Paul Wierbicki
About Paul Wierbicki
Paul Wierbicki, 45, is Rush Street Interactive’s (RSI) Chief Legal Officer and General Counsel (since July 2021) and a Class I Director (since December 2020), with legal, restructuring, and gaming industry experience across LAMB Capital Advisors, AbbVie, and Kirkland & Ellis . Education: BA in Economics & Political Science (Vanderbilt), Advanced Professional Certificate in Law & Business (NYU Stern), JD (NYU School of Law) . Under his tenure as an executive/director, RSI’s GAAP revenue rose to $924.1M in 2024 (from $691.2M in 2023 and $592.2M in 2022) and net income turned positive to $7.2M in 2024; pay-for-performance design emphasized revenue and Adjusted EBITDA, with 2022-2024 PSUs paying 194.2% for NEOs on top-79th percentile Relative TSR in the 2022–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LAMB Capital Advisors, LLC | General Counsel | Jun 2015–Jul 2021 | Led legal across investments; gaming-adjacent networks . |
| AbbVie Inc. | Senior Counsel, Business & Legal | Mar 2014–May 2015 | Corporate legal/commercial support . |
| Kirkland & Ellis LLP | Partner (Restructuring & Debt Finance) | Oct 2011–Feb 2014 | Complex finance/restructuring expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cutera, Inc. | Director | Since Feb 2025 | Board service (committee roles not disclosed) . |
| Velsera Inc. | Director | Since Oct 2024 | Board service (committee roles not disclosed) . |
| Green Rivers Spirits Co. (Terressentia) | Director; Compensation Committee | Feb 2017–Sep 2021 | Compensation governance experience . |
| Sutton Place Association | Director; Treasurer | Since Jan 2016 | Community board finance oversight . |
| The Civic Federation | Director | Sep 2012–Dec 2015 | Public policy/non-profit governance . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $415,000 | Offer letter base salary set at $410,000 . |
| Target Bonus (%) | 60% of base | Annual bonus plan with corporate and individual goals . |
| Actual Bonus Paid ($) | $348,602 | Corporate goals exceeded maximum thresholds (150% of corporate component) . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (Corporate Goal sub-metric) | 33% of Corporate Goals (Corporate = 67% of total) | Pre-set annual revenue target | Exceeded maximum | 150% (corporate component) | Cash bonus, paid Q1 2025 . |
| Adjusted EBITDA (Corporate Goal sub-metric) | 67% of Corporate Goals (Corporate = 67% of total) | Pre-set Adjusted EBITDA target | Exceeded maximum | 150% (corporate component) | Cash bonus, paid Q1 2025 . |
| Individual Goals | 33% of total | Qualitative/quantitative | Committee assessed | Included in $348,602 total | Cash bonus . |
2024 Equity Grants
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Key Terms |
|---|---|---|---|---|
| PSUs (Relative TSR) | 3/15/2024 | Target: 64,844; Max: 129,688 | $587,487 | 3-year performance; 0–200% payout; target at 55th percentile; cap 100% if TSR negative . |
| RSUs (Time-based) | 3/15/2024 | 38,907 | $226,050 | Vests ratably over 3 years . |
| Stock Options | 3/15/2024 | 35,509 | $132,804 | Strike $5.79; expires 3/15/2034; vests ratably over 3 years . |
Vesting and Realizations (2024)
| Item | Amount | Value ($) |
|---|---|---|
| Options Exercised | 20,437 shares | $125,892 |
| Shares Vested (RSUs/PSUs) | 50,242 shares | $290,901 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 67,480 shares; <1% . |
| Beneficial Ownership (Class V) | 126,867 shares; <1% . |
| Unvested RSUs | 139,396 units ($1,912,513 at $13.72) . |
| Unearned PSUs | 169,074 units ($2,319,695) and 129,688 units ($1,779,319) . |
| Unexercisable Options | 40,872 (3.28, exp 3/15/2033) and 35,509 (5.79, exp 3/15/2034) . |
| Stock Ownership Guidelines | Executives must hold ≥3x salary; each executive currently exceeds guideline . |
| Hedging/Pledging/Hypothecation | Hedging, short sales, and derivative transactions generally prohibited without CLO approval; pledging not disclosed . |
Employment Terms
| Term | Key Provision |
|---|---|
| Position | Chief Legal Officer; continues per amended/restated offer letter (3/5/2024) . |
| Base Salary | $410,000 (offer letter) . |
| Target Bonus | 60% of base; actual range 30–90% of base . |
| LTIP Target | Annual equity value ≈1.6× base; mix of PSUs, RSUs, options . |
| Restrictive Covenants | Confidentiality; non-disparagement; 12-month non-compete and non-solicit post-employment . |
| Severance (no change-of-control) | Cash = 1× salary + target bonus; prorated bonus; 12 months COBRA; partial acceleration of time-based awards (next 12 months); PSUs prorated based on actual performance at period end (release + covenant compliance required) . |
| Severance (with change-of-control; double trigger within 24 months) | Cash = 2× (salary + greater of target or 2-year average bonus); prorated bonus; 12 months COBRA; full acceleration of time-based awards; PSUs assumed/converted or vest at greater of target or actual through CoC date . |
| Single-Trigger Equity on CoC | All unvested time-based vest; PSUs assumed/converted or vest at greater of target or actual through CoC date . |
| Clawback | SEC/NYSE-compliant mandatory recovery of erroneously awarded incentive compensation for restatements on/after Oct 2, 2023 . |
Board Governance
- Role: Class I Director (term expires 2027); Director since Dec 2020 .
- Committees: Nominating & Corporate Governance (member) .
- Independence: Not deemed independent under NYSE rules; RSI is a controlled company and relies on exemptions (committees not fully independent) .
- Attendance: All directors attended >75% of Board and committee meetings in 2024 .
- Director Compensation: Executives (including Wierbicki) receive no director pay; eligible non-employee director equity retainer $125,000 RSUs; Paul’s executive pay shown separately .
Compensation Structure Analysis
- High equity mix with multi-year vesting (PSUs 50%, RSUs 30%, options 20% for NEOs in 2024) to align with TSR and retention; PSUs tied to Relative TSR with objective percentile targets and capped if negative TSR .
- Annual bonus design anchored to GAAP Revenue and Adjusted EBITDA; 2024 corporate goals exceeded maximum thresholds, indicating strong alignment to financial outcomes (150% corporate component) .
- No excise tax gross-ups; no option repricing; clawback implemented; hedging/short sales restricted—shareholder-friendly guardrails .
Risk Indicators & Red Flags
- Dual role (executive + director) and controlled company status mean reduced independence; Compensation and NCG Committees not entirely independent (only de Masi independent on both), elevating governance risk perception .
- Change-of-control features include single-trigger time-based acceleration and double-trigger severance—could amplify sale-related monetization risk if a transaction occurs .
- TRA liability and related-party structures are material at RSI level (e.g., $104.3M unrecognized TRA liability), but no specific related-party transactions disclosed for Wierbicki personally .
Equity Ownership & Director Compensation Details
| Item | Detail |
|---|---|
| Director cash/equity | None for Wierbicki as director (executive officer) . |
| Executive 401(k) Match | $13,800 (2024) . |
| 2024 Total Compensation | $1,723,742 (salary, stock awards, options, bonus, other) . |
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda includes say‑on‑pay and frequency vote; Board recommends triennial frequency .
- Ongoing investor engagement cited; Compensation Committee considers feedback in program design .
Expertise & Qualifications
- Legal and deal execution across corporate, private equity advisory, and restructuring; gaming industry familiarity; board governance including prior compensation committee service .
- Education across economics, law, and business enhances contract/severance design and compliance oversight .
Investment Implications
- Incentive alignment: Strong linkage to revenue and Adjusted EBITDA with outperformance in 2024; multi-year TSR-driven PSUs support long-term value creation and retention .
- Retention/trading signal: 3-year vesting across equity plus 12-month post-employment non-compete/non-solicit reduce near-term churn; 2024 option exercise and significant unvested PSUs/RSUs indicate ongoing exposure to RSI equity performance .
- Governance considerations: Executive-director dual role amid controlled company exemptions and non-independent committee composition increases governance risk; however, clawback, ownership guidelines (exceeded), and anti-hedging policy mitigate alignment concerns .