DEF 14A of Accel Entertainment, Inc., Apr 21, 2025

DEF 14A of Accel Entertainment, Inc.

Filed Apr 21, 2025 · FY20240001628280-25-018604

Open on EDGAR

  1. Our Board

    Our Board Our business and affairs are overseen by our Board, which currently consists of nine members. Following the Annual Meeting, our Board will consist of eight members.Set forth below is biographical information for each of our current directors.

  2. Our Board

    | Name | Age | Titles | Director Since | | Andrew Rubenstein | 56 | Chief Executive Officer, President and Director | 2010 | | Karl Peterson(1)(2)(4) | 54 | Chairman and Director | 2017 | | Gordon Rubenstein | 53 | Vice Chairman and Director | 2010 | | Eden Godsoe(1)(3)(5) | 55 | Director | 2019 | | Cheryl Kondra | 51 | Director | 2025 | | Kathleen Philips(1)(2)(3)(4) | 58 | Director | 2017 | | Dee Robinson(2) | 64 | Director | 2020 | | Kenneth B. Rotman | 58 | Director | 2019 | | David W. Ruttenberg(2)(3) | 83 | Director | 2010 |

  3. Our Board

    (1) Member of the compensation committee (2) Member of the nominating and corporate governance committee (3) Member of the audit committee (4)Mr. Peterson and Ms. Philips joined the board of Pace in 2017 and joined the board of Accel in connection with the Business Combination in 2019 (5)Ms. Godsoe is currently a Class 3 director and is not standing for re-election at the Annual Meeting. Andrew Rubenstein has served as Accel’s Chief Executive Officer, Chairman (prior to the Business Combination) and a director since January 2010. In 2009, Mr. A. Rubenstein founded Accel and served as founding chairman of the board of directors of Legacy Accel (the “Legacy Accel Board”). Prior to serving as Accel’s founding chairman, Mr. A. Rubenstein was a co-owner and an executive of Seven, LLC and was an owner and operator of the largest liquor store chain in central Illinois by revenue, Super Liquors, Inc. Mr. A. Rubenstein is a graduate of Brandeis University where he earned a Bachelor of Arts degree, with honors, in Economics and Master of Arts degree in International Finance and Economics. We believe that Mr. A. Rubenstein’s prior experience as Accel’s founder and CEO makes him well qualified to serve as a member of our Board. Karl Peterson has served as Accel’s Chairman since 2019. He currently serves as head of Peterson Capital Partners, a family office with numerous public and private investments. In 2022, he retired as a Senior Partner of TPG Global, LLC (“TPG”) and Managing Partner of TPG Pace Group, where he previously headed the firm’s effort to sponsor special purpose acquisition companies and other permanent capital solutions for companies. Mr. Peterson served as a director, President and Chief Executive Officer of Pace from February of 2017 through the consummation of the Business Combination. Previously, he served as a director, President and Chief Executive Officer of Pace Holdings Corp. from its inception in 2015 through its business combination with Playa Hotels & Resorts B.V. in March of 2017. From 2010 through 2016, Mr. Peterson was Managing Partner of TPG Europe LLP. Since rejoining TPG in 2004, Mr. Peterson has led investments for TPG in technology, media, financial services, and travel sectors. Prior to 2004, he was a co-founder and the President and Chief Executive Officer of Hotwire.com. He led the business from its inception through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995 he was a financial analyst at Goldman Sachs & Co. LLC. Since 2021, Mr. Peterson has served as a director of Vacasa, Inc., an international vacation rental management company. Since 2017, Mr. Peterson has also served as a director of Playa Hotels & Resorts B.V., an owner, operator and developer of resorts. Since 2007, Mr. Peterson has served as a director of Sabre Inc., a travel technology company, and as chairman of their board from 2020 to April 2022. From 2013 to 2017, Mr. Peterson served as a director on the board of Caesars Acquisition Company, a casino asset and entertainment company. Mr. Peterson has also served on the board of several TPG companies, including TPG Pace Beneficial Finance, as non-executive chair, from 2020 to the present, TPG Pace Solutions in 2021, TPG Pace Tech Opportunities Corp. from 2020 to 2021, and TPG Pace Beneficial II Corp., as non-executive chair, from 2021 to 2023. Mr. Peterson is a graduate of the University of Notre Dame, where he earned a Bachelor of Business Administration Degree with High Honors. Mr. Peterson is well-qualified to serve as a director of our Board because of his significant directorship experience, his broad experience in the technology, media, financial services and travel sectors and his previous role as a director of Pace Holdings Corp. Gordon Rubenstein is Co-Founder and Vice-Chairman of Accel. Additionally, he is Managing Partner of Raine Ventures where he leads the Raine Group’s venture capital platform. Prior to joining Raine in 2013, Mr. G. Rubenstein founded and managed Pacific Partners, an operationally-focused venture capital partnership with backing from George Soros, Sam Zell, leading technology executives and entrepreneurs as well as partners from KKR, Silver Lake and Freeman Spogli. In addition, Mr. G. Rubenstein co-founded Astro Gaming (acquired by Skullcandy (Nasdaq: SKUL)), and Rave Digital Media (acquired by AMC Entertainment). Currently, Mr. G. Rubenstein serves on the boards of directors of Tastemade Inc., Happn and TVTime. Additionally, Mr. G. Rubenstein served on the board of directors of Cheddar until stepping down after its sale to Altice (ATUS). In addition, he is an observer to several other Raine Venture partner company boards. Mr. G. Rubenstein has an A.B. from the University of Michigan. He serves on the San Francisco Education Fund Leadership Counsel and lives in San Francisco with his wife and three children. We believe that Mr. G. Rubenstein’s experience as the Managing Partner of Raine Ventures and experience with high growth companies, as well as his experience as a co-founder of Accel make him well qualified to serve as a member of our Board. Eden Godsoe has served as a director since 2019 and is currently a board member, advisor and investor to numerous technology and finance companies. Ms. Godsoe was most recently the Chief Revenue Officer and Chief Operating Officer at Towne. In this role, Ms. Godsoe managed sales, partnerships and all aspects of operations, including customer service and field operations. Prior to Towne, Ms. Godsoe served as Vice President of Operations at Zeus Living where she managed all aspects of operations and growth, including new markets, customer experience, field operations and supply chain. Prior to joining Zeus Living, Ms. Godsoe served as Vice President of Strategy and Market Effectiveness at Sunrun where she was responsible for setting the corporate strategy and operating plan as well as implementing growth and margin initiatives. Prior to Sunrun, Ms. Godsoe was the Founder and CEO of two startups—FaveRave, an employee engagement and workforce insights platform, and SkinnyScoop, a consumer polling and social curation platform. Earlier in her career, Ms. Godsoe was the Director of Sales, Marketing and Customer Service at Comcast and Director of Product Management and Marketing at Covad Communications. Ms. Godsoe began her career as an M&A financial analyst at Morgan Stanley. Ms. Godsoe holds an M.B.A. from Stanford Graduate School of Business and a B.A. in Economics and Philosophy from the University of Western Ontario. Ms. Godsoe also serves on the board of Rogers Bank, a wholly-owned subsidiary of Rogers Communications (TSE: RCLB) that offers innovative credit cards that deliver unparalleled rewards as well as on the advisory boards of two startups, KiKiMi and Mirador Living. She also serves on the board of The Salvation Army (San Francisco) and has previously served on the board of the Stanford Business School Fund. Ms. Godsoe will not stand for re-election as a director at the Annual Meeting, and will cease to serve on our Board, effective as June 6, 2025, or the date of the Annual Meeting.

  4. Our Board

    Cheryl Kondra has served as a director since 2025. Since June 2020, Ms. Kondra has served as Vice President of Internal Audit at Tractor Supply Company (NASDAQ:TSCO), the largest rural lifestyle retailer in the United States. Prior to Tractor Supply Company, she had an extensive career in gaming, having served as the VP of Internal Audit for Genting Americas from 2019-2020. Prior to that she was VP of Internal Audit and Chief Compliance Officer at Pinnacle Entertainment from October 2014 to September 2018. Ms. Kondra was the Chief Audit Executive at Caesars Entertainment from October 2007 to August 2014 and held various other positions with Harrah’s and Caesars Entertainment since 1997 within the Internal Audit and Compliance functions. Ms. Kondra has a Master of Accountancy degree, an undergraduate degree in Accounting and is a Certified Internal Auditor. We believe that Ms. Kondra’s public-company board service, gaming-industry experience and financial expertise make her well-qualified to serve as a member of our Board. Kathleen Philips has served as a director since 2019. Ms. Philips served as a director of Nerdy, Inc. from 2020 to May 2024 and Apptio from 2017 to 2019. Ms. Philips has also served on the board of several TPG companies, including TPG Pace Beneficial Finance from 2020 to December 2022, TPG Pace Solutions in 2021, and TPG Pace Tech Opportunities Corp. from 2020 to 2021. Ms. Philips has been retired since August 2020. Prior to that time, she served as an advisor at Zillow Group, Inc. from January 2019 until August 2020. During her tenure with Zillow Group, Ms. Philips held many leadership positions, including chief legal officer from September 2014 until December 2018, secretary from July 2010 until December 2018, chief financial officer and treasurer from August 2015 until May 2018, chief operating officer from August 2013 to August 2015 and general counsel from July 2010 to September 2014. Prior to joining Zillow Group, Ms. Philips served as general counsel at FanSnap, Inc., a search engine for live event tickets, from June 2008 to June 2010, as general counsel at Pure Digital Technologies, Inc., the producer of Flip Video camcorders, from September 2007 to June 2008, and as general counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as general counsel at Hotwire, Inc. from 2001 to 2004 and as its corporate counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from the University of Chicago. Ms. Philips is well-qualified to serve as a director of our Board because of her senior management experience at a growth-oriented, publicly-traded company. Dee M. Robinson has served as a director since 2020. She is a successful entrepreneur and business leader whose expertise spans food & beverage, retail, consumer products, advertising, and banking, she founded Robinson Hill, Inc. in 1995, a Chicago-based concessions management firm specializing in retail and restaurants primarily in airports, and later founded the GT Spirits Company. Prior to founding Robinson Hill, Ms. Robinson worked for Johnson & Johnson and subsequently with Leo Burnett. She gained experience in banking working for Ameritrust Bank and Northern Trust. Ms. Robinson served as a member of the Illinois Gaming Board from November 2015 until May 2019. Ms. Robinson holds an M.B.A. from Northwestern University, Kellogg School of Management; a B.A. from the University of Pennsylvania; and an honorary doctorate from Kentucky Wesleyan College. We believe that Ms. Robinson’s commercial success, public-company board service, and gaming experience make her well qualified to serve as a member of our Board. Kenneth B. Rotman has served as a director since 2019 and is the Chief Executive Officer and Managing Director of Clairvest Group Inc., a publicly-traded Toronto-based private equity firm (Toronto Stock Exchange: CVG) with significant expertise and experience in the gaming industry. He has more than 25 years of experience as a private equity investor. Prior to joining Clairvest in October 1993, Mr. Rotman spent just under three years at E. M. Warburg, Pincus & Co. where Mr. Rotman principally focused on media, communications and manufacturing transactions in North America and the United Kingdom. In addition to serving on the board of directors of Clairvest, he has participated on the boards of numerous public and private companies, including: Also Energy, MAG Aerospace, NovaSource Power Services, Top Aces, Light Tower Rental, PEER 1 Network Enterprises, Hudson Valley Waste, Shepell•fgi, Sparkling Spring Water and Winters Brothers Waste Systems. Mr. Rotman has also served on the board of directors of numerous charitable organizations. He earned a B.A. from Tufts University in 1988, a M.Sc. from the London School of Economics in 1989 and a M.B.A. from New York University Stern School of Business in 1991. We believe that Mr. Rotman’s experience with Clairvest Group Inc., and extensive experience as a private equity investor make him well qualified to serve as a member of our Board. David W. Ruttenberg has served as a director since 2010. Mr. Ruttenberg founded Belgravia Group Ltd., a real estate development company, in 1989 and served as its Chairman until 2014. In addition, Mr. Ruttenberg is the founder and President of Lakewest, Inc. (a real estate investment company), Partner of Lakewest Venture Partners (a venture investment company), Principal of Ruttenberg Reis LLC (a law firm) and President of The Ruttenberg Foundation (a private operating foundation). Mr. Ruttenberg received his Bachelor of Science degree in Economics from Cornell University, pursued post-graduate studies in economics at London University, School of Economics, and earned his Juris Doctor degree from Northwestern School of Law. We believe that Mr. Ruttenberg’s business expertise, financial acumen and business industry contacts make him well qualified to serve as a member of our Board.

  5. PROPOSAL 2(a) OR 2(b): ELECTION OF DIRECTORS

    PROPOSAL 2(a) OR 2(b): ELECTION OF DIRECTORS At the Annual Meeting, depending on the outcome of the vote on Proposal 1, stockholders will either (i) vote to elect two directors to hold a one-year term of office from the date of their election until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified or (ii) vote to elect two individuals as Class 3 directors to hold a three-year term of office from the date of their election until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified. If Proposal 1 is approved, stockholders will vote on Proposal 2(a) at the Annual Meeting. Pursuant to Proposal 2(a), two individuals are to be elected as directors to hold a one-year term of office from the date of their election until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified. If Proposal 1 is not approved, stockholders will vote on Proposal 2(b) at the Annual Meeting. Pursuant to Proposal 2(b), two individuals are to be elected as Class 3 directors to hold a three-year term of office from the date of their election until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified. Our Nominating and Corporate Governance Committee recommended, and our Board nominated: •Kathleen Philips •Kenneth B. Rotman as nominees for election as either (i) directors to hold a one-year term of office until our 2026 annual meeting of stockholders if Proposal 1 passes or (ii) Class 3 members of our Board to hold a three-year term of office until our 2028 annual meeting of stockholders if Proposal 1 does not pass. Ms. Philips and Mr. Rotman are presently Class 3 directors of our Company. Each nominee has consented to serve either (i) a one-year term if Proposal 1 passes and if elected, concluding at our 2026 annual meeting of stockholders, or (ii) a three-year term if Proposal 1 does not pass and if elected, concluding at our 2028 annual meeting of stockholders. Biographical information about each of our directors, including Ms. Philips and Mr. Rotman, is contained in the section above. At the Annual Meeting, two directors will be elected to our Board.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee directors other than the Chairman and Vice Chairman receive an annual cash retainer of $65,000, paid annually, a restricted stock unit (“RSU”) grant with a value of $140,000 that vests annually and reimbursement of expenses relating to attendance at board and committee meetings. In recognition of the additional leadership responsibilities and substantial time requirements of the Chairman and Vice Chairman roles, Karl Peterson receives an annual RSU award with a value of $310,000 and Gordon Rubenstein receives an annual RSU award with a value of $300,000. Both receive no additional compensation beyond these equity grants. Members of our Audit Committee receive an additional annual cash retainer of $12,500 and the chairperson of our Audit Committee received an additional cash retainer of $25,000. Members of our Compensation Committee received an additional annual cash retainer of $10,000. The chairperson of our Compensation Committee receives an additional cash retainer of $20,000. Members of our Nominating and Corporate Governance Committee receives an additional annual cash retainer of $7,500 and the chairperson of our Nominating and Corporate Governance Committee receives an additional cash retainer of $15,000. Prior to its dissolution in February 2024, members of the Prior Compliance Committee received an additional annual cash retainer of $5,000 and the chairperson of the Prior Compliance Committee received an additional annual cash retainer of $15,000. In addition, directors who serve on the Compliance Committee (previously the Gaming Compliance Committee) of the Company receive cash fees of $5,000 for each meeting of the Compliance Committee. The Company’s non-employee directors may elect to defer receipt of payment of their annual cash retainer and chair and committee member fees, excluding cash fees in respect of Compliance Committee meetings, in the form of Company RSUs. In addition, on February 27, 2020, our Board approved the entry by the Company into an advisor agreement with Gordon Rubenstein, pursuant to which Gordon Rubenstein will serve as a strategic advisor to the Company and consult with and advise the Company’s senior management regarding, among other things, industry trends and opportunities, recruitment of executive leadership and other strategic aspects of the Company’s business, based on his particular industry knowledge and insight. As compensation for the services to be provided by Gordon Rubenstein pursuant to his advisor agreement, our Board approved a grant to Gordon Rubenstein in 2020 of 90,000 stock options and 60,000 RSUs, which vested over a 5-year period ending January 1, 2025.

  7. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth a summary of the compensation paid to our non-employee directors pursuant to our compensation policies for the year ended December 31, 2024. Andrew Rubenstein is not paid any fees or other compensation for services as a member of our Board.

  8. 2024 Director Compensation Table

    | Name | Fees earned or paid in cash(1) | Stock awards(2)(3) | Total | | Karl Peterson | $— | $305,942 | $305,942 | | Gordon Rubenstein | — | 296,076 | 296,076 | | Kathleen Philips | — | 242,347 | 242,347 | | David W. Ruttenberg | — | 245,091 | 245,091 | | Eden Godsoe | — | 245,091 | 245,091 | | Kenneth B. Rotman | — | 209,450 | 209,450 | | Dee Robinson | 30,000 | 217,671 | 247,671 |

  9. 2024 Director Compensation Table

    (1)Each of our non-employee directors entitled to receive cash fees in calendar year 2024 has elected to receive such fees in the form of RSUs, except that Ms. Robinson was paid in cash during 2024 for her service on the Compliance Committee (formerly the Gaming Compliance Committee) in respect of calendar year 2024. The grants of RSUs in lieu of cash fees were based on the closing stock price on the first trading day of calendar year 2024. (2)Represents the full grant date fair value of the awards granted to the non-employee directors in 2024, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 — Stock Compensation. The full grant date fair value is the amount the Company will expense over the awards’ vesting period. The amounts do not reflect the actual amounts that may be realized by the non-employee directors. Each of our non-employee directors grants were based on the closing stock price on the date of grant. A discussion of the assumptions used in the valuation of the stock awards may be found in Note 18 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (3)As of December 31, 2024, our non-employee directors held the following outstanding option awards and unvested RSU awards:

  10. 2024 Director Compensation Table

    | Name | Shares Underlying Option Awards | Unvested RSU Awards (4) | | Karl Peterson | — | 26,979 | | Gordon Rubenstein | 90,000 | 66,109 | | Kathleen Philips | — | 21,371 | | David W. Ruttenberg | — | 21,613 | | Eden Godsoe | — | 21,613 | | Kenneth B. Rotman | — | 18,470 | | Dee Robinson | — | 19,195 |

  11. 2024 Director Compensation Table

    (4)RSU awards for the annual grants and in lieu of cash fees vest as of December 31, 2024.

  12. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The primary objectives of our executive compensation program are: •be competitive with compensation paid by companies in the same market in which we compete for executive talent; •align executive compensation with our corporate strategies, business objectives and the interests of our stockholders by rewarding successful execution of our business plan and key corporate objectives; and •provide the majority of total compensation in the form of variable compensation, comprised of annual cash incentive awards and long-term equity incentive awards, with compensation dependent upon corporate performance results and the creation of long-term stockholder value. We seek to achieve these objectives by providing compensation that is competitive with the practices of companies in our peer group and market for executive talent in our geography, with individual pay decisions approved in the context of both company and individual performance. In addition to our peer group, we compete with much larger casino, gaming and entertainment companies for world class talent. In addition, the Compensation Committee seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and regularly assess our policies and practices.

  13. Compensation Philosophy and Objectives

    | ✓ | What we do | ⊗ | What we do not do | | •Pay-for-performance culture: We emphasize by using a performance-based annual incentive plan and a performance-based long-term incentive plan paid in shares of Accel stock. | | •Guaranteed compensation: We do not provide guaranteed incentive compensation to our executive officers. | | | •Peer companies: We annually review peer companies to assist with compensation decisions for our executives. | | •Perquisites: We do not provide significant perquisites or personal benefits to our executives. | | | •Independent compensation consultant: Our Compensation Committee directly engages an independent compensation consultant, Aon, to provide analysis for all aspects of our executive compensation decisions and guidance on other executive compensation matters independent of management. | | •Retirement benefits: We do not offer enhanced retirement benefits to our executive officers. Our 401(k) plan is open to all U.S. salaried employees. | | | •Stock ownership guidelines: We maintain stock ownership guidelines for our Chief Executive Officer, our other executive officers and the non-employee members of our Board. | | •Change in control: We do not provide ‘single trigger’ equity acceleration nor excise tax reimbursement (‘gross ups’) with respect to payments or benefits upon a change in control of the Company. | | | •Clawback policy: We have implemented a clawback policy whereby our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of incentive-based compensation under certain circumstances in the event we restate our financial statements. | | •Hedging or pledging activity: We do not permit our NEOs, the members of our Board or other employees to enter into hedging or similar transactions designed to decrease risks associated with holding our equity securities. | | | •Maximum payout limits: We set maximum individual payout limits in our annual STI and LTI plans. | | | |

  14. Setting Executive Compensation

    Setting Executive Compensation Role of the Compensation Committee The Compensation Committee operates under a written charter adopted by our Board. All decisions regarding compensation of our NEOs are made by the Compensation Committee. The Compensation Committee provides regular updates to our Board regarding its decisions. The Compensation Committee is responsible for reviewing periodically our compensation plans, philosophy and programs, and overseeing the evaluation and compensation of our NEOs. Historically, and during 2024, our Chief Executive Officer provided recommendations to the Compensation Committee regarding the compensation of our NEOs (other than for himself), which the Compensation Committee took under advisement in establishing and approving compensation of our NEOs. The Compensation Committee also administers our incentive compensation plans. In the first quarter of each year, the Compensation Committee reviews the performance of each of our NEOs during the previous year. At this time, the Compensation Committee also reviews our actual corporate performance for the prior year and makes the final annual incentive payment determinations based on such performance and the Compensation Committee’s evaluation of each NEO’s individual performance for the prior year. In connection with this annual review, the Compensation Committee also reviews and adjusts, as appropriate, base salaries and annual target bonus levels for the NEOs and reviews and grants long-term equity incentive awards to the NEOs, in each case based on the Compensation Committee’s performance evaluations, competitive market data provided by its independent compensation consultant, and other factors considered appropriate by the Compensation Committee, including internal pay equity. During the year, the Compensation Committee may also evaluate and make compensation adjustments or grants of additional discretionary bonuses and/or long-term incentive awards to our NEOs and certain other eligible employees, as and to the extent deemed appropriate by the Compensation Committee. The Compensation Committee is supported by management and its independent compensation consultant, as further described below. Role of Management The Compensation Committee relies on input and recommendations of our Chief Executive Officer when evaluating factors relative to the compensation of the NEOs. Our Chief Executive Officer provides the Compensation Committee with his assessment of the performance of these individuals and his perspective on the applicable factors described above in developing his recommendations for their compensation, including salary adjustments, cash bonuses and equity incentives. The Compensation Committee discusses our Chief Executive Officer’s recommendations, with input from our independent consultant, and then approves or modifies the recommendations in collaboration with the Chief Executive Officer. Our Chief Executive Officer’s compensation is determined solely by the Compensation Committee, which approves any adjustments to his base salary, cash bonus or equity incentives from year to year. The Compensation Committee reviews the Chief Executive Officer’s performance for the year and competitive market data from our independent consultant, and makes determinations regarding his compensation independently and without him present. As required by the NYSE listing standards and good corporate governance, the Chief Executive Officer does not participate in deliberations concerning, or vote on, his compensation arrangements. In addition to recommendations put forth by our Chief Executive Officer, other members of our executive team are involved in the compensation process by assembling data to present to the Compensation Committee. Other members of our executive management team also may attend portions of the Compensation Committee meetings from time to time. Role of the Independent Compensation Consultant For 2024, the Compensation Committee engaged Aon’s Executive and Board Advisory Practice, a division of Aon plc (“Aon”), an independent compensation consultant, to provide independent executive compensation advisory services. Aon did not provide any other services to us in 2024 beyond its engagement as an advisor to the Compensation Committee on executive and director compensation matters. Aon’s specific compensation consultation roles include, but are not limited to, the following: •advising the Compensation Committee on director and executive compensation trends and regulatory developments; •developing a peer group of companies for determining competitive compensation rates; •providing a total compensation study for executives against executives at peer companies; •providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk; •serving as a resource to the committee chair for meeting agendas and supporting materials in advance of each meeting; •reviewing and commenting on proxy statement disclosure items, including preparation of the compensation discussion and analysis; and •advising the Compensation Committee on management’s pay recommendations. After review and consultation with Aon and management, the Compensation Committee determined that Aon was independent and that there was no conflict of interest resulting from retaining Aon during the year ended December 31, 2024. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and NYSE listing standards. Peer Companies and Competitive Market Data Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Compensation Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. Consistent with prior years, the following peer group development criteria were used to develop competitive market values to assist with fiscal year 2024 pay decisions: •Industry: Companies that are similar to Accel in the casino, gaming, and entertainment industries. •Company size: Companies that are approximately 0.4x to 3x Accel’s annual revenues, with a secondary focus on market capitalization. •Peers: Companies using Accel in their compensation peer group. •Peers of peers: Companies used in the peer groups of potential peer companies. •Competitors: Companies that compete with Accel for business and management talent. •Management and Board recommendations. The peer group approved by the Compensation Committee for the Fall of 2023 compensation study used to assist with 2024 pay decisions consists of the following 14 companies in the casino, gaming and entertainment industries.

  15. Setting Executive Compensation

    Peer group compensation disclosure will be supplemented with survey market data for selected roles, where broader U.S. market comparisons are relevant. We believe the review of both peer group and survey data will provide an appropriate comprehensive market overview for determining compensation adjustments. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies and surveys to inform decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

  16. Short Term Incentive Program

    Short Term Incentive Program The Company’s short-term incentive program (“STI”) is designed to motivate and reward our NEOs for achieving annual performance objectives by tying the majority of the STI award to attainment of a pre-established financial goal defined as Adjusted EBITDA (“AEBITDA”), a non-GAAP financial measure. For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2024, refer to pages 39-40 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. AEBITDA is a primary determinate of our success and this program structure supports our “pay-for-performance” culture. The Compensation Committee and Chief Executive Officer consider various factors in determining the form and structure of the cash bonus arrangement that is most appropriate for attracting, retaining, rewarding, and motivating the individual executive officer. Financial Component (80%). 80% of the target STI payout is determined formulaically based on achievement of an annual target for the Company’s AEBITDA (as defined in in the Company’s annual and quarterly reports filed with the SEC) (the “Financial Component”). Each year, the Compensation Committee will set an AEBITDA target that the Compensation Committee believes is rigorous yet achievable if the Company successfully executes against its operating plan. Potential STI payouts for the Financial Component will range from 50% to 200% of target for performance ranging from 85% to 115% of the AEBITDA target, with payouts interpolated between the performance points. Performance below 85% will result in no payout for the Financial Component. Individual Component (20%). Each year, the Compensation Committee will establish individual performance goals for our executives. These goals will be 20% of each executive’s STI target opportunity. These goals will be based on a comprehensive assessment of the Company’s long-term strategic plan. At the completion of the year, the Compensation Committee will assess each executive’s performance against the pre-determined individual performance goals and approve individual payouts accordingly. Similar to our Financial Component, the range of payout opportunity will be 50% to 200% of target based on the Compensation Committee’s performance assessment. Consistent with our Financial Component, performance below threshold will result in no payout. AEBITDA was selected as the strongest financial indicator of our success. The Board has the authority to adjust the financial metric to reflect, among other things, mergers, acquisitions, divestitures, transaction and integration costs, and other non-routine extraordinary items that do not contribute to a meaningful evaluation of the Company’s performance. The maximum payout on this component is 200% of target. 2024 Target STI Opportunities: The table below summarizes the annual target incentive for each NEO for 2024. Payout opportunities are capped at 200% of target. No changes were made for 2024.

  17. Short Term Incentive Program

    | Name | 2023 Target (% of Salary) | 2024 Target (% of Salary) | | Andrew Rubenstein | 100% | 100% | | Mathew Ellis | 50% | 50% | | Derek Harmer | 55% | 55% | | Mark Phelan | 70% | 70% |

  18. Short Term Incentive Program

    2024 Approved Performance and Payouts

  19. Short Term Incentive Program

    | Payout Percentage (1) | 50% Threshold | 100% Target | 200% Maximum | 2024 Actual AEBITDA(2) | 2024 STI Earned Amount | 2024 STI Approved Payout(3) | 80% Weighting | | 2024 AEBITDA | $155.22M | $182.61M | $210.00M | $189.15M | 123.9% | 118.10% | 94.44% | | Percentage of Target | 85% | 100% | 115% | 103.6% | | | |

  20. Short Term Incentive Program

    (1)Performance achievement between the threshold and maximum performance goals requires interpolation between points to determine the final earned payout. (2)For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2024, refer to pages 39-40 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. (3)The Compensation Committee exercised its discretion to decrease the final STI payout to account for material acquisitions during the period and certain actions taken that will have an immaterial, but negative in year impact on other expenses. Individual Component (20%) Individual performance goals are focused on a combination of corporate and/or role-specific accomplishments or behaviors that focus executives on accomplishing our long-term strategic business plan. Individual goals relate to the Company’s overall financial and strategic goals, with no specific weighting attributed to any one goal. The maximum payout on this component is 200% of target. Each NEO was assigned individual goals, including, but not limited to, the following factors to support our longer-term financial and strategic success: •Financial strength: Deliver revenue and AEBITDA growth through enhanced partnership platforms, efficient operations, and implementation of strategic growth initiatives. •Operational efficiency: Create an organizational structure that supports an efficient scaling of our business through organic growth and acquisitions. •Financial efficiency: Remediate material weaknesses and optimize the Company’s financial close processes. •Robust compliance: Implement comprehensive compliance plans and instill a culture of compliance throughout the organization. •Succession planning: Ensure we have an appropriate depth of management talent to succeed our senior leaders. The individual performance of each executive for 2024 was reviewed by the Compensation Committee. The following performance results were approved:

  21. Short Term Incentive Program

    | Name | 2024 Target | 2024 Actual Performance | 2024 Individual Component Approved | | Andrew Rubenstein | 20% | 75% | 15% | | Mathew Ellis | 20% | 70% | 14% | | Derek Harmer | 20% | 85% | 17% | | Mark Phelan | 20% | 100% | 20% |

  22. Short Term Incentive Program

    2024 Approved STI Payouts The Compensation Committee approved the following STI payouts for 2024 performance: The table below summarizes the target and annual incentive award earned by each NEO for 2024:

  23. Short Term Incentive Program

    | Name | 2024 Target Annual Bonus (1) | 80% Financial Component Approved (2) | 20% Individual Component Approved | Total % of Target Approved | Actual 2024 Bonus Approved | | Andrew Rubenstein | $935,637 | 94.44% | 15% | 109.44% | $1,024,000 | | Mathew Ellis | 194,721 | 94.44% | 14% | 108.44% | 211,000 | | Derek Harmer | 250,306 | 94.44% | 17% | 111.44% | 279,000 | | Mark Phelan | 334,802 | 94.44% | 20% | 114.44% | 383,000 |

  24. Short Term Incentive Program

    (1)Based on pro-rated salaries for the year. (2)For a discussion of AEBITDA and a reconciliation of AEBITDA to net income for fiscal year 2024, refer to pages 39-40 of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

  25. Long-Term Incentive Program

    Long-Term Incentive Program The objectives of the Company’s long-term incentive program (the “LTI”) are to increase long-term stockholder value, to enhance focus on the financial metric (AEBITDA) that is our primary indicator of long-term success, and to provide our executives with a competitive and balanced total compensation opportunity. The Compensation Committee uses competitive market data provided by Aon’s annual total compensation study to assist with LTI targets as a percentage of base salary. Annual LTI grants consist of 50% RSU value and 50% performance-based restricted stock unit value (“PSUs”). The RSUs will vest ratably over three years. The PSUs will vest at the end of a three-year performance period. The PSUs will vest based on the average AEBITDA performance for three successive one-year periods. Forecasting longer-term (e.g., three years) financial goals in the gaming industry has been challenging. The Compensation Committee considered all factors and approved the average of three successive one-year periods because the structure allows realistic performance targets to be set when management and the Compensation Committee have the most current financial information, it has strong stockholder alignment with the inclusion of the most realistic AEBITDA targets and it requires sustained financial performance to earn targeted payouts. Also, the Compensation Committee considered numerous financial metrics for the PSU program. AEBITDA was approved because it is our primary determinant of long-term stockholder success. The Compensation Committee considered the overlap of AEBITDA in the STI and LTI programs, but ultimately decided that consistent AEBITDA performance is the strongest link to our investors. Annually, the Compensation Committee will rigorously review and approve financial targets to ensure consistent enhancement of financial performance and stockholder value. Eligible participants (as determined by the Compensation Committee) may be members of the Company’s senior executive team and/or such other executives and key contributors as the Compensation Committee may designate from time to time. Our NEOs will participate in the LTI at a rate determined by the Compensation Committee. No individual will have an automatic right to participate in the LTI. Consistent with the annual STI plan, three-year average AEBITDA performance requirements and payout opportunities are as follows:

  26. Long-Term Incentive Program

    | As a % of Target | Below Threshold | Threshold | Target | Maximum | | Performance requirements | < 85% | 85% | 100% | 115% | | Payout opportunity (1) | 0% | 50% | 100% | 200% |

  27. Long-Term Incentive Program

    (1)The number of PSUs that vest will be interpolated in the event performance achievement falls between threshold and maximum performance. 2024 Target LTI Opportunities: The table below summarizes the 2024 annual target incentive for each NEO, as approved by the Compensation Committee following a thorough review of competitive market data, internal alignment objectives, prior grant awards, and individual performance. Payout opportunities are capped at 200% of target. No changes were made in 2024.

  28. Long-Term Incentive Program

    | Name | 2024 LTI Target (% of Salary) | | Andrew Rubenstein | 200% | | Mathew Ellis | 100% | | Derek Harmer | 100% | | Mark Phelan | 140% |

  29. Long-Term Incentive Program

    The Compensation Committee approved the following equity grants pursuant to the LTI in 2024:

  30. Long-Term Incentive Program

    | | Number of: | | Value of: (1) | | | | Name | PSUs Granted | RSUs Granted | PSUs Granted | RSUs Granted | Total | | Andrew Rubenstein | 80,505 | 80,505 | $912,927 | $912,927 | $1,825,853 | | Mathew Ellis | 16,754 | 16,754 | 189,990 | 189,990 | 379,981 | | Derek Harmer | 23,184 | 23,184 | 262,907 | 262,907 | 525,813 | | Mark Phelan | 28,938 | 28,938 | 328,157 | 328,157 | 656,314 |

  31. Long-Term Incentive Program

    (1)These amounts reflect the Compensation Committee’s methodology for determining the equity awards during its compensation review process and do not reflect the actual economic value that may ultimately be realized by the NEOs. The equity awards were based on the closing stock price on the date of grant. Approved AEBITDA Achievement for the PSU Three-Year Average In March of 2023 and 2024, PSUs with three-year performance periods were granted. Actual payouts upon completion of the performance period are based on the average AEBITDA STI performance for three successive one-year periods, as approved by the Compensation Committee. These approved performance percentages will be used to calculate the three-year average at the end of the performance periods for the 2023 and 2024 PSU grants. Based on the approved AEBITDA performance levels, the Compensation Committee approved PSU performance percentages of 102.7% and 104.9% for the years 2024 and 2023, respectively.

  32. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Compensation Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on Accel. The following features of our programs mitigate this risk: •The Compensation Committee retains an independent compensation consultant to assist with annual compensation decisions; •We utilize a mix of cash and equity incentive programs, and all equity awards granted to our NEOs are subject to multi-year vesting; •We utilize a combination of equity award types; •We cap STI and PSU payments at 200% of the target award; •We utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards our stockholders’ best interests in light of potential employment uncertainty; •Executive are subject to minimum stock ownership guidelines and limitations on trading in our securities; and •Our executive officers are subject to a compensation recovery “clawback” policy that provides for the recovery of incentive-based compensation under certain circumstances in the event we restate our financial statements.

  33. Equity Incentive Plans of Accel

    Equity Incentive Plans of Accel Accel Entertainment, Inc. 2011 Equity Incentive Plan On April 13, 2011, the Legacy Accel Board approved the Accel Entertainment, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), which was subsequently approved by Accel stockholders on December 2, 2011. The Legacy Accel Board, or a committee thereof appointed by the Legacy Accel Board, administered the 2011 Plan and the awards granted under it. A total of 270,000 shares of Class A common stock, no par value, of Accel (the “Accel Class A Common Stock”) were initially reserved for issuance pursuant to future awards under the 2011 Plan. The 2011 Plan provided for the grant of incentive stock options, which qualify for favorable tax treatment to their recipients under Section 422 of the Internal Revenue Code (the “Code”), nonqualified stock options, restricted stock awards, and stock appreciation rights. Such awards could be granted under the 2011 Plan to Accel’s employees, directors and consultants. Accel Entertainment, Inc. 2016 Equity Incentive Plan On June 20, 2016, the Legacy Accel Board approved the Accel Entertainment, Inc. 2016 Plan (“2016 Plan”), which was subsequently approved by Accel stockholders on December 13, 2016. The Legacy Accel Board, or a committee thereof appointed by the Legacy Accel Board, administered the 2016 Plan and the awards granted under it. A total of 305,724 shares of Accel Class A Common Stock were initially reserved for issuance pursuant to future awards under the 2016 Plan. The 2016 Plan provided for the grant of incentive stock options, which qualified for favorable tax treatment to their recipients under Section 422 of the Code, nonqualified stock options, restricted stock awards, and stock appreciation rights. Such awards could be granted under the 2016 Plan to Accel’s employees, directors and consultants. In connection with the Business Combination, any vested and unexercised stock options outstanding under the 2011 Plan or the 2016 Plan were cancelled for no consideration and ceased to exist upon the consummation of the Business Combination. In addition, any unvested stock options outstanding under the 2011 Plan or the 2016 Plan were converted into a stock option that will be exercisable for a number of shares of Class A-1 common stock calculated as specified in the transaction agreement pursuant to which the Business Combination was consummated, in accordance with the vesting schedule as in effect prior to the Business Combination. The total number of stock options subject to such vesting following the Business Combination was 71,467. Amended and Restated Long Term Incentive Plan On November 20, 2019, the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”) became effective. The Company initially reserved a total of 6,000,000 shares of Class A-1 common stock for issuance pursuant to the LTIP, subject to certain adjustments set forth therein. On March 13, 2023, the Board approved the amendment and restatement of the LTIP (the “A&R LTIP”), which was subsequently approved by the Company’s stockholders on May 4, 2023. Pursuant to the A&R LTIP, the available shares of Class A-1 common stock reserved for issuance was increased by 2,000,000 shares for a cumulative aggregate share authorization of 8,000,000 shares. The purpose of the A&R LTIP is to enhance the Company and its affiliates’ ability to attract, retain and motivate persons who make important contributions to the Company and its affiliates by providing those individuals with equity ownership opportunities. The A&R LTIP provides for grants of a variety of awards, including, but not limited to: incentive stock options qualified as such under U.S. federal income tax laws, stock options that do not qualify as incentive stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs, cash incentive awards, and other stock-based awards. Officers or employees of the Company or any of its affiliates or any other person who provides services to the Company or any of its affiliates, including directors of the Company, will be eligible for grants under the A&R LTIP.

  34. Summary Compensation

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation $(3) | All Other Compensation ($)(4) | Total ($) | | Andrew Rubenstein | 2024 | $935,637 | $1,825,853 | $— | $1,024,000 | $30,129 | 3,815,620 | | Chief Executive Officer | 2023 | 880,289 | 3,823,493 | — | 1,103,000 | 27,716 | 5,834,498 | | | 2022 | 789,231 | 1,414,915 | 848,087 | 720,000 | 23,962 | 3,796,195 | | Mathew Ellis | 2024 | 389,443 | 379,981 | — | 211,000 | 26,809 | 1,007,232 | | Chief Financial Officer | 2023 | 366,154 | 351,582 | — | 227,500 | 24,232 | 969,468 | | | 2022 | 315,288 | 762,900 | 463,697 | 164,500 | 21,927 | 1,728,312 | | Derek Harmer | 2024 | 455,103 | 525,813 | — | 279,000 | 24,106 | 1,284,022 | | Chief Compliance Officer | 2023 | 435,577 | 796,890 | — | 297,500 | 23,168 | 1,553,135 | | | 2022 | 419,077 | 375,492 | 225,066 | 198,688 | 22,188 | 1,240,511 | | Mark Phelan | 2024 | 478,289 | 656,314 | — | 383,000 | 24,463 | 1,542,065 | | President, U.S. Gaming | 2023 | 434,616 | 562,524 | — | 385,500 | 23,280 | 1,405,919 | | | 2022 | 396,154 | 362,794 | 217,455 | 200,000 | 21,963 | 1,198,366 |

  35. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information concerning each grant of an award made in 2024 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the “2024 Summary Compensation Table” above.

  36. 2024 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew Rubenstein | | | | | | | | | | | Annual Incentive | N/A | $467,819 | $935,637 | $1,871,274 | — | — | — | — | $— | | RSUs | 3/15/2024 | — | — | — | — | — | — | 80,505 | 912,927 | | PSUs | 3/15/2024 | — | — | — | 40,253 | 80,505 | 161,010 | — | 912,927 | | Mathew Ellis | | | | | | | | | | | Annual Incentive | N/A | 97,361 | 194,721 | 389,443 | — | — | — | — | — | | RSUs | 3/15/2024 | — | — | — | — | — | — | 16,754 | 189,990 | | PSUs | 3/15/2024 | — | — | — | 8,377 | 16,754 | 33,508 | — | 189,990 | | Derek Harmer | | | | | | | | | | | Annual Incentive | N/A | 125,153 | 250,306 | 500,613 | — | — | — | | — | | RSUs | 3/15/2024 | — | — | — | — | — | — | 23,184 | 262,907 | | PSUs | 3/15/2024 | — | — | — | 11,592 | 23,184 | 46,368 | — | 262,907 | | Mark Phelan | | | | | | | | | | | Annual Incentive | N/A | 167,401 | 334,802 | 669,604 | — | — | — | — | — | | RSUs | 3/15/2024 | — | — | — | — | — | — | 28,938 | 328,157 | | PSUs | 3/15/2024 | — | — | — | 14,469 | 28,938 | 57,876 | — | 328,157 |

  37. 2024 Grants of Plan-Based Awards

    (1)The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been paid for fiscal year 2024 under the 2024 annual incentive program for the NEOs. The types and weighting of the performance measures under that program are described in the “—Compensation Discussion & Analysis” section of this proxy statement.

  38. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information concerning unexercised stock options, RSU and PSU awards for each of the NEOs outstanding as of December 31, 2024.

  39. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested($)(2) | | Name | Grant Date(1) | Number of securities underlying unexercised options (#) | | Option Exercise Price($) | Option Expiration Date | | | | | | | | Exercisable | Unexercisable | | | | | | | | Andrew Rubenstein | 2/27/2020(3) | 110,000 | 55,000 | $12.25 | 2/27/2030 | — | $— | — | $— | | | 2/27/2020(3) | — | — | — | — | 36,667 | 391,604 | — | — | | | 7/13/2020(4) | 52,000 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/16/2021(4) | 25,251 | 5,614 | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021(4) | 58,955 | — | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021(4) | — | — | — | — | 5,614 | 59,958 | — | — | | | 3/14/2022(4) | — | 9,578 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | 76,535 | 25,210 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | — | — | — | — | 34,788 | 371,536 | — | — | | | 3/14/2023(8) | — | — | — | — | — | — | 90,396 | 965,429 | | | 3/14/2023(7) | — | — | — | — | 60,264 | 643,620 | — | — | | | 4/27/2023(9) | — | — | — | — | — | — | 520,247 | 5,556,238 | | | 3/15/2024(8) | — | — | — | — | — | — | 80,505 | 859,793 | | | 3/15/2024(7) | — | — | — | — | 80,505 | 859,793 | — | — | | Mathew Ellis | 3/16/2021(4) | 5,158 | — | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021(4) | 5,894 | 737 | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021(4) | — | — | — | — | 737 | 7,871 | — | — | | | 3/14/2022(4) | — | 796 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | 8,757 | 3,185 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | — | — | — | — | 3,981 | 42,517 | — | — | | | 4/28/2022(4) | — | 7,477 | 12.02 | 4/28/2032 | — | — | — | — | | | 4/28/2022(5) | 21,875 | 20,648 | 12.02 | 4/28/2032 | — | — | — | — | | | 4/28/2022(5) | — | — | — | — | 28,125 | 300,375 | — | — | | | 3/14/2023(8) | — | — | — | — | — | — | 19,774 | 211,186 | | | 3/14/2023(7) | — | — | — | — | 13,183 | 140,794 | — | — | | | 3/15/2024(8) | — | — | — | — | — | — | 16,754 | 178,933 | | | 3/15/2024(7) | — | — | — | — | 16,754 | 178,933 | — | — |

  40. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested($)(2) | | Name | Grant Date(1) | Number of securities underlying unexercised options (#) | | Option Exercise Price($) | Option Expiration Date | | | | | | | | Exercisable | Unexercisable | | | | | | | | Derek Harmer | 7/13/2020(4) | 3,824 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 7/13/2020(4) | 12,176 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/16/2021(4) | 30,314 | 2,021 | 11.88 | 3/16/2031 | — | — | — | — | | | 3/16/2021(4) | — | — | — | — | 2,021 | 21,584 | — | — | | | 3/14/2022(4) | — | 1,846 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | 20,311 | 7,386 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | — | — | — | — | 9,232 | 98,598 | — | — | | | 3/14/2023(8) | — | — | — | — | — | — | 20,410 | 217,979 | | | 3/14/2023(7) | — | — | — | — | 13,607 | 145,323 | — | — | | | 7/15/2023(10) | — | — | — | — | 26,667 | 284,804 | — | — | | | 3/15/2024(8) | — | — | — | — | — | — | 23,184 | 247,605 | | | 3/15/2024(7) | — | — | — | — | 23,184 | 247,605 | — | — | | Mark Phelan | 7/13/2020(4) | 9,000 | — | 9.41 | 7/13/2030 | — | — | — | — | | | 3/14/2022(4) | — | 1,784 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | 19,624 | 7,136 | 12.71 | 3/14/2032 | — | — | — | — | | | 3/14/2022(4) | — | — | — | — | 8,920 | 95,266 | — | — | | | 3/14/2023(8) | — | — | — | — | — | — | 31,638 | 337,894 | | | 3/14/2023(7) | — | — | — | — | 21,092 | 225,263 | — | — | | | 3/15/2024(8) | — | — | — | — | — | — | 28,938 | 309,058 | | | 3/15/2024(7) | — | — | — | — | 28,938 | 309,058 | — | — |

  41. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1)This table does not include any shares of our Class A-2 common stock that NEOs received in connection with the consummation of the Business Combination. (2)The dollar amounts shown are determined by multiplying the number of unvested shares or units by the closing price of our Class A-1 common stock on the New York Stock Exchange as of December 29, 2024, the last trading day of 2024, which was $10.68. (3)Granted under the A&R LTIP. 1/3 of the shares subject to the option awards or RSU awards, as applicable, vested on January 1, 2023, 1/3 of the underlying shares vested on January 1, 2024 and the remaining 1/3 of the underlying shares will vest on January 1, 2025, in each case, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (4)Granted under the A&R LTIP. 1/4 of the shares subject to the option awards or RSU awards, as applicable, vested on the first anniversary of the grant date, and the remainder will vest as to 1/16 of the total award in quarterly installments thereafter, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (5)Granted to Mr. Ellis in connection with his promotion to Chief Financial Officer in April 2022. 1/4 of the shares subject to the option awards or RSU awards, as applicable, will vest on the second anniversary of the grant date, with the remainder vesting ratably on a quarterly basis over the subsequent two years, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (6)Granted under the 2016 Plan. The shares subject to the stock option vest over a five-year period, with 20% of the shares vesting on each anniversary of the grant date, subject to continued service with Accel through each vesting date. The options may be exercised for twelve months after the termination of the grantee’s employment with Accel. (7)Granted under the A&R LTIP. 1/3 of the shares subject to the RSU award will vest on each of the first, second, and third anniversaries of the grant date in each case, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date. (8)Granted under the A&R LTIP. The shares subject to the PSU award will vest at the end of the three-year performance period, subject to the achievement of certain performance-based vesting conditions, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through the end of the three-year performance period. (9)Granted to Mr. Rubenstein in connection with the amendment to his employment agreement in April 2023.The shares subject to the PSU award will vest at the end of the three-year performance period ending April 27, 2026 subject to the achievement of certain performance-based vesting conditions. (10)Granted to Mr. Harmer in connection with the amendment to his employment agreement in July 2023. 1/3 of the shares subject to the RSU award will vest on July 15, 2024, 1/3 of the underlying shares will vest on July 15, 2025 and the remaining 1/3 of the underlying shares will vest on July 15, 2026, in each case, so long as the grantee remains continuously employed or engaged by the Company or an affiliate, as applicable, from the date of grant through each such vesting date.

  42. 2024 Stock Option Exercises and Stock Vested Table

    2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our Class A-1 common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during fiscal year 2024 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  43. 2024 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) (1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Andrew Rubenstein | — | $— | 139,546 | $1,510,667 | | Mathew Ellis | — | — | 44,597 | 489,532 | | Derek Harmer | 20,626 | 125,819 | 54,237 | 580,621 | | Mark Phelan | 10,313 | 66,172 | 31,738 | 343,430 |

  44. 2024 Stock Option Exercises and Stock Vested Table

    (1)The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class A-1 common stock on the date of exercise and the aggregate exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2024. (2)The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price on the NYSE of our Class A-1 common stock on the date prior to the day of vesting. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during 2024.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation that would have been payable to each NEO if the NEO’s employment had terminated, or a change in control had occurred, on December 31, 2024, given the NEO’s compensation as of such date and, if applicable, based on our closing stock price on December 29, 2024, the last trading day of the year. These benefits are in addition to benefits available generally to salaried employees upon a termination of employment, such as payment of accrued but unpaid base salary, accrued but unpaid annual bonus, and vacation pay and distributions under our 401(k) plan (assuming the executive participated in the plan). The terms of their respective separation arrangements with us are described above in “—Employment Agreements.” Except where otherwise noted, the following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our Class A-1 common stock was the closing price on the NYSE as of December 29, 2024, which was $10.68. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  46. Potential Payments upon Termination or Change in Control

    | Qualifying Termination - No Change in Control | | | | | | | Name | Cash Severance $(1) | Bonus Payment ($) | Continuation of Medical Benefits $(2) | N/A | Total $ | | Andrew Rubenstein(4) | $1,815,926 | $1,823,000 | $12,712 | $— | $3,651,638 | | Mathew Ellis(5) | 389,443 | 227,500 | 15,925 | — | 632,867 | | Derek Harmer(5) | 455,103 | 297,500 | 15,932 | — | 768,535 | | Mark Phelan(5) | 478,289 | 385,500 | 16,140 | — | 879,929 | | Qualifying Termination - Change in Control | | | | | | | Name | Cash Severance $(1) | Bonus Payment ($) | Continuation of Medical Benefits $(2) | Value of Accelerated Vesting $(3) | Total $ | | Andrew Rubenstein(4) | $1,815,926 | $2,758,637 | $12,712 | $9,707,970 | $14,295,245 | | Mathew Ellis(5) | 389,443 | 227,500 | 15,925 | 1,167,409 | 1,800,276 | | Derek Harmer(5) | 455,103 | 297,500 | 15,932 | 1,413,017 | 2,181,552 | | Mark Phelan(5) | 478,289 | 385,500 | 16,140 | 1,394,018 | 2,273,947 |

  47. Potential Payments upon Termination or Change in Control

    (1)The severance amount related to base salary was determined based on the amounts actually paid to the NEOs during the relevant periods. (2)Reflects the estimated cost of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (medical, dental and vision) continuation coverage, as applicable, during the severance period. (3)The value of accelerated vesting is calculated based on the per share closing price on NYSE as of December 31, 2024, which was $10.68, less, if applicable, the aggregate exercise price of each outstanding unexercisable stock option. Each of the executive’s then outstanding unvested equity awards, including awards that would otherwise vest upon satisfaction of performance metrics or other factors, if applicable, other than the continuation of the executive’s employment with the Company, shall accelerate and become vested and exercisable with respect to 100% of the then-unvested shares subject to all equity awards. Does not include options which have an exercise price that exceeds per share closing price on NYSE as of December 31, 2024, referred to as “underwater” stock options. As of December 31, 2024, Mr. Rubenstein had 366,143 underwater options, Mr. Ellis had 104,527 underwater options, Mr. Harmer had 124,878 underwater options and Mr. Phelan had 78,044 underwater options. (4)Amount represents two years of base salary and target annual bonus paid. (5)Amount represents 12 months of base salary and annual bonus paid.

  48. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The following table presents the median of the annual total compensation of all our employees (other than Mr. Rubenstein, our Chief Executive Officer), the annual total compensation of Mr. Rubenstein, our Chief Executive Officer, and the ratio between the two. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act.

  49. Chief Executive Officer Pay Ratio

    | Fiscal year 2024 Chief Executive Officer Compensation | $3,815,620 | | Fiscal year 2024 median employee annual total compensation | 55,336 | | Ratio of Chief Executive Officer to median employee annual total compensation | 69:1 |

  50. Chief Executive Officer Pay Ratio

    In identifying our median employee, we continued to use the same employee chosen as of December 31, 2023, as there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. To identify our median employee, we used a consistently applied compensation measure consisting of gross wages as reported on Form W-2, annualized for permanent employees who did not work for the entire year, excluding our Chief Executive Officer, for the 12-month period from January 1, 2024, through December 31, 2024. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of our employees. We did not make any cost-of-living adjustment. We did not include any independent contractors or other non-employee workers in our employee population. Using this approach, we selected the individual at the median of our employee population. We then calculated annual total compensation for this employee using the same methodology we use for our NEOs as set forth in our Summary Compensation table. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column for fiscal 2024 in our Summary Compensation table. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC explained when it adopted these rules, in considering the pay-ratio disclosure, stockholders should keep in mind that the rules were not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather were designed to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures.

  51. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($ | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ Millions) | Adjusted EBITDA(5) ($ Millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $3,815,620 | $3,314,690 | $1,277,773 | $1,309,556 | $85.44 | $98.63 | $35.3 | $187.6 | | 2023 | 5,834,498 | 8,940,591 | 1,309,507 | 1,718,872 | 82.16 | 106.68 | 45.6 | 181.4 | | 2022 | 3,796,195 | 475,620 | 1,213,285 | (893,684) | 61.60 | 82.86 | 74.1 | 162.4 | | 2021 | 3,537,083 | 5,169,869 | 1,479,351 | 2,785,193 | 104.16 | 110.71 | 31.6 | 139.7 | | 2020 | 4,600,843 | 3,713,806 | 1,421,253 | 1,028,794 | 80.80 | 112.35 | (0.4) | 33.9 |

  53. Pay Versus Performance

    (1)Andrew Rubenstein was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  54. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Brian Carroll | Michael Marino | Mathew Ellis | Mathew Ellis | Mathew Ellis | | Derek Harmer | Derek Harmer | Brian Carroll | Derek Harmer | Derek Harmer | | | | Derek Harmer | Mark Phelan | Mark Phelan | | | | Mark Phelan | | | | | | Michael Marino | | |

  55. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The fair value for the 2023 market-condition performance awards was determined using the Mote Carlo simulation

  56. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | $3,815,620 | $(1,825,853) | $1,324,923 | $3,314,690 |

  57. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | $1,277,773 | $(520,703) | $552,486 | $1,309,556 |

  58. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  59. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | $1,779,772 | $(520,431) | $65,582 | $— | $1,324,923 |

  60. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | $507,561 | $17,010 | $27,915 | $— | $552,486 |

  61. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table utilizes the Russell 3000 Casinos & Gambling Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Russell 3000 Casinos & Gambling Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted EBITDA (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Russel 3000 Casino & Gambling Industry Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. Most Important Financial Performance Measures Adjusted EBITDA and revenues are the financial performance measure that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. PROPOSAL 3: ADOPTION OF AN AMENDMENT TO OUR CURRENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IN ORDER TO PERMIT THE EXCULPATION OF OFFICERS FROM PERSONAL LIABILITY FOR CERTAIN BREACHES OF THE DUTY OF CARE Section 102(b)(7) of the Delaware General Corporation Law was amended effective August 1, 2022 to permit a Delaware corporation’s certificate of incorporation to include a provision that limits or eliminates (i.e., exculpates) the monetary liability of certain officers for breaches of the fiduciary duty of care as officers in certain actions. This exculpation would not protect such officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. In addition, only certain officers may be exculpated from liability: (i) a corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in public filings as one of the most highly compensated officers of the corporation; and (iii) an individual who, by written agreement with the corporation, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute. The proposed amendment to our COI would eliminate the liability of these statutorily defined officers as described above (the “Officer Exculpation Amendment”), but will not be retroactive, and will not apply to any act or omission occurring prior to the effectiveness of the Officer Exculpation Amendment. Article IX, Section 9.1 of the COI provides for the elimination of personal liability of our directors for monetary damages for breaches of the duty of care as directors, subject to certain exceptions. We are asking our stockholders to adopt the Officer Exculpation Amendment, which would provide for the elimination of personal liability of the above-mentioned officers from monetary damages for breaches of the duty of care as officers in certain actions, as described above. The description of the Officer Exculpation Amendment as set forth above is qualified in its entirety by reference to the text of the Officer Exculpation Amendment, which is attached to this proxy statement as Appendix B. Additions to the COI are indicated by highlighting, and deletions to the COI are indicated by strikeouts. Our Board has approved and adopted the Officer Exculpation Amendment, declared it to be advisable and in the best interests of Accel and its stockholders and recommended that the stockholders adopt the Officer Exculpation Amendment. Our Board believes that providing protection to officers to the fullest extent permitted by law is necessary to attract and retain highly qualified senior leadership, especially since certain competitor companies have adopted similar exculpation clauses and we expect additional competitor companies to do the same. The nature of the role of officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create risk of investigations, claims or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests and can benefit stockholders by encouraging appropriate risk taking that could result in greater innovation and growth. Exculpation could also reduce legal costs for Accel by minimizing the risk of litigation over matters covered by exculpation. This protection has long been afforded to directors, and our Board believes that extending similar exculpation to our officers is fair and in the best interests of Accel and its stockholders. The Officer Exculpation Amendment will require the affirmative vote of a majority in voting interest of the shares of Class A-1 common stock issued and outstanding as of the Record Date. If our stockholders adopt the Officer Exculpation Amendment, our Board has authorized our officers to file a certificate of amendment that reflects the Officer Exculpation Amendment with the Delaware Secretary of State, and such certificate of amendment would become effective upon such filing. Our Board intends to make that filing if and as soon as practicable after this proposal is approved at the Annual Meeting. However, even if our stockholders adopt the Officer Exculpation Amendment, our Board may abandon the Officer Exculpation Amendment without further stockholder action prior to the effectiveness of the filing of the certificate of amendment reflecting the Officer Exculpation Amendment with the Delaware Secretary of State and, if abandoned, the Officer Exculpation Amendment will not become effective. If our Board abandons the Officer Exculpation Amendment, it will publicly disclose that fact and the reason for its determination.

  62. Pay Versus Performance

    If this proposal is not approved, or if our Board abandons the Officer Exculpation Amendment, then the Officer Exculpation Amendment will not be adopted or become effective, and our officers will continue to potentially face personal liability for breaches of the duty of care in all actions and the COI will remain in place. The approval of this proposal is not conditioned on the approval of any other proposal. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE OFFICER EXCULPATION AMENDMENT IN ORDER TO PERMIT THE EXCULPATION OF OFFICERS FROM PERSONAL LIABILITY FOR CERTAIN BREACHES OF THE DUTY OF CARE.

  63. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the bylaws of the Corporation (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted. Section 5.2 Number, Term. The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to the rights of any series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, tThe Board shall be and is comprised of directors divided into three the following classes: the 2025 Class, the 2026 Class and the 2027 Class (each as defined below); provided that such division shall terminate at the 2027 annual meeting of the stockholders of the Corporation (Class 1, Class 2 and Class 3) as nearly equal in number as the then total number of directors constituting the entire Board permits. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to the rights of any series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, commencing with the 2025 annual meeting of the stockholders of the Corporation, directors of the Corporation other than those in the 2026 Class and 2027 Class (each as defined below) shall be elected for a term of one year, expiring at the succeeding annual meeting of the stockholders of the Corporation. Each director of the Corporation serving in the class elected at the 2025 annual meeting of the stockholders of the Corporation shall serve for a one-year term expiring at the 2026 annual meeting of the stockholders of the Corporation (the “2025 Class”), notwithstanding that such director may have been elected for a term that extended beyond the date of such annual meeting, each director of the Corporation serving in the class elected at the 2023 annual meeting of the stockholders of the Corporation shall serve for a three-year term expiring at the 2026 annual meeting of the stockholders of the Corporation (the “2026 Class”), and each director of the Corporation serving in the class elected at the 2024 annual meeting of the stockholders of the Corporation shall serve for a three-year term expiring at the 2027 annual meeting of the stockholders of the Corporation (the “2027 Class”), including any person appointed to fill a vacancy or newly created directorship occurring in the 2025 Class, the 2026 Class or the 2027 Class (each of whom shall be deemed to be a member of the class of directors in which the vacancy or newly created directorship occurred) and shall continue to hold office until the end of the term for which such director was elected or appointed, as applicable. Subject to the provisions of this Amended and Restated Certificate of Incorporation relating to directors elected by the holders of one or more series of Preferred Stock as provided for or fixed pursuant to the provisions of ARTICLE IV or Section 5.5 hereof, (a) commencing with the 2025 annual meeting of the stockholders of the Corporation, all directors of the Corporation other than those in the 2026 Class and the 2027 Class will be elected for a term of one year, (b) commencing with the 2026 annual meeting of the stockholders of the Corporation, all directors of the Corporation other than those in the 2027 Class will be elected for a term of one year and (c) commencing with the 2027 annual meeting of the stockholders of the Corporation, all directors of the Corporation will be elected for a term of one-year. In all cases, each director shall serve The Board shall be permitted to determine which directors it will place into the three classes. Each director shall serve a staggered three-year term, and the initial directors in Class 1 shall be appointed to hold office until the first annual meeting of stockholders occurring after the date of the Filing, the initial directors in Class 2 shall be appointed to hold office until the second annual meeting of stockholders occurring after the date of the Filing and the initial directors in Class 3 shall be appointed to hold office until the third annual meeting of stockholders occurring after the date of the Filing. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the date of the effectiveness of this Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, retirement, disqualification or removal. If the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been duly elected and qualified subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In no case shall a decrease in the number of directors of the Corporation shorten the term of any incumbent director. Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office (i) for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred (subject to the declassification provisions in Section 5.2 hereof) or (ii) following the termination of the classification of the Board, for a term expiring at the next annual meeting of the stockholders of the Corporation, and, in either case, until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

  64. BOARD OF DIRECTORS

    Section 5.4 Removal. Subject to Section 5.2, Section 5.5 and Section 7.4(b) hereof and except as otherwise required by this Amended and Restated Certificate, by and among the Corporation and the other parties named therein, each director serving in a class of directors for a term expiring at the third annual meeting of the stockholders of the Corporation following the election of such class any or all of the directors may be removed from office at any time for cause by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, and all other directors may be removed from office at any time with or without cause by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Section 5.5 Preferred Stock Directors. Notwithstanding any other provision of this ARTICLE V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes the 2025 Class, the 2026 Class or the 2027 Class created pursuant to this ARTICLE V unless expressly provided by such terms. Section 5.6 Election. Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. APPENDIX B OFFICER EXCULPATION AMENDMENT FOR ACCEL ENTERTAINMENT, INC. Amend Article IX as follows: