Kenneth Rotman
About Kenneth B. Rotman
Kenneth B. Rotman, 58, has served as an independent director of Accel Entertainment since 2019. He is Chief Executive Officer and Managing Director of Clairvest Group Inc. (TSX: CVG), a Toronto-based private equity firm with significant gaming industry expertise, and previously spent ~3 years at E.M. Warburg, Pincus & Co. focusing on media, communications, and manufacturing transactions in North America and the UK. He holds a B.A. from Tufts University (1988), an M.Sc. from the London School of Economics (1989), and an M.B.A. from NYU Stern (1991) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.M. Warburg, Pincus & Co. | Investment professional focusing on media, communications, manufacturing | ~3 years prior to Oct 1993 | Coverage and deal execution across NA/UK sectors |
| Various portfolio boards (e.g., Also Energy, MAG Aerospace, NovaSource Power Services, Top Aces, Light Tower Rental, PEER 1 Network Enterprises, Hudson Valley Waste, Shepell•fgi, Sparkling Spring Water, Winters Brothers Waste Systems) | Director | Not disclosed | Operating oversight and governance for public/private companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clairvest Group Inc. (TSX: CVG) | CEO & Managing Director; Director | Since Oct 1993 (CEO tenure not separately disclosed) | Clairvest is a 19.97% shareholder of ACEL via affiliated funds |
| Charitable organizations (various) | Director | Not disclosed | Board service across multiple charities |
Board Governance
- Independence: The Board determined Rotman is independent under NYSE rules .
- Committee assignments: Not currently listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are composed of other directors as disclosed .
- Attendance: The Board met four times in FY2024; all directors attended all Board and committee meetings and the 2024 Annual Meeting .
- Tenure and election status: Class 3 director; standing for re-election in 2025—either a one-year term if declassification proposal passes or a three-year term if it does not .
- Board declassification (governance signal): The Board proposed declassification to enhance accountability, with annual elections phased in by 2027 .
Fixed Compensation
| Component | ACEL Policy | Rotman 2024 |
|---|---|---|
| Annual cash retainer | $65,000 for non-employee directors; can be deferred into RSUs | Elected RSUs in lieu of cash; cash fees reported as $— |
| Equity retainer (RSUs) | $140,000 grant value; annual vest | $209,450 stock awards (includes annual grant and RSUs in lieu of cash/fees) |
| Committee fees | Audit: $12,500 member / $25,000 chair; Compensation: $10,000 / $20,000; Nominating: $7,500 / $15,000 | Not applicable—no committee memberships disclosed |
| Compliance Committee meeting fees | $5,000 per meeting (subcommittee overseen by Nominating) | Not applicable—committee members named as Robinson and external consultants |
Performance Compensation
| Metric/Instrument | Structure | Disclosure for Directors |
|---|---|---|
| Performance Stock (PSUs) | Not used for directors | None disclosed for directors; equity is RSUs that time-vest |
| Options | Not part of standard director comp | None disclosed for directors in 2024; Rotman held no options |
| Performance metrics (EBITDA, TSR, ESG) | Used for executive STI/LTI, not directors | No director-specific performance metrics tied to compensation disclosed |
Other Directorships & Interlocks
| Entity | Interlock/Ownership Link | Governance Consideration |
|---|---|---|
| Clairvest Group Inc. | Clairvest funds own 16,898,868 ACEL shares (19.97%); Rotman is controlling stockholder of Clairvest | Significant shareholder representation on ACEL’s Board; Board still designates Rotman as independent |
Expertise & Qualifications
- Gaming industry and distributed gaming acumen via Clairvest’s portfolio and sector focus .
- Deep private equity experience (25+ years), with board roles across multiple operating companies .
- Formal education in economics/finance from Tufts, LSE, and NYU Stern .
Equity Ownership
| Category | Rotman | Notes |
|---|---|---|
| Total beneficial ownership (direct/indirect) | — (less than 1% personally) | Personal line shows “—”; Clairvest is a separate 19.97% holder where Rotman is controlling stockholder |
| Unvested RSUs (12/31/2024) | 18,470 | Annual RSU awards (and RSUs in lieu of cash) vest per program; 2024 annual grants vest Dec 31, 2024 |
| Options (exercisable/unexercisable) | None | No option awards shown for Rotman |
| Hedging/pledging | Prohibited | Insider trading policy forbids hedging and pledging of company stock |
Governance Assessment
- Positives: Strong attendance and engagement; independent designation despite major-shareholder affiliation; declassification initiative indicates improved accountability and investor-aligned governance posture .
- Alignment: Director fees commonly converted to RSUs; Rotman received equity-only compensation in 2024, enhancing “skin-in-the-game” alignment with shareholders .
- Potential conflicts (monitoring points): Rotman’s control of Clairvest, a 19.97% ACEL holder, creates an interlock that warrants ongoing oversight of related-party transactions and board independence rigor; ACEL’s policy requires committee review of any related party transactions, and none beyond indemnification agreements were disclosed for 2024–2025 .
- Risk indicators: No late Section 16 filings noted for Rotman; ACEL prohibits hedging/pledging; plan expressly disallows option repricing without stockholder approval, mitigating pay-structure red flags .