par-20260416

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 §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


						PAR TECHNOLOGY CORPORATION PAR TECHNOLOGY PARK, 8383 SENECA TURNPIKE, NEW HARTFORD, NY 13413-4991

Notice of 2026 Annual Meeting
of Shareholders

The 2026 annual meeting of shareholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (“PAR,” “Company,” “we,” “us,” or “our”), will be held as follows:




Date and Time Friday, May 29, 2026 10:00 a.m. ET	Access (Virtual Meeting) Attend and vote via live audio webcast at www.virtualshareholdermeeting.com/PAR2026 Enter your 16-digit control number	Record Date Wednesday, April 8, 2026

Items of Business

Company Proposals

Board Vote Recommendation

See Page

Elect the seven directors named in this proxy statement to serve until the 2027 annual meeting of shareholders.

✔

FOR each nominee

Approve the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “Amended 2015 Equity Incentive Plan”).

✔

FOR

Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay Vote”).

✔

FOR

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026.

✔

FOR

We may also transact other business that properly comes before the Annual Meeting. The items of business described above will be considered at the Annual Meeting, including at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Attendance

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 voting instruction form or Notice of Internet Availability of Proxy Materials. 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” to

be able to attend and participate in the Annual Meeting. Shareholders will be able to vote their shares electronically and submit questions during the Annual Meeting.

Voting




Who Can Vote Shareholders as of our record date, April 8, 2026, are eligible to vote	Voting in Advance of the Annual Meeting Internet: www.proxyvote.com Telephone: 1-800-690-6903 Mail: Complete, sign, date and return the proxy card	Voting During the Annual Meeting www.virtualshareholdermeeting.com/PAR2026

By Order of the Board of Directors,

Savneet Singh

Chief Executive Officer and President

New Hartford, New York
April 16, 2026



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on Friday, May 29, 2026, at 10:00 a.m., Eastern Time. This Notice of 2026 Annual Meeting of Shareholders, the Proxy Statement, and the 2025 Annual Report on Form 10-K are available at www.proxyvote.com.

Table of Contents


Proxy Statement			1
Proposal 1 . Election of Directors			5
Corporate Governance			13
Report of the Audit Committee			22
Transactions with Related Persons			23
Executive Officers			24
Security Ownership of Certain Beneficial Owners and Management			25
Director Compensation			28
Compensation Discussion and Analysis			30
Compensation Committee Report			43
Executive Compensation Tables			44
Pay Versus Performance			51
Proposal 2. Approval of the Amended 2015 Equity Incentive Plan			55
Proposal 3. Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay Vote”)			62
Proposal 4. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Its Fiscal Year Ending December 31, 2026			63
Principal Accounting Fees and Services			64
2027 Annual Meeting			65
Appendix A			A-1

Forward-Looking Statements and Website References

This proxy statement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Private Securities Litigation Reform Act of 1995. The accuracy of such statements is necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Statements contained in this proxy statement, other than statements of historical or current facts, including statements about our growth and financial performance, Board of Directors, corporate governance practices, executive compensation programs, use of equity compensation, and corporate responsibility and sustainability related policies and initiatives, are forward-looking statements, and reflect management’s current assumptions and expectations and are inherently uncertain. Actual results could differ materially from those contemplated in these forward-looking statements for a variety of reasons. Factors, risks, and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this proxy statement are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our other filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law.

The content on the websites referenced herein is not incorporated by reference into this proxy statement or into any of our other filings with the SEC.

2026 Annual Meeting of Shareholders Proxy Statement

The Board of Directors (“Board”) of PAR Technology Corporation, a Delaware corporation (“PAR,” “Company,” “we,” “us,” or “our”), is soliciting your proxy for use at PAR’s 2026 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Friday, May 29, 2026, at 10:00 a.m., Eastern Time, virtually by a live audio webcast at www.virtualshareholdermeeting.com/PAR2026.

This proxy statement, accompanying form of proxy, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”), or Notice of Internet Availability of Proxy Materials (“Notice of Availability”) are expected to first be sent or made available on April 16, 2026, to PAR shareholders entitled to notice of and to vote at the Annual Meeting. PAR’s principal executive offices are located at PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413.

Information About the Proxy Materials and Voting

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

Only shareholders of record of PAR common stock at the close of business on April 8, 2026, the record date, are entitled to notice of, and to vote at, the Annual Meeting. On April 8, 2026, there were 41,246,199 shares of common stock outstanding. Each share of common stock is entitled to one vote.

Shareholder of Record; Shares Registered in Your Name.

If on April 8, 2026, your shares were registered directly in your name, then you are a shareholder of record and you may vote on the matters to be voted on 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.

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

If on April 8, 2026, 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 a Notice of Availability is being forwarded to you by that organization, which is considered to be the shareholder 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 Notice of Availability 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 the voting instruction form or Notice of Availability. 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” 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.


PAR Technology Corporation			1			2026 Proxy Statement

Participating in the Annual Meeting.

The Annual Meeting will be a completely virtual meeting. The meeting will be conducted by a live audio webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2026 and enter the 16-digit control number included on your Notice of Availability 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 Annual Meeting platform at 9:45 a.m., Eastern Time, and the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on May 29, 2026.

If you wish to submit a question during the Annual Meeting, you may do so on the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2026. We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right 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.

How do I vote my shares?

Shareholders of record on April 8, 2026, may vote their shares in advance of the Annual Meeting over the Internet, by telephone, or by mail, and may vote during the Annual Meeting as provided below.

In Advance of the Annual Meeting.

•By Internet. 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 of Availability 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 May 28, 2026. If you are a beneficial owner, the availability of online voting may depend on the voting procedures of the organization that holds your shares.

•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 of Availability or on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on May 28, 2026. 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 postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

During the Annual Meeting.

You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/PAR2026. You will need the 16-digit control number included on your Notice of Availability 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, telephone, or mail, you will not limit your right to vote online at the Annual Meeting.


PAR Technology Corporation			2			2026 Proxy Statement

Can I change my vote after submitting my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting.

You may change your vote by: (1) properly granting a new proxy bearing a later date (which automatically revokes an earlier proxy); (2) providing a written notice of revocation to the Corporate Secretary at PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413, prior to your shares being voted; or (3) attending the Annual Meeting and voting your shares electronically during the Annual Meeting. Attending the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote again at the Annual Meeting. 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 voting instructions provided to you by your broker, bank, or other nominee as to how you may revoke your proxy and change your vote.

What constitutes a quorum?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, via live audio webcast or by proxy, of holders of shares having a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum. Both abstentions and broker non-votes will be counted for the purpose of determining the presence of a quorum.

What proposals will be voted on at the Annual Meeting?

How does the Board recommend that I vote and what is the voting requirement for each of the Proposals? What effect will abstentions and broker non-votes have?

Proposal

Board’s Recommendation

Voting
Options

Votes
Required

Effects of Abstentions

Effects of Broker
Non-Votes

Election of Directors

FOR each director nominee named in this proxy statement

•For

•Withhold

A plurality of votes cast (the seven (7) director nominees receiving the most “For” votes will be elected)

None

Approve the Amended 2015 Equity Incentive Plan

FOR

•For

•Against

•Abstain

A vote “For” by a majority of votes cast

None

Non-binding advisory Say-on-Pay Vote

FOR

•For

•Against

•Abstain

A vote “For” by a majority of votes cast

None

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026

FOR

•For

•Against

•Abstain

A vote “For” by a majority of votes cast

None

None (brokers, banks, and other nominees have discretionary authority to vote on this proposal)


PAR Technology Corporation			3			2026 Proxy Statement

Abstentions and Broker Non-Votes.

An “abstention” occurs when a shareholder 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. Proposal 4 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026, is the only proposal for consideration by shareholders at the Annual Meeting expected to be a “routine” proposal for which brokers, banks, and other nominees are expected to have discretionary authority to vote. Note that whether a proposal is considered routine or non-routine is subject to New York Stock Exchange (“NYSE”) rules and final determination by NYSE. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, bank, or other nominee how to vote your shares on all proposals to ensure that your vote is counted.

Director Vote.

Under our Bylaws, directors are elected by a plurality of votes cast. This means that the seven director nominees receiving the highest number of affirmative votes will be elected as directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees, or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.

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

All properly signed proxy cards 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 proposal, 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 proposal, your shares will be voted as the Board recommends. The Board knows of no other business that will be presented for consideration at the Annual Meeting; however, if any other business is properly brought before the Annual Meeting, the individuals named on the proxy card will vote your shares in their discretion on such other business.

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 2026 Annual Meeting of Shareholders, proxy statement and 2025 Annual Report, along with individual proxy cards or individual voting instruction forms to any household at which two or more shareholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials shareholders receive and reduces mailing expenses. Shareholders 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, 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, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413 or (315) 738-0600.

Who is paying for this proxy solicitation?

PAR will bear the cost of soliciting proxies. We will reimburse brokers, banks, and other nominees for reasonable expenses that they incur in sending proxy materials to beneficial owners of our common stock. PAR has engaged Morrow Sodali LLC to assist with the solicitation of proxies. We expect to pay Morrow Sodali LLC a fee of $10,000 plus a reasonable amount to cover expenses. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise.


PAR Technology Corporation			4			2026 Proxy Statement

Proposal 1.

Election of Directors

PAR’s Board of Directors is set at seven (7) directors. At the Annual Meeting, shareholders will vote on the seven (7) director nominees named below to serve until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or, earlier, until his or her death, resignation, or removal. All director nominees have been nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee (“NCGC”). 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. Each director nominee is currently serving as a director of the Company and each director nominee was elected by our shareholders at the 2025 annual meeting of shareholders.

As reflected in the biographies of the director nominees below, our directors bring a diverse mix of highly relevant and complementary experiences, backgrounds, and skills, which facilitates strong oversight of PAR’s management and strategy.

Director Nominees

The following provides summary information about the Company’s directors, who are also the director nominees.

Board Committees

Name

Age

Director Since

Independent*

Audit

Comp

NCGC

Linda M. Crawford

2023

✔

Chair

Keith E. Pascal

2021

✔

Douglas G. Rauch

2017

✔

Chair

Cynthia A. Russo

2015

✔

Chair, +

Narinder Singh

2021

✔

Savneet Singh

Chief Executive Officer and President,

PAR Technology Corporation

2018

James C. Stoffel

Chairperson of the Board of Directors

2017

✔

Audit: Audit Committee Comp: Compensation Committee NCGC: Nominating and Corporate Governance Committee

l Committee Member + Audit Committee Financial Expert

*Independence is determined by the listing standards of NYSE and our Corporate Governance Guidelines.



						The Board of Directors unanimously recommends a vote FOR the election to the Board of each director nominee.


PAR Technology Corporation			5			2026 Proxy Statement

Savneet Singh

CEO and President,

PAR Technology Corporation

Director Since: 2018

Age: 42

Committee Memberships:

• None

Business and Other Experience

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 October 2024, Mr. Singh has served as a director of Community Financial System, Inc. (NYSE: CBU), a registered financial holding company, and of its wholly owned subsidiary Community Bank, N.A., and serves on the joint Compensation and Risk Committees. Since June 2018, Mr. Singh has been a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency. From 2017 to 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 to 2017, Mr. Singh served as GBI’s chief operating officer, its chief executive officer, and its president.

Key Qualifications

Mr. Singh, as an entrepreneur, investor, and board member, brings valuable expertise in finance, venture capitalism, entrepreneurship, digital technology, and mergers and acquisitions, offering unique insights and strategic perspectives to the Company’s business and strategies.

Other Public Company Boards

Current: Community Financial System, Inc. (NYSE: CBU)

Prior:

•CDON AB (Nasdaq Nordic: CDON)

•Blockchain Power Trust (TSXV: BPWR.UN; TEP.DB)

•Sharp Spring, Inc. (Nasdaq: SHSP)

•Osprey Technology Acquisition Corp. (NYSE: SFTW.U)


PAR Technology Corporation			6			2026 Proxy Statement

Linda M. Crawford

Director Since: 2023

Age: 62

Independent

Committee Memberships:

•Compensation (Chair)

•Nominating and Corporate Governance

Business and Other Experience

Since March 2022, Ms. Crawford has acted as an advisor to several private companies. In addition to serving on the Board of PAR, she serves on the Board of Equilar, a private information services firm. She retired from her position as CEO of Helpshift, Inc., a company focused on AI driven customer support solutions for B2C companies, in 2020 following her appointment to that role in 2017. She also served as the Chief Revenue and Customer Officer of Optimizely, Inc., a SaaS company focused on customer experience, from 2016 to 2017. Prior to Optimizely, Ms. Crawford spent nearly a decade at Salesforce in several executive positions, including Executive Vice President and Chief Executive Officer of the Sales Cloud Products division. Prior to Salesforce, Ms. Crawford held executive positions at Siebel Systems, the company credited for creating the CRM industry. Ms. Crawford served as a director of Verint Systems Inc., a provider of customer engagement solutions from June 2021 until its acquisition by Thoma Bravo in November 2025, ChannelAdvisor Corporation, a cloud-based e-commerce software company, from 2021 to 2022, and previously served on the board of Demandware, Inc., a software technology company providing cloud-based unified e-commerce solutions to retailers, which was acquired by Salesforce in 2016.

Key Qualifications

Ms. Crawford brings to the Board extensive experience in key executive positions at leading software companies, including those offering AI and cloud-based solutions, and in employee and customer success, giving her the qualifications and skills to serve as a director.

Other Public Company Boards

Current: None

Prior:

•Verint Systems Inc. (Nasdaq: VRNT)

•ChannelAdvisor Corporation (NYSE: ECOM)

•Demandware, Inc. (NYSE: DWRE)


PAR Technology Corporation			7			2026 Proxy Statement

Keith E. Pascal

Director Since: 2021

Age: 61

Committee Memberships:

•None

Business and Other Experience

Mr. Pascal has served as Vice President and Secretary of Act III Holdings, LLC, a Miami-based investment fund, and of Act III Management LLC, a service company to the restaurant, hospitality, and entertainment industries, since March 2018. In January 2025, Mr. Pascal was appointed to the board of directors of Honest Greens, Barcelona, S.A., a private restaurant chain offering healthy, sustainable and chef-driven food and drinks. In addition, Mr. Pascal is the Founder, and since 2008 has served as President, of 12:51:58 MW LLC, a provider of an enterprise software platform for global restaurant and retail operators. Mr. Pascal served as a director of BJ’s Restaurants, Inc., a leading full-service restaurant brand, from May 2020 until June 2023. From January 2015 to March 2018, Mr. Pascal worked for Panera Bread, a chain store of bakery-café fast casual restaurants, 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 is the Founder and served as 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 Corporation.

Key Qualifications

Mr. Pascal brings to the Board over 30 years of restaurant operations and senior leadership experience, with both private and public national restaurant chains, and significant experience in the restaurant industry, as both an investor and as a director. He offers valuable financial expertise and public company governance experience from his prior experience as a board member of another public company.

Other Public Company Boards

Current: None

Prior: BJ’s Restaurants, Inc. (Nasdaq: BJRI)


PAR Technology Corporation			8			2026 Proxy Statement

Douglas G. Rauch

Director Since: 2017

Age: 74

Independent

Committee Memberships:

•Audit

•Nominating and Corporate Governance (Chair)

Business and Other Experience

Mr. Rauch spent 31 years with Trader Joe’s Company, a national chain of neighborhood grocery stores, with the last 14 years as a President until his retirement in June 2008. Mr. Rauch founded and, from June 2015 to December 2025, served as President of Daily Table, an innovative non-profit retail solution to bring affordable nutrition to the food insecure in Boston’s inner city. Since January 2014, Mr. Rauch has been engaged as an independent speaker, focusing on helping companies to build cultures of sustainable innovation, strategy, and great customer experiences, through Leading Authorities, Inc. He also previously served as CEO of Conscious Capitalism, Inc., a nonprofit organization, from August 2011 to June 2017, where he continues to serve as director emeritus. 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, and Chair of its Audit Committee from February 2020 to December 2024. 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 an advisory board member of several for profit and non-profit companies.

Key Qualifications

Mr. Rauch brings to the Board extensive knowledge and operational experience in the food service/grocery industry and brings important insights and perspectives on technology solutions to the restaurant and retail space. He has created and led the implementation of key business operational strategies, and offers valuable financial expertise and senior leadership experience, including a strong understanding of employee health and culture issues. He also brings public company governance experience as a member of the board of another public company.

Other Public Company Boards

Current: Sprouts Farmers Market, Inc. (Nasdaq: SFM)

Prior: None


PAR Technology Corporation			9			2026 Proxy Statement

Cynthia A. Russo

Director Since: 2015

Age: 56

Independent

Committee Memberships:

•Audit (Chair)

•Compensation

Business and Other Experience

Ms. Russo has more than 25 years of extensive experience in financial and operations management with global growth SaaS and technology companies. Ms. Russo has served as a director of Verra Mobility Corporation, a provider of smart mobility technology and data intelligence solutions across North America, Europe, Asia, and Australia, since June 2019 and is a member of the Audit and Compensation Committees. Since February 2021, Ms. Russo has served as a director of Verifone, Inc., a private global payments technology and commerce enablement company, where she is the Chair of the Audit Committee. Ms. Russo currently serves as a CFO Operating Partner for K1 Investment Management at three portfolio companies: Simpro Holdings, Inc. (Simpro), a global SaaS platform for field service and trade operations (since November 2023); Panopto, Inc., a global, on-demand AI video learning platform for education institutions and enterprises (since December 2024); and Emporia Holdings, a technology platform supporting the resale industry with inventory and POS solutions (since December 2025). She previously served as CFO Operating Partner for Canvas Solutions, Inc. (GoCanvas), a global SaaS provider of field operations, inspections, and compliance workflows, from September 2023 until the company was sold in June 2024. Ms. Russo served as a director and a member of the Audit and Compensation Committees of UserTesting, Inc., an on-demand human insights platform that enables organizations to improve customer experience, from February 2021 to January 2023, when it was acquired by Thoma Bravo and Sunstone Partners. From March 2021 to September 2022, Ms. Russo served as Interim Chief Financial Officer of Optoro, Inc., a provider of end-to-end reverse logistics technology solutions for retail returns. 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. Earlier in her career, Ms. Russo served as Executive Vice President and Chief Financial Officer of MICROS Systems, Inc., a global provider of enterprise information systems for the retail and hospitality industries (Nasdaq: MCRS). During her 19-year tenure at MICROS, she held a series of senior financial leadership roles until the company’s acquisition by Oracle in September 2014.

Key Qualifications

Ms. Russo is a certified public accountant and certified internal auditor. Her more than 30-year career in finance and technology provides the Board with substantial expertise in financial reporting, audit oversight, internal controls, and risk management, including cybersecurity. She also brings significant operational leadership experience and public company governance expertise through her service on multiple public company boards.

Other Public Company Boards

Current: Verra Mobility Corporation (Nasdaq: VRRM)

Prior: UserTesting, Inc. (NYSE: USER)


PAR Technology Corporation			10			2026 Proxy Statement

Narinder Singh

Director Since: 2021

Age: 52

Independent

Committee Memberships:

•Compensation

•Nominating and Corporate Governance

Business and Other Experience

Mr. Singh is the Co-Founder of LookDeep Inc., a private advanced computer vision and AI technology hospital healthcare company, and has served as its Chief Executive Officer since March 2019. Mr. Singh was also a Co-Founder and President of Appirio Inc, a pioneer in enterprise cloud computing and the first cloud investment of Salesforce Ventures and Sequoia Capital, and served as a director from September 2006 until its acquisition by Wipro Limited in November 2016. At Appirio, Mr. Singh also led strategy, research and development, and marketing, and served as President of Topcoder, a division of Appirio and a crowdsourcing design, development, and algorithms community with more than one million members. Prior to working at Appirio, Mr. Singh worked at SAP SE, a European multinational software company, 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 led 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 (NYSE: ACN) in September 1995 at its Center for Strategic Technology and worked there until November 1998. Mr. Singh also served on the board of trustees of the Sikh Coalition, a non-profit organization, from September 2020 until September 2024.

Key Qualifications

Mr. Singh brings to the Board significant leadership experience in technology and AI, including experience with AI driven software development and the execution of modern, data-driven go-to-market strategies. Mr. Singh also brings financial expertise and a strong understanding of the issues facing both mature and start-up companies in an increasingly digital and AI-enabled landscape. Additionally, Mr. Singh has valuable experience in addressing a variety of complex issues including corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and acquisition integration, often leveraging data and intelligent systems.

Other Public Company Boards

Current: None

Prior: None


PAR Technology Corporation			11			2026 Proxy Statement

James C. Stoffel

Director Since: 2017

Chairperson Since: 2023

Lead Director: 2020-2023

Age: 80

Independent

Committee Memberships:

•Audit

•Compensation

Business and Other Experience

Since 2003 Mr. Stoffel has served as a member of the board of directors of multiple public and private companies and as a senior advisor to private equity companies. From February 2007 to November 2023, Mr. Stoffel served on the board of directors of Aviat Networks, Inc. (Nasdaq: AVNW), a wireless transport and access solutions company, where Mr. Stoffel served as the lead independent director from July 2010 to February 2015; he also chaired the Compensation Committee and served as a member of the Audit and Governance and Nominating Committees. From August 2003 to October 2018, Mr. Stoffel served on the board of directors of Harris Corporation (now L3 Harris Technologies, Inc. (NYSE: LHX)), an advanced defense and technology company, where he was Chairman of the Technology Committee and served as a member of the Compensation and Governance and Corporate Responsibility Committees. In addition, Mr. Stoffel was the co-founder and served as General Partner of Trillium International, a private equity firm focused on restructuring and growth equity investments in software, hardware, and systems technology companies, from March 2011 to December 2018. Through his role at Trillium International, Mr. Stoffel served as the chairman of multiple portfolio companies. From 2006 to 2008, Mr. Stoffel served as Chief Executive Officer of Aster Wireless, a private then-early-stage, fabless semiconductor company. From 1997 to 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.

Key Qualifications

Mr. Stoffel brings to the Board extensive senior leadership experience, and more than 25 years of technology expertise. Mr. Stoffel’s financial, investment, capital markets, and growth and innovation management expertise and insight, and his extensive public company board experience, provides the Board with valuable perspectives, capabilities, and knowledge critical to strategy, management, and corporate governance.

Other Public Company Boards

Current: None

Prior:

•Aviat Networks, Inc. (Nasdaq: AVNW)

•Harris Corporation (NYSE: HRS, now L3 Harris Technologies, Inc. (NYSE: LHX))


PAR Technology Corporation			12			2026 Proxy Statement

Corporate Governance

Identification and Evaluation of Candidates for Director

The NCGC considers potential director candidates from many sources including shareholders, current directors, management, and others. Regardless of the source of the recommendation, the NCGC evaluates all director candidates in the same manner. In identifying and considering candidates, the NCGC considers the criteria set out in our Corporate Governance Guidelines, which can be found at www.partech.com/investor-relations/. Although the NCGC uses these and other criteria as appropriate to evaluate potential director candidates, other than our Bylaw requirement that directors be at least 21 years of age, the NCGC has no stated minimum qualifications for nominees.

Throughout the year, the NCGC evaluates the mix of experiences, backgrounds, and skills of our directors. It also assesses the Board’s overall effectiveness in overseeing the Company strategy, risk management, and management's performance, and considers whether additional skills or perspectives should be added to enhance the Board's capabilities. In evaluating director nominees, the NCGC considers each candidate in the context of establishing a diverse mix of highly relevant and complementary experiences, backgrounds, and skills. This helps ensure that the collective expertise of the Board strengthens its oversight of management, strategy, and risks.

Additionally, the NCGC evaluates whether director nominees satisfy applicable independence requirements for PAR directors and Board committees and reviews their prior board service and corporate governance experience.

Shareholder recommendations of director candidates should be sent to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413.

Skills Matrix

To facilitate the evaluation of the Board and potential directors, the NCGC maintains a skills, experience, and attributes matrix that identifies the current and desired expertise, skills, backgrounds, and competencies of the Board in relation to the Company's current and future strategy. Among the areas the NCGC may consider for inclusion in the skills matrix are: industry knowledge (particularly in the technology and/or software industry, with specific experience with the software-as-a-service (“SaaS”) business model); financial expertise; experience managing and developing technology; experience with artificial intelligence (AI) and cybersecurity; global markets and international business experience; experience successfully marketing products, entering new markets, and executing on sales strategy; experience implementing and scaling organic and inorganic growth strategies; prior public company board or executive service; and such other areas as the NCGC determines relevant from time to time.


PAR Technology Corporation			13			2026 Proxy Statement

To better understand our Board’s composition and strengths, below is a skills matrix highlighting the keys skills, experience, and attributes that each director nominee brings to our Board. The below skills matrix is a summary, and it is not a complete description of all the key skills, experiences, and attributes of each director.

S. Singh

Crawford

Pascal

Rauch

Russo

N. Singh

Stoffel

Recent AI Experience

✔

Technology Management & Development

✔

Cybersecurity/Data Privacy

✔

Corporate Governance Skills

Strategic Planning

✔

Public Company Board Experience

✔

Senior Leadership

✔

Business Skills

Marketing/Sales/Customer Engagement

✔

Recent Product Development

✔

Global Markets/International Business

✔

Government Regulation

✔

Risk Management

✔

Financial Expertise

Financial Reporting, Accounting & Financial Controls

✔

Financing & Capital Markets Experience

✔

Company Growth & Scale / M&A

✔

Human Capital Management

Talent Management and Human Resources

✔

Industry Experience

Technology, Software & SaaS

✔

Cloud Software

✔

Restaurant

✔

Retail

✔

Payments

✔


PAR Technology Corporation			14			2026 Proxy Statement

Annual Assessment

On at least an annual basis, each director completes an assessment of the Board to determine whether the Board and its committees are functioning effectively. The assessment is designed to capture each director’s opinion regarding the Board’s composition and performance, and solicits each director’s observations, comments, and suggestions for improvements to the Board’s composition, function, and effectiveness. The NCGC presents the results of the evaluation to the Board for its review.

Director Independence

The Board has adopted categorical standards designed to assist the Board in assessing director independence. Our director independence standards, which are included in our Corporate Governance Guidelines, are designed to comply with the standards required by NYSE and in some respects are more stringent than the NYSE director independence standards. The Board has determined that each of Linda M. Crawford, Keith E. Pascal, Douglas G. Rauch, Cynthia A. Russo, Narinder Singh, and James C. Stoffel is “independent” as defined under the NYSE listing standards and our director independence standards. In determining that Mr. Pascal was independent, the Board considered Mr. Pascal’s role at PAR Act III, LLC and his son Jeremy’s non-executive employee role at the Company but determined that neither relationship affects his independence. See the disclosure included in “Transactions With Related Persons” for additional information regarding those relationships. Additionally, all members of the Audit Committee and Compensation Committee have been determined by the Board to satisfy the separate independence requirements under the SEC rules and NYSE listing standards for such committees.

Board Meetings and Attendance

The Board held twelve meetings in 2025. 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 2025 for which he or she was a director or committee member. The Company encourages directors to attend the annual meetings of shareholders, but such attendance is not required. All of our directors who served during 2025 attended the 2025 annual meeting of shareholders.

Board Leadership Structure

James C. Stoffel has served as our independent Chairperson of the Board since June 1, 2023. As Chairperson of the Board, Mr. Stoffel presides over all Board meetings, including executive sessions without the presence of management, and is available for consultation and direct communication with shareholders. The Board exercises its oversight responsibilities both directly and through its standing committees, and believes that its role in the oversight of the Company, including its management, strategy, and risks, is facilitated by our current Board leadership structure, with an independent Chairperson as well as our committee structure, as it allows our three standing Board committees to play an active role in the oversight of the actions of management, including with respect to identifying risks and implementing effective risk management policies and controls. The Board also believes that this structure enables our Chief Executive Officer, Savneet Singh, to focus his attention on the Company’s business, its operations, and formulating and executing strategy. The Board will continue to evaluate its leadership structure on an ongoing basis and may make changes as appropriate for the Company and its future needs.

Board Oversight of Risk Management

Our Board manages the risk oversight function, with certain areas addressed by our standing committees where such risks are inherent in a committee’s purview. Our Audit Committee oversees our guidelines, policies and processes established by management relating to our financial statements, financial reporting processes, and internal audit function and meets regularly with senior management and our independent auditors concerning our financial statements


PAR Technology Corporation			15			2026 Proxy Statement

and financial reporting processes, including our internal control over financial reporting and the effectiveness of such processes and controls. Additionally, 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.

Our internal audit team annually facilitates an enterprise risk assessment with management and through this process, management and internal audit identify, aggregate, and assess material risks impacting the Company, including operational, financial, legal and regulatory, human capital, cybersecurity, strategic, and reputational risks. Management and the internal audit team rank each identified risk based on its potential impact on the Company’s operations and its likelihood of occurring. The risks are then prioritized based on this ranking, and appropriate risk responses are determined and executed for each significant enterprise risk. The Audit Committee, typically in joint session with the full Board, regularly meets and receives reports from our internal audit, compliance, and legal teams regarding enterprise risk, compliance, legal, and regulatory matters.

The Audit Committee, typically in joint session with the full Board, meets quarterly with our Vice President of Information Security & Privacy, the Vice President of Information Technology, and/or our Chief Technology Officer, who provide updates to it on, among other things, the cybersecurity threat landscape, risk assessments, mitigation plans, notable incidents, the status of projects to strengthen our information security systems, engagement of third parties (e.g., consultants and auditors) and third-party tools, and our employee-training programs. For additional information relating to our cybersecurity risk management program, please refer to “Item 1C. Cybersecurity” of the 2025 Annual Report.

Our NCGC focuses on risks associated with our corporate governance policies and practices, continuity and succession planning, and sustainability and social responsibility matters, and our Compensation Committee focuses on risks related to our compensation policies and programs and oversees our human capital management culture and strategies, including related risks. The Board is aware of each committee’s risk oversight activities from joint sessions with the full Board and executive sessions, as well as from periodic briefings by management to the Board on specific material risks or legal developments.

Clawback and Forfeiture Policy

Our Clawback and Forfeiture Policy is designed to advance the Company’s commitment to conducting business with integrity and honesty, in compliance with the NYSE listing standards, the SEC rules, and applicable law. The Clawback and Forfeiture Policy has been structured to ensure accountability of our current and former executive officers and Section 16 officers and other employees designated by our Compensation Committee, and provides for, among other remedies, the clawback of equity and cash incentive compensation paid or payable to covered officers in the event of a “Big R” accounting restatement or a “little r” accounting restatement. Please refer to the discussion of our Clawback and Forfeiture Policy provided below under “Compensation Discussion and Analysis”.

Insider Trading Policy

Our Insider Trading Policy governs the purchase, sale, and other transactions in our securities by our employees, officers, directors, and other covered persons (collectively, “covered persons”), as well as the Company. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable exchange listing standards. For additional information, see our Insider Trading Policy filed as Exhibit 19 to our 2025 Annual Report.


PAR Technology Corporation			16			2026 Proxy Statement

Anti-Hedging and Pledging Policy

Hedging and monetization transactions by covered persons in our securities are prohibited by our Insider Trading Policy. Our Insider Trading Policy also prohibits covered persons from holding our securities in margin accounts or otherwise pledging our securities as collateral for loans.

Code of Conduct

Our Code of Conduct (the “Code of Conduct”) applies 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 certain provisions of the Code of Conduct or waivers granted to our directors, Chief Executive Officer, Chief Financial Officer, other senior financial officers, or other executive officers that require disclosure under the NYSE and/or SEC rules will be disclosed by posting on our website within four business days following the date of the amendment or waiver.

Corporate Governance Guidelines

Our Corporate Governance Guidelines are posted on our website at www.partech.com/investor-relations/. Our Board believes these guidelines are consistent with our values and promote the effective functioning of our Board, its committees, and the Company. The guidelines are reviewed no less frequently than annually by the NCGC and the Board 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 Chairperson of the Board (James C. Stoffel), or to any individual director by sending the communication c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413. Upon receipt, the communication will be delivered to the Board Chairperson 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.


PAR Technology Corporation			17			2026 Proxy Statement

Committees

The standing committees of the Board are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each 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/.

Audit Committee

Members

Cynthia A. Russo (Chair)

Douglas G. Rauch

James C. Stoffel

Our Audit Committee consists entirely of directors who meet the NYSE independence requirements and the NYSE audit committee additional composition requirements.

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

Meetings in 2025: 8

Principal Responsibilities:

Our Audit Committee assists the Board in its oversight of the integrity of our financial statements, the qualifications and independence of our registered public accounting firm (our “independent auditor”), the performance of our internal audit function and our independent auditor, and our compliance with legal and regulatory requirements. 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;

•Reviewing and discussing with management, our senior internal auditing executive, and our independent auditor, internal audit’s responsibilities, budget, staffing, and annual internal audit plan, including any recommended changes in the planned scope;

•Discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies;

•Reviewing and discussing our quarterly and annual financial statements and earnings releases with management and our independent auditor;

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

•Reviewing and discussing with management and the independent auditor any major issues as to the adequacy of our internal controls; and

•Overseeing related party transactions.


PAR Technology Corporation			18			2026 Proxy Statement

Compensation Committee

Members

Linda M. Crawford (Chair)

Cynthia A. Russo

Narinder Singh

James C. Stoffel

Our Compensation Committee consists entirely of directors who meet the NYSE independence requirements, including the additional independence requirements specific to compensation committee members.

All members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Meetings in 2025: 8

Principal Responsibilities:

The Compensation Committee oversees and administers our executive compensation programs. The Compensation Committee is also charged with overseeing the Company’s human capital management strategies and policies. The Compensation Committee’s primary responsibilities include:

•Reviewing and approving the Company’s compensation strategy and practices with respect to our CEO and other executive officers;

•Reviewing and approving the goals and objectives relevant to our CEO’s compensation, evaluating the CEO’s performance, and determining and approving our CEO’s compensation, including incentive compensation;

•Overseeing the administration of our compensatory plans and making recommendations to the Board regarding amendments to existing plans or the adoption of new compensation plans;

•Overseeing and administering the Company’s Clawback and Forfeiture Policy; and

•Reviewing and recommending 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. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its compensation consultant to assist it in recommending the form and amount of executive and non-employee director compensation for 2025. Among other things, with respect to our 2025 compensation programs, the Compensation Committee asked FW Cook 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;

•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 shareholder outreach; and

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

Prior to engaging FW Cook, the Compensation Committee considered information relevant to confirm FW Cook’s independence from the Board and management. Additional information regarding the services provided by FW Cook with respect to our 2025 compensation programs can be found below under “Compensation Discussion and Analysis – Process for Setting Executive Compensation – Role of Compensation Consultant”.


PAR Technology Corporation			19			2026 Proxy Statement

Nominating and Corporate Governance Committee

Members

Douglas G. Rauch (Chair)

Linda M. Crawford

Narinder Singh

Our NCGC consists entirely of directors who meet the NYSE independence requirements.

Meetings in 2025: 6

Principal Responsibilities

The Nominating and Corporate Governance Committee reviews the composition of the Board and identifies potential new candidates for director. The NCGC also oversees 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 primary responsibilities include:

•Regularly reviewing the size and composition of the Board and Board committees;

•Identifying and recommending qualified director candidates to the Board;

•Evaluating director qualifications, independence, and performance;

•Conducting a performance evaluation of the Board to determine whether it and its committees are functioning effectively; and

•Developing and periodically reviewing our Code of Conduct and Corporate Governance Guidelines.

Corporate Responsibility and Sustainability

Annually we produce our Sustainability Report, the most recent of which is available at www.partech.com/sustainability-at-par/. Our Board, as a whole and through its committees, works with our management to oversee our sustainability initiatives and business practices. Our NCGC oversees our sustainability practices and policies and receives updates about our current and contemplated initiatives from PAR management, our Compensation Committee oversees the Company’s strategies and policies related to human capital management, and our Audit Committee is responsible for the oversight of our exposure to cybersecurity risks and the steps management takes to monitor and control such exposures. Certain 2025 highlights of our core pillars, Responsible Business Practices, People & Culture, Data Responsibility, and Environmental Stewardship, are provided in the table below:


Core Sustainability Pillars	Sustainability Strategy	Highlights of our Sustainability Practices and Initiatives

Responsible Business Practices	We endeavor to promote sound governance and compliance, responsible business practices, and the highest standards of ethics to help us achieve business success and enhance long-term shareholder value.	We maintain the following policies and resources to promote responsible business practices: •A Code of Conduct and Compliance Handbook for our directors, officers, and employees; •A global 24/7 access to anonymous reporting of violations of our Code of Conduct, Compliance Handbook, or any law, rule, or regulation; and • Supplier Code of Conduct.


PAR Technology Corporation			20			2026 Proxy Statement


Core Sustainability Pillars	Sustainability Strategy	Highlights of our Sustainability Practices and Initiatives


People & Culture	We aim to create a safe environment where our employees enjoy and thrive at work each day to support our customers and grow our business.	Our people are one of our most important assets. The impact of our employee-first strategy is highlighted by the employer awards we received in 2025, including Inc Best Workplaces 2025 (HR).


Data Responsibility	We strive to earn our customers’ trust each day by working to keep their valued customer data safe and responsibly managing our security and privacy governance and protocols to promote data protection.	We use various internal organizational cybersecurity and privacy safeguards, controls and procedures for the discovery, identification, classification, assessment, and management of cybersecurity incidents and risks, including: •Endpoint and cloud threat detection and response systems, •Network application and API security services, •Cloud security posture management solutions, •Enterprise data loss prevention and governance services, •Cloud-native security scanners, and •Source code analysis tooling.


Environmental Stewardship	We strive to minimize the environmental impact of our operational footprint through energy-efficient and eco-friendly sustainable business practices.	We have continued to adopt eco-friendly business practices, including: •Regular e-waste recycling; •Data center outsourcing to reduce carbon footprint; and •Reduced shipments and packaging material through product selection and supplier collaboration. Additionally, our Supplier Code of Conduct requires compliance with U.S. laws and regulations regarding conflict minerals sourcing.


PAR Technology Corporation			21			2026 Proxy Statement

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 registered public accounting firm. For the fiscal year ended December 31, 2025, Deloitte & Touche LLP served as the Company’s independent registered public accounting firm. 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 & Touche LLP, as the Company’s independent registered public accounting firm. 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, 2025, with the Company’s management and Deloitte & Touche LLP. In addition, the Audit Committee discussed with Deloitte & Touche LLP, with and without management present, Deloitte & Touche LLP’s evaluation of the overall quality of the Company’s financial reporting. The Audit Committee also discussed with Deloitte & Touche LLP 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 & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence and discussed with Deloitte & Touche LLP 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, 2025.

Audit Committee

Cynthia A. Russo (Chair)

Douglas G. Rauch

James C. Stoffel


PAR Technology Corporation			22			2026 Proxy Statement

Transactions With
Related Persons

The Board of Directors has adopted a 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 shareholders. 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.

Consulting Agreement with PAR Act III & Warrant Amendment

On January 2, 2024 the Company entered into a consulting agreement (the “Consulting Agreement”) with PAR Act III, LLC (“PAR Act III”) pursuant to which PAR Act III provided the Company with strategic consulting, M&A technology due diligence, and other professional and expert services, as requested from time to time by the Company’s Chief Executive Officer. In consideration for the consulting services, the Company amended its common stock purchase warrant issued to PAR Act III on April 8, 2021, to extend the termination date of the warrant to April 8, 2028, provided the Consulting Agreement remained in effect until 5:00 pm on April 8, 2026, which it did. The Consulting Agreement then terminated in accordance with its terms.

The warrant provides PAR Act III the right to purchase 510,287 shares of Company common stock at an exercise price of $74.96 per share. The warrant provides for adjustments to reduce the exercise price and increase the number of shares covered by the warrant for certain issuances of common stock by the Company at a price less than the daily volume weighted average price immediately prior to such issuance. As of January 2, 2024 (the effective date of the Consulting Agreement), the fair market value of the warrant was $8.2 million. The warrant remains unexercised. Keith E. Pascal, a director of the Company, serves as the vice president and secretary of PAR Act III and holds a 0.1% ownership interest in PAR Act III and a 2.5% time-based profits interests, of which two thirds is currently vested.

Jeremy Pascal

Jeremy Pascal, son of Keith E. Pascal, a director of the Company, is a non-executive employee of the Company. From January 1, 2025, through the date of this proxy statement, his total compensation was approximately $169,300, inclusive of base salary, a cash bonus, and the value of certain employee benefits. His compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities.


PAR Technology Corporation			23			2026 Proxy Statement

Executive Officers

The following sets forth certain information regarding our current executive officers as of April 8, 2026:


Name	Age	Title

Savneet Singh	42	Chief Executive Officer and President
Bryan A. Menar	50	Chief Financial Officer
Elizabeth M. Codner	51	Chief Human Resources Officer
Cathy A. King	63	Chief Legal Officer and Corporate Secretary
Oliver Ostertag	37	President, Growth Platforms and AI

Information about Mr. Singh can be found under “Proposal 1. Election of Directors”.

Mr. Menar has served as Chief Financial Officer since January 2017. Mr. Menar also served as the Company’s Chief Accounting Officer until March 1, 2023. Prior to joining PAR, Mr. Menar served as Vice President, Financial Planning & Analysis (FP&A) for Chobani, LLC, where he led the financial planning and analysis team and was responsible for all corporate financial analysis including forecasting, budgeting, business reviews, and financial presentations for both internal and external stakeholders and partners. Mr. Menar has also held senior finance level roles at JC Jones & Associates, Goldman Sachs & Co., and Ernst & Young LLP. Mr. Menar holds a BS in Accounting and Economics from Le Moyne College and an MBA in Finance from The Stern Business School at NYU.

Ms. Codner has served as Chief Human Resources Officer since July 2025. From September 2023 to November 2024, Ms. Codner was Chief People Officer of Form Energy, an private clean energy technology company, and, from July 2019 until September 2023, she served as Chief People Officer of Eat’n Park Hospitality Group; in both roles she was responsible for leading all human resources functions, including talent, total rewards, payroll, employee relations, HR operations, and people systems. Ms. Codner holds a Bachelor of Arts from Penn State University and a Master of Public Management from Carnegie Mellon University.

Ms. King has served as Chief Legal Officer since February 2023 and Corporate Secretary since July 2016. From July 2016 to February 2023, Ms. King served as Vice President, General Counsel. Prior to joining PAR, Ms. King held several lead counsel roles including Vice President, General Counsel & 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. Earlier in her career, Ms. King practiced law and was a member of Bond Schoeneck & King, PLLC and Harris Beach, PLLC. Ms. King holds a JD from Syracuse University College of Law and a BA in Economics and Labor Relations from SUNY Potsdam.

Mr. Ostertag has served as President, Growth Platforms and AI since March 2026. From October 2022 to March 2026, Mr. Ostertag served as GM, Operator Cloud, from January 2022 to October 2022, he served as GM, Brink, and, from April 2021 to December 2021, he served as Senior Director, Business Operations. Before assuming those roles, Mr. Ostertag served in roles covering international operations and development at PAR. Mr. Ostertag has an undergraduate degree in History from Brown University, a JD from the University of Pennsylvania Law School, and an MBA from the Kellogg School of Management at Northwestern University.


PAR Technology Corporation			24			2026 Proxy Statement

Security Ownership of Certain Beneficial Owners and Management

Stock Ownership of Directors, Director Nominees and Officers

The shares of PAR common stock beneficially owned by our directors, director nominees, named executive officers, directors and executive officers as a group, and the holders of more than 5% of PAR’s outstanding common stock as of April 8, 2026, are set forth below. On April 8, 2026, there were 41,246,199 shares of common stock outstanding. Under the rules of the SEC, a person’s beneficial ownership of PAR common stock includes shares of common stock as to which the person has sole or shared voting or dispositive power and shares which the person has the right to acquire within 60 days of determination, including through the exercise of stock options or the vesting/settlement of restricted stock units payable in shares of PAR common stock. Except as otherwise indicated, the information provided in the tables below is based on our records, information filed with the SEC, and information provided to PAR.

The following table sets forth the beneficial ownership of our common stock as of April 8, 2026, by all directors and director nominees, each of the named executive officers listed in the Summary Compensation Table, and our directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares of common stock beneficially owned, subject to community property laws where applicable.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (%)

Directors and Director Nominees
Linda M. Crawford	8,110(1)	*%
Keith E. Pascal	17,259(1)	*%
Douglas G. Rauch	14,490(1)	*%
Cynthia A. Russo	51,450(1)	*%
Narinder Singh	15,519(1)	*%
Savneet Singh	See holdings below	See percent below
James C. Stoffel	31,190(1)	*%


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Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (%)

Named Executive Officers
Savneet Singh	660,258(2)	1.6	%
Bryan A. Menar	55,228(3)	*%
Cathy A. King	64,578(4)	*%
Current directors and executive officers as a group (11 persons)	929,911(5)	2.3	%

*Less than 1%

1.Includes 2,730 unvested restricted stock units that vest on the earlier of June 12, 2026, and the date of the Annual Meeting.

2.Includes 575,000 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days. Excludes shares owned by SS2018 LLC, a Delaware limited liability company (“SS2018”), because Mr. Singh no longer has ownership of SS2018, is no longer a manager of SS2018, and no longer has influence or control over SS2018. Excludes all 122,539 RSUs and all PRSUs, as none vest within 60 days.

3.Includes 15,070 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days. Excludes all 23,099 RSUs, as none vest within 60 days.

4.Includes 29,530 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days. Excludes all 21,578 RSUs, as none vest within 60 days.

5.Includes 619,600 shares subject to currently exercisable stock options or stock options that will be exercisable within 60 days and 16,380 unvested restricted stock units that vest on the earlier of June 12, 2026, and the date of the Annual Meeting.

Stock Ownership of Certain Beneficial Owners

The following table provides information regarding the beneficial ownership of each person known by us to beneficially own more than 5% of PAR common stock as of April 8, 2026 (percent of class is calculated based on the shares outstanding as of April 8, 2026).


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (%)

Voss Capital, LP 3773 Richmond, Suite 500 Houston, Texas 77046	5,426,600(1)	13.2	%
Capital Research Global Investors 333 South Hope Street 55th Fl Los Angeles, California 90071	3,237,004(2)	7.8	%
FMR LLC 245 Summer Street Boston, Massachusetts 02210	2,879,543(3)	7.0	%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	2,846,749(4)	6.9	%
T. Rowe Price Investment Management, Inc. 1307 Point Street Baltimore, Maryland 21231	2,612,424(5)	6.3	%


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1.Voss Value Master Fund, L.P., a Cayman Islands limited partnership ("Voss Value Master Fund"), has sole voting power and sole dispositive power with respect to 845,000 shares; Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership ("Voss Value-Oriented Special Situations Fund"), has sole voting power and sole dispositive power with respect to 145,100 shares; Voss Advisors GP, LLC, a Texas limited liability company ("Voss GP"), as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, has sole voting power and sole dispositive power with respect to 990,100 shares; Voss Capital, L.P., a Texas limited partnership ("Voss Capital"), as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the "Voss Managed Accounts"), has sole voting power and sole dispositive power with respect to 4,451,600 shares and shared voting power and shared dispositive power with respect to 975,000 shares; and Travis W. Cocke (together with the Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital, the “Voss Group”), as managing member of Voss GP and Voss Capital, has sole voting power and sole dispositive power with respect to 4,451,600 and shared voting power and shared dispositive power with respect to 975,000 shares. This information has been obtained from a Schedule 13D filed jointly by the Voss Group with the SEC on March 4, 2026.

2.Capital Research Global Investors has sole voting power and sole dispositive power with respect to 3,237,004 shares. This information has been obtained from a Schedule 13G/A filed by Capital Research Global Investors with the SEC on November 13, 2025.

3.FMR LLC has sole voting power with respect to 2,878,122 shares and sole dispositive power with respect to 2,879,543 shares. Abigail P. Johnson, a Director, the chairman and the chief executive officer of FMR LLC, has sole dispositive power with respect to 2,879,543 shares. This information has been obtained from a Schedule 13G/A jointly filed by FMR LLC and Abigail P. Johnson with the SEC on May 12, 2025.

4.BlackRock, Inc. has sole voting power with respect to 2,798,848 shares and sole dispositive power with respect to 2,846,749 shares. This information has been obtained from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on April 17, 2025.

5.T. Rowe Price Investment Management, Inc. has sole voting power with respect to 2,606,376 shares and sole dispositive power with respect to 2,612,424 shares. This information has been obtained from a Schedule 13G/A filed by T. Rowe Price Investment Management, Inc. with the SEC on April 8, 2026.

Delinquent Section 16(a) Reports

Our directors and officers and the beneficial owners of more than ten percent (10%) of the Company’s common stock are required under the Exchange Act to file with the SEC reports of ownership and changes of ownership in the Company’s common stock.

Based solely on a review of Section 16 filings filed electronically with the SEC and, as applicable, written representations that no other reports were required, the Company believes that during the fiscal year ended December 31, 2025, our directors and officers and the beneficial owners of more than ten percent (10%) of the Company’s common stock filed the required reports under Section 16(a) of the Exchange Act on a timely basis.


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Director Compensation

2025 Director Compensation

Compensation for our non-employee directors in 2025 consisted of a mix of cash and equity. Directors who are also our employees do not earn any additional compensation for service as a director.

In June 2025, the Compensation Committee was provided with an analysis of non-employee director compensation, including a review of non-employee director compensation of the 2025 peer group of companies used to evaluate 2025 executive compensation and is described below in “Compensation Discussion and Analysis – Market Data and External Pay Considerations”.

Based on the Compensation Committee’s review of peer group compensation and other relevant market data, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, maintaining the same non-employee director compensation for 2025 as for 2024. For 2025, the non-employee director compensation consisted of the following:


Cash Retainers:			($)
Annual Cash Retainer			40,000
Annual Chairperson Retainer			50,000
Audit Committee Retainers:
Chair			20,000
Non-Chair Member			10,000
Compensation Committee Retainers:
Chair			15,000
Non-Chair Member			7,500
Nominating and Corporate Governance Committee Retainers:
Chair			10,000
Non-Chair Member			5,000
Equity Retainer:
Target Annual Equity Grant Value			175,000

Cash retainers are paid to our non-employee directors quarterly in arrears. 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.


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For 2025, each non-employee director received an annual award of 2,730 restricted stock units (“RSUs”) having a target grant value of $175,000, which vest on the earlier of June 12, 2026, or the date of the Annual Meeting, subject to continued service through that date. The 2025 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”).

The 2025 compensation earned by or paid to our non-employee directors was as follows:


Name of Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)

Linda M. Crawford	60,000	173,710	233,710
Keith E. Pascal	40,000	173,710	213,710
Douglas G. Rauch	60,000	173,710	233,710
Cynthia A. Russo	67,500	173,710	241,210
Narinder Singh	52,500	173,710	226,210
James C. Stoffel	107,500	173,710	281,210

1.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 2025, calculated based on the closing price of our common stock on June 12, 2025, of $63.63. The stock price used to determine the number of RSUs granted was the $64.10 closing price of our common stock on June 2, 2025, the date of the first Compensation Committee meeting following the annual meeting of shareholders in 2025, though the actual grant date was June 12, 2025. Each non-employee director had 2,730 unvested RSUs outstanding as of December 31, 2025.

Stock Ownership Guidelines for Non-Employee Directors

Our non-employee directors are required to hold shares of the Company’s common stock with a fair market value equal to three times the amount of the annual cash retainer payable to the non-employee director. All (i) shares of common stock owned directly by, or held in trust for the benefit of, a non-employee director or the director’s spouse or any minor children that share the same home and (ii) time-vesting restricted stock units, count toward the satisfaction of these requirements. Each of our non-employee directors satisfied these guidelines in 2025. Any new non-employee director would be required to attain such ownership within five years of joining the Board.


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Compensation Discussion
and Analysis

This Compensation Discussion and Analysis describes our executive compensation for 2025, including the compensation of our named executive officers (“NEOs”), and illustrates the objectives, elements and philosophy of our executive compensation programs.

Our NEOs for 2025 were:


NEO			Title

Savneet Singh			Chief Executive Officer and President (“CEO”)
Bryan A. Menar			Chief Financial Officer
Cathy A. King			Chief Legal Officer and Corporate Secretary

Advisory Vote on Executive Compensation

At our 2025 annual meeting of shareholders (the “2025 Annual Meeting”), we submitted a proposal to our shareholders for a non-binding advisory vote to approve the compensation of our NEOs as disclosed in last year’s proxy statement. The proposal received a favorable vote from approximately 79% of the votes cast. We value the perspectives our shareholders express through the annual say-on-pay vote and through our ongoing engagement with the investment community on corporate governance issues.

In advance of the 2025 Annual Meeting, we reached out to 14 institutional shareholders, representing approximately 44% of our outstanding common stock at that time, and offered to address any questions they had, including with respect to our say-on-pay proposal. After receiving the results of the say-on-pay vote at the 2025 Annual Meeting, we contacted seven of our largest institutional holders, collectively holding approximately 21% of our outstanding common stock at that time, and offered to meet with them to review our executive compensation program and its overall design. We actively engaged with the four shareholders who accepted our offer to meet, collectively holding approximately 15% of our outstanding common stock at that time, as well as those shareholders who independently requested meetings. These conversations provided valuable insight into investor priorities and expectations, including with respect to peer group selection and the structure and magnitude of CEO compensation. The Chair of the Compensation Committee, Linda M. Crawford, together with members of management, participated in these conversations and the Compensation Committee carefully considered this feedback as part of its evaluation of executive pay decisions and the continued evolution of our executive compensation program. During these conversation, Ms. Crawford also provided shareholders with insight into the Compensation Committee’s philosophy for compensating Mr. Singh for his transformational leadership in repositioning the Company around its high-growth SaaS platform, driving significant expansion of annual recurring revenue (“ARR”)—including through strategic acquisition activity—and successfully divesting the legacy Government business. The Compensation Committee has also discussed our executive compensation program design and voting results with FW Cook, its independent compensation consultant, and considers evolving corporate governance perspectives from proxy advisory firms and other market participants as part of its ongoing evaluation of executive compensation practices.


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All shareholders we spoke to after the 2025 Annual Meeting raised concerns regarding the grant of special or off-cycle awards, particularly those consisting solely of time-vesting equity, despite the Compensation Committee’s view that the one-time award granted to the CEO in December 2024 was essential for retention and consistent with market practice. Consistent with this shareholder feedback, the Compensation Committee did not grant special or off-cycle awards to any of our NEOs and remains committed to avoiding granting such awards or paying discretionary bonuses except in compelling circumstances where they are justified by retention or other critical needs and aligned with long-term shareholder value creation. Additionally, the Compensation Committee made the following changes:

•Beginning in 2025, the Compensation Committee transitioned to CEO equity grants comprising 50% performance vesting RSUs (“PRSUs”), subject to a cumulative three-year performance period and cliff vesting at the end of the performance period, and 50% RSUs vesting annually over three years, reinforcing sustained, long-term value creation while maintaining annual RSU vesting for retention continuity. This PRSU structure represented a change, partially in response to shareholder feedback from prior years, in which the PRSU structure provided for equally weighted one-year, two-year, and three-year performance and vesting periods.

•Beginning in 2026, the Compensation Committee transitioned to equity grants for our other NEOs comprising 25% PRSUs, subject to a cumulative three-year performance period and cliff vesting at the end of the performance period, and 75% RSUs vesting annually over three years, to strengthen long-term alignment with shareholder return for our executive team. This change was also influenced by our discussions with shareholders.

The Compensation Committee and our management team are committed to continued engagement with shareholders to understand their perspectives and to demonstrate the strong alignment between our executive compensation program, on the one hand, and the Company’s business strategy, goals, and financial and operating performance, on the other hand.


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Compensation Governance Best Practices

We are committed to strong governance practices with respect to our compensation framework. We believe that our practices are consistent with our emphasis on tying executive compensation to the achievement of short-term and long-term performance targets while discouraging excessive risk-taking. The following chart highlights some of our governance practices with respect to executive compensation:


What We Do


ü			Maintain formulaic annual performance-based incentives


ü			Maintain a robust clawback policy that allows the Compensation Committee to go beyond SEC requirements and claw-back all incentive-based compensation and any service-based equity awards


ü			Work with an independent compensation consultant that only reports to the Compensation Committee


ü			Allocate time for executive sessions for the Compensation Committee without management present


ü			Maintain open lines of communication with shareholders


ü			Maintain significant stock ownership guidelines for executives, featuring a 6x salary multiple for our CEO


ü			Double trigger change-in-control provisions for equity awards


ü			Align pay with performance by granting a minimum of 25% of long-term incentive compensation in the form of PRSUs (and 50% for our CEO)


What We Do Not Do


X			No excise tax gross-ups upon a change-in-control


X			No pledging, hedging, or speculative transactions are permitted by our employees, including our NEOs


X			No excessive perquisites to our employees, including our NEOs


X			No stock option grants with an exercise price less than fair market value on the grant date


X			No re-pricing of underwater stock options


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Compensation Objectives

Our executive compensation programs are built to drive creation of shareholder value by linking company and individual performance. The 2025 executive compensation programs were designed to create incentives that are proportional to the financial returns that executives are able to deliver to shareholders through the achievement of short-term and long-term performance targets. To accomplish this, we seek to achieve and maintain the following characteristics within our compensation programs:

•Pay-for-Performance. The majority of executive compensation is variable and comes from our performance-based short-term cash incentive (“STI”) and long-term equity incentive (“LTI”) programs. The STI and LTI programs are structured to create strong ties between compensation and performance. STI bonuses are tied to the achievement of performance targets linked to established financial measures and behaviors that reinforce our core values of urgency, ownership, delivering outcomes, never settling and winning together. LTI awards seek to incentivize the growth of shareholder value over time.

•Competitive Compensation. We provide compensation opportunities that are competitive with the compensation levels and practices of our peers. Compensation decisions are made by considering company performance, individual leadership performance, and relevant market and peer data. We seek to attract, retain, develop, and incentivize top performers in a highly competitive global market for talent by aligning their interests with the interests of our shareholders.

Process for Setting Executive Compensation

Role of the Compensation Committee and CEO

The Compensation Committee establishes and approves the annual compensation of our NEOs and certain other senior leaders, including the key elements of pay. Our CEO partners with the Compensation Committee to set performance priorities, establish target compensation ranges, and assess the performance of our other NEOs, informed by market data and analysis provided by FW Cook, the Compensation Committee’s independent compensation consultant (described below).

Our CEO does not make recommendations regarding his own compensation. At least annually, the Compensation Committee: reviews and approves corporate goals and objectives relevant to the compensation of our CEO; evaluates our CEO’s performance in light of those goals and objectives; and based on this evaluation, determines and approves our CEO’s compensation (including his cash and equity incentive components). In determining the incentive components of our CEO’s compensation, the Compensation Committee considers multiple factors, including: the Company’s performance and relative shareholder return; the value of similar incentive awards to chief executive officers at comparable companies; awards that have been given historically to our CEO; and the recommendations of its independent compensation consultant (discussed below).

Role of the Compensation Consultant

The Compensation Committee continued to engage FW Cook as its independent compensation consultant to provide advice and analytical support with respect to executive compensation for 2025. The Compensation Committee requested, and FW Cook conducted, an annual analysis of executive compensation compared to peer company practice and data. The Compensation Committee assessed the independence of FW Cook and concluded that FW Cook maintains the requisite independence, as well as the skills, knowledge, industry expertise, and experience necessary to provide objective and effective advice. FW Cook also has the resources to support a comprehensive approach to executive compensation analysis, program design, and strategy.


PAR Technology Corporation			33			2026 Proxy Statement

During 2025, the Compensation Committee, in conjunction with FW Cook and management, performed a risk assessment of our compensation policies and practices. Our Board and Compensation Committee aim to structure our executive and non-executive compensation programs to incentivize the creation and preservation of shareholder value and discourage excessive or unnecessary risk taking. In evaluating compensation-related risk, the Compensation Committee considered, among other factors: the balance between short-term and long-term incentives; the use of multiple performance metrics in assessing performance and determining payouts under our incentive programs; the presence of caps on incentive award payouts; and the design and scope of our Clawback and Forfeiture Policy.

Market Data and External Pay Considerations

In its oversight of the compensation practices for our CEO and other NEOs, the Compensation Committee reviews industry and peer compensation data specific to comparable technology companies to confirm that executive compensation is within an appropriate competitive range. The Compensation Committee considers this external pay comparison data as a market check on its compensation decisions. The composition of the peer group is reviewed at least annually, with adjustments made as appropriate to maintain comparability and reflect any mergers, acquisitions, or significant changes among the peer group companies.

With input from FW Cook, the Compensation Committee selected a peer group of 20 companies in September 2024 to guide its compensation decisions for 2025 executive compensation based primarily on maintaining a close balance of smaller and larger companies compared to the Company’s annual revenues and market capitalization. To achieve this goal, the Compensation Committee prioritized including peer group companies with the following characteristics (based on information available at the time of selection in September 2024):

•Companies in the software, internet, and technology industries, with a focus on SaaS companies primarily focused on cloud-based software and services, with less of an emphasis on hardware;

•Companies with revenues (trailing four quarters) between $300 million and $1.0 billion; and

•Companies with market capitalization between $750 million and $3 billion.

The resulting peer group included significantly fewer hardware companies when compared to the peer groups used by third-party proxy advisor firms, with those proxy advisor peer groups aligning with the Company’s GICS code at the time. In 2025, the Company’s GICS code changed to 4510 (Software & Services), to more closely reflect the Company’s current business. The Compensation Committee also considered FW Cook’s assessment of the strength of comparability of a variety of business characteristics, including headcount, operating cash flow, revenue growth, product offerings, end markets, and length of time since initial public offering.

Ten companies that were in the 2024 peer group were not included in the 2025 peer group. Alteryx, Inc., Everbridge, Inc., and Model N, Inc. were excluded because they were acquired and the other seven were primarily excluded because their market capitalizations fell outside of the Compensation Committee’s desired range. Thirteen companies were added as peer group companies. The resulting peer group of 20 companies had trailing four quarter revenues ranging from $245 million to $915 million and market capitalizations (on August 30, 2024) between $837 million and $4.47 billion. The peer group resulted in the Company’s projected 2024 revenue and market capitalization on August 30, 2024, being very close to the median of the updated peer group, with revenue 6% below the median and market capitalization 1% above the median.


PAR Technology Corporation			34			2026 Proxy Statement


2025 Peer Group

Agilysys Inc.	AvidXchange Holdings, Inc.	E2open Parent Holdings, Inc.
EverCommerce Inc.	Fastly, Inc.	Flywire Corporation
Jamf Holding Corporation	JFrog Limited	LiveRamp Holdings, Inc.
MeridianLink, Inc.	N-able, Inc.	nCino, Inc.
PagerDuty, Inc.	Progress Software Corporation	PROS Holdings, Inc.
Q2 Holdings, Inc.	Sprout Social, Inc.	Verint Systems Inc.
Workiva, Inc.	Zuora Inc.

With input from FW Cook, in October 2025, the Compensation Committee selected a peer group of 19 companies to guide its compensation decisions going forward, based primarily on maintaining a close balance of smaller and larger companies compared to the Company’s annual revenues and market capitalization.

Five companies that were in the 2025 peer group were not included in the 2026 peer group: Zuora Inc. because it was acquired; PROS Holdings, Inc., Sprout Social, Inc., and Verint Systems Inc. because their market capitalizations fell below the Compensation Committee’s desired market capitalization range; and JFrog Limited because its market capitalization exceeded the Compensation Committee’s desired market capitalization. Four companies were added to the peer group. The resulting peer group of 19 companies had trailing four quarter revenues ranging from $289 million to $940 million and market capitalizations (on September 30, 2025, except as provided for in the below table) between $876 million and $4.82 billion. The Compensation Committee believed that the Company’s 2025 analyst consensus revenue at the time of $447 million and its $1.61 billion market capitalization on September 30, 2025, compared reasonably to the peer group ranges.


2026 Peer Group

Agilysys Inc.	Alkami Technology, Inc. ^	AvidXchange Holdings, Inc.•
E2open Parent Holdings, Inc.•	EverCommerce Inc.	Fastly, Inc.
Flywire Corporation	Intapp, Inc. ^	Jamf Holding Corporation
LiveRamp Holdings, Inc.	Marqeta, Inc. ^	MeridianLink, Inc.•
N-able, Inc.	nCino, Inc.	PagerDuty, Inc.
Progress Software Corporation	Q2 Holdings, Inc.	Qualys, Inc.^
Workiva, Inc.

^ New peers added at October 2025 Compensation Committee meeting.

• Peers that announced acquisition agreements after filing their proxy statements in the spring of 2025. For these companies, market capitalization was measured as of the following dates, each of which was the last trading day prior to the announcement: AvidXchange Holdings, Inc. (May 5, 2025), MeridianLink, Inc. (August 8, 2025), and E2open Parent Holdings, Inc. (May 23, 2025).

Since the selection of the 2026 peer group, the Compensation Committee has continued to monitor and consider the Company’s relatively lower market capitalization when compared to the peer group in making compensation decisions. As a result of this consideration, the 2026 LTI awards for our current NEOs are expected to be lower than the 2026 peer group median and the CEO’s 2026 equity award is expected to have meaningfully lower grant value than his 2025 equity award.


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Executive Compensation

2025 Executive Compensation Programs

The Compensation Committee’s actions with respect to our executive compensation programs reflect a deliberative process intended to ensure that the objectives of our compensation programs are based on pay-for-performance principles and designed to attract, retain, and reward top performers within competitive compensation ranges. Decisions regarding 2025 NEO compensation included consideration of each of our NEO’s individual experience, expertise, skills, responsibilities, commitment, and current and anticipated sustained contributions to the Company’s corporate goals and objectives. The 2025 NEO compensation decisions also considered prior compensation adjustments, prior award accumulation, contractual commitments (if any), and the competitiveness of our 2025 NEO compensation relative to market data.

Base Salary

The Compensation Committee chose to increase each of the NEOs’ base salaries in 2025 by 4.0% to maintain salaries at a competitive level and fairly match each NEO’s experience, performance, duties, and responsibilities. In making these decisions, the Compensation Committee considered (i) the salary amount relative to peer group data, (ii) its subjective assessment of the NEOs’ performance, experience, and breadth of responsibilities, and (iii) balance of cash and equity-based compensation levels. The following sets forth each NEO’s base salary for 2025:


NEO	2024 Base Salary ($)	2025 Base Salary ($)(1)	% Increase

Savneet Singh	620,000	645,000	4	%
Bryan A. Menar	416,000	432,640	4	%
Cathy A. King	416,000	432,640	4	%

1. Base salaries were effective February 22, 2025.

Short-Term Incentive Compensation

Each NEO is eligible to receive STI compensation, with annual target awards established by the Compensation Committee at levels intended to provide a competitive short-term incentive opportunity. For 2025, the Compensation Committee determined not to increase the STI target opportunity for any NEOs. In making these decisions, the Compensation Committee considered (i) the total amount of short-term compensation relative to peer group data, and (ii) its subjective assessment of the NEO’s performance, experience, and breadth of responsibilities. The following sets forth each NEO’s annual STI target for 2025, which were consistent with STI targets for 2024:


NEO	2024 STI target as (% of Base Salary)	2025 STI target as (% of Base Salary)	% Increase

Savneet Singh	100	100	—	%
Bryan A. Menar	65	65	—	%
Cathy A. King	50	50	—	%


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The Compensation Committee selected management performance measures for the 2025 STI program that aligned with the Company’s corporate goals and objectives, focusing on what the Compensation Committee believed to be the most impactful drivers of shareholder return. The following served as the foundation for measuring our NEOs’ performance in 2025, which remained the same as the measures used for our 2024 STI program, except that Non-GAAP Adjusted EBITDA was weighted 50% for all NEOs, reflecting the divestiture of our Government segment in 2024:


Financial Measure	Rationale	Weighting


ARR(1)	A key performance indicator that enables the measurement of the financial progress of the Company.	50%


Non-GAAP Adjusted EBITDA(2)	Used to measure the core business operating results and profitability of the Company.	50%

1.ARR is the annualized recurring revenue from our subscription services, which includes subscription fees for our SaaS solutions, related support, and transaction-based fees for payment processing services. We calculate ARR by annualizing the monthly recurring revenue for all active sites as of the last day of each month for the respective reporting period, adjusted to exclude ARR that may not be indicative of management’s performance.

SEC Form DEF 14A filed by PAR Technology Corporation