Karl Peterson
About Karl Peterson
Karl Peterson, 54, is Independent Chairman of the Board at Accel Entertainment (ACEL). He joined the Pace Holdings board in 2017 and became an Accel director upon the 2019 Business Combination; he has served as Accel’s Chairman since 2019. He leads Peterson Capital Partners (family office) and retired in 2022 as a Senior Partner of TPG and Managing Partner of TPG Pace Group. He holds a B.B.A. with High Honors from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accel Entertainment (via Pace) | Chairman; Director | Chairman since 2019; Director since 2019 (Pace board since 2017) | Chairs Nominating & Corporate Governance; member Compensation Committee |
| TPG Global/TPG Europe | Senior Partner (ret. 2022); Managing Partner, TPG Europe LLP | 2010–2016 (TPG Europe MP); 2004–2022 (rejoined TPG in 2004) | Led investments in tech, media, financial services, travel |
| TPG Pace Holdings/Pace | President & CEO; Director | 2015–2017 (TPG Pace Holdings through Playa merger); 2017–2019 (Pace through Accel Business Combination) | SPAC sponsorship, permanent capital solutions |
| Hotwire.com | Co-founder; President & CEO | Through sale to IAC in 2003 | Company founder/operator; successful sale |
| Goldman Sachs | Financial Analyst | 1992–1995 | Early finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vacasa, Inc. | Director | Since 2021 | Vacation rental management |
| Playa Hotels & Resorts | Director | Since 2017 | Owner/operator/developer of resorts |
| Sabre Inc. | Director; Chairman (prior) | Director since 2007; Chairman 2020–Apr 2022 | Travel technology; prior chair role |
| TPG SPACs (various) | Non-executive Chair/Director | 2020–2023 (various entities) | TPG Pace Beneficial Finance (non-exec chair) 2020–present; TPG Pace Solutions (2021); TPG Pace Tech Opportunities (2020–2021); TPG Pace Beneficial II (non-exec chair 2021–2023) |
| Caesars Acquisition Company | Director (prior) | 2013–2017 | Casino assets/entertainment |
Board Governance
- Leadership/Independence: Accel separates CEO and Chair; Peterson serves as independent Chairman. Board cites the split as supporting oversight and management focus . The Board has determined Peterson is independent under NYSE rules .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (current composition includes Peterson (Chair), Philips, Robinson, Ruttenberg) .
- Compensation Committee: Member (pre- and post-Annual Meeting; post-meeting Chair will be Philips; members Philips, Kondra, Peterson) .
- Audit Committee: Not a member .
- Attendance: The Board met four times in FY2024; all directors attended all Board and committee meetings on which they served, and all attended the 2024 Annual Meeting .
- Board structure/elections: The 2025 proxy seeks to declassify the Board, moving to annual elections by 2027—an investor-friendly governance enhancement .
- Risk oversight and compliance: The Nominating & Corporate Governance Committee oversees the Company’s Compliance Committee (required by Nevada Gaming Authorities) following a 2024 reorganization; the Compliance Committee includes two independent gaming consultants and Director Dee Robinson .
Fixed Compensation
| Component | 2024 Amount | Policy/Notes |
|---|---|---|
| Annual Chairman RSU Award | $305,942 (grant-date fair value) | Policy: Chairman receives annual RSU with $310,000 value; no additional compensation beyond this equity grant . |
| Cash Retainers/Meeting/Committee Fees | $0 | Chairman receives no additional cash compensation; other directors may receive cash or elect RSUs, but Chairman/Vice Chairman are equity-only |
Performance Compensation
- Directors do not receive performance-based awards (e.g., PSUs) as part of standard board compensation; Peterson’s 2024 compensation consisted solely of time-vested RSUs .
- No performance metrics are disclosed for non-employee director pay .
Other Directorships & Interlocks
| Company | Overlap/Industry | Potential Interlock/Conflict |
|---|---|---|
| Playa Hotels & Resorts | Hospitality/resorts | No related-party transactions with Accel disclosed; prior role at Caesars Acquisition (casino) ended in 2017, before joining Accel’s board in 2019 . |
| Vacasa; Sabre; TPG SPAC entities | Travel/tech/capital markets | External commitments are disclosed; no related-party dealings with Accel disclosed for 2024+ . |
Compensation Committee Interlocks: Disclosure notes Peterson previously served as President & CEO of Pace (pre-Business Combination SPAC). The proxy directs related-party disclosures to the “Certain Relationships and Related Party Transactions” section, which lists no such transactions for 2024+ .
Expertise & Qualifications
- Capital allocation, M&A, and public-market expertise from SPAC sponsorship and private equity leadership at TPG; founder/operator background (Hotwire) .
- Governance: Chairs Nominating & Corporate Governance Committee; extensive board leadership history including prior chairmanship at Sabre .
- Education: B.B.A., University of Notre Dame (High Honors) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,438,938 shares (2.88% of Class A‑1 outstanding), held through Peterson Capital Partners, L.P. . |
| Unvested RSUs (12/31/2024) | 26,979 RSUs . |
| Options | None reported for Peterson . |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Accel securities, with limited exceptions . |
| Section 16(a) compliance | One late Form 4 for sales on Jan. 10, 2024 (under a 10b5‑1 plan) was reported late; Company disclosed the delinquency . |
Governance Assessment
- Strengths:
- Independent Chairman with 100% attendance in FY2024; separation of Chair/CEO roles enhances oversight .
- Strong governance trajectory: Board declassification proposal; comprehensive insider trading/hedging & pledging prohibitions .
- Alignment: Equity-only compensation for Chairman (no cash retainers or committee fees) supports shareholder alignment .
- Compliance oversight: Chairs Nominating & Corporate Governance Committee, which oversees the Compliance Committee required by gaming regulators .
- Watch items/Red flags:
- Section 16(a) delinquency: One late Form 4 for director stock sales (January 10, 2024) is a minor compliance lapse—monitor future reporting timeliness .
- Workload/overboarding considerations: Multiple outside directorships and prior SPAC leadership; no 2024 related-party transactions disclosed, but continued monitoring for conflicts is prudent .