Mark Phelan
About Mark Phelan
Mark Phelan is President, U.S. Gaming at Accel Entertainment (appointed October 2023) and previously served as Chief Revenue Officer since 2017; he also acted as Principal Financial Officer on an interim basis in August 2025, demonstrating broad operating and finance oversight . He holds a BA (English), MA (International Relations), and MBA (Booth) from the University of Chicago, and is age 56 with officer tenure since 2019 . Company performance in 2024 included revenue of $1.2B (+5.2% y/y) and Adjusted EBITDA of $189.1M (+4.2% y/y), while the pay-versus-performance TSR index showed $85.44 value of an initial $100 investment for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accel Entertainment | President, U.S. Gaming | 2023–present | Led U.S. Gaming operations; contributed to casino development approvals and design progress in Illinois . |
| Accel Entertainment | Chief Revenue Officer | 2017–2023 | Drove market expansion, including Georgia entry and acquisitions (Tom’s Amusement, Island Games); supported Century Gaming transaction scouting . |
| SFG Asset Advisors | Director of Research & Portfolio Manager | Not disclosed | Investment management experience; informs revenue optimization and capital allocation . |
| M22 Capital LLC | Chief Executive Officer | 2011–2013 | Led RIA serving HNW clients; applied analytical rigor to growth initiatives . |
| Piper Jaffray & Co. | Managing Director (Trading Desk for Convertible Bonds) | 2004–2011 | Capital markets expertise; enhances deal evaluation and financing strategy . |
| DRW Trading Group | Head of Asian Derivatives Trading | Not disclosed | Derivatives and risk management experience relevant to pricing and hedging policies . |
Fixed Compensation
| Item | 2023 | 2024 | Details |
|---|---|---|---|
| Base Salary ($) | $475,000 | $482,125 (+1.5%) | Employment agreement base $475,000 (amended Oct 6, 2023) . |
| Target Bonus (% of Salary) | 70% | 70% | Set by Compensation Committee; STI mechanics detailed below . |
| Actual Annual Bonus ($) | $385,500 | $383,000 | Committee applied discretion lowering financial payout to 94.44% . |
| Total Compensation ($) | $1,405,919 | $1,542,065 | Salary, stock awards, bonus, other compensation . |
Performance Compensation
Short-Term Incentive (STI) – 2024 Structure and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement vs Target | Payout Applied |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (AEBITDA) | 80% | $155.22M (85%) | $182.61M (100%) | $210.00M (115%) | $189.15M | 103.6% | Financial component approved at 94.44% after discretionary reduction . |
| Individual Goals | 20% | 50% payout at threshold | 100% payout | 200% cap | 100% for Phelan | Committee score: 20% | Approved at 20% . |
| Executive | 2024 Target Bonus ($) | 80% Financial Component Approved (%) | 20% Individual Component Approved (%) | Total % of Target Approved | Actual Bonus ($) |
|---|---|---|---|---|---|
| Mark Phelan | $334,802 | 94.44% | 20% | 114.44% | $383,000 |
Notes
- STI Financial Component payouts interpolate between 50–200% of target for 85–115% performance; individual component similarly 50–200% based on committee assessment .
- Committee reduced final STI financial payout to account for acquisitions and actions with immaterial but negative in-year expense impacts .
Long-Term Incentive (LTI) – 2024 Grants and PSU Framework
| Grant Type | Grant Date | Shares Granted | Grant Date Value ($) | Vesting / Performance Design |
|---|---|---|---|---|
| RSUs | 3/15/2024 | 28,938 | $328,157 | Multi-year vesting per plan; outstanding RSUs labeled by grant in FY-end table . |
| PSUs | 3/15/2024 | Target 28,938; Threshold 14,469; Max 57,876 | $328,157 | PSU payout based on three-year average of annual STI AEBITDA performance; approved annual performance percentages: 102.7% (2024), 104.9% (2023), feeding PSU calculus . |
Approved PSU three-year average methodology
- PSUs awarded in March 2023 and March 2024 pay out based on the average of the approved annual STI AEBITDA performance percentages over three successive one-year periods; 2023 and 2024 performance percentages approved at 104.9% and 102.7%, respectively .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 432,362 | Less than 1% of Class A-1 common stock outstanding . |
| Shares Outstanding (reference) | 84,628,372 | Basis for percentage calculation . |
| Stock Ownership Guideline | 1x base salary for executive officers | Applies to executives reporting to CEO; CEO 6x salary . |
| Hedging/Pledging Policy | Hedging and pledging prohibited, with limited exceptions; short sales and derivatives also prohibited | Reduces misalignment and leverage risk . |
| 2024 RSU Vesting and Option Exercise Activity | RSUs vested: 31,738 shares ($343,430 realized); options exercised: 10,313 shares ($66,172 realized) | Aggregated FY2024 realizations across events . |
| 2025 Form 4 (examples) | RSU settlement: 1,784 shares (Code M); tax withholding sale: 523 shares at $11.13 (Code F) | “F” reflects tax withholding, not discretionary open-market selling . |
Outstanding Equity Awards at FY-end (selected Phelan rows)
| Grant Date | Instrument | Unvested/Unearned Units (#) | Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/14/2023 | RSUs | 31,638 | $337,894 (at $10.68) | A&R LTIP schedules; multi-year vesting . |
| 3/14/2023 | PSUs | 21,092 | $225,263 (at $10.68) | Three-year PSU design linked to STI AEBITDA . |
| 3/15/2024 | RSUs | 28,938 | $309,058 (at $10.68) | Multi-year vesting per plan . |
| 3/15/2024 | PSUs | 28,938 | $309,058 (at $10.68) | Three-year PSU framework . |
| 7/13/2020 | Options (Exercisable) | 9,000 | N/A | 2016 Plan; 20% annual vest over five years; 12-month post-termination exercise window . |
| 3/14/2022 | Options | 19,624 Exercisable; 7,136 Unexercisable | N/A | Quarterly vesting cadence as specified under A&R LTIP . |
Notes
- FY-end market values use $10.68 closing price (Dec 29, 2024) .
- Two vesting frameworks cited: (i) Jan 1 tranches 2023–2025; and (ii) anniversary-based with subsequent quarterly installments, per footnotes .
Employment Terms
| Element | Term | Economics / Detail |
|---|---|---|
| Role | President, U.S. Gaming; reports to CEO | Agreement amended Mar 15, 2021; Feb 24, 2023; Oct 6, 2023 . |
| Base Salary | $475,000 (agreement) ; $482,125 in 2024 | Target annual equity 140% of base; target cash bonus 70% of base . |
| General Severance (no CIC) | Cash severance equal to base + target bonus paid over 12 months; up to 12 months COBRA | Non-compete and non-solicit during employment and 1 year post-termination . |
| CIC Treatment (estimated at 12/31/2024) | Cash severance $478,289; bonus $385,500; medical $16,140; accelerated vesting $1,394,018; total $2,273,947 | Assumes stock price $10.68 (Dec 29, 2024) . |
| Qualifying Termination (no CIC, estimated) | Cash $478,289; bonus $385,500; medical $16,140; total $879,929 | Assumes same $10.68 stock price for valuation . |
| Clawback | Incentive-based compensation subject to recoupment upon restatement | Aligns with SEC/NYSE and best practices . |
| Tax Gross-ups | No excise tax gross-ups; no single-trigger equity acceleration | Change-in-control program structured for best-practice governance . |
Performance & Track Record
- Geographic and asset expansion: Led Georgia market entry, acquisitions (Tom’s Amusement, Island Games), and contributed to Century Gaming transaction scouting; FY2025 casino development steps progressed with regulatory approvals and design finalization .
- 2024 operating results: Revenue $1.2B (+5.2% y/y) and Adjusted EBITDA $189.1M (+4.2% y/y); terminals and locations grew 5.0% and 3.9%, respectively .
- Capital returns: $143.6M repurchased under $200M program through 12/31/2024 .
- TSR indicator: Value of initial $100 investment at $85.44 for 2024 in pay-versus-performance table .
Compensation Structure Analysis
- Mix and leverage: Competitive base with majority of compensation at-risk via STI and LTI; STI anchored on AEBITDA (80%) plus individual component (20%) with caps at 200% .
- LTI design: Blend of RSUs and PSUs with multi-year vesting; PSUs tied to three-year average of annual STI AEBITDA performance, reinforcing sustained execution and alignment .
- Committee discretion: Financial component payout reduced in 2024 to reflect acquisitions and non-routine items—evidence of risk-aware compensation governance .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Ownership as % of outstanding | <1% of Class A-1 common stock . |
| Ownership guideline | 1x base salary for executive officers; CEO at 6x . |
| Hedging/pledging | Prohibited (hedging, short sales, pledging, derivative transactions) . |
| Trading windows/Form 4 patterns | 2024 vesting/exercises; 2025 RSU settlement and tax withholding sales (Code F), not discretionary open-market selling . |
Employment Contracts & Restrictive Covenants
- Term/at-will: Either party may terminate; standard at-will structure .
- Non-compete/non-solicit: One-year post-employment restrictions .
- Indemnification: Standard executive indemnification in place .
- Auto-renewal and consulting: Not disclosed; no garden leave terms disclosed in filings reviewed .
Governance, Peer Benchmarking, and Say-on-Pay
- Compensation Committee: Independent members oversee NEO pay; Aon engaged as independent consultant; peer market data informs decisions .
- LTI Plan Renewal: Board recommends approval of Second A&R LTIP to maintain competitive equity programs and retention; notes adverse impact if not approved .
- Say-on-Pay: Board recommends voting “FOR” advisory approval of NEO compensation; specific approval percentages not disclosed in the proxy .
Investment Implications
- Pay-for-performance linkage is tight: STI tied to AEBITDA with explicit thresholds/maximums and committee discretion to normalize for M&A/non-routine items; PSUs ride multi-year averages, reducing single-year volatility gaming .
- Retention risk appears contained: Competitive severance, clear non-compete, robust LTI mix, and stock ownership guidelines—combined with prohibited hedging/pledging—signal durable alignment; CIC math indicates material acceleration value that could influence deal-time incentives .
- Trading signals neutral: Recent Form 4 entries reflect RSU settlements and tax withholding (Code F) rather than discretionary selling; realized option/RSU values are modest relative to total equity, not indicating heavy selling pressure .
- Execution credentials: Demonstrated market expansion and asset development support a credible track record; 2024 revenue/EBITDA growth positive amid capital returns, which can sustain PSU outcomes and equity-based alignment if continued .