ACCEL ENTERTAINMENT, INC., DEF 14A filed on 4/21/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ACCEL ENTERTAINMENT, INC.
Entity Central Index Key 0001698991
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary Compensation Table Total for PEO(1)
($)
Compensation Actually Paid to PEO(1),(2),(3)
 ($
Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)
Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3)
 ($)
Value of Initial Fixed $100 Investment Based On:(4)
Net Income ($ Millions)
Adjusted EBITDA(5)
 ($ Millions)
Total Shareholder Return ($)Peer Group Total Shareholder Return ($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2024$3,815,620$3,314,690$1,277,773$1,309,556$85.44$98.63$35.3$187.6
20235,834,4988,940,5911,309,5071,718,87282.16106.6845.6181.4
20223,796,195475,6201,213,285(893,684)61.6082.8674.1162.4
20213,537,0835,169,8691,479,3512,785,193104.16110.7131.6139.7
20204,600,8433,713,8061,421,2531,028,79480.80112.35(0.4)33.9
        
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote Andrew Rubenstein was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
20202021202220232024
Brian Carroll
Michael MarinoMathew EllisMathew EllisMathew Ellis
Derek Harmer
Derek HarmerBrian CarrollDerek HarmerDerek Harmer
Derek HarmerMark PhelanMark Phelan
Mark Phelan
Michael Marino
        
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the Russell 3000 Casinos & Gambling Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Russell 3000 Casinos & Gambling Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
PEO Total Compensation Amount $ 3,815,620 $ 5,834,498 $ 3,796,195 $ 3,537,083 $ 4,600,843
PEO Actually Paid Compensation Amount $ 3,314,690 8,940,591 475,620 5,169,869 3,713,806
Adjustment To PEO Compensation, Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The fair value for the 2023 market-condition performance awards was determined using the Mote Carlo simulation
YearSummary Compensation
Table Total for
PEO
($)		Exclusion of
Stock Awards and
Option Awards for
PEO
($)		Inclusion of
Equity Values for
PEO
($)		Compensation
Actually Paid to
PEO
($)
2024$3,815,620$(1,825,853)$1,324,923$3,314,690

YearAverage Summary Compensation
Table Total for
Non-PEO NEOs
($)		Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)		Average Inclusion of
Equity Values for
Non-PEO NEOs
($)		Average Compensation
Actually Paid to
Non-PEO NEOs
($)
2024$1,277,773$(520,703)$552,486$1,309,556
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for
PEO
($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for
PEO
($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO
($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for
PEO
($)		Total - Inclusion of
Equity Values for
PEO
($)
2024$1,779,772$(520,431)$65,582$—$1,324,923

YearAverage Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for
Non-PEO NEOs
($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for
Non-PEO NEOs
($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for
Non-PEO NEOs
($)		Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for
Non-PEO NEOs
($)		Total - Average Inclusion of
Equity Values for
Non-PEO NEOs
($)
2024$507,561$17,010$27,915$—$552,486
        
Non-PEO NEO Average Total Compensation Amount $ 1,277,773 1,309,507 1,213,285 1,479,351 1,421,253
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,309,556 1,718,872 (893,684) 2,785,193 1,028,794
Adjustment to Non-PEO NEO Compensation Footnote Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The fair value for the 2023 market-condition performance awards was determined using the Mote Carlo simulation
YearSummary Compensation
Table Total for
PEO
($)		Exclusion of
Stock Awards and
Option Awards for
PEO
($)		Inclusion of
Equity Values for
PEO
($)		Compensation
Actually Paid to
PEO
($)
2024$3,815,620$(1,825,853)$1,324,923$3,314,690

YearAverage Summary Compensation
Table Total for
Non-PEO NEOs
($)		Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)		Average Inclusion of
Equity Values for
Non-PEO NEOs
($)		Average Compensation
Actually Paid to
Non-PEO NEOs
($)
2024$1,277,773$(520,703)$552,486$1,309,556
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for
PEO
($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for
PEO
($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO
($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for
PEO
($)		Total - Inclusion of
Equity Values for
PEO
($)
2024$1,779,772$(520,431)$65,582$—$1,324,923

YearAverage Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for
Non-PEO NEOs
($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for
Non-PEO NEOs
($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for
Non-PEO NEOs
($)		Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for
Non-PEO NEOs
($)		Total - Average Inclusion of
Equity Values for
Non-PEO NEOs
($)
2024$507,561$17,010$27,915$—$552,486
        
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”), and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Russel 3000 Casino & Gambling Industry Index over the same period.



PEO and Average NonPEO Compensation TSR.jpg
        
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.


PEO and Average Non PEO NEO Compensation NetIncome.jpg
        
Compensation Actually Paid vs. Company Selected Measure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.

PEO and Average NonPEO Compensation AEBITDA.jpg
        
Total Shareholder Return Amount $ 85.44 82.16 61.60 104.16 80.80
Peer Group Total Shareholder Return Amount 98.63 106.68 82.86 110.71 112.35
Net Income (Loss) $ 35,300,000 $ 45,600,000 $ 74,100,000 $ 31,600,000 $ (400,000)
Company Selected Measure Amount 187,600,000 181,400,000 162,400,000 139,700,000 33,900,000
PEO Name (1)Andrew Rubenstein        
Additional 402(v) Disclosure The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description We determined Adjusted EBITDA (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.        
Measure:: 2          
Pay vs Performance Disclosure          
Name revenues        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 1,324,923        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,825,853)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,779,772        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (520,431)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 65,582        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 552,486        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (520,703)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 507,561        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,010        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 27,915        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true