James Gordon
About James Gordon
James Gordon, 75, is an independent Class II director of Rush Street Interactive, Inc. (RSI) since December 2020 and serves on the Audit Committee. He is Managing Partner of Edgewater Growth Capital Partners (founded 2001), previously served as President of Gordon Foods, Inc. and Gordon’s Wholesale, Inc., executed an LBO of family interests in 1982 and sold the company in 1986; he holds a B.A. from Northwestern University . He is standing for re-election to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewater Growth Capital Partners | Managing Partner | 2001–present | Private equity investor; board service across portfolio companies |
| Gordon Foods, Inc.; Gordon’s Wholesale, Inc. | President | Pre-1982–1986 | Engineered 1982 LBO; sold company in 1986 |
| Rush Street Interactive, Inc. | Director (Class II) | Dec 2020–present | Audit Committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whitney Museum of American Art | Director | Not disclosed | Chair, Investment Committee |
| Art Institute of Chicago | Trustee | Not disclosed | Member, Investment Committee |
| Museum of Contemporary Art Chicago | Board member | Not disclosed | Executive Committee and Investment Committee |
| Grinnell College | Trustee | Not disclosed | Head, Investment Committee |
No current public company directorships are disclosed in the proxy for Mr. Gordon .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined James Gordon is an independent director under NYSE rules; he also meets the stricter audit committee independence standards (Rule 10A‑3) . |
| Committees | Audit Committee – Member (Chair: Daniel Yih; other members: Niccolo de Masi) . |
| Lead Independent Director | Niccolo de Masi . |
| Attendance | 2024: Board held 6 meetings; Audit Committee held 4; all directors attended >75% of aggregate Board and committee meetings . |
| Executive Sessions | Regularly scheduled non‑management sessions; at least annually independent directors meet privately; presided by the Lead Independent Director . |
| Nomination context | As a controlled company, Sellers’ Representative has designation rights; Class II nominees (including Gordon) were designated by the Sellers’ Representative for 2025 . |
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Awards (Grant‑date FV) | Program Structure | RSUs Outstanding at 12/31/24 | Vesting |
|---|---|---|---|---|---|
| 2024 | $0 | $141,851 | Annual equity retainer for eligible non‑employee directors: $125,000 in RSUs based on trailing 60‑day average price | 24,415 RSUs | Director RSUs vest in full at the next annual meeting, subject to continued service |
Notes:
- Ad hoc committee/subcommittee monthly retainers: $10,000 chair / $5,000 member when constituted; Gordon received no such cash fees in 2024 (his cash fees were $0) .
Performance Compensation
- No performance-conditioned director compensation is disclosed; director equity is time-based RSUs that vest at the subsequent annual meeting, encouraging ownership alignment without performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Gordon . |
| Private/non-profit/academic | Whitney Museum (Investment Chair), Art Institute of Chicago (Trustee), Museum of Contemporary Art Chicago (Exec & Investment Committees), Grinnell College (Head of Investment Committee) . |
| Potential interlocks | None disclosed involving Mr. Gordon; Compensation Committee comprised of Neil Bluhm (Chair) and Niccolo de Masi in 2024 . |
Expertise & Qualifications
- Private equity investing, M&A execution, and multi-board governance experience (portfolio companies) .
- Investment committee leadership across major cultural and academic institutions, indicating financial oversight skill .
- Audit Committee member; Board determined financial literacy for all Audit members (Gordon included); Audit Committee Financial Expert designation is held by Daniel Yih .
Equity Ownership
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock (beneficially owned) | 76,256 | <1% | As of April 9, 2025 (record date) . |
| Class V Common Stock | 0 | N/A | None disclosed for Gordon . |
| Unvested RSUs (director awards) | 24,415 | N/A | As of 12/31/24; vest at the annual meeting . |
| Pledged shares | Not disclosed | N/A | No pledging disclosed for Mr. Gordon in the proxy . |
| Hedging/short sales policy | Restricted | N/A | Insider Trading Policy generally prohibits hedging/monetization, short sales, and public options transactions without CLO pre‑approval (applies to directors) . |
Insider Filings & Transactions
| Date | Form | Reported Holdings/Notes |
|---|---|---|
| 2021‑01‑08 | Form 3 | Initial statement reported no securities beneficially owned at that time . |
| 2025‑04‑09 (record date) | Proxy ownership table | Beneficial ownership: 76,256 Class A shares; <1% of class . |
Governance Assessment
-
Strengths:
- Independent director with Audit Committee service and Board‑affirmed independence at both board and audit committee levels .
- Strong attendance (Board-wide >75%) and participation; all directors attended the 2024 annual meeting, indicating engagement .
- Director pay is primarily equity (time‑vested RSUs) with no cash fees in 2024 for Gordon, aligning interests with shareholders .
- Company policy restricts hedging/short sales/derivative transactions, supporting alignment and risk control for directors .
-
Risks and potential red flags:
- Controlled company status: RSI does not have a majority‑independent board; Compensation and Nominating & Corporate Governance Committees are not composed entirely of independent directors, relying on NYSE exemptions—reduces minority shareholder protections .
- Director designation rights: Sellers’ Representative designates most nominees; Class II nominees, including Gordon, were designated—can constrain board refreshment independence perceptions .
- Significant related‑party transactions with affiliates controlled by major shareholders (e.g., royalty payments to affiliated casinos of $66.1 million in 2024), though no related‑party transactions are disclosed involving Mr. Gordon personally .
-
Net view for investor confidence:
- Gordon brings substantial PE and governance expertise and fulfills independence and attendance expectations .
- Structural governance risks stem from controlled company status and designation rights, not from Gordon’s individual conduct; continued monitoring of Audit Committee oversight and RPTs is warranted .