Cheryl Kondra
About Cheryl Kondra
Independent director appointed April 10, 2025; age 51; Chair of the Audit Committee and member of the Compensation Committee. Background spans more than two decades leading audit and compliance in gaming (Caesars Entertainment, Pinnacle Entertainment, Genting Americas) and current VP of Internal Audit at Tractor Supply Company; Master of Accountancy, undergraduate in Accounting; Certified Internal Auditor. ACEL’s Board identifies her as independent; she is slated as a Class 2 director with term expiring at the 2027 annual meeting. She also serves on the board of Galaxy Gaming, a developer and distributor of casino systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment | Chief Audit Executive; prior Internal Audit/Compliance roles | Oct 2007–Aug 2014; with Harrah’s/Caesars since 1997 | Supported 50+ global locations; regulatory compliance; controls centralization |
| Pinnacle Entertainment | VP Internal Audit & Chief Compliance Officer | Oct 2014–Sep 2018 | Strengthened/formalized audit and compliance systems; new controls/procedures |
| Genting Americas | VP Internal Audit | 2019–2020 | Led internal audit in multi‑jurisdictional gaming environment |
| Tractor Supply Company | VP Internal Audit | Jun 2020–present | Leads internal audit at a large U.S. retailer (NASDAQ: TSCO) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Tractor Supply Company | VP Internal Audit | Jun 2020 | Largest rural lifestyle retailer; current executive employment |
| Galaxy Gaming | Director | N/A | Developer/distributor of casino systems; current public company directorship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member (effective following the 2025 Annual Meeting). Audit Committee composition will be Kondra (Chair), Kathleen Philips, and David W. Ruttenberg; Compensation Committee will be chaired by Philips with Kondra and Karl Peterson as members .
- Independence: Board determined Kondra is independent under NYSE rules .
- Board structure change: Management proposed declassification to move to annual elections; phased in over two years (first applying at the 2025 meeting) to enhance accountability to stockholders .
- Audit expertise: Kondra qualifies as an “audit committee financial expert” alongside Ruttenberg .
- Attendance context: In FY 2024, the Board held four meetings, and all directors attended all Board and committee meetings; (Kondra joined in April 2025) .
- Hedging/pledging: Policy prohibits directors/officers from hedging, short sales, options/derivatives, and pledging Accel securities (limited exceptions) .
- Compliance oversight: Gaming Compliance Committee (now “Compliance Committee”) reports to Nominating & Corporate Governance Committee; includes Nevada regulatory experts and a director (Robinson) .
Fixed Compensation
| Component | Amount | Proration | Vesting/Notes |
|---|---|---|---|
| Board annual cash retainer | $65,000 | Prorated from Apr 10, 2025 | Standard non‑employee director retainer |
| Audit Committee Chair fee (cash) | $25,000 | Prorated 2025 | Additional annual cash retainer for chair |
| Compensation Committee member fee (cash) | $10,000 | Prorated 2025 | Additional annual cash retainer for members |
| Initial RSU grant | $140,000 (grant date fair value) | Prorated 2025 | Vests through Dec 31, 2025 (initial grant); standard director RSUs vest annually |
| Compliance Committee meeting fees (if applicable) | $5,000 per meeting | N/A | For service on Company Compliance Committee |
Performance Compensation
| Item | Details |
|---|---|
| Director performance-based awards | None disclosed; non‑employee directors receive time‑vested RSUs (no PSUs/TSR metrics for directors) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Galaxy Gaming | Director | No related‑party transactions or conflicts disclosed; Item 404(a) not applicable to Kondra at appointment |
Expertise & Qualifications
- Deep audit/compliance leadership in multi‑jurisdictional gaming (Caesars, Pinnacle, Genting) and retail (Tractor Supply) .
- Certified Internal Auditor; Master of Accountancy; undergraduate in Accounting .
- Identified by ACEL as audit committee financial expert .
- Gaming regulatory familiarity; experience formalizing controls in large distributed organizations .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Cheryl Kondra | 0 | 0.00% (of 84,628,372 shares outstanding as of Apr 14, 2025) | Initial RSU grant to vest Dec 31, 2025; Company prohibits pledging/hedging |
Governance Assessment
- Strengths: Appointment of an independent Audit Chair with gaming audit depth and “financial expert” designation should bolster financial reporting oversight, internal control rigor, and regulatory compliance—aligned with ACEL’s expansion into casinos/racinos . The Board’s declassification initiative signals responsiveness and stronger director accountability to stockholders . Governance policies (hedging/pledging prohibitions, clawback policy, independent compensation consultant Aon, robust committee charters) support investor alignment and risk mitigation .
- Compensation alignment: Director compensation relies on modest cash retainers with equity (RSUs) to align interests; chairs receive incremental cash for responsibility; no performance pay that could bias oversight .
- Conflicts/related party: No related‑party transactions or arrangements for Kondra; indemnification agreement standard for directors . Board‑level related party: Family relationship between CEO (Andrew Rubenstein) and Vice Chairman (Gordon Rubenstein) persists; Kondra’s independence and Audit Chair role help counterbalance potential influence .
- Engagement: Board‑level attendance in 2024 was 100%; Kondra’s 2025 attendance not yet disclosed; her committee leadership indicates expected active engagement .
- RED FLAGS: None disclosed specific to Kondra (no Item 404(a) transactions; no pledging/hedging; no low attendance reported) . Plan prohibits option/SAR repricing without stockholder approval (reduces shareholder‑unfriendly practices) . Broader context risks include Board familial ties and ongoing equity plan share reserves (potential dilution) but are mitigated by governance controls and shareholder approvals .