Jack Markell
About Jack Markell
Jack Markell, 64, was appointed as a Class III director of Rush Street Interactive (RSI) in March 2025, and is deemed an independent director under NYSE rules . He previously served as U.S. Ambassador to Italy and San Marino (Sep 2023–Jan 2025) and to the OECD (Feb 2022–Aug 2023), was the 73rd Governor of Delaware (2009–2017) and the Delaware State Treasurer (1999–2009) . He holds a B.A. in economics and development studies from Brown University and an MBA from the University of Chicago . His Board qualifications emphasize government relations, corporate development, and strategic management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Ambassador to Italy & San Marino | Sep 2023–Jan 2025 | Diplomatic leadership; international policy exposure |
| U.S. Department of State | Ambassador to OECD | Feb 2022–Aug 2023 | Economic policy and multilateral governance experience |
| State of Delaware | Governor (73rd) | 2009–2017 | Executive leadership; policy and governance |
| State of Delaware | State Treasurer | Jan 1999–Jan 2009 | Financial oversight; public finance experience |
| Various corporations (private) | Executive roles in corp. development, IR, strategy & consulting | Prior to elected offices | Corporate strategy and investor relations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Holdings Company (NYSE: GHC) | Director | Feb 2025–Present; prior service May 2017–Dec 2021 | Not disclosed |
| Scientific Games Corp. (now Light & Wonder, Inc., NASDAQ: LNW) | Director (prior) | Not disclosed (historical service) | Not disclosed |
| FS Credit Real Estate Income Trust | Director (prior) | Not disclosed | Not disclosed |
| Upstream USA; Symbiont.io; Vemo Education; Generation USA; High Resolves; Jobs for America’s Graduates | Director/Board roles (prior) | Not disclosed | Not disclosed |
| Annie E. Casey Foundation; Strada Education Network; Delaware State University | Trustee (prior) | Not disclosed | Not disclosed |
Board Governance
- Board structure: Three classes; Markell is a Class III director with term expiring at the 2026 annual meeting .
- Independence: Board determined Markell is independent under NYSE standards; Audit Committee independence additionally applies to other named directors, but Markell is not an Audit Committee member .
- Committee assignments: None currently; he is not listed on Audit, Compensation, or Nominating & Corporate Governance (NCG) committees .
- Lead Independent Director: Niccolo de Masi serves as Lead Director .
- Attendance: The Board held six meetings in 2024; all directors (then-current) attended >75% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Controlled company context: Sellers’ Representative retains rights to designate most directors and appoint non-voting observers; indicates concentrated control dynamics on the Board .
Fixed Compensation
| Component | Amount/Terms | Status for Markell |
|---|---|---|
| Annual equity retainer (RSUs) | $125,000 fair value; granted in RSUs using trailing 60-day average price; vests in full on date of next annual meeting following grant, contingent on continued service | Eligible commencing Mar 19, 2025 |
| Cash retainer | None disclosed for standard director service; cash only for ad hoc committee service | None disclosed |
| Ad hoc committee monthly fee | $10,000 chair / $5,000 member (additional to standard program) | None disclosed |
Performance Compensation
| Metric Type | Presence in Director Pay | Details |
|---|---|---|
| PSU/Option awards tied to metrics | Not part of director compensation program | Director comp is equity retainer in RSUs; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to RSI | Potential Interlock/Conflict Considerations |
|---|---|---|
| Graham Holdings (NYSE: GHC) | Unrelated conglomerate | No RSI-related transactions disclosed; related-party policy excludes transactions where related party’s only relationship is as a director of another company |
| Light & Wonder (formerly Scientific Games, NASDAQ: LNW) | Gaming supplier broadly in industry | Historical board service could provide industry insights; no RSI related-party transactions disclosed |
| Multiple non-profits and educational organizations | Unrelated | No conflicts disclosed; governance background breadth |
Expertise & Qualifications
- Government relations and public policy: Two ambassadorships and gubernatorial leadership provide regulatory and stakeholder engagement expertise .
- Corporate development and strategic management: Prior executive roles in corporate development, investor relations, and strategy .
- Financial oversight: Ten years as State Treasurer of Delaware .
Equity Ownership
| Measure | Value | As-of/Notes |
|---|---|---|
| Beneficial ownership (Class A) | 0 shares; “—” in proxy table | As of Apr 9, 2025 |
| Beneficial ownership (Class V) | 0 shares; “—” in proxy table | As of Apr 9, 2025 |
| Ownership % of total voting power | 0% | As of Apr 9, 2025 |
| Unvested RSUs (grant date) | 1,863 RSUs (Mar 19, 2025) | Under 2020 Omnibus Equity Plan; vests per director program |
| Unvested RSUs (grant date) | 10,958 RSUs (May 29, 2025) | Under 2020 Omnibus Equity Plan; vests per director program |
| Total unvested RSUs | 12,821 RSUs (sum of above) | Will vest at next annual meeting following respective grant dates, subject to continued service |
| Shares pledged/hedged | None disclosed | Not mentioned in proxy |
Insider Trades (Form 4)
| Date | Transaction | Amount | Notes |
|---|---|---|---|
| Mar 19, 2025 | RSU grant | 1,863 RSUs | Under 2020 Omnibus Equity Plan; standard director RSU retainer framework |
| May 29, 2025 | RSU grant | 10,958 RSUs | Under 2020 Omnibus Equity Plan; standard director RSU retainer framework |
Governance Assessment
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Positive signals:
- Independence: Board explicitly determined Markell is independent; aligns with governance best practices .
- Relevant expertise: Deep public policy, regulatory, and strategic credentials valuable for gaming industry oversight .
- Equity alignment: Director program is equity-based; Markell elected/received RSU grants consistent with alignment approach .
-
Watch items / RED FLAGS:
- Controlled company dynamics: Sellers’ Representative designates most directors and appoints observers; potential concentration of influence that can affect independent oversight effectiveness .
- No committee assignment yet: As a new director, Markell currently has no committee roles; limits direct influence over audit/compensation/governance levers in near term .
- Ownership level: Beneficial ownership reported as zero as of Apr 9, 2025; while typical for a new appointee with unvested RSUs, it reduces immediate “skin-in-the-game” optics until vesting .
- Family ties on Board: Executive Chairman Neil Bluhm and directors Leslie and Andrew Bluhm are family; while Markell has no family relationships, overall board-family ties warrant continued monitoring for conflicts .
-
Engagement/attendance: The company reports strong attendance (>75%) for 2024 directors and executive sessions led by the Lead Director; Markell’s 2025 attendance not yet disclosed due to his recent appointment .
-
Related-party transactions: A formal policy governs approvals; transactions where a related party’s only relationship is as a director of another company do not require approval, mitigating certain interlock concerns; no Markell-specific related-party transactions disclosed .
Notes:
- Board class and term: Class III term expires at the 2026 annual meeting .
- Lead Independent Director and separation of Chair/CEO roles are in place to balance governance .
- Director compensation uses RSUs with vesting at the next annual meeting; ad hoc committee cash fees apply only if appointed .
Citations:
Internet sources (Form 4):