Kathleen Philips
About Kathleen Philips
Kathleen Philips, age 58, is an independent Class 3 director of ACEL (Accel Entertainment) who joined Accel’s board in connection with the 2019 Business Combination after serving on the TPG Pace board beginning in 2017. She is retired since August 2020; previously she held senior roles at Zillow Group including Chief Legal Officer, CFO & Treasurer, COO, General Counsel, and Secretary. She holds a B.A. in Political Science from UC Berkeley and a J.D. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group, Inc. | Chief Legal Officer; CFO & Treasurer; COO; General Counsel; Secretary | 2010–2018 (various roles); Advisor 2019–Aug 2020 | Senior management at a growth-oriented public company . |
| FanSnap, Inc. | General Counsel | Jun 2008–Jun 2010 | Legal leadership at ticket search engine . |
| Pure Digital Technologies, Inc. | General Counsel | Sep 2007–Jun 2008 | Legal leadership for Flip Video . |
| StubHub, Inc. | General Counsel | May 2005–Apr 2006 | Legal leadership at live event marketplace . |
| Hotwire, Inc. | General Counsel; Corporate Counsel | 2000–2004 | Legal leadership at travel tech company . |
| Cooley Godward LLP | Attorney (private practice) | 1998–2000 | Corporate/tech-focused legal experience . |
| Stoel Rives LLP | Attorney (private practice) | 1997–1998 | Early legal practice . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nerdy, Inc. | Director | 2020–May 2024 | Education technology; concluded service in May 2024 . |
| Apptio | Director | 2017–2019 | Enterprise software . |
| TPG Pace Beneficial Finance | Director | 2020–Dec 2022 | SPAC; part of TPG Pace group . |
| TPG Pace Solutions | Director | 2021 | SPAC board service . |
| TPG Pace Tech Opportunities Corp. | Director | 2020–2021 | SPAC board service . |
Board Governance
- Independence: The Board determined Philips is independent under NYSE rules .
- Committees (current): Compensation, Audit, and Nominating & Corporate Governance .
- Committee leadership transition: After the 2025 Annual Meeting, Philips will become Chair of the Compensation Committee; Audit Committee will consist of Kondra (Chair), Philips, and Ruttenberg; Nominating will remain chaired by Peterson with Philips as a member .
- Attendance: The Board held four meetings in FY 2024; all directors attended all Board and committee meetings and the 2024 Annual Meeting .
- Board structure: Class 3 director standing for election (declassification proposal would move to annual elections; Class 3 including Philips to a one-year term if approved) .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $0 (elected RSUs in lieu of cash) | $242,347 | $242,347 |
| 2023 | $0 (elected RSUs in lieu of cash) | $204,406 | $204,406 |
Director fee structure (2024/2025 policy):
- Non-employee director annual cash retainer: $65,000; annual RSU grant value: $140,000 (vests annually) .
- Committee retainers: Audit Member $12,500; Audit Chair $25,000; Compensation Member $10,000; Compensation Chair $20,000; Nominating Member $7,500; Nominating Chair $15,000 .
- Compliance Committee meeting fee: $5,000 per meeting; directors may elect to defer cash retainers and committee fees (excluding Compliance Committee meeting fees) into Company RSUs .
Performance Compensation
| Award Type (Director) | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant and in lieu of cash fees) | None disclosed for directors (time-based) | Annual; 2024 awards vested Dec 31, 2024 | Directors typically receive time-based RSUs; no PSUs reported for directors . |
Equity awards under the LTIP are subject to clawback/recoupment policies and do not include single-trigger acceleration except on a limited basis for non-employee directors; no tax gross-ups in plan design .
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| TPG Pace group | Philips served on multiple TPG Pace SPAC boards (2020–2022/21) ; Karl Peterson previously headed TPG Pace Group and is current Chairman . | Network tie could be perceived as an interlock; Board affirms independence under NYSE rules . |
| Nerdy, Inc. | Served until May 2024 . | No disclosed conflict with ACEL. |
| Apptio | Served 2017–2019 . | No disclosed conflict with ACEL. |
Expertise & Qualifications
- Senior public-company operator and counsel (Zillow Group CLO, CFO & Treasurer, COO, GC, Secretary) .
- Legal and governance expertise across consumer tech and marketplaces (Hotwire, StubHub, FanSnap, Pure Digital) .
- Current service on Audit and Compensation committees; Audit Committee financial expert designation applies to Kondra and Ruttenberg, not Philips .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Outstanding | Unvested RSUs (12/31/2024) | Options Outstanding |
|---|---|---|---|---|
| Kathleen Philips | 40,000 | Less than 1% (of 84,628,372 outstanding) | 21,371 | None (— in table) |
- Hedging and pledging of ACEL stock are prohibited for directors (including use as collateral), reducing alignment risk from derivatives or pledging .
- Director stock ownership guidelines exist for non-employee Board members (company states maintaining guidelines), though specific multiples for directors are not detailed in the proxy excerpts; executive officer multiples are CEO 6x salary and others 1x salary .
Governance Assessment
- Committee leadership and breadth: Philips’ upcoming chair role on Compensation Committee and concurrent service on Audit and Nominating strengthen oversight breadth and succession/compensation governance .
- Independence and attendance: NYSE independence affirmed and 100% attendance in 2024 enhance investor confidence in oversight rigor .
- Pay mix and alignment: Philips elected RSUs in lieu of cash in 2023–2024, resulting in 100% equity compensation each year, which aligns director incentives with shareholder outcomes; annual RSUs are time-based rather than performance-based .
- Ownership: While she beneficially owns 40,000 shares (<1%), ongoing RSU awards and prohibitions on hedging/pledging modestly improve alignment; there is no indication of pledging or derivatives use .
- Board structure evolution: Support for declassification to annual elections is a positive governance signal; Philips is a nominee and would serve a one-year term if declassification is approved .
- Potential RED FLAGS:
- TPG interlock perception: Philips’ prior TPG Pace board service and Peterson’s TPG leadership may raise perception of network influence; independence is explicitly affirmed .
- Family relationship on board (CEO and Vice Chairman are brothers) is a board-level governance consideration, not specific to Philips; emphasizes need for robust independent oversight on committees she serves .
Overall, Philips brings seasoned legal and operating expertise, strong committee engagement, and equity-heavy compensation choices that support alignment; monitoring Compensation Committee decisions under her chairmanship and any related-party reviews through Audit will be key for assessing ongoing governance quality .