Business Context and Reporting Period
This Form 8-K filing by Accel Entertainment, Inc. (ACEL) is dated July 11, 2026. The report details the approval of executive compensation programs, specifically the 2026 Long Term Incentive (LTI) Program and the 2026 Short Term Incentive (STI) Program, by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structure and allocation of equity and cash incentive awards for named executive officers.
Material Changes and Program Details
2026 Long Term Incentive Program (LTI)
- Structure: Awards consist of 50% time-based Restricted Stock Units (RSUs) and 50% Performance-Based Restricted Stock Units (PSUs) at target. Executives may elect to increase PSU allocation up to 100%.
- RSU Vesting: Vests in equal annual installments of 33.3% on the first three anniversaries of February 25, 2026.
- PSU Performance Period: January 1, 2026, to December 31, 2028.
- PSU Metrics:
- Relative TSR (Default 30%): Based on total shareholder return vs. Russell 3000 Index. Payout ranges from 0% to 200% of target. Capped at target if absolute TSR is negative.
- Stock Price Goals (Default 70%): Based on achieving specific stock price targets for 20 consecutive trading days. Payout ranges from 50% to 300% of target, uncapped above extraordinary performance.
2026 Short Term Incentive Program (STI)
- Structure: 20% individual performance goals and 80% financial performance metrics.
- Financial Metrics: Earnings Per Share (EPS) (80%), Return on Net Assets (RONA) (10%), Capital Expenditures (5%), and IL Top Customer Retention (5%).
- Payout Range: EPS and RONA components range from 0% to 200% of target.
Named Executive Officer Awards
| Executive | Position | RSU Target | Stock Price Goal PSU Target | Relative TSR PSU Target | STI Target (% of Base) |
|---|---|---|---|---|---|
| Mark Phelan | COO & President - US Gaming (CEO effective Aug 7, 2026) | 41,313 | — | — | 100% |
| Scott Levin | Chief Legal Officer & Corporate Secretary | 16,222 | 24,956 | 7,267 | 65% |
| Brett Summerer | Chief Financial Officer | 6,612 | 4,629 | 1,984 | 65% |
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, management commentary on market conditions, or specific risk factors beyond the inherent performance risks of the incentive plans (e.g., stock price targets not being met). The document notes that Mark Phelan is scheduled to become Chief Executive Officer effective August 7, 2026.
Investor Verification Checklist
- Verify the specific stock price thresholds for the "Stock Price Goals" component of the PSUs, as the exact dollar amounts are not listed in this summary.
- Confirm the exact base salaries for the named executives to calculate the potential cash value of the STI awards.
- Review the full "Form of New Performance Based Restricted Stock Unit Award Agreement" (Exhibit 10.1) for detailed forfeiture and acceleration clauses.
- Monitor the transition of Mark Phelan to CEO effective August 7, 2026, and any subsequent changes to his compensation structure.