DEF 14A of Rush Street Interactive, Inc., Apr 25, 2024

DEF 14A of Rush Street Interactive, Inc.

Filed Apr 25, 2024 · FY20230001793659-24-000039

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. Board Overview

    Board Overview Our Second Amended and Restated Certificate of Incorporation (“Charter”) and Amended and Restated Bylaws (“Bylaws”), each as currently in effect, provide that the Board shall be composed of such number of directors as established from time to time by our Board, and that the Board shall be divided into three classes (designated Class I, Class II and Class III) as nearly equal in number as possible, and that each class of directors shall be elected for a term of three years with the term of one class expiring each year. Our Board has fixed the number of directors at eight, and we currently have eight directors serving on the Board. Based upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), the Board has nominated three Class I directors for re-election at the Annual Meeting to serve for a three-year term ending at the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal, and the proxies cannot be voted for a greater number of persons than the number of director nominees named in this Proxy Statement.

  3. Director Nomination Process

    Director Nomination Process The NCG Committee is responsible for recommending candidates to serve on the Board and its committees. The NCG Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the NCG Committee will consider criteria such as ethics, conflicts of interest, independence, business and professional activities, experience, qualifications and skills, time and participation, diversity and age in the context of the needs of the Board. In particular, with respect to addressing diversity, the NCG Committee considers a nominee’s differences in, among other things, viewpoint, gender, race, ethnicity, knowledge, experience and skills. The NCG Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. The NCG Committee seeks a diverse Board that is representative of our dynamic and growing business and the diversity of our stockholders, customers and personnel. While the NCG Committee carefully considers diversity when determining Board composition, it has not established a formal policy regarding diversity. As of the date of this Proxy Statement, approximately 37.5% of our Board members identify as female or as a member of a minority group. The NCG Committee also considers a combination of factors for each director, including whether the nominee displays or exhibits: (i) personal and professional integrity; (ii) satisfactory levels of education and/or business experience; (iii) broad-based business acumen; (iv) an appropriate level of understanding of our business and its industry and other industries relevant to our business; (v) the ability and willingness to devote adequate time to the work of our Board and its committees; (vi) skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to our needs; (vii) strategic thinking and a willingness to share ideas; (viii) a diversity of experiences, expertise and background; and (ix) the ability to represent the interests of all of our stockholders. The NCG Committee has determined that all of our director nominees meet the criteria and qualifications set forth in our Code of Ethics, the Corporate Governance Guidelines and certain other criteria, including the criteria set forth above. Moreover, each director nominee possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management and sound business judgment. The director nominee biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company. The NCG Committee will consider director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to us should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our Bylaws for stockholders to recommend director nominees. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Rush Street Interactive, Inc., 900 N. Michigan Avenue, Suite 950, Chicago, IL 60611. All recommendations for director nominations received by the Corporate Secretary that satisfy our Bylaws requirements relating to such director nominations will be presented to the NCG Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the caption “Stockholder Proposals and Director Nominations.” Under that certain Investor Rights Agreement, dated as of December 29, 2020 (the “Investor Rights Agreement”), entered into in connection with the previously consummated business combination with dMY Technology Group, Inc. (the “Business Combination”), dMY Sponsor, LLC (“Sponsor”) currently has the right to designate a certain number of individuals as director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders if certain criteria are met. Specifically, (i) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 50% of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate two directors to the Board; and (ii) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 25% (but less than 50%) of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate one director to the Board. Based on the Sponsor’s and its permitted transferees’ beneficial ownership of Class A Common Stock as of the date of this Proxy Statement, the Sponsor has the right to designate one individual for such purpose, which designee, Niccolo de Masi, currently serves as a Class III director.

  4. Director Nomination Process

    The Investor Rights Agreement also provides that for so long as the sellers in the Business Combination (the “Sellers”) and their permitted transferees, either individually or as a group, beneficially own at least a majority of the voting power of the capital stock of the Company and the Company qualifies as a controlled company under applicable NYSE rules, Rush Street Interactive GP, LLC, as the representative (the “Sellers’ Representative”) on behalf of the Sellers and their permitted transferees, has the right to designate the remaining director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders. In the event that applicable NYSE rules would no longer entitle either the Sellers and their permitted transferees to designate such number of directors or the Company to nominate the number of directors that the Sellers’ Representative is entitled to designate, then, subject to the Sponsor’s right to designate the number of directors described above, (i) for so long as the Company qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the maximum number of directors that the Company could nominate without violating such rules, and (ii) if the Company no longer qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the number of director nominees that is proportionate to the percentage of issued and outstanding voting securities of the Company held at the time by the Sellers and their permitted transferees, taken as a whole. Based on the Sellers’ beneficial ownership of our Common Stock as of the date of this Proxy Statement and the number of directors currently comprising the Board, the Sellers’ Representative has the right to designate seven individuals for such purpose, including the three Class I director nominees to be elected at this Annual Meeting. Ms. Judith Gold and Messrs. Paul Wierbicki and Daniel Yih are the three Class I director nominees standing for re-election at this Annual Meeting. We believe we have a balanced Board, which is comprised of directors who individually possess the leadership and character commensurate with the role of director, and who collectively possess the mix of skills necessary to provide appropriate oversight of a company the size and complexity of the Company. In addition, the Board possesses a strong mix of experienced and newer directors.

  5. Director Nominees

    Director Nominees The Board is currently comprised of Neil Bluhm, Richard Schwartz, Leslie Bluhm, Judith Gold, James Gordon, Niccolo de Masi, Paul Wierbicki and Daniel Yih, with the Class I directors being Judith Gold, Paul Wierbicki and Daniel Yih, the Class II directors being Leslie Bluhm, James Gordon and Richard Schwartz, and the Class III directors being Neil Bluhm and Niccolo de Masi. Each of the current Class I directors is standing for re-election at this Annual Meeting. Each Class I director nominee was recommended to the Board for re-election by the NCG Committee. Each of the Class I director nominees was designated by the Sellers’ Representative pursuant to the Investor Rights Agreement. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute, subject to the rights of the Sellers’ Representative under the Investor Rights Agreement. If that happens, the person named as proxy on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. The information presented below regarding each nominee also sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure.

  6. Class I Director Nominees for Election for a Three-Year Term Expiration at the 2027 Annual Meeting

    Class I Director Nominees for Election for a Three-Year Term Expiration at the 2027 Annual Meeting Judith Gold, 60, has been a director of the Company since December 2020. Ms. Gold has been a Managing Director, Government Relations & Strategy, and Senior Counsel at LAMB Capital Advisors, LLC since December 2020. Prior to joining LAMB Capital Advisors, LLC, Ms. Gold was a partner at Perkins Coie LLP, which she joined in 2005, where she advised companies and senior executives on corporate communications, public affairs, crisis communications, reputation management and public strategies. Ms. Gold began her legal career in 1989 at Altheimer & Gray, where she was an associate and later became a partner. Ms. Gold has also served in numerous public policy roles throughout her career, including in Chicago Mayor Richard M. Daley’s Cabinet as Chief of Policy for the City of Chicago, as a member of the Illinois State Board of Education, and as Chair of the Illinois Commission on the Status of Women. Ms. Gold devotes significant time to service for nonprofit organizations, including currently serving as a member of the boards of directors of Columbia College Chicago, the Illinois Coalition Against Sexual Exploitation and the Chicago Civic Federation. Ms. Gold earned a B.A. from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Gold’s qualifications to serve on the Board include her over thirty years of public and private sector experience of providing government relations, communications and public policy advice to companies and senior executives in regulated industries. Paul Wierbicki, 44, has been a director of the Company since December 2020, and our General Counsel and Chief Legal Officer since July 2021. Prior to that, Mr. Wierbicki was the General Counsel of LAMB Capital Advisors, LLC since June 2015. Before joining LAMB Capital Advisors, LLC, Mr. Wierbicki served as Senior Counsel, Business and Legal at AbbVie Inc. from March 2014 to May 2015 and as a Partner at Kirkland & Ellis LLP, specializing in restructuring and debt finance, from October 2011 to February 2014. Mr. Wierbicki served on the board of directors and compensation committee of Green Rivers Spirits Company (f/k/a Terressentia Corporation) from February 2017 and January 2018, respectively, through September 2021, the board of directors and as treasurer of Sutton Place Association since January 2016, and the board of directors of The Civic Federation from September 2012 to December 2015. Mr. Wierbicki earned a B.A. in Economics and Political Science from Vanderbilt University, an Advanced Professional Certificate in Law and Business from New York University, Stern School of Business and a J.D. from New York University School of Law. Mr. Wierbicki’s qualifications to serve on the Board include his extensive and varied legal and deal experience throughout his career, including his role as our General Counsel and Chief Legal Officer and his experience in the casino and gaming industries. Daniel Yih, 65, has been a director of the Company since June 2022. Mr. Yih was a Managing Director of Starwood Capital Group from 2007 to August 2022. During this time, Mr. Yih served as President of Starwood Outdoors, Chief Investment Officer, Europe, Interim Head of Asset Management, Europe, CEO of BR Guests Restaurant, a portfolio company of Starwood Capital, and Global Chief Operating Officer. Mr. Yih also served on Starwood’s Investment Committee from 2007 to 2020. Prior to joining Starwood, Mr. Yih was Chief Operating Officer and a Portfolio Principal of the buyout fund GTCR Golder Rauner. Before that, Mr. Yih was a general partner at Zell-Chilmark Fund, a buyout fund investing in financially distressed companies. Mr. Yih also previously served as Chief Administrative Officer and Chief Financial Officer of Welbilt Corporation, a commercial food equipment manufacturer. Mr. Yih began his career at Kirkland & Ellis, representing equity investors in leveraged buyout transactions and venture capital investments. He previously served on the boards of directors and audit committees of Ann Inc. (NYSE: ANN) from 2007 to 2015 and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) from 1995 to 2007. Mr. Yih also served as chairman of the board of trustees for the Thacher School. Mr. Yih earned a Juris Doctor and a Master of Business Administration from the University of Chicago. He graduated with a B.S. in mechanical engineering with distinction from Stanford University. Mr. Yih’s qualifications to serve on the Board include his extensive business experience and experience serving on public company boards of directors.

  7. Continuing Class II Directors to Serve Until the 2025 Annual Meeting

    Continuing Class II Directors to Serve Until the 2025 Annual Meeting Leslie Bluhm, 60, has been a director of the Company since December 2020. Ms. Bluhm has been an associate at JMB Realty Corp. since 1991. Prior to joining JMB Realty Corp. Ms. Bluhm co-founded, and served as the President of, Chicago Cares Inc. (“Chicago Cares”), a nonprofit volunteer service organization, from 1990 to 2016. Since 2013, Ms. Bluhm has served on the executive committee of The Chicago Community Trust, the board of trustees and as vice chair of the Museum of Contemporary Art Chicago, and on the board of directors of both OneGoal and Shining Hope for Communities. Since 2017, Ms. Bluhm has served as trustee of the Whitney Museum of American Art. Ms. Bluhm earned a B.A. degree from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Bluhm’s qualifications to serve on the Board include her extensive experience as a community leader, as well as her training as an attorney. James Gordon, 74, has been a director of the Company since December 2020. Mr. Gordon has been the Managing Partner of Edgewater Growth Capital Partners (“Edgewater”) since he founded Edgewater in 2001. Prior to forming Edgewater, Mr. Gordon was President of Gordon Foods, Inc. and Gordon’s Wholesale, Inc. In 1982, Mr. Gordon engineered a leveraged buy-out of his personal and family interests in The Gordon Companies and in 1986 sold the company to a European multinational corporation. Mr. Gordon has served on the boards of directors of numerous Edgewater portfolio companies. Mr. Gordon has also served on the board of directors of numerous philanthropic and non-profit organizations, including The Whitney Museum of American Art as chair of the investment committee, The Art Institute of Chicago as a member of the board of trustees and the investment committee, The Chicago Museum of Contemporary Art on the executive committee of the board and the investment committee and on the board of trustees of Grinnell College as head of the investment committee. Mr. Gordon earned a B.A. from Northwestern University. Mr. Gordon’s qualifications to serve on the Board include his extensive experience as a private equity investor and his service on numerous other public and private company and philanthropic boards. Richard Schwartz, 49, has been a director of the Company since August 2021. Mr. Schwartz has been our Chief Executive Officer since August 2021. He co-founded the Company in 2012 and served as the Company’s President from inception until August 2021. Prior to joining the Company, Mr. Schwartz started and led the interactive business for WMS Industries, which in 2010, launched the award-winning UK-facing online casino business, Jackpot Party. Richard has been a leader and innovator in the gaming industry for over 15 years, is an inventor on over 50 patents, and has a deep understanding of player psychology. Prior to joining the gaming industry, Mr. Schwartz was an executive at Telecom Italia Lab USA (formerly Telecom Italia Ventures) and an intellectual property attorney in the Silicon Valley. Mr. Schwartz graduated from the University of California, Berkeley and received his law degree from the University of California, Hastings College of the Law. Mr. Schwartz’s qualifications to serve on the Board include his extensive experience as Chief Executive Officer (and formerly President) of the Company, and his extensive and varied experience throughout his career in the casino and gaming industries.

  8. Continuing Class III Directors to Serve Until the 2026 Annual Meeting

    Continuing Class III Directors to Serve Until the 2026 Annual Meeting Neil Bluhm, 86, has been our Executive Chairman since April 9, 2021 and Chairman of the Board since December 2020. Mr. Bluhm is a leading business executive having built and led multiple successful companies in the areas of real estate development, gaming, and private equity. Mr. Bluhm co-founded JMB Realty Corp. (“JMB”) and has served as the President of JMB since 1968. JMB became one of the largest property owners and developers in the United States with successful developments that include urban shopping centers and malls, five-star hotels, commercial office towers, and residential projects. Mr. Bluhm and JMB set the standard for superior mixed-use developments that combine retail, dining, hotel, office and residential. Marquee projects included Century City in Los Angeles and 900 North Michigan in Chicago, featuring the prestigious Four Seasons hotel, among innumerable other high-profile ventures. In 1994, Mr. Bluhm co-founded Walton Street Capital, a real estate private equity firm, where he served as a Principal from 1995 through August 2021. In 2009, Mr. Bluhm co-founded Rush Street Gaming, LLC (“RSG”), one of the fastest growing companies in the gaming industry. Mr. Bluhm has served as the Managing Member of RSG since 2009. RSG has developed seven regional destination casinos, including five of which it continue to operate in downtown Pittsburgh and Philadelphia, the Capital Region of New York, in the Chicago suburbs and Portsmouth in Virginia. Early in his career, Mr. Bluhm worked as an attorney with Mayer, Brown & Platt, where he rose to partner. Mr. Bluhm has been a life trustee and member of the investment committee at Northwestern University since 1986, a member of the board of directors of Northwestern Memorial Foundation of Northwestern Hospital since 2001, a member of the board of trustees of the Whitney Museum of American Art since 2003, during which time he has served in various roles including as President and co-chair, an honorary member of the board of directors for the Alzheimer’s Disease & Related Disorders Association since 1996 and a member to the advisory board of Chicago Cares since 1991. Mr. Bluhm earned a Bachelor’s degree from the University of Illinois and a J.D. from Northwestern University School of Law. Mr. Bluhm’s qualifications to serve as Chairman of the Board include his extensive and varied leadership experience throughout his career in the real estate, casino and gaming industries. Niccolo de Masi, 43, has been a director of the Company since September 2019 and served as dMY Technology Group, Inc.’s Chief Executive Officer from January through December 2020. Mr. de Masi presently serves on the board and audit committee of Planet Labs PBC (NYSE: PL) since December 2021, the board, audit committee, chair of the nominating and governance committee and compensation committee of IonQ Inc (NYSE: IONQ) since September 2021, the board and compensation committee of Genius Sports Limited (NYSE: GENI) from April 2021 to December 2023, as chief executive officer and a director of dMY Technology Group, Inc. VI (NYSE: DMYS) since April 2021, dMY Squared (NYSE: DMYY) since October 2022 and the board of Jagex Ltd. since January 2021. Mr. de Masi has been a member of the board of directors of Glu Mobile since January 2010, and has served as chairman since December 2014, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi served on the board of directors of Resideo Technologies, Inc. (NYSE: REZI) from October 2018 to January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. Mr. de Masi’s qualifications to serve on the Board include his extensive leadership experience in the mobile gaming and app space, his track record in dMY’s target industry and his network of contacts in the technology sector.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board has implemented a Board compensation program (the “Director Compensation Program”) that is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage their ownership of our stock to further align their interests with those of our stockholders. Our non-employee directors who are determined to not be founders of Rush Street Interactive, LP ("RSILP") or affiliated with dMY (the “eligible directors”) are eligible to participate in the Director Compensation Program. The eligible directors under the Director Compensation Program in 2023 were Leslie Bluhm, Judith Gold, James Gordon and Daniel Yih. The Director Compensation Program provides an annual equity retainer to our eligible directors with a fair value equal to $125,000 (based on the trailing 60-day average closing price on the NYSE of our Class A Common Stock). This annual retainer is paid in the form of restricted stock units of the Company, which will vest in their entirety into shares of our Class A Common Stock on the date of the next year’s annual meeting of stockholders following the grant date, subject to the holder’s continued service on the Board through the vesting date. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the "Equity Incentive Plan"). In addition, in the event that the Board or a standing Board committee creates an ad hoc committee or sub-committee, each non-employee director serving on that committee or subcommittee will be entitled to receive an additional monthly cash retainer fee of $10,000 or $5,000 for serving as the chair or a member, respectively, of such committee or sub-committee. Each of Messrs. de Masi and Yih were eligible to receive payment for service on such committees during 2023.

  10. Director Compensation Table

    Director Compensation Table The following table presents the total compensation for each eligible director during 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2023. Messrs. Bluhm, Schwartz and Wierbicki receive no compensation for service as directors and consequently, are not included in this table. Consistent with the compensation program for our other executive officers, for 2023 Mr. Bluhm received a base salary and long-term equity incentives for his role as our Executive Chairman, but he was not eligible to receive an annual cash bonus. In September 2022, in lieu of receiving his base salary in cash, Mr. Bluhm elected to receive his entire salary for 2023 in the form of RSUs that vest at the Annual Meeting. The compensation received by Mr. Schwartz for his role as our Chief Executive Officer is presented in “—Summary Compensation Table.”

  11. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Leslie Bluhm | - | $106,638 | $106,638 | | Niccolo de Masi | $30,834 | - | $30,834 | | Judith Gold | - | $106,638 | $106,638 | | James Gordon | - | $106,638 | $106,638 | | Daniel Yih | $61,668 | $106,638 | $168,306 |

  12. Director Compensation Table

    | (1) The amounts in this column represent the aggregate grant-date fair value of the RSUs granted to each eligible director computed in accordance with FASB ASC Topic 718. See Note 10 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. As of December 31, 2023, each of Mses. Bluhm and Gold and Messrs. Gordon and Yih held 32,217 RSUs, in each case which vest in full at the Annual Meeting, subject to the director’s continued service on the Board through the vesting date. |

  13. Key Features of our Executive Compensation Program

    | WHAT WE DO | •Align executive compensation with stockholders’ return through long-term incentives •Provide performance-based compensation for executives •Balance short and long-term incentive awards to discourage short-term risk-taking at the expense of long-term results •Retain, as appropriate, an independent compensation consultant •Strong non-compete, non-solicit and other restrictive covenants with our NEOs •Implemented an SEC and NYSE-compliant clawback policy | | WHAT WE DON’T DO | •Incentivize recipients to take excessive risk or focus primarily on short-term performance •Guarantee annual bonuses for NEOs •Allow repricing of stock options •Offer tax “gross-ups” of annual compensation •No dividend equivalents on outstanding options or on unvested RSUs or PSUs •No excessive perquisites •Provide excise tax “gross-ups” upon termination with a change-in-control •No hedging or short sales of shares and no transactions involving derivative securities relating to shares without prior approval from the Chief Legal Officer |

  14. Summary Compensation Table

    Summary Compensation Table

  15. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1)(2) | Stock Options ($)(1) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard Schwartz | 2023 | $613,800 | $4,407,077 | $1,023,001 | $872,583 | $13,200 | $6,929,661 | | Chief Executive Officer | 2022 | $537,500 | $11,845,806 | $1,000,002 | $724,580 | $11,275 | $14,119,163 | | Kyle Sauers | 2023 | $496,846 | $1,783,678 | $414,039 | $577,898 | $13,200 | $3,285,661 | | Chief Financial Officer | 2022 | $465,000 | $1,928,323 | $400,000 | $503,068 | $12,200 | $3,308,591 | | Mattias Stetz | 2023 | $440,000 | $991,843 | $230,234 | $431,450 | $13,200 | $2,106,727 | | Chief Operating Officer | 2022 | $415,000 | $2,936,345 | $112,501 | $377,671 | $12,200 | $3,853,717 |

  16. Summary Compensation Table

    (1) The amounts in this column represent the aggregate grant-date fair value of the applicable equity awards granted to each NEO computed in accordance with FASB ASC Topic 718. See Note 10 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. (2) The amounts disclosed in this column for 2023 comprise the grant date fair value of the RSUs, PSUs and stock options granted in 2023 as shown in the table below.

  17. Summary Compensation Table

    | Name | RSUs | PSUs | | Richard Schwartz | $1,309,072 | $3,098,005 | | Kyle Sauers | 529,822 | 1,253,857 | | Mattias Stetz | 294,616 | 697,226 |

  18. Summary Compensation Table

    For 2023, the grant date fair values of performance stock awards subject to market conditions were: $3,098,005 for Mr. Schwartz, $1,253,857 for Mr. Sauers and $697,226 for Mr. Stetz. At the maximum levels of performance, the values would be: $6,196,010 for Mr. Schwartz, $2,507,714 for Mr. Sauers and $1,394,452 for Mr. Stetz. The price used to determine the number of RSUs and PSUs awarded as part of the annual equity program was the trailing 60-day average closing price on the NYSE of our Class A Common Stock on the date on which the awards were granted. (3) Reflects payments to the NEOs in accordance with the Company’s annual cash bonus program. (4) The amounts in this column represent Company matching contributions under the Company’s 401(k) plan.

  19. Outstanding Equity Awards at 2023 Year End

    Outstanding Equity Awards at 2023 Year End The market value of unvested or unearned awards is calculated using a $4.49 per share price of our Class A Common Stock, which was the closing price per share of our Class A Common Stock on the NYSE on December 29, 2023 (the last trading day of the year).

  20. Outstanding Equity Awards at 2023 Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Yet Vested ($) | | Richard Schwartz | 21,368(1) | 10,683(1) | — | 15.40 | 4/9/2031 | — | — | — | — | | | 147,341(2) | 294,682(2) | — | 3.99 | 9/27/2032 | — | — | — | — | | | — | 478,038(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | — | — | — | — | — | 653,827(4) | 2,935,683 | — | — | | | — | — | — | — | — | 1,000,000(5) | 4,490,000 | — | — | | | — | — | — | — | — | — | — | 19,278(6) | 86,558 | | | | | | | | | | 626,567(7) | 2,813,286 | | | | | | | | | | 500,000(8) | 2,245,000 | | | — | — | — | — | — | — | — | 659,150(9) | 2,959,584 | | Kyle Sauers | 16,194(1) | 8,097(1) | — | 15.40 | 4/9/2031 | — | — | — | — | | | 58,937(2) | 117,872(2) | — | 3.99 | 9/27/2032 | — | — | — | — | | | — | 193,476(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | — | — | — | — | — | 266,161(4) | 1,195,063 | — | — | | | — | — | — | — | — | 36,319 | 163,072 | — | — | | | — | — | — | — | — | — | — | 14,611(6) | 65,603 | | | — | — | — | — | — | — | — | 250,627(7) | 1,125,315 | | | — | — | — | — | — | — | — | 266,778(9) | 1,197,833 | | Mattias Stetz | 4,499(1) | 2,249(1) | — | 15.40 | 4/9/2031 | — | — | — | — | | | 16,576(2) | 33,152(2) | — | 3.99 | 9/27/2032 | — | — | — | — | | | — | 107,586(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | — | — | — | — | — | 118,826(4) | 533,529 | — | — | | | — | — | — | — | — | 400,000(5) | 1,796,000 | — | — | | | — | — | — | — | — | — | — | 4,059(6) | 18,225 | | | — | — | — | — | — | — | — | 70,489(7) | 316,496 | | | — | — | — | — | — | — | — | 148,346(9) | 666,074 |

  21. Outstanding Equity Awards at 2023 Year End

    1.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, April 9, 2021. 2.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, September 27, 2022. 3.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 15, 2023. 4.Represents time-based RSU awards, and generally vest in equal annual installments over a three-year period from the date of grant.

  22. Outstanding Equity Awards at 2023 Year End

    | Name | April 9, 2021 | September 27, 2022 | March 15, 2023 | Total | | Richard Schwartz | 7,711 | 250,626 | 395,490 | 653,827 | | Kyle Sauers | 5,844 | 100,250 | 160,067 | 266,161 | | Mattias Stetz | 1,623 | 28,195 | 89,008 | 118,826 |

  23. Outstanding Equity Awards at 2023 Year End

    5.Represents one-time, time-based RSU awards, which were issued on September 27, 2022 and vest in equal annual installments on March 26, 2023, March 26, 2024 and March 26, 2025. 6.Represents PSU awards, which provide an opportunity for recipients to receive shares based on certain market conditions (the Company’s total stockholder return relative to certain peer group companies) at the end of a three-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards can range from 50% of the target number of shares to 200% of the target number of shares underlying the PSUs. Amounts shown represent the minimum performance target, which reflects 50% of the target number of shares underlying the PSUs. 7.Represents PSU awards, which provide an opportunity for recipients to receive shares based on certain market conditions (the Company’s total stockholder return relative to certain peer group companies) at the end of an approximately 2.5-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards can range from 50% of the target number of shares to 200% of the target number of shares underlying the PSUs. Amounts shown represent the target performance level, which reflects 100% of the target number of shares underlying the PSUs. 8.Represents PSU awards, which provide an opportunity for Mr. Schwartz to receive shares based on certain stock price conditions (the Company’s Class A Common Stock achieves a specified target for a certain amount of time) at any point during the three-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards will be issued at 100% of the target number of shares underlying the PSUs. Amounts shown represent the minimum performance target, which reflects 100% of the target number of shares underlying the PSUs. 9.Represents PSU awards, which provide an opportunity for recipients to receive shares based on certain market conditions (the Company’s total stockholder return relative to certain peer group companies) at the end of a three-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards can range from 50% of the target number of shares to 200% of the target number of shares underlying the PSUs. Amounts shown represent the target performance level, which reflects 100% of the target number of shares underlying the PSUs.