 90,000 | 141,851 | 231,851 |
Summary Judgement for Investors
- Yih adds credible, financially sophisticated oversight as independent Audit Chair and financial expert, which is valuable amid RSI’s controlled company status and extensive related-party framework .
- His compensation mix skews to equity RSUs vesting annually, and his beneficial ownership is modest (<1% of Class A), with additional alignment from outstanding director RSUs .
- Key governance risk stems from controlled-company exemptions and affiliate transactions; continued robust Audit Committee vigilance is essential to sustain investor confidence .