Judith Gold
About Judith Gold
Judith Gold, 61, has served on Rush Street Interactive’s (RSI) Board since December 2020. She is Managing Director, Government Relations & Strategy, and Senior Counsel at LAMB Capital Advisors, LLC (since Dec 2020), and previously was a partner at Perkins Coie LLP (joined 2005) after starting her legal career at Altheimer & Gray in 1989. She has held public policy roles (Chief of Policy for the City of Chicago; member, Illinois State Board of Education; Chair, Illinois Commission on the Status of Women) and serves on nonprofit boards (Columbia College Chicago; Illinois Coalition Against Sexual Exploitation; Chicago Civic Federation). She holds a B.A. from the University of Michigan and a J.D. from the University of Chicago Law School . She is a Class I director, with Class I terms expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LAMB Capital Advisors, LLC | Managing Director, Government Relations & Strategy; Senior Counsel | Since Dec 2020 | Government relations and public policy expertise |
| Perkins Coie LLP | Partner | Joined 2005 (end date not disclosed) | Advised on corporate communications, public affairs, crisis communications |
| Altheimer & Gray | Associate; later Partner | Began 1989 (end date not disclosed) | Corporate legal practice |
| City of Chicago (Mayor Richard M. Daley’s Cabinet) | Chief of Policy | Not disclosed | Public policy leadership |
| Illinois State Board of Education | Member | Not disclosed | Public sector governance |
| Illinois Commission on the Status of Women | Chair | Not disclosed | Policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia College Chicago | Director | Current | Nonprofit board service |
| Illinois Coalition Against Sexual Exploitation | Director | Current | Nonprofit board service |
| Chicago Civic Federation | Director | Current | Nonprofit board service |
| LAMB Capital Advisors, LLC | Managing Director & Senior Counsel | Since Dec 2020 | LAMB is listed among affiliates of controlling stockholder; affiliates have related-party transactions with RSI |
Board Governance
- Independence status: The Board identified the independent directors as James Gordon, Jack Markell, Niccolo de Masi, Thomas Winter, and Daniel Yih; Ms. Gold is not listed among the independent directors under NYSE rules .
- Committee assignments: RSI has three standing committees (Audit; Compensation; Nominating & Corporate Governance (NCG)). The committee matrix shows no committee assignments for Ms. Gold; she holds no chair roles .
- Lead Independent Director: Niccolo de Masi .
- Attendance and engagement: In 2024, the Board met 6 times; Audit 4; Compensation 1; NCG 0. All directors attended more than 75% of aggregate Board/committee meetings, and all then-current directors attended the 2024 Annual Meeting .
- Controlled company status: RSI is a “controlled company” under NYSE rules; it relies on exemptions (Board not majority independent; Compensation and NCG committees not composed entirely of independent directors) .
- Director class/tenure: Ms. Gold is a Class I director; Class I terms run to the 2027 annual meeting .
Fixed Compensation
- Director Compensation Program: Eligible non-employee directors receive an annual equity retainer with target fair value of $125,000 in RSUs, vesting at the next annual meeting; ad hoc committee service may earn additional monthly cash retainers ($10,000 chair/$5,000 member) .
- 2024 director compensation (actuals):
| Name | Fees earned/paid in cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Judith Gold | $0 | $141,851 | $141,851 |
- RSU holdings as of 12/31/2024: Ms. Gold held 24,415 RSUs, vesting in full at the 2025 Annual Meeting, subject to continued service .
Performance Compensation
- Structure: For directors, compensation is primarily time-based RSUs; no performance-based metrics (TSR, revenue, EBITDA) are disclosed for director equity in 2024 .
| Instrument | Grant date | Number of units | Grant-date fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Not disclosed | 24,415 | $141,851 | Vest 100% at next Annual Meeting | None disclosed for director awards |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Gold in the 2025 proxy .
- Interlocks: The company reports no compensation committee interlocks involving its officers in 2024; Ms. Gold did not serve on the Compensation Committee .
- Potential interlock/conflict context: Ms. Gold’s employer, LAMB Capital Advisors, is identified among entities affiliated with the controlling stockholder group that engage in related-party arrangements with RSI affiliates (contextual governance risk) .
Expertise & Qualifications
- Government relations, communications, crisis and public policy expertise, with over 30 years advising regulated-industry companies and senior executives .
- Education: B.A. University of Michigan; J.D. University of Chicago Law School .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Judith Gold | 76,256 | <1% | 275,083 | <1% | <1% | Class V has voting rights but no economic interest; exchangeable into Class A with RSILP units per A&R LPA |
| Unvested RSUs (12/31/2024) | 24,415 | — | — | — | — | Vest at Annual Meeting, subject to service |
| Shares pledged as collateral | Not disclosed | — | — | — | — | No pledging disclosure found; company policy restricts hedging/short sales/derivatives absent approval |
Notes: Beneficial ownership table based on 228,249,276 total voting shares outstanding as of April 9, 2025 .
Governance Assessment
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Strengths
- Deep public policy and government relations skill set valuable for a highly regulated online gaming/sports betting operator .
- Attendance and engagement met expectations (>75% of meetings in 2024; attendance at 2024 Annual Meeting) .
- Director pay delivered in equity with annual vesting, aligning director incentives with shareholder value over the term .
- Company-wide insider trading policy prohibits hedging/short sales/derivatives without prior approval, supporting alignment .
-
Concerns / RED FLAGS
- Independence: Board’s disclosed list of independent directors does not include Ms. Gold; she is not deemed independent under NYSE rules, which is notable given her role at LAMB, an affiliate of the controlling stockholder group with related-party dealings in the broader ecosystem .
- Committee influence: She holds no Audit, Compensation, or NCG committee seats, limiting direct oversight influence on key governance levers .
- Controlled company exemptions: RSI relies on NYSE controlled-company exemptions (Board not majority independent; Comp/NCG committees not fully independent), reducing minority shareholder protections relative to non-controlled peers .
- Director equity awards appear time-based with no disclosed performance metrics, providing alignment but limited performance conditioning for directors .
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Additional context
- Board structure: Classified board (staggered terms) with a designated Lead Independent Director (de Masi) and regular executive sessions of non-management and independent directors .
- Related-party oversight: Formal Related Party Transactions Policy with independent director approval framework; Audit Committee oversees risk, including ERM and cybersecurity .
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