Andrew Rubenstein
About Andrew Rubenstein
Andrew H. Rubenstein, age 56, is Accel Entertainment’s Chief Executive Officer, President and a director; he founded Accel in 2009, has served as CEO since 2010, and previously served as chairman prior to the 2019 business combination . He holds a B.A. (honors) in Economics and an M.A. in International Finance and Economics from Brandeis University . He beneficially owns 9,112,456 shares (10.67%) of Class A-1 common stock as of April 14, 2025, aligning economic outcomes with shareholders . Pay is tied to performance through an annual STI plan weighted 80% to AEBITDA and 20% to individual goals; in 2024 the company delivered AEBITDA of $189.15M (103.6% of target), resulting in a CEO STI payout of 109.44% of target ($1.024M) after committee discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seven, LLC | Co-owner and executive | — | Operating/ownership experience prior to founding Accel |
| Super Liquors, Inc. | Owner and operator (largest liquor store chain in central Illinois by revenue) | — | Multi-unit retail leadership and operations prior to Accel |
External Roles
Not disclosed in the 2025 proxy/biography for Andrew Rubenstein .
Fixed Compensation
- Base salary and year-over-year changes (rate vs. salary paid)
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate | $925,000 | $948,125 (+2.5%) |
| Salary paid (Summary Comp Table) | $880,289 | $935,637 |
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CEO Pay Ratio (FY2024): CEO $3,815,620 vs. median employee $55,336; ratio 69:1 .
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Three-year Summary Compensation (NEO table)
| Fiscal Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 789,231 | 1,414,915 | 848,087 | 720,000 | 23,962 | 3,796,195 |
| 2023 | 880,289 | 3,823,493 | — | 1,103,000 | 27,716 | 5,834,498 |
| 2024 | 935,637 | 1,825,853 | — | 1,024,000 | 30,129 | 3,815,620 |
Notes:
- Target annual bonus opportunity: 100% of base salary (no change in 2024) .
- Andrew’s employment agreement provides a base salary of $925,000 (from Apr 27, 2023) and target annual bonus of 100% of salary .
Performance Compensation
- Short-Term Incentive (STI) design and 2024 outcomes
| Component | Weight | 2024 Target/Goal | 2024 Actual | Payout |
|---|---|---|---|---|
| Financial: AEBITDA | 80% | Target $182.61M; 50% at $155.22M; 200% at $210.00M | $189.15M (103.6% of target) | 94.44% of target for this component after committee discretion |
| Individual goals | 20% | Pre-set qualitative goals | CEO achieved 75% vs target | 15% of target for this component |
| Total STI payout | — | 100% of target | — | 109.44% of target; $1,024,000 paid |
Design highlights:
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STI uses AEBITDA as primary financial metric; payout curve 50%–200% of target across 85%–115% of AEBITDA goal; individual component also 50%–200% range .
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Committee exercised negative discretion in 2024 to adjust for acquisitions and immaterial in-year expense impacts .
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Long-Term Incentive (LTI) mix, grants and vesting
| Award | Grant Date | Shares/Target | Grant-Date Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/15/2024 | 80,505 | 912,927 | 1/3 per year on 1st, 2nd, 3rd anniversaries (continued service) |
| PSUs (3-yr) | 3/15/2024 | 80,505 target (40,253 thr; 161,010 max) | 912,927 | Cliff at end of 3-year period, subject to performance and service |
| PSUs (3-yr) | 4/27/2023 | 520,247 | — | Performance period ends 4/27/2026 (performance and service) |
| RSUs | 3/14/2023 | 60,264 unvested at YE2024 | Market value $643,620 at 12/29/2024 | Per award terms |
| PSUs (3-yr) | 3/14/2023 | 90,396 unearned at YE2024 | Market value $965,429 at 12/29/2024 | Per award terms |
PSU performance basis:
- PSU payouts are based on the three-year average of annual AEBITDA STI performance; approved performance percentages for 2023 and 2024 were 104.9% and 102.7%, respectively (used in three-year averaging) .
2024 realized equity:
- Shares vested (RSUs): 139,546; value realized $1,510,667; no option exercises .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 9,112,456 shares; 10.67% of 84,628,372 outstanding as of Apr 14, 2025 |
| Stock ownership guidelines | CEO: 6x base salary; executives: 1x base salary; all executives currently meet or exceed guidelines |
| Hedging/pledging | Company policy prohibits hedging and prohibits using or pledging Accel securities as collateral, subject to limited exceptions |
| 2024 vested value | 139,546 shares vested; $1,510,667 value realized |
| Options outstanding (examples) | 110,000 exercisable/55,000 unexercisable @ $12.25 exp. 2/27/2030; 52,000 exercisable @ $9.41 exp. 7/13/2030; other grants as listed |
| Unvested RSUs/PSUs (YE2024) | RSUs: 80,505 (2024 grant), 60,264 (2023 grant) with market values shown; PSUs: 80,505 (2024) target, 90,396 (2023) unearned; plus 520,247 PSUs (4/27/2023) |
Employment Terms
- Agreement history: Original employment agreement dated Jan 28, 2013; amended Apr 7, 2017 (effective Dec 12, 2016), Jan 31, 2019; amended and restated Jul 15, 2020; further amended Apr 27, 2023 .
- Role and pay framework: CEO reporting to the Board; base salary $925,000 effective Apr 27, 2023; target annual bonus 100% of salary; annual equity target 200% of salary (from Jul 15, 2020) .
- Severance (non-CIC): If terminated without cause, resigns for good reason, or non-renewal (after the third anniversary), cash equal to the sum of his two most recent annual base salary and annual bonus payments (from the two prior fiscal years), plus two years of COBRA .
- Restrictive covenants: Non-compete and non-solicitation during employment and for three years post-termination .
Potential payments (as if triggered on Dec 31, 2024; stock price $10.68 on Dec 29, 2024):
- Qualifying termination (no CIC): Cash severance $1,815,926; bonus payment $1,823,000; continued medical $12,712; total $3,651,638 .
- Qualifying termination (with CIC): Cash severance $1,815,926; bonus payment $2,758,637; continued medical $12,712; accelerated vesting value $9,707,970; total $14,295,245 .
Board Governance
- Board service and roles: Director since 2010; previously served as Chairman prior to the 2019 business combination; currently CEO and director (not paid separate director fees) .
- Committee roles: Committees (Audit, Compensation, Nominating & Corporate Governance) are composed of independent directors; Andrew is not listed as a committee member .
- Independence and leadership structure: The Board separates the roles of Chairman (Karl Peterson) and CEO (Andrew Rubenstein); the Board views this as providing appropriate balance and oversight .
- Attendance: The Board held four meetings in 2024; all directors attended all Board and committee meetings and the 2024 Annual Meeting .
- Family relationships: Director and Vice Chairman Gordon Rubenstein is Andrew’s brother .
Director compensation (context for dual roles):
- Non-employee directors receive cash retainers and annual RSU grants; Andrew, as an employee-director, receives no fees for Board service .
Performance Compensation (Detail)
- 2024 Grants of Plan-Based Awards (CEO)
| Grant | Grant Date | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Annual Incentive (cash) | N/A | $467,819 | $935,637 | $1,871,274 | Target equals 100% of salary |
| RSUs | 3/15/2024 | — | 80,505 shares | — | Grant-date value $912,927 ; 1/3 annual vest |
| PSUs | 3/15/2024 | 40,253 sh | 80,505 sh | 161,010 sh | Grant-date value $912,927; 3-year performance vest |
- PSU metric framework: Three-year performance measured via average of annual AEBITDA STI performance; 2023 and 2024 approved performance percentages were 104.9% and 102.7% .
Related Policies and Controls
- Clawback policy adopted July 2023 (SEC Rule 10D-1/NYSE-aligned), recovering incentive-based compensation for up to 3 prior fiscal years upon a restatement .
- Hedging/pledging prohibited; also prohibits short sales and derivative transactions in company stock .
- Compensation governance and peer review: Independent compensation consultant (Aon); emphasis on pay-for-performance; no single-trigger equity acceleration or excise tax gross-ups .
Equity Ownership & Awards at Year-End 2024 (Selected CEO Line Items)
| Item | Detail |
|---|---|
| Options outstanding (examples) | 110,000 ex./55,000 unex. @ $12.25 exp. 2/27/2030; 52,000 ex. @ $9.41 exp. 7/13/2030; 25,251 ex./5,614 unex. @ $11.88 exp. 3/16/2031; other grants enumerated in proxy |
| Unvested RSUs | 36,667 (2/27/2020) ($391,604); 34,788 (3/14/2022) ($371,536); 60,264 (3/14/2023) ($643,620); 80,505 (3/15/2024) ($859,793) — market values at 12/29/2024 |
| Unearned PSUs | 90,396 (3/14/2023) ($965,429); 80,505 (3/15/2024) ($859,793); 520,247 (4/27/2023) ($5,556,238) — market values at 12/29/2024 |
| 2024 vesting/exercise | 139,546 RSUs vested; $1,510,667 value realized; 0 options exercised |
Investment Implications
- High ownership and guideline compliance: With 10.67% ownership and CEO guideline of 6x salary (met by all executives), alignment with long-term shareholders is strong, while hedging/pledging prohibitions reduce misalignment risk .
- Performance rigor and discretion: STI is predominantly tied to AEBITDA with a 50%–200% payout band; the committee applied negative discretion in 2024, signaling governance discipline amid acquisitions and cost actions .
- Retention and CIC dynamics: Non-CIC severance approximates two years of base and bonus history plus two years of COBRA, supporting retention; a CIC termination would have produced ~$14.3M including equity acceleration at 12/31/2024, which could create deal-related selling pressure if realized .
- Board oversight of a dual-role CEO-director: Board separates Chair/CEO roles; all independent directors populate oversight committees; full attendance supports governance, though a family relationship on the Board (Vice Chairman is the CEO’s brother) warrants continued independent oversight emphasis .
Director-Service Addendum (Board service history, committees, and dual-role implications)
- Service history: Director since 2010; previously Chairman before the 2019 business combination; currently serves as CEO and director .
- Committees: Not listed on Audit, Compensation, or Nominating & Governance committees; these are comprised of independent directors .
- Independence: Not independent (as CEO); Board separates Chair (Karl Peterson) and CEO roles; all directors attended all meetings in 2024 .
- Dual-role implications: Governance mitigants include independent chairmanship, independent committee composition, and prohibitions on hedging/pledging; family tie with Vice Chairman (Gordon Rubenstein) is disclosed and should continue to be monitored by independent directors .