Brett Summerer
About Brett Summerer
Brett Summerer (age 49) was appointed Chief Financial Officer and Principal Financial Officer of Accel Entertainment effective September 22, 2025 . He holds B.S. degrees in Electrical Engineering and Computer Science and an M.S. in Electrical Engineering from Michigan State University, and an MBA in Finance/Accounting from the University of Michigan (Ross) . As CFO, he signed the Q3 2025 SOX 302/906 certifications, underscoring control and reporting accountability . Company performance context: Accel reported record 2024 revenue of $1.2 billion and Adjusted EBITDA of $189.1 million; 2024 net income was $35.3 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Verano Holdings Corp. | Chief Financial Officer | Jan 2022 – Apr 2025 | Built a 70-person Finance/IT team and completed 20+ M&A transactions in a regulated, multi-state environment . |
| The Kraft Heinz Company | VP, Head of Supply Chain Finance; CFO of U.S. Operations | Jun 2019 – Dec 2021 | Managed global P&Ls; led strategic initiatives and profitable growth . |
| Corning Incorporated | Senior finance roles | Jan 2016 – May 2019 | Held multiple roles supporting diversified manufacturing operations . |
| General Motors Company | Finance roles | Jan 2006 – Jan 2016 | Multiple finance positions at a global automotive manufacturer . |
External Roles
- Employment agreement permits service on one for‑profit board with prior written consent of the Board; no current external directorships were disclosed in reviewed filings .
Fixed Compensation
| Component | Value / Terms | Source |
|---|---|---|
| Base salary | $460,000 annually | |
| Target annual bonus | 65% of base salary; pro‑rated in first year | |
| Benefits | Eligible for 401(k), company contributions to group health, company‑paid life and short‑term disability, EAP; up to 25 PTO days/year accrual; company phone; subject to plan terms |
Performance Compensation
| Element | Metric/Structure | Weighting/Size | Vesting | Source |
|---|---|---|---|---|
| Short‑Term Incentive (Company design) | AEBITDA (Financial Component) and individual goals | 80% Financial; 20% Individual; payouts 0–200% of target based on thresholds (85%–115% of AEBITDA target) | Paid after year‑end; subject to continued employment and committee approval | |
| Annual Equity from 2026 | Target grant date value equal to 115% of base salary; 50% RSUs, 50% PSUs | 115% of salary target (pro‑rated first year) | RSUs vest over 3 years; PSUs vest at end of 3‑year period | |
| PSU performance framework (Company) | Average AEBITDA across three successive one‑year periods (rigorous annual targets) | 0–200% payout vs. thresholds; aligns with long‑term value creation | Cliff vest at end of three‑year period | |
| New‑hire RSU grant | 40,000 RSUs granted in connection with appointment | One‑time grant | 50% vests on 2nd anniversary of grant date; remaining 50% on 3rd anniversary, subject to service |
Notes on 2025 proration and metrics
- First‑year bonus and the 2026 annual equity grant are pro‑rated based on start date .
- PSUs vest subject to Company achievement of Board‑approved financial targets; Accel’s program uses AEBITDA for PSUs company‑wide .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Initial equity | 40,000 RSUs; 50% vest at 2nd anniversary; 50% at 3rd anniversary (service‑based) | |
| Ongoing equity | Annual target grant value of 115% of base salary from 2026; mix 50% RSUs / 50% PSUs | |
| Ownership guidelines | Executive officers must hold stock equal to 1x base salary; compliance period up to 5 fiscal years; excludes unearned PSUs | |
| Hedging/pledging | Hedging and pledging of Accel stock are prohibited under insider trading policy | |
| Section 16 setup | Limited Power of Attorney filed for Section 16 Forms 3/4/5 on Sept 22, 2025 (Form 3 exhibit) |
Employment Terms
| Term / Protection | Key Terms | Source |
|---|---|---|
| Title and start date | CFO; effective September 22, 2025 | |
| Agreement term | 3‑year term from Effective Date; auto‑renews for successive 1‑year periods unless 90‑day advance notice; at‑will employment otherwise | |
| Non‑compete | 1‑year post‑termination, worldwide in lines of business engaged/planned by Accel; passive investments up to 1% allowed | |
| Non‑solicit | 1‑year post‑termination (customers, suppliers, employees) | |
| Severance (no CIC) | If terminated without cause or resigns for good reason (Covered Termination): cash equal to (1) 1x base salary + (2) prior year earned but unpaid bonus + (3) 1x target bonus; plus up to 12 months COBRA (payable over 12 months, subject to 60‑day release) | |
| Severance (CIC) | If Covered Termination within 12 months post‑CIC: amounts above plus pro‑rated annual bonus then in effect; equity awards accelerate (time‑based) and performance awards per governing award terms; 5.2(d) provides 100% acceleration with performance per award | |
| 280G cutback | Best‑net after‑tax approach (no excise tax gross‑up) | |
| Clawback | Subject to Company’s incentive compensation clawback policy and applicable listing rules | |
| Indemnification/D&O | Standard officer indemnification; D&O insurance provided | |
| Governing law / dispute resolution | Illinois law; binding arbitration via JAMS in Cook County, IL; jury trial waiver for arbitrable claims |
Performance & Track Record
- CFO certifications: Signed Q3 2025 SOX 302 and 906 certifications as Principal Financial Officer, indicating responsibility over disclosure controls and fair presentation of financials .
- Prior achievements: Led more than 20 M&A transactions and scaled finance/IT at Verano; managed global P&Ls and growth initiatives at Kraft Heinz; senior finance roles at Corning and GM .
- Company performance context: 2024 revenue $1.2B and Adjusted EBITDA $189.1M; 2024 net income $35.3M, framing the baseline at the time of his appointment .
Compensation Structure Analysis
- Strong pay‑for‑performance design: Company STI is 80% AEBITDA and 20% individual goals; LTI split 50% RSUs / 50% PSUs with three‑year performance period tied to AEBITDA averages .
- Reduced risk features: Prohibitions on hedging/pledging; clawback policy; no CIC excise tax gross‑ups; capped payouts; mix of cash/equity and multi‑year vesting .
- Peer benchmarking: Compensation Committee uses an independent consultant (Aon) and a gaming/entertainment peer set (e.g., Boyd, Penn, Red Rock, Light & Wonder) to calibrate competitiveness .
Vesting Schedules and Potential Selling Pressure
- New‑hire grant: 40,000 RSUs vest in two large tranches (50% at 2nd anniversary; 50% at 3rd), creating potential concentrated liquidity windows around those anniversaries (subject to blackout/trading policies) .
- Ongoing awards: Annual RSUs vest ratably over three years; PSUs cliff‑vest at the end of three‑year periods, shaping multi‑year alignment and future vesting cadence .
Equity Ownership & Alignment (Governance Focus)
- Ownership guideline for CFO at 1x salary, with up to five fiscal years to achieve; unearned PSUs excluded from calculation .
- Hedging/pledging prohibited, and derivatives/short sales disallowed—reducing misalignment and collateral risk .
- Section 16 readiness: Power of Attorney on file for timely preparation/filing of Forms 3/4/5 .
Employment Terms (Retention/Transition Risk)
- Retention levers: Three‑year initial term with auto‑renewal, annual equity targeting 115% of salary (RSUs/PSUs), and 12‑month non‑compete/non‑solicit .
- Downsides protection: 1x salary + 1x target bonus severance (plus prior earned bonus) and 12 months COBRA; enhanced CIC protection including bonus proration and equity acceleration subject to award terms .
- Arbitration and Illinois law streamline dispute resolution certainty .
Investment Implications
- Pay alignment: STI and LTI emphasize AEBITDA and multi‑year performance, with sizable equity (115% of salary) and PSUs, aligning the CFO’s incentives to sustained operational cash generation and scale .
- Retention and turnover risk: Severance at 1x salary and target bonus (non‑CIC) is competitive but not excessive; 12‑month non‑compete/non‑solicit supports retention and protects IP/customer relationships .
- Trading signals: Watch for Section 16 filings around RSU vesting anniversaries (two large tranches from the 40,000 new‑hire grant) and annual grant cycles; hedging/pledging are prohibited, reducing governance risk from collateralized positions .
- Governance quality: Clawback policy, no CIC gross‑ups, and independent benchmarking suggest shareholder‑friendly practices; arbitration and Illinois choice of law provide process clarity .