Gordon Rubenstein
About Gordon Rubenstein
Gordon Rubenstein (age 53) is Accel Entertainment’s Co‑Founder and Vice Chairman, serving on the board since 2010. He is not independent and is the brother of CEO Andrew Rubenstein, creating a related‑party relationship at the board level . Educated at the University of Michigan (A.B.), Gordon is Managing Partner of Raine Ventures, with a background in founding, investing in, and advising high‑growth companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raine Ventures | Managing Partner | 2013–present | Leads venture platform; board/observer roles across portfolio |
| Pacific Partners | Founder & Managing Partner | Not disclosed | Operationally focused VC backed by Soros, Zell, KKR/Silver Lake partners |
| Astro Gaming | Co‑founder | Not disclosed | Company acquired by Skullcandy; consumer hardware brand |
| Rave Digital Media | Co‑founder | Not disclosed | Company acquired by AMC Entertainment |
| Cheddar | Director (former) | Until sale to Altice (ATUS) | Exited after sale; media distribution exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tastemade Inc. | Director | Not disclosed | Digital media/food content; product and audience growth oversight |
| Happn | Director | Not disclosed | Social/dating app governance |
| TVTime | Director | Not disclosed | TV analytics and user engagement oversight |
| Raine Ventures portfolio boards | Board Observer | Not disclosed | Information flow across venture holdings |
| San Francisco Education Fund | Leadership Council | Not disclosed | Community and education engagement |
Board Governance
- Role: Vice Chairman; responsibilities include acting as a resource on industry practices and leading board meetings with/for the Chair when needed .
- Independence: Not independent due to sibling relationship with CEO Andrew Rubenstein (explicit family tie) .
- Board class/tenure: Class 2 director; term expires at the 2027 annual meeting absent declassification; director since 2010 .
- Committee assignments: Not listed on Audit, Compensation, Nominating/Corporate Governance, or Compliance Committees .
- Attendance: Board met 4 times in 2024; all directors attended all board and committee meetings and the 2024 Annual Meeting (100% attendance) .
- Governance posture: Separate Chair/CEO roles; moving to declassify the board to annual elections improves accountability if approved .
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual RSU (Vice Chairman) | $300,000 | Equity‑only; no cash retainer for Chair/Vice Chair |
| Director cash fees | $0 (elected as RSUs; none indicated for Gordon) | Committee fees exist but he is not a member; directors can defer cash into RSUs |
| 2024 Stock awards (reported) | $296,076 | Grant date fair value under ASC 718 |
| Outstanding options (as of 12/31/24) | 90,000 | Originated from advisor agreement; see Performance Compensation |
| Unvested RSUs (as of 12/31/24) | 66,109 | Annual grants/deferred fees vest timing |
Performance Compensation
Directors do not have performance‑conditioned pay; equity is time‑based. However, Gordon has a legacy advisor agreement that granted equity:
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | Feb 27, 2020 | 90,000 | Vested over 5 years ending Jan 1, 2025 | Strategic advisor to management per board‑approved agreement |
| RSUs | Feb 27, 2020 | 60,000 | Vested over 5 years ending Jan 1, 2025 | Same agreement; signals alignment but related‑party exposure |
- Performance metrics tied to director pay: None disclosed (director equity is time‑based) .
Other Directorships & Interlocks
| Person | External Board | Potential Interlock/Consideration |
|---|---|---|
| Gordon Rubenstein | Tastemade, Happn, TVTime | Media/consumer tech exposure; no direct ACEL supplier/customer link disclosed |
| Kenneth B. Rotman (ACEL director) | CEO/MD Clairvest Group Inc. | Clairvest is a 19.97% holder of ACEL; Rotman’s presence represents major shareholder influence; Gordon has no disclosed role at Clairvest |
| Family tie | Brother of CEO Andrew Rubenstein | Non‑independence; potential influence on CEO evaluation and board process |
Expertise & Qualifications
- Venture capital leadership (Raine Ventures Managing Partner) and founder/operator experience in consumer tech/media .
- Transaction experience through co‑founding and exits (Astro Gaming, Rave Digital Media) .
- Boardroom experience across private growth companies; broad network (portfolio board observer roles) .
- Education: A.B., University of Michigan .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Total beneficial ownership | 1,951,377 shares (2.30%) | Includes holdings via Fund Indy LLC, Gordon Rubenstein SEP IRA, and joint revocable trust |
| RSUs/options proximate to vest/exercise (60‑day window as of 4/14/25) | Included in table aggregates, where applicable | Directors’ table notes such inclusion methodology |
| Outstanding options (12/31/24) | 90,000 | Advisor agreement origin |
| Unvested RSUs (12/31/24) | 66,109 | Annual director grants/deferred fees |
| Hedging/pledging | Prohibited for directors under insider trading policy | No pledges disclosed |
| Director ownership guidelines | Company maintains guidelines for non‑employee directors (details not quantified in proxy) | Existence disclosed; executive guidelines detailed separately |
Board Governance
| Attribute | Status |
|---|---|
| Independence | Not independent (brother of CEO) |
| Committee roles | None of Audit/Comp/Nominating/Compliance |
| Vice Chairman duties | Resource on industry/practices; leads meetings with/for Chair |
| Attendance | 100% in 2024 board/committee; attended 2024 Annual Meeting |
| Board structure | Classified (Class 2); proposal to declassify for annual elections |
Governance Assessment
-
Strengths
- 100% attendance; high engagement .
- Separate Chair/CEO structure; Vice Chairman role delineated .
- Anti‑hedging/pledging policy reduces misalignment risk .
- Proposal to declassify board supports investor accountability .
-
Concerns and RED FLAGS
- Non‑independence due to sibling relationship with CEO; potential conflicts in CEO oversight and board dynamics .
- Advisor agreement granting options/RSUs to a sitting director (albeit from 2020) creates related‑party exposure; ensure committee‑level review per policy for any future arrangements .
- Significant shareholder influence via Clairvest (≈19.97%) with its CEO on ACEL’s board; while not directly tied to Gordon, overall board independence dynamics warrant monitoring .
-
Alignment
- Equity‑heavy director compensation (Vice Chairman RSUs only; no cash retainer) aligns Gordon’s incentives with shareholder value .
- No hedging/pledging permitted; supports long‑term alignment .
-
Process controls
- Related‑party transactions must be reviewed/approved by Audit or Nominating & Governance Committees per policy—investors should expect strict adherence for any future director agreements .
Overall, Gordon’s venture/operator expertise and equity‑aligned pay are positives for strategy and alignment, but the non‑independence through familial ties and legacy advisor equity grant represent governance sensitivity points that investors should monitor, especially around CEO evaluation, succession, and compensation decisions .