Dee Robinson
About Dee Robinson
Dee M. Robinson (age 64) has served as an independent director of Accel Entertainment since 2020. She is a Chicago-based entrepreneur who founded Robinson Hill, Inc. (airport concessions) in 1995 and later GT Spirits Company; earlier roles include Johnson & Johnson, Leo Burnett, Ameritrust Bank, and Northern Trust. Robinson served on the Illinois Gaming Board from November 2015 to May 2019 and holds an MBA from Northwestern’s Kellogg School, a BA from the University of Pennsylvania, and an honorary doctorate from Kentucky Wesleyan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robinson Hill, Inc. | Founder & CEO | Founded 1995 (ongoing not disclosed) | Aviation concessions; operating expertise in retail and restaurants |
| GT Spirits Company | Founder | Not disclosed | Consumer products; brand-building |
| Johnson & Johnson | Employee (role not specified) | Not disclosed | Consumer/healthcare experience |
| Leo Burnett | Advertising professional (role not specified) | Not disclosed | Marketing/advertising capabilities |
| Ameritrust Bank | Banking professional | Not disclosed | Credit/banking experience |
| Northern Trust | Banking professional | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Gaming Board | Board Member | Nov 2015 – May 2019 | Regulatory oversight; gaming compliance perspective |
Board Governance
- Board classification and tenure: Robinson is a Class 1 director (term expires at the 2026 annual meeting), and the Board proposed declassification beginning in 2025 to move to annual elections; Class 1 directors would stand for one-year terms at the 2026 meeting if declassification is approved .
- Independence: The Board determined Robinson is independent under NYSE rules .
- Committees: Member, Nominating and Corporate Governance Committee (oversees governance, Board composition, and compliance); she also serves on the Company’s Compliance Committee (Nevada-required), alongside two independent consultants (Dennis K. Neilander and Deborah Fuetsch), reporting to the Nominating and Corporate Governance Committee .
- Attendance: Board met 4 times in 2024; all directors attended all Board and relevant committee meetings and the 2024 annual meeting .
Fixed Compensation
| Component | Policy/Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors, excl. Chair/Vice Chair) | $65,000 | Paid annually | Directors may elect to defer cash fees into RSUs . |
| Annual RSU grant (non-employee directors, excl. Chair/Vice Chair) | $140,000 grant-date value | Vests annually | Based on closing stock price on grant date . |
| Committee retainers – Audit | Member: $12,500; Chair: $25,000 | Annual | Policy detail . |
| Committee retainers – Compensation | Member: $10,000; Chair: $20,000 | Annual | Policy detail . |
| Committee retainers – Nominating & Governance | Member: $7,500; Chair: $15,000 | Annual | Policy detail . |
| Compliance Committee meeting fees | $5,000 per meeting | Per meeting | Company-level Compliance Committee . |
2024 actuals (Robinson):
- Fees earned/paid in cash: $30,000 (paid in cash for Compliance Committee service in 2024) .
- Stock awards (grant-date fair value): $217,671 .
- Total director compensation: $247,671 .
Performance Compensation
| Equity Type | Grant-date Fair Value (2024) | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Director annual grant and RSUs in lieu of cash) | $217,671 | Annual time-based vesting | None disclosed for directors; awards are time-based RSUs . |
The proxy does not disclose performance-based equity (PSUs) or director-specific performance metrics; director equity is structured as time-based RSUs .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Robinson in ACEL’s proxy . |
| Compliance Committee (Company-level) | — | Member | Includes independent consultants with Nevada gaming regulatory expertise; reports to Nominating & Governance Committee . |
- Network context: Kenneth B. Rotman (ACEL director) is the controlling stockholder of Clairvest, a ~19.97% holder of ACEL; no Robinson-specific interlock identified in the proxy .
- Family relationship on Board (context): Gordon Rubenstein (Vice Chair) is the brother of CEO Andrew Rubenstein; not directly related to Robinson but relevant to governance context .
Expertise & Qualifications
- Entrepreneurial/operator experience across food & beverage, retail, consumer products; airport concessions domain expertise via Robinson Hill .
- Financial services and banking experience (Ameritrust, Northern Trust) .
- Marketing/advertising background (Leo Burnett) .
- Regulatory/government experience via Illinois Gaming Board service (2015–2019) .
- Education: MBA (Northwestern Kellogg), BA (University of Pennsylvania), honorary doctorate (Kentucky Wesleyan) .
Equity Ownership
| Item | Status/Amount | Notes |
|---|---|---|
| Beneficial ownership (as of record date Apr 14, 2025) | No beneficial ownership reported (“—”) | Table shows “—” for Robinson; less than 1% indicated for many, “—” for Robinson . |
| Unvested RSUs (as of Dec 31, 2024) | 19,195 units | Director-level RSU awards outstanding . |
| Hedging/derivatives | Prohibited | Company policy prohibits hedging/derivative transactions by directors . |
| Pledging as collateral | Prohibited | Company policy prohibits pledging Accel securities as collateral, subject to limited exceptions . |
| Director stock ownership guidelines | Maintained for non-employee directors | Guidelines exist; specifics for directors not detailed in proxy . |
Governance Assessment
-
Strengths
- Independence and attendance: Robinson is NYSE-independent; 100% attendance at Board/committee meetings in 2024; presence at annual meeting supports engagement .
- Compliance oversight: Service on the Compliance Committee alongside Nevada regulatory experts enhances risk oversight in gaming compliance, aligning with ACEL’s multi-state operations .
- Relevant industry and regulatory experience: Prior Illinois Gaming Board role and concessions operating background contribute to board effectiveness in a regulated gaming environment .
-
Alignment and incentives
- Equity-skewed pay: 2024 mix is heavily equity-based ($217,671 RSUs vs $30,000 cash), aligning director incentives with shareholder value, though RSUs are time-based rather than performance-based .
- Ownership signal: No beneficial ownership reported as of April 14, 2025, though unvested RSUs exist; investors may view holding common shares (beyond unvested RSUs) as a stronger alignment signal .
-
Potential conflicts/flags
- Related-party transactions: Proxy discloses the related party transaction policy and indemnification agreements; no specific related-party transactions involving Robinson are disclosed for 2024–2025 .
- Structural governance: Board is transitioning from a classified structure to annual elections if Proposal 1 is approved; declassification is generally viewed as improving accountability, with Robinson’s Class 1 seat moving to annual terms beginning 2026 .
- Hedging/pledging: Prohibitions reduce misalignment risks and are shareholder-friendly .
Insider Trades (Section 16(a) Compliance)
| Item | Status |
|---|---|
| Delinquent filings for Robinson (2024) | None disclosed; late filings in 2024 noted for Karl Peterson, Christen Kozlik, and David W. Ruttenberg (not Robinson) . |
No Section 16(a) delinquency noted for Robinson in 2024 .
RED FLAGS (none identified specific to Robinson)
- No disclosed related-party transactions involving Robinson .
- No hedging/pledging permitted for directors .
- Attendance and independence confirmed .
- Note: Lack of reported beneficial ownership as of record date may be viewed by some investors as a weaker “skin-in-the-game” signal despite outstanding RSUs .
Overall, Robinson’s compliance and regulatory background, independent status, and committee roles support board effectiveness in a regulated industry, with equity-oriented pay providing alignment; investors may prefer additional direct share ownership for stronger alignment signalling .