DEF 14A 1 ny20002652x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under to §240.14a-12

PAR TECHNOLOGY CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, New York 13413

April 20, 2022

Dear Fellow Stockholder:

I am pleased to invite you to PAR Technology Corporation’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Friday, June 3, 2022 at 10:00 a.m. (Eastern Time). The Annual Meeting will be a completely virtual meeting. You will be able to attend and participate in the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/PAR2022, where you will be able to vote your shares electronically and submit questions. Information about how to attend and participate in the Annual Meeting is included in the accompanying proxy materials.

The attached Notice of 2022 Annual Meeting of Stockholders and proxy statement describe the formal business that we will transact at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares by telephone, by the Internet or, if you received a printed copy of the proxy materials, by completing, signing and dating your proxy card and returning it in the envelope provided. Voting by proxy now will not limit your right to change your vote or to attend the Annual Meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support, interest and investment in PAR Technology Corporation.

Sincerely,

Savneet Singh, Chief Executive Officer and President

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PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, New York 13413

NOTICE OF

2022 ANNUAL MEETING OF STOCKHOLDERS

Dear PAR Technology Corporation Stockholder:

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”) will be held as follows:

Date:			Friday, June 3, 2022

Time:			10:00 a.m. (Eastern Time).

Meeting:			The Annual Meeting will be a completely virtual meeting.

			To attend and participate in the Annual Meeting, if you are a registered holder, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. If you are a beneficial owner and your shares are registered in the name of a broker, bank, or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Stockholders will be able to vote and submit questions during the Annual Meeting.

Place:			Virtual-only via the Internet at www.virtualshareholdermeeting.com/PAR2022.

Record Date:			April 11, 2022.

Items of Business:			To elect the six (6) director nominees named in the accompanying proxy statement to serve until the 2023 annual meeting of stockholders;

			To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

			To approve an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan;

			To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022; and

			To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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A complete list of registered stockholders will be available at least 10 days prior to the Annual Meeting at our corporate headquarters, 8383 Seneca Turnpike, New Hartford, New York 13413. This list will also be available for examination by stockholders of record during the Annual Meeting at www.virtualshareholdermeeting.com/PAR2022.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to Be Held on Friday, June 3, 2022 at 10:00 a.m. (Eastern Time).

This Notice of 2022 Annual Meeting of Stockholders, Proxy Statement, and 2021 Annual Report on

Form 10-K are available at www.proxyvote.com.

By Order of the Board of Directors,

Savneet Singh,

Chief Executive Officer and President

New Hartford, New York

April 20, 2022

Whether or not you plan to attend the Annual Meeting, please vote your shares by telephone, by the Internet or, if you received a printed copy of the proxy materials, by completing, signing and dating your proxy card and returning it in the envelope provided. Voting by proxy now will not limit your right to change your vote or to attend the Annual Meeting.

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Proxy Statement			1
Information About the Proxy Materials and Voting			1
Proposal 1 - Election of Directors			5
Directors			5
Corporate Governance			7
Environmental, Social and Governance			10
Report of the Audit Committee			12
Transactions with Related Persons			12
Director Compensation			14
Executive Officers			15
Security Ownership of Certain Beneficial Owners and Management			17
Compensation Discussion and Analysis			19
Compensation Committee Report			29
Proposal 2 - Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers			37
Proposal 3 - Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan			38
Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditors			43
Principal Accounting Fees and Services			44
Equity Compensation Plan Information			45
2023 Annual Meeting			46
Amendment to Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan			Appendix A-1

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PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, New York 13413

April 20, 2022

2022 ANNUAL MEETING OF STOCKHOLDERS

To be held June 3, 2022

PROXY STATEMENT

This proxy statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at our Annual Meeting of Stockholders to be held on Friday, June 3, 2022 at 10:00 a.m. (Eastern Time) virtually via the Internet at www.virtualshareholdermeeting.com/PAR2022. This proxy statement and proxy card or Notice of Internet Availability of Proxy Materials are first being sent or made available to our stockholders on or about April 20, 2022.

INFORMATION ABOUT THE PROXY MATERIALS AND VOTING

Who is entitled to notice and to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on April 11, 2022, the record date, are entitled to notice of, and to vote at, the Annual Meeting. On April 11, 2022, there were 27,058,804 shares of common stock outstanding. Each share of common stock is entitled to one vote.

Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).

As permitted by the rules of the Securities and Exchange Commission (“SEC”), on or about April 20, 2022, we sent the Notice to our stockholders of record as of April 11, 2022. Stockholders will have the ability to access the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”), on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice, including an option to request paper copies on an ongoing basis. The Notice also instructs you on how to vote through the Internet or by telephone.

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies. We will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. Certain of our directors, officers and employees, without additional compensation, may also solicit proxies on our behalf in person, by telephone, or by electronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a fee of $8,000 plus out-of-pocket expenses.

Stockholder of Record; Shares Registered in Your Name.

If on April 11, 2022 your shares were registered directly in your name, then you are a stockholder of record and you may vote on the matters to be voted upon at the Annual Meeting. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by your proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/PAR2022 and vote your shares if you have already voted by proxy (see “Can I change my vote after submitting my proxy?” below).

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Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.

If on April 11, 2022 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization, which is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. Beneficial owners whose voting instruction form or the Notice indicates that they may vote their shares through the http://www.proxyvote.com website may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or the Notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. If you have any questions about your control number or how to obtain one, please contact the broker, bank or other nominee that holds your shares.

Participating in the Annual Meeting.

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location.

The meeting will be conducted via an audio webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2022 and enter the 16-digit control number included on your Notice or on your proxy card or voting instruction form, or otherwise provided to you by your broker, bank or other nominee. You may begin to log into the meeting platform beginning at 9:45 a.m., Eastern Time, and the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on June 3, 2022.

If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2022, type your question into the “Ask a Question” field, and click “Submit.” We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Matters to be voted on at the Annual Meeting.

We are asking our stockholders to consider and vote on the following matters:

•	Proposal 1:	Election of the six (6) director nominees named in this proxy statement to serve until the 2023 annual meeting of stockholders;
•	Proposal 2:	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
•	Proposal 3:	Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan;
•	Proposal 4:	Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022; and
•	Other business, if properly raised.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals named on the proxy card will vote your shares in their discretion on such matters.

How do I vote my shares?

Stockholders may vote their shares over the Internet, by telephone or during the Annual Meeting by going to www.virtualshareholdermeeting.com/PAR2022. If you requested and/or received printed proxy material, including a printed version of the proxy card, you may also vote by mail.

•

By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on June 2, 2022. If you are a beneficial owner, the availability of online voting may depend on the voting procedures of the organization that holds your shares.

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•

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on June 2, 2022. If you are a beneficial owner, the availability of phone voting may depend on the voting procedures of the organization that holds your shares.

•	By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating the proxy card received and returning it in the prepaid envelope.

•

During the Annual Meeting. You may vote during the Annual Meeting by going to www.virtualshareholdermeeting/PAR2022. You will need the 16-digit control number included on your Notice or on your proxy card or voting instruction form or otherwise provided to you by your broker, bank or other nominee. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting.

Can I change my vote after submitting my proxy?

Yes, if you are a stockholder of record, you can revoke your proxy prior to its exercise at the Annual Meeting by:

•	Submitting another completed and signed proxy card bearing a later date;

•	Granting a subsequent proxy by telephone or through the Internet;

•	Giving written notice of revocation to PAR Technology Corporation’s Corporate Secretary; and

•	Attending the Annual Meeting and voting by following the instructions described in this proxy statement. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current vote will be counted. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.

What constitutes a quorum?

A majority of the shares of our common stock outstanding and entitled to vote on April 11, 2022 must be present at the Annual Meeting to constitute a quorum and to conduct business at the Annual Meeting. For purposes of determining whether a quorum exists, shares represented by proxy and in attendance online at the Annual Meeting, as well as any abstentions and broker non-votes will be counted for purposes of establishing a quorum. An “abstention” occurs when a stockholder affirmatively declines to vote on a proposal. A broker non-vote occurs when shares held by a broker, bank or other nominee in “street name” are not voted with respect to one or more proposals because the nominee did not receive voting instructions from the beneficial owner of the shares on non-routine proposals for which the nominee lacks discretionary voting power to vote the shares.

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What vote is required to approve each proposal?

Election of Directors

“For” or “Withhold”

A plurality of votes cast (which means the six (6) director nominees receiving the most “For” votes will be elected).

“Withhold” votes and broker non-votes will have no effect on the results.

Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers

“For”, “Against” or “Abstain”

A vote “For” by a majority of votes cast.

Abstentions and broker non-votes will have no effect on the results.

This advisory vote on executive compensation is non-binding on the Board.

Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to Increase the Number of Shares of Common Stock available to be issued under the plan

“For”, “Against” or “Abstain”

A vote “For” by a majority of votes cast.

Abstentions and broker non-votes will have no effect on the results.

Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditors for the fiscal year ending December 31, 2022

“For”, “Against” or “Abstain”

A vote “For” by a majority of votes cast.

Abstentions will have no effect on the results of the vote.

Brokers, banks and other nominees have discretionary authority to vote on this proposal.

What if I return a proxy card but do not make specific choices?

All properly signed proxies returned in time to be counted at the Annual Meeting will be voted by the named proxies at the Annual Meeting. Where you have specified how your shares should be voted on a matter, your shares will be voted in accordance with your instructions; if you properly sign your proxy card, but you do not indicate how your shares should be voted on a matter, your shares will be voted as the Board recommends. The Board recommends a vote “For” the six (6) director nominees identified in Proposal 1 and “For” Proposals 2-4.

What is “householding” and how does it work?

If you are the beneficial owner of shares held in “street name”, the broker, bank, or other nominee that holds your shares may deliver a single Notice of 2022 Annual Meeting of Stockholders, proxy statement and 2021 Annual Report, along with individual proxy cards, or individual voting instruction forms to any household at which two or more stockholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials stockholders receive and reduces mailing expenses. Stockholders may revoke their consent to future householding mailings or enroll in householding by contacting Broadridge Financial Solutions by calling 1-866-540-7095, or by writing to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717, Attn: Householding Department. If you wish to receive a separate set of proxy materials for this year’s Annual Meeting, we will deliver them promptly upon request to Attn: Investor Relations, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413 or (315) 738-0600.

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PROPOSAL 1 – ELECTION OF DIRECTORS

The Board of Directors is set at six (6) directors, and at the Annual Meeting stockholders will vote to elect the six (6) director nominees to serve until the 2023 annual meeting of stockholders. All director nominees have been nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee (“NCGC”). Each director nominee was elected by our stockholders at the 2021 annual meeting of stockholders. The Board has no reason to believe that any of the director nominees are unable or unwilling to serve, and each director nominee has consented to be named in this proxy statement and to serve if elected.

Director Nominees

The following table sets forth information about the Company’s directors, who are also the director nominees:

Directors and Director Nominees	Age	Director Since	Positions and Offices	Independent⁽¹⁾
Savneet Singh	38	2018	Chief Executive Officer and President of the Company and President of ParTech, Inc.	No
Keith E. Pascal	57	2021		No
Douglas G. Rauch	70	2017		Yes
Cynthia A. Russo	52	2015		Yes
Narinder Singh	48	2021		Yes
James C. Stoffel	76	2017		Yes

(1)	Independent under the listing standards of the New York Stock Exchange (the “NYSE”) and our Corporate Governance Guidelines.

The Board of Directors unanimously recommends a vote “For” the election to the Board of each of the above director nominees.

DIRECTORS

Directors and Director Nominees

Below are summaries of the background, business experience and description of the principal occupation of our directors, who are also the director nominees.

Savneet Singh. Mr. Singh’s biographical information is set forth below under “Executive Officers”.

Keith E. Pascal. Mr. Pascal has served as Vice President and Secretary of Act III Holdings, LLC, a Boston-based investment fund, since March 2018. In addition, since 2008, Mr. Pascal has served as President and Founder of 12:51:58 MW LLC, a provider of an enterprise software platform for global restaurant and retail operators. From January 2015 to March 2018, Mr. Pascal worked for Panera Bread where he served as a consultant and was named Chief Concept Officer in November 2017. Mr. Pascal served as CEO of Goji, a developer of high-tech cooking technology, from 2010 to 2012, as the CEO of Torex Retail PLC Hospitality Division from 2006 to 2008, and as Founder and CEO of Savista, a point of sale software and business process outsourcing company serving the global restaurant industry, from 1999 to 2006. Mr. Pascal started his career in operations at McDonald’s Corp. In addition, Mr. Pascal has served as a director of BJ’s Restaurants, Inc. (NASDAQ: BJRI) since May 2020. He brings over 30 years of restaurant operations and executive experience, with both privately-held and publicly-held national restaurant chains, and significant experience in the restaurant industry, as both an investor and as a director.

Douglas G. Rauch. Mr. Rauch spent 31 years with Trader Joe’s Company, the last 14 years as a President until his retirement in June 2008. Since June 2015, Mr. Rauch has served as the Founder/President of Daily Table, an innovative non-profit retail solution to bring affordable nutrition to the food insecure in Boston’s inner city. He previously served as CEO of Conscious Capitalism, Inc. from August 2011 to July 2017, where he continues to serve as a director. Since February 2020, Mr. Rauch has served as a director of Sprouts Farmers Market, Inc. (NASDAQ: SFM), a grocery store offering affordable, fresh, natural and organic products, where he serves as the Chair of the Audit Committee. From October 2009 to October 2019, Mr. Rauch served as a trustee at the Olin College of Engineering and he serves as a director or as an advisory board member of several for

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profit and non-profit companies. Mr. Rauch brings extensive knowledge and operational experience in the food service/grocery industry and strategic implementation and leadership skills providing insights and perspectives important to us as a provider of technology solutions to restaurants and retail.

Cynthia A. Russo. Ms. Russo has more than 25 years’ experience in financial and operations management with global, growth technology companies. Since June 2019, Ms. Russo has served as a director of Verra Mobility Corporation (NASDAQ: VRRM), a provider of smart mobility technology solutions and services throughout the United States, Canada and Europe, where she serves on the Audit and Compensation Committees. Since 2021, Ms. Russo has served as director of UserTesting, Inc. (NYSE: USER), an on-demand human insight platform that enables organizations to deliver a better customer experience, where she serves as the chair of the Audit Committee. Ms. Russo is also a director of Verifone, Inc., a global unified platform that provides customers a seamless payment experience with any payment method, where she serves as the Audit Committee chair and a member of the Compensation Committee. Ms. Russo previously served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NASDAQ: CVT), a cloud-based enterprise event management platform, from September 2015 to September 2018. Prior to that, Ms. Russo served as Executive Vice President and CFO of MICROS Systems, Inc., a global, public enterprise information system software, hardware and services company for retail and hospitality industries (NASDAQ: MCRS). During her 19 years at MICROS, Ms. Russo served in a variety of senior financial roles until MICROS Systems’ acquisition by Oracle in September 2014. Ms. Russo holds a bachelor’s degree in business administration from James Madison University and is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo brings significant financial accounting expertise, executive leadership and operational and risk management experience to our Board.

Narinder Singh. Mr. Singh has served as the Co-founder and Chief Executive Officer of LookDeep Health since March 2019. Prior to that, he served as a Co-founder and President of Topcoder and a member of the board of directors of Appirio Inc., a leader in cloud and emerging technologies from September 2006 until its acquisition by Wipro Limited in November of 2016. Mr. Singh served in various roles at Appirio, including leading strategy, research and development, marketing and international for the company. Prior to working at Appirio, Mr. Singh worked at SAP SE in the Office of the CEO as a part of the Corporate Strategy Group from July 2004 to September 2006. While at SAP SE, Mr. Singh led initiatives on sales, maintenance and competitive strategies. From November 1998 to March 2004, Mr. Singh managed research and development, sales, and marketing activity as Vice President and General Manager at webMethods focusing on integration, BPM and workflow technologies. Mr. Singh began his career with Accenture PLC in September 1995 at its Center for Strategic Technology and worked there until November 1998. Mr. Singh holds a Bachelor of Science from Northwestern University, an MBA from the Wharton School of Business and a Masters in Translational Medicine through a collaborative program at University of California – San Francisco and University of California - Berkeley. Mr. Singh is also a co-founder of and current chairman of the board of the Sikh Coalition. Mr. Singh brings an extensive background in technology and significant leadership and management experience, including expertise in the areas of software development and strategy.

James C. Stoffel. Since 2006 Mr. Stoffel has been a senior advisor to private equity and board member of multiple public companies. From 2011 to 2019 he also served as Co-Founding General Partner of Trillium International, a private equity firm focused on growth equity investments in technology companies. From 1997 – 2005, Mr. Stoffel held various senior executive positions at Eastman Kodak Company, including as Senior Vice President, Chief Technical Officer; Director of Research and Development; and Vice President, Director Electronic Imaging Products Research and Development. Prior to Eastman Kodak Company, Mr. Stoffel had a 20-year career with Xerox Corporation, serving as Vice President of Corporate Research and Technology; Vice President and General Manager of Advanced Imaging Business Unit; Vice President and Chief Engineer; and other executive positions. Since January 2007, Mr. Stoffel has served on the board of directors of Aviat Networks, Inc. (NASDAQ:AVNW), where he chairs the Compensation Committee and previously served as a lead independent director from July 2010 to February 2015. From 2003 until his retirement in October 2018, Mr. Stoffel served on the board of directors of Harris Corporation (NYSE: HRS, now L3 Harris Technologies, Inc. (NYSE: LHX)). Mr. Stoffel is a Life Fellow of the Institute of Electrical and Electronics Engineers and Trustee Emeritus of the George Eastman Museum. Mr. Stoffel’s technology management expertise, his general management experience, his investment and capital markets expertise, and his extensive public company board experience, provides us with valuable perspectives, capabilities, and knowledge critical to our strategy, management, and corporate governance. Mr. Stoffel serves as Lead Director of the Board of Directors of the Company.

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CORPORATE GOVERNANCE

Director Independence. Each of our directors, other than Savneet Singh and Keith E. Pascal, has been determined by the Board to be “independent” under the listing standards of the NYSE and meets the additional independence standards of the NYSE with respect to the Board committees on which he or she serves. Our independent directors are identified in the table on page 5 of this proxy statement.

Board Meetings and Attendance. During the 12-month period ended December 31, 2021, the Board held 17 meetings. Each director attended at least 75% of the meetings of the Board and the committees on which he or she served during the portion of 2021 for which he or she was a director or committee member. The Company encourages directors to attend the annual meetings of stockholders, but such attendance is not required. Three of our directors who served during 2021 attended the 2021 annual meeting of stockholders.

Board Leadership Structure. James C. Stoffel currently serves as Lead Director of our Board. As Lead Director, Mr. Stoffel performs the function of the Chairman of the Board. The Board believes that separating the roles of Lead Director and Chief Executive Officer is appropriate because it enables our Chief Executive Officer to focus on the day-to-day operations of the Company while our Lead Director provides independent leadership to the Board. Our Lead Director’s independence uniquely situates him to represent the interests of our stockholders and provide independent evaluation and oversight of our management. He presides over all Board meetings, including executive sessions without the presence of management. He regularly communicates with our Chief Executive Officer and liaisons between our non-management directors and management, including our Chief Executive Officer, to help ensure that our non-management directors are fully informed and able to discuss and debate among themselves and with management the issues that they deem important.

Board Oversight of Risk Management. Our Board does not have a separate risk management committee; rather the full Board manages the risk oversight function, with certain areas addressed by committees of the Board where such risks are inherent in a committee’s purview. In particular, our Audit Committee oversees our guidelines, policies and processes established by management relating to our financial statements and financial reporting processes. The Audit Committee oversees the internal audit function and meets regularly with senior management and our independent auditors concerning our financial statements and financial reporting processes, including our internal control over financial reporting and the effectiveness of such processes and controls. The Audit Committee regularly meets with management to discuss and assess management’s guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures, including the nature and level of risk appropriate for the Company and management’s strategies and mitigation efforts. The Audit Committee, typically in joint session with the full Board, regularly meets and receives reports from our cybersecurity, information technology and compliance groups regarding our systems, data security and compliance with legal and regulatory matters. The Audit Committee also has oversight of the review and approval of related party transactions. Our NCGC focuses on risks associated with our corporate governance policies and practices and environmental, social and governance (“ESG”) matters.

Code of Conduct. Our Code of Conduct (the “Code of Conduct”) is applicable to all our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, other senior financial officers and other executive officers. The Code of Conduct is posted on our website at www.partech.com/investor-relations/. Any substantive amendments to the Code of Conduct or waivers granted to our directors, Chief Executive Officer, Chief Financial Officer, other senior financial officers or other executive officers will be disclosed by posting on our website.

Hedging Transactions. Our Compliance Handbook, which applies to all our employees, officers and directors prohibits hedging or monetization transactions in our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds that permit holders to own our securities without the full risks and rewards of ownership.

Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at www.partech.com/ investor-relations/. Our Corporate Governance Guidelines contain independence standards, which are substantially similar to and consistent with the listing standards of the NYSE, and policies relating to our corporate governance. These guidelines are reviewed no less frequently than annually by the Board and NCGC and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon approval by the Board.

Communication with the Board. Interested parties may send written communication to the Board as a group, the independent directors as a group, the Lead Director (James C. Stoffel), or to any individual director by

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sending the communication c/o Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413. Upon receipt, the communication will be delivered to Director Stoffel (Lead Director) or to the independent directors as a group. If the communication is addressed to an individual director, the communication will be delivered to that director. All communications regarding financial accounting, internal controls, audits, and related matters will be referred to the Audit Committee. Interested parties may communicate anonymously if they so desire.

Committees. Our Board had four committees — the Audit Committee, Compensation Committee, Mergers and Acquisitions Committee and NCGC. Each Board committee operates under a written charter that has been approved by the Board. Current copies of each committee’s charter are posted on our website at www.partech.com/investor-relations/.

The following table provides information about each of the Board committees.

Keith E. Pascal

—

Douglas G. Rauch

—

Chair

Cynthia A. Russo

Chair

—

James C. Stoffel

Chair

Narinder Singh

—

Chair

Savneet Singh

—

Total Meetings in 2021

(3)

(1)	Committee members are independent under the listing standards of the NYSE, Rule 10A-3 of the Securities Exchange Act of 1934 (“Exchange Act”), and as defined in the Audit Committee’s charter.

(2)	Committee members are independent under the listing standards of the NYSE and as defined in the Compensation Committee’s charter.

(3)	The Mergers and Acquisitions Committee was formed on February 8, 2022.

(4)	Committee members are independent under the listing standards of the NYSE and as defined in the NCGC’s charter.

Compensation Committee. The Compensation Committee oversees and administers our executive compensation programs. The Compensation Committee is also charged with overseeing the Company’s human capital strategies and policies, including diversity and inclusion, workplace environment, and culture. The Compensation Committee’s other primary responsibilities include:

•	Review and approve the goals and objectives relevant to our CEO’s compensation, evaluate the CEO’s performance, and determine and approve our CEO’s compensation, including incentive compensation;

•	Overseeing the administration of our compensatory plans, including incentive compensation arrangements and, where appropriate, make recommendations to the Board regarding amendments to existing plans or the adoption of new compensation plans;

•	Review and approve the compensation of our other named executive officers and certain other officers; and

•	Review and recommend to the Board the compensation of our non-employee directors.

The Compensation Committee has the authority to retain, oversee and compensate third party compensation consultants, legal counsel, or other advisers to assist the Committee in fulfilling its responsibilities. During the fiscal year ended December 31, 2021 (“FY 2021”), the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its compensation consultant to assist it in recommending the form and amount of executive and non-employee director compensation for FY 2021. Among other things, with respect to our FY 2021 compensation programs, the Compensation Committee asked Pearl Meyer to:

•

Perform an assessment as to the competitiveness of our executive compensation including total cash compensation (base salary and short-term incentive compensation (cash bonus)) and equity compensation (including structural considerations, equity components and performance matrices), relative to our peer group and broader survey data;

•	Review and recommend updates to our peer group;

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•	Conduct an assessment of the competitiveness of our non-employee director compensation;

•	Provide legislative and regulatory updates, including compensation trends;

•	Review and provide guidance on the Compensation Discussion and Analysis and proxy advisor reports;

•	Provide guidance on stockholder outreach; and

•	Provide guidance on the Company’s human capital strategy.

Prior to engaging Pearl Meyer, the Compensation Committee considered information relevant to confirm Pearl Meyer’s independence from the Board and management. Additional information regarding the services provided by Pearl Meyer can be found below under “Compensation Discussion and Analysis – Role of Compensation Consultant.”

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is charged with overseeing the Company’s policies, activities, opportunities, and other initiatives relating to sustainability and social responsibility in the context of the Company’s business. The NCGC’s other primary responsibilities include:

•	Develop and regularly review our Code of Conduct and Corporate Governance Guidelines;

•	Regularly evaluate the size and composition of the Board;

•	Identify and recommend qualified director candidates to the Board; and

•	Evaluate director independence and financial literacy.

The NCGC considers potential director candidates from many sources including stockholders, current directors, management, and others. Stockholder recommendations of director candidates should be sent to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413. Regardless of the source of the recommendation, the NCGC screens all director candidates in the same manner. In identifying and considering candidates, the NCGC considers the criteria set out in the Corporate Governance Guidelines, which include specific characteristics, abilities and experience considered relevant to the Company’s businesses, including:

•	Business leadership with special expertise;

•	Skills in areas of perceived need from time to time;

•	Commitments that could materially interfere with the director’s obligations to the Company;

•	Skills compatible with our business objectives;

•	Character and integrity;

•	Inquiring mind and vision;

•	A judicious and critical temperament; and

•	Commitment to building sound, long-term growth.

In addition, the NCGC considers the needs of the Company and the range of talent and experience represented on the Board. The NCGC strives to include a balance of diverse backgrounds, differing points of views (including with respect to demographics, such as gender, race, ethnic and national background, geography, age and sexual orientation) and experience in particular fields, and believes that, collectively, the Board should represent a diversity of perspectives. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process.

Audit Committee. Our Audit Committee assists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications and independence, and the performance of the internal audit function.

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The Audit Committee’s primary responsibilities include:

•	Direct oversight of our independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the scope and fees of the annual audit and any other services, including review, attestation, and non-audit services;

•	Review and discuss the internal audit process, scope of activities and audit results with internal audit;

•	Review and discuss our quarterly and annual financial statements and earnings releases with management and our independent auditor;

•	Recommend to the Board that our quarterly and annual financial statements be included in our periodic reports filed with the SEC;

•	Overseeing and monitoring our internal control over financial reporting;

•	Assist the Board in its oversight of our systems, data security and compliance with legal and regulatory matters; and

•	Overseeing related party transactions.

The Board determined that Ms. Russo is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act.

Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee assists the Board in fulfilling its oversight responsibilities relating to long-term strategy for the Company, risks and opportunities relating to such strategy, and strategic decisions regarding investments, acquisitions and divestitures by the Company. The Mergers and Acquisitions Committee does not have the authority to approve investments, acquisitions and divestitures, but regularly reviews its thoughts and perspectives regarding potential transactions and post-transaction integration and opportunities with the Board.

The Mergers and Acquisitions Committee’s responsibilities include:

•	Review and assess, with the Company’s management, potential acquisitions, divestitures and investments;

•	Evaluate risk to the Company in connection with proposed acquisitions, divestitures and investments; and

•	Assist the Company’s management with post-transaction integration processes, strategies, and synergies.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a leading provider of software, hardware, and services to the restaurant and retail industries, we recognize the importance of our contributions and participation in supporting a healthy environment, economic opportunity, and social equity in the communities where we operate. We are committed to responsible business practices, continuous improvement in our operations and strengthening our relationships with our stakeholders. To advance our ESG practices, in FY 2021:

Governance. Our Board of Directors delegated primary oversight of our ESG practices, policies and initiatives to our NCGC, and our Compensation Committee oversees our strategies and policies related to human capital, including diversity and inclusion, workplace environment and culture, and talent development and retention.

Diversity, Equity and Inclusion. We have appointed a Diversity, Equity and Inclusion (“DEI”) lead to build our DEI program as well as a DEI manager to own and drive the Company’s DEI initiatives. In FY 2021, we established a dedicated budget for employee resource group (“ERG”) programming, launched a speaker series for our Women in Technology ERG and updated our benefit offerings to be more inclusive by expanding parental leave and offering infertility benefits. We expect to continue to invest in educational DEI resources to drive employee awareness and empowerment and to ensure that our internal practices and policies promote an equitable and inclusive environment. By collecting and disclosing more detailed metrics on the racial and gender representation of our workforce we have enhanced our workplace diversity disclosures and, with the addition of a new director in FY 2021, we have increased our Board’s diverse representation.

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Environmental Sustainability. We made progress in identifying ecological and economic risks and opportunities of climate change to our business and integrating them into our business initiatives and strategies. For example, we increased our use of boxes that are designed to be shipped, returned, and then reused for shipping our hardware products. We estimate that we used 10,000 reusable boxes in FY 2021, and we plan to expand our use of reusable boxes this year.

Reporting. We engaged a third party consultant to review our current ESG strategy, initiatives and policies, and to assist us in standing up an ESG program that is reflective of our values and in drafting our first formal ESG report for publication, which we anticipate will be published by the end of 2022.

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REPORT OF THE AUDIT COMMITTEE

To the Board of Directors of PAR Technology Corporation:

The Audit Committee is responsible for appointing the Company’s independent auditor. For the fiscal year ended December 31, 2021, Deloitte & Touche LLP (“Deloitte”) served as the Company’s independent auditor. With respect to the Company’s financial reporting process, management is responsible for establishing and maintaining internal controls and preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The responsibility for auditing the Company’s consolidated financial statements and providing an opinion as to whether the Company’s consolidated financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company in conformity with U.S. GAAP rests with Deloitte, as the Company’s independent auditor. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare or certify the Company’s financial statements. These are the fundamental responsibilities of management.

In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2021 with the Company’s management and Deloitte. In addition, the Audit Committee discussed with Deloitte, with and without management present, Deloitte’s evaluation of the overall quality of the Company’s financial reporting. The Audit Committee also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee also received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence and discussed with Deloitte its independence.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Cynthia A. Russo (Chair)

Douglas G. Rauch

James C. Stoffel

The Report of the Audit Committee does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference in other filings by the Company with the SEC, except to the extent the Company specifically requests that the report be treated as soliciting material or specifically incorporates it by reference.

TRANSACTIONS WITH RELATED PERSONS

On June 4, 2021, the Board of Directors amended and restated the Company’s written “Related Party Transactions Policy & Procedure” (“Policy”), which provides that the Company will only enter into a related party transaction, when the Board, acting through the Audit Committee, determines that the transaction is not inconsistent with the interests of the Company and its stockholders. Pursuant to the Policy, the Audit Committee reviews and either approves or disapproves all transactions, arrangements or relationships in which the Company or any of its subsidiaries (i) was, is or is to be a participant, and (ii) in which a director, director nominee, executive officer, a person who beneficially owns more than 5% of the Company’s common stock, or any immediate family member of any of the foregoing persons (a “related person”), has or will have a direct or indirect interest.

Under the Policy, the following related party transactions are deemed to be pre-approved by the Audit Committee: (i) compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement; (ii) employment of an executive officer if the related compensation is required to be reported in the Company’s proxy statement, or the executive officer is not an immediate family member of another executive officer or director, the related compensation is required to be reported in the Company’s proxy statement and the Compensation Committee approved (or recommended the approval of) the related compensation; and (iii) any ordinary course and arms-length transaction with a related person in which the amount of the transaction involved does not exceed $50,000.

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Act III Management LLC (“Act III Management”), a service company to the restaurant, hospitality, and entertainment industries, provided software development and restaurant technology consulting services to the Company in FY 2021 and the first quarter of this year pursuant to a master development agreement. In consideration for the services provided in FY 2021, the Company paid Act III Management $1.3 million and, in consideration for services provided in the first quarter of this year, the Company expects to pay Act III Management $290,000. The Company intends to use the services of Act III Management in 2022 in connection with other projects and under separately negotiated statements of work, the terms and fees to be mutually agreed. Keith E. Pascal, a director, is an employee of Act III Management and serves as its vice president and secretary. Mr. Pascal does not have an ownership interest in ACT III Management.

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DIRECTOR COMPENSATION

2021 Director Compensation

During FY 2021 compensation for non-employee directors consisted of a mix of cash and equity. In February 2021, Pearl Meyer provided the Compensation Committee with an analysis of non-employee director compensation, including a review of director compensation of the Company’s peer group (the “Pearl Meyer Director Compensation Report”). The peer group consisted of the same comparator group used to evaluate executive compensation and is described below in “Compensation Discussion and Analysis – Market Data and Considerations for Determining NEO Pay.”

Based on the Pearl Meyer Director Compensation Report, the Compensation Committee recommended to the Board of Directors that it should consider adjustments to the compensation structure for non-employee directors as director pay was below the median of the Company’s peer group. Based on the Compensation Committee’s recommendation, the Board determined to increase the equity compensation component of non-employee director compensation from $90,000 to $120,000. Members of the Mergers and Acquisitions Committee are not compensated for their service on the committee. Our non-employee directors do not receive additional fees for Board or committee meeting attendance; however, we do reimburse our non-employee directors for reasonable expenses incurred to attend Board and committee meetings.

Our non-employee directors received the following cash retainers for their service on the Board and committee membership in FY 2021, which were paid quarterly in arrears:

Position			Cash Retainer (Board & Committee)
Non-Employee Director			$40,000
Lead Director			$18,000
Audit Committee, Chair			$18,000
Audit Committee, Member			$9,000
Compensation Committee, Chair			$10,000
Compensation Committee, Member			$5,000
Nominating & Corporate Governance Committee, Chair			$7,500
Nominating & Corporate Governance Committee, Member			$3,750

Each non-employee director received an annual award of restricted stock units having a grant date fair value of $120,000. The number of shares subject to the 2021 annual grant was based on the closing price of our common stock on June 4, 2021 ($64.82), the grant date, and resulted in a grant of 1,851 restricted stock units (“RSUs”). These restricted stock units vest on the earlier of June 4, 2022 and the date of the Annual Meeting, subject to continued service through that date. The FY 2021 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”).

In FY 2021 compensation earned by or paid to our non-employee directors was as follows:

Name of Director	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Keith E. Pascal	31,971	119,982	151,953
Douglas G. Rauch	61,500	119,982	181,482
Cynthia A. Russo	66,750	119,982	186,732
John W. Sammon⁽³⁾	17,033	—	17,033
Narinder Singh	25,838	119,982	145,820
James C. Stoffel	80,750	119,982	200,732

(1)	Compensation is prorated for the number of days served on the Board and in any particular role or committee, as applicable.

(2)

This column includes the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) with respect to stock awards made to non-employee directors in FY 2021. Assumptions made in the valuation of the RSUs are discussed in Note 10 to the Company’s Consolidated Financial Statements included in the 2021 Annual Report. Each non-employee director had 1,851 unvested restricted stock units outstanding at December 31, 2021 with the grant date fair value set forth in the column.

(3)	Mr. Sammon did not stand for election at the Company’s 2021 annual meeting of stockholders.

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Stock Ownership Guidelines for Non-employee Directors

Directors are required to hold shares of the Company’s common stock with a fair market value equal to 3x the amount of the annual cash retainer payable to the non-employee director. All shares of common stock bought by a non-employee director or the director’s immediate family member residing in the same household, all shares held in trust for the benefit of a non-employee director or his or her family, and all shares granted under the 2015 Equity Incentive Plan count toward the satisfaction of these requirements. Each non-employee director is required to attain such ownership within five (5) years of the later of: (a) the effective date of the policy (June 8, 2018) and (b) joining the Board.

Executive Officers

The following table sets forth information about our current executive officers.

Name	Age	Positions and Offices
Savneet Singh	38	Chief Executive Officer and President of the Company and President of ParTech, Inc.
Bryan A. Menar	46	Chief Financial Officer and Vice President of the Company
Cathy A. King	59	Vice President, General Counsel and Corporate Secretary of the Company
Raju Malhotra	49	Chief Product and Technology Officer of the Company
Michael D. Nelson	51	President of PAR Government Systems Corporation and Rome Research Corporation

Savneet Singh. Mr. Singh joined the Company’s Board of Directors in April 2018 and has served as the Chief Executive Officer and President of the Company and President of ParTech, Inc. since March 2019. Mr. Singh previously served as the Interim Chief Executive Officer and President of the Company and Interim President of ParTech, Inc. from December 2018 until March 2019. Since June 2021, Mr. Singh has served as a director of CDON AB (NASDAQ Nordic: CDON), a leading online marketplace platform in the Nordic region. Mr. Singh has been a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency since June 2018. From 2017 - 2018, Mr. Singh served as the managing partner of Tera-Holdings, LLC, a holding company of niche software businesses that he co-founded. In 2009, Mr. Singh co-founded GBI, LLC (f/k/a Gold Bullion International, LLC (GBI)), an electronic platform that allows investors to buy, trade and store physical precious metals. During his tenure at GBI, from 2009 - 2017, Mr. Singh served as GBI’s chief operating officer, its chief executive officer, and its president. As an entrepreneur and investor in software companies, Mr. Singh brings unique insight and a strategic perspective to our software solutions business.

Bryan A. Menar. Mr. Menar joined the Company as Chief Financial Officer and Vice President in January 2017. From January 2015 to January 2017, Mr. Menar served as Vice President, Financial Planning and Analysis of Chobani, LLC, a producer of greek yogurt products based in central New York. In this role, Mr. Menar was responsible for corporate financial analysis, including forecasting, budgeting, business reviews and financial presentations for both internal and external stakeholders and partners. From October 2012 to December 2014, Mr. Menar served as Director of Financial Planning and Analysis for Chobani, LLC. In addition, Mr. Menar served as a consultant with J.C. Jones & Associates, a national business consulting firm, from 2010 to 2012, and as Vice President, Merchant Bank Controllers, of Goldman Sachs & Co. from 2002 - 2010. Mr. Menar is a Certified Public Accountant.

Cathy A. King. Ms. King joined the Company as Vice President, General Counsel and Corporate Secretary in July 2016. Prior to that, Ms. King served as Vice President, General Counsel and Corporate Secretary of Chobani Global Holdings, LLC, where she oversaw all legal affairs of the company, including advising management and the board on commercial and strategic transactions, regulatory and litigation matters and corporate governance. Ms. King previously practiced law and was a member of Bond Schoeneck & King, PLLC, and prior to that, Harris Beach, PLLC. Ms. King holds a J.D. from Syracuse University College of Law and a B.A. in Economics and Labor Relations from State University of New York at Potsdam.

Raju Malhotra. Mr. Malhotra was named Chief Product and Technology Officer of the Company effective October 4, 2021. Prior to that, he served as Chief Product and Technology Officer of Punchh, Inc. since August 17, 2020. Prior to joining Punchh, Inc., he was the Senior Vice President and General Manager from April 2019 to February 2020 for Marketing Cloud at Salesforce and Chief Product and Technology Officer at Khoros from November 2017 to February 2019. Prior to that, Mr. Malhotra served as Senior Vice President,

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Products at Conversant Media from July 2014 to May 2017. Mr. Malhotra has an undergraduate degree in Computer Engineering from the National Institute of Technology, Kurukshetra (India) and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania.

Michael D. Nelson. Mr. Nelson was named President of PAR Government Systems Corporation and Rome Research Corporation, effective November 30, 2021. Prior to that, Mr. Nelson spent 26 years supporting the Department of Defense and the National Intelligence Community where he held positions of increasing responsibility. Having been with Riverside Research Institute since 2001, he was promoted in February 2021 to Vice President of Intelligence and Defense Solutions after serving as Executive Director since October 2016. He has an undergraduate degree in Physics-Optics and Mathematics from the University of Wisconsin-LaCrosse and a Master of Science in Electro-Optics from the University of Dayton.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership of Directors, Director Nominees and Officers

The tables below set forth, as of April 11, 2022, information regarding beneficial ownership of our common stock. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of our common stock if he, she, or it possesses sole or shared voting or investment power of the common stock or has the right to acquire beneficial ownership of our common stock within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the tables below have or will have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.

Our calculation of the percentage of beneficial ownership is based on 27,058,804 shares of our common stock outstanding as of April 11, 2022. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 11, 2022 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.

The table is based upon information supplied by officers, directors, director nominees and principal stockholders, Schedules 13D, 13G and 13G/A filed with the SEC and other SEC filings made pursuant to Section 16 of the Exchange Act.

The following table sets forth the beneficial ownership of our common stock as of April 11, 2022 by our (1) directors and director nominees, (2) named executive officers, and (3) our directors, director nominees and current executive officers as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Directors and Director Nominees
Keith E. Pascal	2,091⁽¹⁾	*
Douglas G. Rauch	16,022⁽¹⁾	*
Cynthia A. Russo	36,282⁽¹⁾	*
Narinder Singh	1,851⁽¹⁾	*
Savneet Singh	See holdings below	*
James C. Stoffel	16,022⁽¹⁾	*
Named Executive Officers
Savneet Singh	577,436⁽²⁾	2.1%
Bryan A. Menar	46,098⁽³⁾

SEC Form DEF 14A filed by PAR Technology Corporation