David Ruttenberg
About David W. Ruttenberg
Independent director at Accel Entertainment (ACEL) since 2010; age 83 in 2025 (82 in 2024). Founder of Belgravia Group Ltd. (real estate development), and founder/leader across investment and legal entities (Lakewest, Lakewest Venture Partners, Ruttenberg Reis LLC) and a private operating foundation; holds B.S. in Economics (Cornell), post‑graduate economics studies (London School of Economics), and a J.D. (Northwestern) . Designated “audit committee financial expert” and long‑time Audit Committee chair; Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belgravia Group Ltd. | Founder; Chairman until 2014 | Founded 1989; Chairman until 2014 | Business expertise and industry contacts cited for Board qualification . |
| Lakewest, Inc. | Founder and President | Not disclosed | Real estate investment leadership; contributes financial acumen . |
| Lakewest Venture Partners | Partner | Not disclosed | Venture investment experience broadens capital markets perspectives . |
| Ruttenberg Reis LLC (earlier: Ruttenberg, Gilmartin and Reis LLC) | Principal (law firm) | Not disclosed | Legal expertise relevant to governance oversight . |
| The Ruttenberg Foundation / David C. & Sarajean Ruttenberg Arts Foundation | President (private operating foundation) | Not disclosed | Non‑profit governance experience . |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Various private entities noted above | Founder/President/Partner/Principal | Private | Enhances financial and legal oversight capabilities . |
No other public company directorships are disclosed for Mr. Ruttenberg in ACEL’s proxy statements .
Board Governance
- Independence: The Board has determined Mr. Ruttenberg is independent under NYSE rules .
- Tenure and Class: Director since 2010; Class 2 director. In 2024, nominated and recommended for re‑election to a term ending at the 2027 annual meeting; Class structure continues with potential declassification proposal in 2025 .
- Committee assignments:
- Audit Committee: Chair through 2024 alongside Mses. Godsoe and Philips; post‑Annual Meeting 2025, Audit Committee will be chaired by Cheryl Kondra with members Philips and Ruttenberg; both Kondra and Ruttenberg designated “audit committee financial experts” .
- Nominating & Corporate Governance Committee: Member; 2025 composition includes Peterson (Chair), Philips, Robinson, and Ruttenberg .
- Attendance: 2023 and 2024—Board held four meetings each year; all directors attended all Board and committee meetings; 2022—Board held seven meetings; Mr. Ruttenberg missed one special Board meeting .
- Audit Committee Reports: As chair, signed Audit Committee reports recommending inclusion of audited financial statements and ratification of KPMG LLP as auditor (2023, 2024/2025) .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual director cash retainer (policy) | $60,000; payable quarterly; directors could elect RSUs in lieu of cash; Vice Chairman RSU $300,000; Chair waived compensation in 2022 . | $60,000 cash retainer; RSU grant $100,000; (2024 policy change described below) . | $65,000 cash retainer; RSU grant $140,000; Chairman RSU $310,000; Vice Chairman RSU $300,000 . |
| Committee cash retainers (policy) | Audit: $5,000 member; $25,000 chair. Compensation: $5,000 member; $20,000 chair. Nominating: $5,000 member. Compliance: $5,000 member; $15,000 chair . | Audit: $5,000 member; $25,000 chair. Compensation: $5,000 member; $20,000 chair. Nominating: $5,000 member. Compliance: $5,000 per meeting for committee meetings; prior compliance committee dissolved in 2024 . | Audit: $12,500 member; $25,000 chair. Compensation: $10,000 member; $20,000 chair. Nominating: $7,500 member; $15,000 chair. $5,000 per Compliance Committee meeting . |
| Fees earned or paid in cash (Ruttenberg) | $0 (all elected RSUs) . | $0 (elected RSUs) . | $0 (elected RSUs) . |
| Stock awards (grant date fair value; Ruttenberg) | $189,989 . | $204,406 . | $245,091 . |
| Total (Ruttenberg) | $189,989 . | $204,406 . | $245,091 . |
Most non‑employee directors, including Mr. Ruttenberg, elected to receive cash fees in RSUs, further aligning pay with shareholder outcomes; RSU valuations per ASC 718 .
Performance Compensation
| Instrument | Grant Mechanism | Vesting | Quantitative Detail |
|---|---|---|---|
| RSUs (annual director grants and in lieu of cash fees) | Annual RSU grants per policy; directors may defer cash fees into RSUs | Vest annually; RSU awards vest as of Dec 31 for the year of grant . | Unvested RSUs as of year‑end: 14,948 (2022) ; 22,218 (2023) ; 21,613 (2024) . |
| Stock options | None disclosed for Ruttenberg (no options outstanding) | n/a | “Shares Underlying Option Awards” for Ruttenberg: “—” across 2022‑2024 . |
| Performance metrics tied to director compensation | Not disclosed | n/a | No TSR/financial metric‑based director awards disclosed; RSUs vest based on time . |
Other Directorships & Interlocks
| Entity | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Belgravia Group Ltd.; Lakewest, Inc.; Lakewest Venture Partners; Ruttenberg Reis LLC; The Ruttenberg Foundation | Private | Founder/President/Partner/Principal | No ACEL‑disclosed related‑party transactions with these entities since Jan 1, 2024 . |
Family relationships on the Board exist between Andrew and Gordon Rubenstein (CEO and Vice Chairman), not involving Ruttenberg directly .
Expertise & Qualifications
- Education: B.S. Economics (Cornell); post‑graduate studies in economics (London School of Economics); J.D. (Northwestern) .
- Designations: Audit Committee Financial Expert .
- Skills: Real estate investment, venture investing, legal practice; long‑tenured audit oversight .
Equity Ownership
| Metric | 2023 (as of Mar 15, 2023) | 2024 (as of Mar 15, 2024) | 2025 (as of Apr 14, 2025) |
|---|---|---|---|
| Beneficial ownership (shares) | 1,600,527 | 1,395,527 | 1,063,616 |
| Ownership % of outstanding | 1.85% | 1.67% | 1.26% |
| Unvested RSUs (year‑end) | 14,948 | 22,218 | 21,613 |
| Options exercisable/unexercisable | None | None | None |
| Hedging/pledging | Company policy prohibits hedging and pledging (subject to limited exceptions in 2025 policy); no pledging disclosed for Ruttenberg . |
Insider Trades and Section 16 Compliance
| Date | Filing/Event | Note |
|---|---|---|
| Feb 22, 2023 | Form 4 (RSU vesting) | Reported late per Section 16(a) disclosures in 2024 proxy . |
Governance Assessment
-
Strengths:
- Independence, long tenure, and “audit committee financial expert” designation support robust financial oversight .
- High engagement: perfect attendance in 2023 and 2024 across Board and committee meetings .
- Compensation alignment: elected RSUs in lieu of cash, with no options, indicating at‑risk equity‑based structure for director pay .
- No related‑party transactions involving Ruttenberg reported since Jan 1, 2024; transactions subject to Audit/Nominating committee review under policy .
-
Watch items:
- Transition from Audit Committee Chair to member post‑2025 Annual Meeting shifts oversight leadership; continuity risk mitigated by Kondra’s audit expertise and Ruttenberg remaining a member .
- Small compliance lapse: one late Form 4 in 2023 for RSU vesting (administrative issue) .
-
Policies supportive of investor confidence:
- Hedging and pledging restrictions for directors; comprehensive committee charters and annual ratification of independent auditor (KPMG) with disclosed fee structure .
RED FLAGS
- Administrative: Late Section 16 filing (Feb 22, 2023) .
- Structural: Classified board persists unless declassification proposal passes; staggered terms can entrench incumbent directors, though proposal outlines a path to annual elections starting 2025 .
Overall, Ruttenberg’s independence, audit expertise, and consistent equity‑heavy director compensation support board effectiveness and alignment; recent chair transition warrants monitoring for continuity in audit oversight .