Business Context and Reporting Period
This Form 8-K Current Report was filed by Accel Entertainment, Inc. on November 10, 2021. The filing addresses Item 5.02 regarding the departure of a senior officer and the execution of a new employment agreement.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained herein relates exclusively to the compensation and severance arrangements for the departing Chief Financial Officer.
Material Changes
The primary material change disclosed is the announced retirement of Brian Carroll, the Company's Chief Financial Officer, effective April 2022. Mr. Carroll has served in this role since 2014. A Second Amended and Restated Employment Agreement was executed on November 10, 2021, to govern his transition.
Outlook, Management Commentary, and Risks
Mr. Carroll will remain in his current role until a successor is hired and will assist in the transition. He will then serve as a non-executive management advisor until December 29, 2023. The agreement includes specific compensation terms and severance protections if employment is terminated without Cause or for Good Reason. The filing notes a one-year post-termination non-competition and non-solicitation covenant.
- Base Salary: $160,000 annually starting on the Commencement Date.
- 2021 Incentive Payment: $400,000.
- 2023 Incentive Payment: $200,000, contingent on continued employment through the Termination Date.
- Severance: Upon termination without Cause or for Good Reason, Mr. Carroll is entitled to accrued salary through the Termination Date, unpaid incentive payments, and continued healthcare coverage, subject to a release of claims.
Investor Verification Checklist
- Verify the exact date Brian Carroll ceases to serve as Chief Financial Officer (earlier of April 30, 2022, or the start date of the new CFO).
- Confirm the total potential cash compensation and severance liability associated with the transition agreement.
- Monitor the Company's progress in identifying and hiring a new Chief Financial Officer.
- Review the full text of the Second Amended and Restated Employment Agreement (Exhibit 10.12(B)) for detailed definitions of "Cause" and "Good Reason."