Einar Roosileht
About Einar Roosileht
Einar Roosileht serves as Chief Information Officer (CIO), joined RSI in December 2013, and oversees Product and Engineering; he is 43 years old as of April 14, 2025 and studied Computer Science at the University of Tartu . Prior roles include co-founding Oryx Gaming (CTO) and serving as Chief Architect at Playtech Estonia focused on scalable systems . His compensation and incentives are tied to annual revenue and Adjusted EBITDA for cash bonuses and relative total shareholder return (TSR) PSUs over multi‑year periods; 2024 corporate goals exceeded maximum thresholds, yielding a 150% payout factor on the corporate component of NEO bonuses . RSI maintains stock ownership guidelines (3x salary for executive officers) and a clawback policy compliant with SEC/NYSE rules; executives (including Roosileht) hold shares in excess of guidelines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oryx Gaming | Co-founder, CTO | 2010–2013 | Built online gaming platform; technology leadership |
| Playtech Estonia | Chief Architect | 2006–2008 | Developed scalable systems underpinning gaming operations |
| RSI | Chief Information Officer | 2013–2025 | Led Product & Engineering; transitioning role effective by Dec 31, 2025 |
External Roles
No external public company directorships disclosed for Roosileht in RSI’s proxy filings (executive officer listings include biography but do not list external board roles) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 415,000 | 440,000 | 445,000 |
| Target Bonus (% of Salary) | 80% (policy reference) | 80% (targets unchanged in 2024 vs 2023) | 80% |
| Actual Bonus Paid ($) | 377,660 | 431,450 | 474,673 |
| Stock Awards ($) | 2,936,345 | 991,843 | 1,426,432 |
| Stock Options ($) | 112,501 | 230,234 | 232,852 |
| All Other Compensation ($) | — | — | — |
| Total Compensation ($) | 3,841,506 | 2,093,527 | 2,578,957 |
Notes:
- 2024 Stock Awards breakdown: RSUs $396,347; PSUs $1,030,086 .
- 2022 Stock Awards breakdown: RSUs $2,562,753; PSUs $373,592, plus a special one‑time RSU grant (see Performance Compensation) .
Performance Compensation
Annual Cash Bonus Structure (2024)
- Corporate component weighted 67% of total bonus; comprised of:
- Revenue (GAAP) weighted 33% of corporate component
- Total consolidated Adjusted EBITDA weighted 67% of corporate component
- Individual goals weighted 33% of total bonus
- Corporate goals exceeded maximum targets; corporate component paid at 150% of target for all NEOs
| Component | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate – Revenue | 33% of corporate (within 67% of total) | Pre-set annual revenue level | Exceeded maximum | 150% of component | Paid following year per STIP plan |
| Corporate – Adjusted EBITDA | 67% of corporate (within 67% of total) | Pre-set annual Adjusted EBITDA | Exceeded maximum | 150% of component | Paid following year per STIP plan |
| Individual Goals | 33% of total | Qualitative/quantitative scorecard | Committee determined | Not quantified (included in total $474,673) | Paid following year per STIP plan |
Roosileht’s 2024 plan-based bonus range and realized:
- Threshold $236,740; Target $356,000; Maximum $475,260
- Actual 2024 bonus paid: $474,673
Long-Term Equity Incentives and Vesting
2024 Grants (March 15, 2024):
| Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance | Notes |
|---|---|---|---|---|
| PSUs (TSR vs peers) | Target 113,696; Max 227,392 | 1,030,086 | 3-year performance; 0–200% payout range | TSR relative to designated peer group |
| RSUs (time-based) | 68,218 | 396,347 | Ratably over 3 years | Time-based vesting |
| Stock Options | 62,260 | 232,852 | Ratably over 3 years | Exercise price $5.79; expire 10 years |
2022 Special One-Time RSUs:
- 600,000 RSUs granted on Sept 27, 2022; vest in equal installments on Mar 26, 2023, Mar 26, 2024, and Mar 26, 2025; for Roosileht, vested RSUs do not settle until three years after grant date .
Settlement Deferral (Roosileht-specific):
- For Roosileht, time-based RSUs and stock options vest as scheduled but do not settle until three years after the grant date .
Outstanding Equity Awards (as of Dec 30, 2022)
| Award | Status | Quantity | Exercise Price | Expiration | Market/Value |
|---|---|---|---|---|---|
| Options (time-based) | Unexercisable | 13,495 | $15.40 | 4/9/2031 | — |
| Options (time-based) | Unexercisable | 49,728 | $3.99 | 9/27/2032 | — |
| RSUs (time-based) | Unvested | 45,540 | — | — | $186,802 |
| RSUs (one-time) | Unvested | 600,000 | — | — | $2,154,000 |
| PSUs (TSR 3-yr) | Minimum (50% target) | 8,117 | — | — | $29,140 |
| PSUs (TSR ~2.5-yr) | Target (100%) | 35,245 | — | — | $126,530 |
Equity Ownership & Alignment
- Beneficial Ownership (as of April 12, 2023): 2,964,157 shares of Class V Common Stock (non-economic voting interest), ~1.9% of Class V and ~1.3% of total voting power; no Class A reported .
- Stock Ownership Guidelines: CEO 5x salary; other executive officers 3x salary; unvested RSUs count, PSUs and options do not; each executive officer currently exceeds guidelines .
- Hedging/Short Sales Policy: Prohibits hedging, short sales, and transactions in publicly traded options absent prior approval from the Chief Legal Officer .
- Pledging: No pledging disclosure identified for Roosileht in proxies reviewed .
Employment Terms
- Consulting Agreement: Services provided via a corporate entity owned by Roosileht; monthly base salary of €15,000 (subject to up to 10% reduction for services not accepted on initial review); not eligible for company employee benefits (life/disability/health/dental/retirement/vacation) .
- Termination Notice: Company may terminate with 30 days’ written notice; Roosileht may terminate with 90 days’ notice; restrictive covenants include confidentiality, non-solicit/non-hire, non-disparagement, and assignment of inventions .
- Separation Terms (announced Jan 14, 2025): Mutually agreed separation effective by the earlier of Dec 31, 2025 or completion of transition; compensation maintained through Dec 31, 2025; annual bonus (target 80% of base) pro‑rated to Separation Date subject to performance; RSUs, options, and PSUs continue to vest through Dec 31, 2025 (remainder forfeited); 3‑month window to exercise vested options after distribution; 12‑month lockup on certain equity; confidentiality, non‑compete, non‑solicit, non‑disparagement, and mutual releases .
Severance and Change-of-Control Economics
| Scenario | Cash Severance | Equity Acceleration | Other Benefits |
|---|---|---|---|
| Death or Disability | $0 | RSUs & options vest in full; PSUs vest at target | $0 |
| Termination for Cause or Resignation Without Good Reason | $0 | No acceleration | $0 |
| Termination Without Cause or Good Reason (No CoC) | $0 (Roosileht) | No acceleration (Roosileht) | $0 |
| Termination Without Cause or Good Reason (within CoC window) | $0 (Roosileht) | No acceleration (Roosileht) | $0 |
| Change of Control (no termination) | $0 (Roosileht) | No acceleration (Roosileht) | $0 |
Potential Payments Estimate (assuming event on Dec 31, 2024):
| Type | Amount ($) |
|---|---|
| Death/Disability – Stock Incentives | 10,652,683 |
| All other termination/CoC scenarios | $0 (cash/equity/benefits) |
Investment Implications
- Pay-for-performance alignment: Roosileht’s bonus framework emphasizes revenue and Adjusted EBITDA with corporate components paying at 150% of target in 2024, indicating strong operational performance; PSUs are measured on relative TSR over multi‑year periods, reinforcing long‑term alignment .
- Insider selling pressure: Unique settlement deferral for Roosileht’s RSUs and options (three years post‑grant) and a 12‑month lockup under separation terms reduce near‑term selling pressure, though a three‑month post‑distribution option exercise window could create discrete trading windows around award settlements in 2025–2026 .
- Retention risk: Separation announced for 2025 introduces execution/transition risk in Product and Engineering leadership; however, compensation continues through 2025 with vesting through Dec 31, 2025 to support continuity .
- Governance safeguards: Strong anti‑hedging policy, stock ownership guidelines (executives exceed thresholds), and SEC/NYSE‑compliant clawback policy mitigate alignment risks and discourage excessive risk‑taking .
- Severance profile: Roosileht’s consulting arrangement provides no severance or acceleration for most termination/CoC scenarios, limiting parachute risk; value realization for equity is concentrated in death/disability case under standard award terms .