Kyle Sauers
About Kyle Sauers
Kyle L. Sauers, 54, is President and Chief Financial Officer of Rush Street Interactive (RSI), serving as CFO since October 2020 and promoted to President on October 15, 2025 while retaining CFO responsibilities . He holds a B.S. in Accounting from the University of Illinois and began his career in Arthur Andersen’s Audit & Business Advisory practice . Under his compensation framework, annual bonuses for NEOs are tied to GAAP Revenue and Adjusted EBITDA, with 2024 corporate goals exceeding maximums (150% payout for that component) and long-term PSUs paid at 194.2% for the 2022 grant based on 79th percentile Relative TSR, indicating strong pay-for-performance alignment . RSI reported 2024 GAAP revenue of $924.1 million and net income of $7.2 million, with shareholder returns improving versus prior years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Echo Global Logistics | Chief Financial Officer | 2013–2020 | Led finance for Fortune 1000 tech-enabled logistics provider; expanded scope beyond finance . |
| Echo Global Logistics | SVP Finance & Controller | 2011–2013 | Built finance controls and reporting infrastructure . |
| Varian Medical Systems | General Manager, Security & Inspection Products | Post-BIR acquisition (from 2005) | Managed division post-acquisition; commercialized cargo screening systems . |
| Bio-Imaging Research (BIR) | CFO; Board Member | Since 2005 (pre-Varian acquisition) | Financial leadership and board governance; supplier of cargo screening systems/software . |
| Sphere Communications | CFO | 8 years | Led VoIP software company finance; helped scale operations . |
| APAC Customer Services | Financial management roles | Not disclosed | Outsourced customer care finance roles . |
| Arthur Andersen LLP | Audit & Business Advisory | Early career | Foundation in audit, controls, and financial reporting . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bio-Imaging Research (BIR) | Board member | Since 2005 (pre-Varian acquisition) | Governance role prior to Varian acquisition . |
Fixed Compensation
2025 Promotion Terms (effective Oct 15, 2025)
| Item | Value |
|---|---|
| Annual base salary | $650,000 |
| Short-term incentive target | 90% of base salary |
| Long-term incentive target | ≥ 6x annualized base salary |
| One-time RSU grant | $1,000,000; vests in equal annual installments over 4 years |
Cash Compensation (historical)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $465,000 | $496,846 | $506,846 |
| Annual Bonus Paid ($) | $503,068 | $577,898 | $646,232 |
Performance Compensation
Annual Cash Bonus Design (2024)
| Component | Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| Corporate Goals | GAAP Revenue | 33% of Corporate Goals | Not disclosed | Exceeded maximum | 150% of corporate component | Financial goals set with scaling tiers up to 150% . |
| Corporate Goals | Adjusted EBITDA | 67% of Corporate Goals | Not disclosed | Exceeded maximum | 150% of corporate component | Non-GAAP; reconciliation in 10-K . |
| Individual Goals | Role-specific objectives | 33% of total bonus | Not disclosed | Committee assessed | Discretionary; included in $646,232 actual | Qualitative/quantitative scorecard . |
Long-Term Incentives (2024 LTIP mix for NEOs)
- 50% PSUs (market condition) with 3-year performance period ending Dec 31 of third calendar year after grant; Relative TSR vs peer group; target at 55th percentile; payout 0–200%; negative TSR caps at 100% .
- 30% RSUs vesting ratably over 3 years .
- 20% Stock Options vesting ratably over 3 years .
2024 Grants (Kyle Sauers)
| Instrument | Shares/Units | Terms |
|---|---|---|
| PSUs (target) | 206,237 target; threshold 103,119; max 412,474 | Relative TSR; 3-year period to Dec 31, 2026; 0–200% payout . |
| RSUs | 123,742 | Time-based; equal annual installments over 3 years . |
| Stock Options | 112,934 | Exercise price $5.79; expires 3/15/2034; equal annual installments over 3 years . |
PSU Realization Signals
| PSU Cohort | Performance Period End | Metric Outcome | Payout |
|---|---|---|---|
| 2022 grant | Dec 31, 2024 | Relative TSR at 79th percentile | 194.2% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 540,361 Class A shares; <1% of Class A; no Class V . |
| Stock ownership guidelines | Executives must hold ≥3x salary; all executive officers currently exceed guidelines . |
| Hedging/derivatives | Prohibited without prior approval; short sales prohibited . |
| Pledging | No pledging disclosed in proxy . |
| 10b5-1 Trading Plan | Adopted Aug 22, 2025; potential sale of up to 276,000 shares; duration Mar 3, 2026 – Mar 31, 2027 . |
Unvested/Outstanding Awards at 12/31/2024 (Kyle Sauers)
| Instrument | Quantity | Key Terms | Value/Notes |
|---|---|---|---|
| RSUs (unvested) | 280,578 total (from 9/27/22, 3/15/23, 3/15/24 grants) | Equal annual installments over 3 years | Market value $3,849,530 at $13.72 close . |
| Options (exercisable/unexercisable) | 24,291 exercisable (4/9/2021 grant, $15.40 exp. 4/9/2031); 117,873/58,936 (9/27/2022, $3.99 exp. 9/27/2032); 64,692/128,984 (3/15/2023, $3.28 exp. 3/15/2033); 112,934 unexercisable (3/15/2024, $5.79 exp. 3/15/2034) | Time-based; equal annual installments over 3 years from grant dates | Exercise prices/expirations as shown . |
| PSUs (unearned outstanding) | 501,254; 533,556; 412,474 across cohorts | Relative TSR; 3-year periods; 0–200% payout; change-in-control rules apply | Payout values shown based on $13.72; footnote notes performance scaling . |
Employment Terms
| Provision | Pre–Change-in-Control Termination (without cause/for good reason) | Post–Change-in-Control Termination (within 12 months) |
|---|---|---|
| Cash severance | Sum of annualized base salary + target bonus; payable over 12 months or lump sum | 2x (base + target bonus); lump sum . |
| Annual bonus | Prorated based on actual performance | Prorated based on actual performance . |
| COBRA | Company-paid for up to 12 months | Company-paid for up to 12 months . |
| Equity acceleration | Time-based awards vesting within 12 months accelerate; PSUs prorated based on time and actual performance at period end | All unvested time-based awards vest; PSUs assumed/converted or vest at greater of target or actual performance through CoC . |
| Non-compete / non-solicit | 18 months post-employment | 18 months post-employment . |
| Clawback | SEC/NYSE-compliant clawback policy applies | SEC/NYSE-compliant clawback policy applies . |
| Agreement source | Offer letter (2020) for CFO; Sauers Letter terms | Change-in-control terms per Sauers Letter . |
Start date and tenure: CFO since October 2020; President since October 15, 2025 .
Performance & Track Record
- 2024 GAAP Revenue: $924.1 million; Net Income: $7.2 million; Company’s pay-versus-performance disclosure ties CAP to GAAP Revenue and TSR, with PEO and NEO CAP rising alongside market performance .
- 2024 corporate bonus metrics (Revenue, Adjusted EBITDA) exceeded maximums, driving 150% of corporate bonus component for NEOs .
- 2022 PSUs paid at 194.2% based on 79th percentile Relative TSR, evidencing strong multi-year shareholder return vs peers .
Compensation Structure Analysis
- Equity-heavy mix: For 2024, Sauers received $2.59 million in stock awards and $0.42 million in options alongside a $0.65 million cash bonus, embedding significant at-risk pay tied to TSR and multi-year vesting .
- Shift toward PSUs: Half of LTIP in PSUs with relative TSR; RSUs/options balance promotes retention and alignment .
- Governance safeguards: Clawback policy; insider trading restrictions; no tax gross-ups; no option repricing; stock ownership guidelines exceeded .
Risk Indicators & Selling Pressure
- Rule 10b5-1 plan adoption (Aug 22, 2025) for up to 276,000 shares scheduled Mar 2026–Mar 2027 introduces potential selling pressure depending on price triggers and plan execution .
- No pledging disclosed; hedging restricted; reduces misalignment risk .
Equity Ownership & Alignment (Quantitative)
| Category | 2022 | 2023 | 2024 |
|---|---|---|---|
| Beneficial Class A shares owned | Not disclosed | Not disclosed | 540,361 |
| RSUs vested shares (during year) | — | — | 425,492; value realized $4,927,057 |
| Options exercised (during year) | — | — | None |
Say-on-Pay & Peer Group
- Advisory vote on 2024 NEO compensation scheduled for 2025 annual meeting; company recommends “FOR” and prefers triennial say-on-pay frequency .
- Benchmarking references gaming/technology peers; key performance linkage to GAAP Revenue and Adjusted EBITDA .
Investment Implications
- Alignment: Sauers’ compensation is predominantly performance-based (PSUs with TSR, revenue/EBITDA bonus), with multi-year vesting that aligns incentives with long-term value creation .
- Retention: 2025 promotion increases base pay and lifts long-term incentive opportunity to ≥6x salary, plus a $1 million RSU grant; severance and 18-month non-compete reduce near-term transition risk .
- Potential selling pressure: A 10b5-1 plan for up to 276,000 shares across 2026–2027 could create overhang depending on execution, though plans are conditional and may not result in sales .
- Risk controls: Strong clawback, prohibition on hedging/short sales without approval, and stock ownership guidelines (currently exceeded) mitigate governance risks .