Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Form of Company Award Agreements
On February 27, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Accel Entertainment, Inc. (the “Company”) approved a form of Company Restricted Stock Unit Award Agreement (the “Form Restricted Stock Unit Award Agreement”) for restricted stock awards granted under the Accel Entertainment, Inc. Long Term Incentive Plan (the “LTIP”), and a form of Company Stock Option Award Agreement (the “Form Company Stock Option Award Agreement”, and together with the Form Restricted Stock Unit Award Agreement, the “Standard Agreements”) for stock option awards granted under the LTIP.
The foregoing descriptions of the Form Restricted Stock Unit Award Agreement and the Form Company Stock Option Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form Restricted Stock Unit Award Agreement and the Form Company Stock Option Award Agreement, a copy of each of which is filed as Exhibit 10.13 and 10.14 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Senior Executive and Leadership Grants
On February 27, 2020, the Compensation Committee approved the following grants under the LTIP in recognition of each of the following executive officers’ extraordinary contributions to the Company during the fiscal year ended December 31, 2019, including the negotiation, implementation and successful closing of the Agreement and Plan of Merger, dated June 13, 2019 (as amended) by and among the Company and TPG Pace Holdings Corp.: 110,000 restricted stock units (“RSUs”) and 165,000 options to acquire shares of the Company’s Class A-1 Common Stock (“Company Options”) to Andrew Rubenstein, the Company’s Chief Executive Officer and President; 42,000 RSUs and 63,000 Company Options to Derek Harmer, the Company’s General Counsel and Chief Compliance Officer; and 36,000 RSUs and 54,000 Company Options to Brian Carroll, the Company’s Chief Financial Officer. The foregoing grants are subject to the terms of the Standard Agreements and will vest over a five-year period, subject to the executive officer’s continued service with the Company.
Establishment of Vice Chairman Position
On February 27, 2020, the Nominating and Governance Committee of the Board recommended, and the Board approved, the establishment of the position of Vice Chairman of the Board to be filled by Mr. Gordon Rubenstein.
The position of Vice Chairman reflects Mr. Rubenstein significant additional responsibilities as compared to other Board members as a result of his substantial experience in the video gaming industry and as a co-founder of Accel and manager of Accel Entertainment Gaming LLC, a subsidiary of the Company and a regulated gaming entity in the state of Illinois. These responsibilities include acting as a resource to other members of the Board in respect of industry practices, competitive landscape, regulatory issues, business opportunities and other matters, and leading Board meetings in conjunction with the Chairman of the Board, Mr. Petersen, or acting in such capacity in his absence. In recognition of the additional leadership responsibilities and substantial time requirements of the Vice Chairman role, the Compensation Committee recommended, and the Board approved, a grant of 24,489 RSUs to Mr. Rubenstein in respect of his service as Vice Chairman of the Board for calendar year 2020. Details regarding the Company’s non-employee director compensation program will be described in the Company’s proxy statement for its 2020 annual meeting of shareholders.
In addition, on February 27, 2020, the Compensation Committee recommended, and the Board approved, the entry by the Company into an advisor agreement with Mr. Rubenstein dated as of February 28, 2020, (the “Advisor Agreement”), pursuant to which Mr. Rubenstein will serve as a strategic advisor to the Company and consult with and advise the Company’s senior management regarding, among other things, industry trends and opportunities, recruitment of executive leadership and other strategic aspects of the Company’s business, based on his particular industry knowledge and insight. As compensation for the services to be provided by Mr. Rubenstein pursuant to the Advisor Agreement, the Compensation Committee recommended, and the Board approved, a grant to Mr. Rubenstein of 90,000 Stock Options and 60,000 RSUs, which will vest over a 5-year period subject to Mr. Rubenstein’s continued service to the Company pursuant to the Advisor Agreement.
The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Advisor Agreement, a copy of which is filed as Exhibit 10.15 to this Current Report on Form 8-K and incorporated herein by reference.