Peterson has served since 2017 and ACEL's 3-year TSR of +23% outperforms the peer group median by +18.7pp, well below the 65pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.

Philips has served since 2019 and the TSR trigger does not apply given strong positive absolute returns and only +18.7pp outperformance versus peers; she brings relevant senior management and legal/financial experience and serves as a fully independent director.

Robinson has served since 2020 and no TSR trigger applies; she brings entrepreneurial, gaming-regulatory, and consumer industry experience and is classified as independent with no attendance or overboarding concerns.

Rotman has served since 2019 and no TSR trigger applies; he brings deep private equity and gaming industry expertise, and while he is a Clairvest designee under a nominating agreement, he is classified as independent by the board with no disqualifying flags.

Rubenstein is the founding CEO and has served as a director since 2010; the TSR trigger does not apply as ACEL outperforms the peer median over three years, and his compensation program passes the policy screens independently — no basis for an against vote on the director election.

Wardinski is a new nominee and is therefore fully exempt from the TSR trigger under the 24-month new-director exemption; he brings extensive hospitality, real estate, and public-company board governance experience relevant to the company's expansion strategy.