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Corporate Governance

This General Counsel Is Giving Up His Pandemic Pay

March 26, 2020, 7:20 PM

At least one in-house legal chief is giving up his pay as corporate leaders across the U.S. adjust to new ways of doing business in the era of Covid-19.

Accel Entertainment Inc. disclosed in a March 25 securities filing that general counsel and chief compliance officer Derek Harmer would join other top executives in “foregoing 100% of their base salaries” after the Illinois Gaming Board (IGB) shut down all video gaming terminals in the state until at least April 8 due to the new coronavirus.

Accel, which is based in the Chicago suburb of Burr Ridge, Ill., operates video gaming terminals and slot machines throughout the state. As a result of the IGB’s order and broader coronavirus measures—Illinois Gov. J.B. Pritzker on March 20 asked state residents to stay home—Accel said it needed to reduce its projected monthly cash expenses to $2-$3 million in order to “weather the temporary cessation of operations.”

Harmer joins Accel CEO Andrew Rubenstein and CFO Brian Carroll in relinquishing their base salaries until the company resumes operations, according to the filing. Harmer did not respond to a request for comment about the matter.

Big Business

Bloomberg data shows that Harmer owns Accel stock currently valued at roughly $1.11 million. Accel disclosed in a Feb. 27 securities filing that Harmer had been awarded 63,000 restricted stock units in the company, which has grown rapidly in recent years.

ProPublica reported earlier this month about Accel’s rise to become the largest U.S. video gambling operator.

In June 2019, private equity firm TPG Pace Holdings Corp., an affiliate of Fort Worth, Texas-based buyout giant TPG Capital LP, announced that it would acquire Accel and take the company public. Fenwick & West advised Accel on that deal, while Chicago-based law firm Much Shelist took the lead for Accel shareholders.

Much Shelist partner Jeffrey Rubenstein is the father of Accel CEO Andrew Rubenstein, as noted by the company in recent securities filings. Accel disclosed that it has paid nearly $1.51 million in legal fees between Jan. 1, 2017, and Dec. 31, 2019, to Much Shelist, which the company uses for general legal and business matters. Fenwick & West is currently representing Accel on its effort to go public.

A summary compensation table filed by Accel as part of that effort shows that Harmer earned $476,702 in total compensation during 2019, a slight increase from the $446,429 he received the year before. Harmer’s base salary was $308,751 last year and $274,683 in 2018. Harmer borrowed $154,397 from an Accel subsidiary in 2018 that was subsequently repaid, according to securities filings.

Prior to joining Accel in mid-2012, Harmer held several in-house legal jobs at other companies, having started his legal career in the late 1990s as a deputy attorney general in the gaming division of the Nevada Attorney General’s Office. That position saw Harmer work in-house with the Nevada Gaming Control Board and Nevada Gaming Commission, Accel said in securities filings.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Seth Stern at sstern@bloomberglaw.com

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