Neil Bluhm
About Neil Bluhm
Executive Chairman since April 9, 2021 and Chairman of the Board since December 2020; age 87; B.A. University of Illinois and J.D. Northwestern University School of Law. He co-founded JMB Realty (President since 1968), Walton Street Capital (Principal 1995–Aug 2021), and Rush Street Gaming (Managing Member since 2009), with a decades-long record in real estate, gaming, and private equity execution . RSI’s 2024 GAAP revenue was $924.1 million and net income was $7.2 million, and company-wide PSUs for the 2022–2024 performance period paid at 194.2% based on 79th percentile Relative TSR, underscoring pay-performance alignment across the platform Neil oversees . He is a controlling stockholder and non-independent director, with significant influence over governance and compensation levers at RSI .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JMB Realty Corp. | President (co-founder) | Since 1968 | Built one of the largest U.S. property owners/developers; marquee mixed-use developments (e.g., Century City; 900 N. Michigan) . |
| Walton Street Capital | Principal (co-founder) | 1995–Aug 2021 | Real estate private equity; institutional track record in value creation across cycles . |
| Rush Street Gaming, LLC | Managing Member (co-founder) | Since 2009 | Developed/operates seven regional destination casinos; platform synergies with RSI online operations . |
| Mayer, Brown & Platt | Attorney (early career, later partner) | Not disclosed | Legal foundation; complex transactions experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northwestern University | Life Trustee; Investment Committee member | Since 1986 | Long-tenured fiduciary role; investment oversight . |
| Northwestern Memorial Foundation | Board member | Since 2001 | Healthcare philanthropy and governance . |
| Whitney Museum of American Art | Trustee; roles incl. President and co-chair | Since 2003 | Cultural institution leadership; investment committee experience . |
| Alzheimer’s Association | Honorary Board member | Since 1996 | Philanthropy/community engagement . |
| Chicago Cares | Advisory Board | Since 1991 | Civic leadership in volunteerism . |
Fixed Compensation
| Year | Base Salary | Bonus Eligibility | Equity Awards Type | Notes |
|---|---|---|---|---|
| 2024 | Not disclosed | Not eligible for annual cash bonus | Salary delivered entirely in RSUs vesting at the 2025 Annual Meeting | Executive Chairman compensation comprises base salary and long-term equity; no director fees; salary taken in RSUs for 2024 . |
- Stock ownership guidelines: CEO 5x salary; other executive officers 3x salary; each executive officer currently exceeds guidelines (Neil qualifies as an executive officer) .
Performance Compensation
| Component | Metric | Weighting | Target | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Corporate Goals; applies to NEOs; Executive Chairman not eligible) | GAAP Revenue | 33% of Corporate Goals | Not disclosed | Exceeded maximum | 150% of Corporate component | Paid Q1 following year . |
| Annual Cash Bonus (Corporate Goals) | Adjusted EBITDA | 67% of Corporate Goals | Not disclosed | Exceeded maximum | 150% of Corporate component | Paid Q1 following year . |
| LTIP Structure (annual grants) | PSUs (Relative TSR) | 50% of LTIP value | 55th percentile for target; 30th percentile minimum | Relative TSR percentile vs peer group | 0–200% payout (capped at 100% if TSR negative) | 3-year performance; ends Dec 31 of year 3 . |
| LTIP Structure | RSUs (time-based) | 30% of LTIP value | N/A | Service | N/A | Vests ratably over 3 years . |
| LTIP Structure | Stock Options (time-based) | 20% of LTIP value | N/A | Service | N/A | Vests ratably over 3 years; 10-year term . |
| PSU Outcome (cycle ended 12/31/2024) | Relative TSR vs peer group | N/A | 55th percentile (target) | 79th percentile | 194.2% of target | 3-year vesting completed . |
- Compensation program features: clawback policy compliant with SEC/NYSE; no option repricing; no tax gross-ups; no excessive perquisites; no hedging/short sales/derivatives without prior approval; majority of pay equity-based to align with long-term value .
Equity Ownership & Alignment
| Holder | Class A Shares | Class V Shares | % of Class V | % of Total Voting Power |
|---|---|---|---|---|
| Neil Bluhm | 547,042 | 110,301,777 | 82.7% | 48.5% |
- Ownership structure: Class V confers one vote per share; RSILP units plus Class V are exchangeable for Class A on a one-for-one basis up to four times per calendar year; Special Limited Partner may deliver cash equal to 5-day VWAP instead of Class A shares upon exchange .
- Insider trading policy restricts hedging, short sales, and derivative transactions absent Chief Legal Officer approval; no pledging disclosures found specific to Neil Bluhm .
- Director compensation program does not apply to founders; Neil receives no director fees; director equity retainer is $125,000 RSUs for eligible non-founder directors, vesting at next annual meeting .
Employment Terms
- Executive Chairman role: Compensation comprises base salary and long-term equity; he elected to receive entire 2024 salary as RSUs vesting at 2025 Annual Meeting; no annual cash bonus eligibility as a director; no specific severance or change-of-control terms disclosed for Executive Chairman .
- Stock ownership guidelines: as an executive officer, expected to hold ≥3x salary; the company discloses all executive officers exceed guidelines .
Board Governance
- Roles: Chairman of the Board (since Dec 2020) and Executive Chairman (since Apr 9, 2021) .
- Committee service: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee; not on Audit Committee .
- Controlled company: RSI qualifies as a “controlled company” under NYSE rules due to combined voting power held by Neil Bluhm and Richard Schwartz (approx. 52.5% voting power), allowing exemptions from certain independence requirements; RSI currently relies on these exemptions (e.g., non-independent composition of Compensation and NCG committees) .
- Independence and leadership: Neil Bluhm is non-independent; Lead Independent Director is Niccolo de Masi; Board held six meetings in 2024 and all directors attended >75% of meetings; executive sessions held regularly, with at least one annual session of independent directors .
- Family relationships: Neil’s daughter Leslie and son Andrew serve on the Board; other directors have no family relationships; governance disclosures highlight independence determinations .
Director Compensation
| Item | Disclosure |
|---|---|
| Director fees (Neil Bluhm) | No compensation as director; receives compensation only for Executive Chairman role . |
| Eligible director equity | $125,000 RSU annual retainer for non-founder directors, vesting at next annual meeting . |
| 2024 non-founder director RSUs | Example: 24,415 RSUs per eligible director vesting at Annual Meeting (illustrative counts shown for certain directors) . |
Other Directorships & Interlocks; Related Party Transactions
| Entity | Relationship | Transaction Type | 2024 Amount / Exposure |
|---|---|---|---|
| Rush Street Gaming (RSG) | Managing Member; affiliate | Services agreement (corporate/shared services) with RSILP; cost reimbursement and allocable overhead; term and scope described; amounts not separately disclosed in proxy . | |
| Rivers IP Holdings | Affiliate | IP and brand licensing arrangements (“Rivers”, “BetRivers”, domains); amended/restated license; sublicense structure with “Rivers” casinos . | |
| Affiliated casinos (Sugar House/Rivers Philadelphia; Rivers Pittsburgh; others) | Affiliates (Neil and family interests) | Online/retail sports betting and iGaming operations under land-based licenses; commission/royalty arrangements | Royalties to affiliates were $66.1 million; affiliate receivables $18.2 million at 12/31/2024 . |
| Tax Receivable Agreement (TRA) | Sellers & RSI Special Limited Partner | 85% of tax savings paid to Sellers; long-duration liability | Unrecognized TRA liability $104.3 million at 12/31/2024; payments could be substantial; present-value termination/acceleration features noted . |
- Control and designation rights: Investor Rights Agreement grants Sellers’ Representative and Sponsor director designation and observer rights subject to thresholds; Sellers’ Representative currently designates ten directors; board observer position held by Meredith Bluhm-Wolf .
- Exchange rights: RSILP units exchangeable up to four times per year into Class A or cash at Special Limited Partner’s discretion; restrictions to avoid “publicly traded partnership” classification may apply .
- Related party policy: Formal policy requires independent director approval (often via Audit Committee) for related-party transactions; standard exceptions described .
Compensation Structure Analysis
- Equity-heavy mix and long-term focus: Company-wide executive compensation emphasizes multi-year equity with significant PSUs tied to Relative TSR; 2024 average NEO compensation ~84% equity-based; this structure aligns with stockholder value and suggests lower near-term cash pressure .
- Strong performance linkage: 2024 Corporate Goals exceeded maximums, driving 150% payouts for that component of annual bonuses, and PSUs paid at 194.2% for 2012–2024 cycle due to 79th percentile TSR, signaling robust pay-for-performance design .
- Governance risk offset by policies: Clawback policy compliant with SEC/NYSE; no repricing; no tax gross-ups; insider trading/hedging restrictions; ownership guidelines met by executive officers .
Risk Indicators & Red Flags
- Controlled company and dual roles: Non-independent Chair and Executive Chairman, with Neil chairing Compensation and NCG Committees; reliance on controlled company exemptions reduces independent oversight on pay and nominations .
- Significant related-party economics: Material royalty flows to affiliated casinos ($66.1M in 2024) and ongoing services/IP arrangements create potential conflicts; oversight relies on internal policies and independent director approval processes .
- TRA liability: $104.3M unrecognized TRA liability and potential substantial future cash outflows tied to tax benefits introduce long-term cash commitments that can influence equity economics and capital allocation .
- Concentrated voting control: Neil Bluhm’s 48.5% voting power and combined 52.5% voting power with Richard Schwartz assure passage of key proposals, limiting minority influence on say-on-pay and governance .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote scheduled annually per company recommendation to occur every three years (next in 2027); Board recommends “FOR” on 2024 NEO compensation and “3 Years” on frequency; company engages with investors and considers feedback in program design .
Investment Implications
- Alignment: Executive compensation is highly equity-based with meaningful Relative TSR PSUs and corporate metrics (Revenue and Adjusted EBITDA), and executive officers (including Neil) exceed ownership guidelines, which supports long-term alignment; however, Neil’s non-independence and committee chair roles heighten governance risk in pay-setting .
- Control and continuity: Neil’s 48.5% voting power and combined control with the CEO stabilize strategic direction and reduce retention risk at the top, but also reduce the probability of shareholder-driven governance changes and can mute external pressure on compensation reform .
- Related-party exposure: The material affiliated royalty payments and broad interlocks require monitoring for economic terms, renewals, and performance; these relationships can be strategically advantageous but pose conflict risks that could influence margins and capital allocation .
- Cash flow claims: The TRA’s potential future cash obligations may affect capital returns and equity award dilution; investors should model TRA cash outflows alongside growth in GAAP revenue/Adjusted EBITDA to assess net shareholder value creation under current compensation/equity frameworks .