DEF 14A of Par Technology Corp, Apr 17, 2025

DEF 14A of Par Technology Corp

Filed Apr 17, 2025 · FY20240000708821-25-000056

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | | | | | Board Committees | | | | Name | Age | Director Since | Independent* | Audit | Comp | NCGC | | Linda M. Crawford | 61 | 2023 | ✔ | | Chair | l | | Keith E. Pascal | 60 | 2021 | | | | | | Douglas G. Rauch | 73 | 2017 | ✔ | l | | Chair | | Cynthia A. Russo | 55 | 2015 | ✔ | Chair, + | l | | | Narinder Singh | 51 | 2021 | ✔ | | l | l | | Savneet Singh Chief Executive Officer and President, PAR Technology Corporation | 41 | 2018 | | | | | | James C. Stoffel Chairman of the Board of Directors | 79 | 2017 | ✔ | l | l | |

  3. Director Nominees

    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 the NYSE and our Corporate Governance Guidelines.

  4. Director Nominees

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

  5. Director Nominees

    | PAR Technology Corporation | 6 | 2025 Proxy Statement |

  6. Director Nominees

    | Savneet Singh CEO and President, PAR Technology Corporation Director Since: 2018 Age: 41 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 Risk Committee. 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) |

  7. Director Nominees

    | PAR Technology Corporation | 7 | 2025 Proxy Statement |

  8. Director Nominees

    | Linda M. Crawford Director Since: 2023 Age: 61 Independent Committee Memberships: •Compensation (Chair) •Nominating and Corporate Governance | Business and Other Experience Ms. Crawford currently acts as an advisor to several venture backed companies (since March 2022) and serves on the board of directors of Verint Systems Inc., a provider of customer engagement solutions, and Equilar, a private information services firm with products focused on compensation. 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 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 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: Verint Systems Inc. (Nasdaq: VRNT) Prior: •ChannelAdvisor Corporation (NYSE: ECOM) •Demandware, Inc. (NYSE: DWRE) |

  9. Director Nominees

    | PAR Technology Corporation | 8 | 2025 Proxy Statement |

  10. Director Nominees

    | Keith E. Pascal Director Since: 2021 Age: 60 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. 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 as a member of the board of another public company. Other Public Company Boards Current: None Prior: •BJ’s Restaurants, Inc. (Nasdaq: BJRI) |

  11. Director Nominees

    | PAR Technology Corporation | 9 | 2025 Proxy Statement |

  12. Director Nominees

    | Douglas G. Rauch Director Since: 2017 Age: 73 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, the last 14 years as a President until his retirement in June 2008. Since June 2015, Mr. Rauch is the Founder and has 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 |

  13. Director Nominees

    | PAR Technology Corporation | 10 | 2025 Proxy Statement |

  14. Director Nominees

    | Cynthia A. Russo Director Since: 2015 Age: 55 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 throughout 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 leader in payment and commerce solutions, and is the Chair of the Audit Committee. Ms. Russo currently serves as CFO Operating Partner for K1 Investment Management at two of their portfolio companies: SimPRO Holdings, Inc. (Simpro), a global SaaS business offering comprehensive field service management solutions, since November 2023, and Panopto, Inc., a global AI video learning platform catering to education institutions and enterprises, since December 2024. She also served as CFO Operating Partner for Canvas Solutions, Inc. (GoCanvas), a global SaaS provider of field operations and inspections solutions, 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 insight platform that enables organizations to deliver a better customer experience, from February 2021 to January 2023, when it was sold to Thoma Bravo and Sunstone Partners. From March 2021 to September 2022, Ms. Russo served as Interim Chief Financial Officer of Optoro, Inc., a company offering 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. Prior to that, Ms. Russo served as Executive Vice President and CFO of MICROS Systems, Inc., a global, public enterprise information system software, hardware and services company for retail and hospitality industries (Nasdaq: MCRS). During her 19 years at MICROS, Ms. Russo served in a variety of senior financial roles until MICROS Systems’ acquisition by Oracle in September 2014. Key Qualifications Ms. Russo is a certified public accountant and certified internal auditor. Her more than 30-year career as a certified public accountant serving in finance and technology related roles provides the Board with substantial knowledge regarding financial and risk management matters, including cybersecurity risks, as well as valuable operational and senior leadership expertise. She brings public company governance experience as a member of boards of other public companies. Other Public Company Boards Current: Verra Mobility Corporation (Nasdaq: VRRM) Prior: UserTesting, Inc. (NYSE: USER) |

  15. Director Nominees

    | PAR Technology Corporation | 11 | 2025 Proxy Statement |

  16. Director Nominees

    | Narinder Singh Director Since: 2021 Age: 51 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 he served as a director of Appirio Inc., a leader in delivering cloud innovation to companies through emerging technologies, from September 2006 until its acquisition by Wipro Limited in November 2016. At Appirio, Mr. Singh also served as President and Chief Strategy Officer of Topcoder, a division of Appirio and a crowdsourcing design, development, and data science 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/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 serves on the board of directors of the Sikh Coalition, a non-profit organization. Key Qualifications Mr. Singh brings to the Board significant leadership experience in the technology industry, including experience with software development and the execution of go-to-market strategies. He also brings financial expertise and a strong understanding of the issues facing both mature and start-up companies. He has valuable experience in addressing a variety of complex issues including corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and acquisition integration. Other Public Company Boards Current: None Prior: None |

  17. Director Nominees

    | PAR Technology Corporation | 12 | 2025 Proxy Statement |

  18. Director Nominees

    | James C. Stoffel Director Since: 2017 Chairman Since: 2023 Lead Director: 2020-2023 Age: 79 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)) |

  19. Director Nominees

    | PAR Technology Corporation | 13 | 2025 Proxy Statement |

  20. Director Nominees

    Corporate Governance

  21. 2024 Director Compensation

    2024 Director Compensation Compensation for our non-employee directors in 2024 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 2024, the Compensation Committee was provided with an analysis of non-employee director compensation, including a review of non-employee director compensation of the 2024 peer group of companies used to evaluate 2024 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, to maintain the same non-employee director compensation for 2024 as for 2023, except for an increase to the cash compensation for the Chairman of the Board to align closer with market practices. For 2024, the non-employee director compensation consisted of the following:

  22. 2024 Director Compensation

    | Cash Retainers: | ($) | | Annual Cash Retainer | 40,000 | | Annual Chairman 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: | | | Annual Equity Grant (Grant Date Fair Value) | 175,000 |

  23. 2024 Director Compensation

    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.

  24. 2024 Director Compensation

    | PAR Technology Corporation | 26 | 2025 Proxy Statement |

  25. 2024 Director Compensation

    For 2024, each non-employee director received an annual award of 3,395 restricted stock units (“RSUs”) having a grant date value of $175,000, which vest on the earlier of August 12, 2025 or the date of the Annual Meeting, subject to continued service through that date. The 2024 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”). The 2024 compensation earned by or paid to our non-employee directors was as follows:

  26. 2024 Director Compensation

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Linda M. Crawford | 51,538 | 174,978 | 226,516 | | Keith E. Pascal | 40,000 | 174,978 | 214,978 | | Douglas G. Rauch | 63,173 | 174,978 | 238,151 | | Cynthia A. Russo | 69,615 | 174,978 | 244,593 | | Narinder Singh | 52,500 | 174,978 | 227,478 | | James C. Stoffel | 99,250 | 174,978 | 274,228 |

  27. 2024 Director Compensation

    1.Compensation is prorated for the number of days served on the Board and, as applicable, service in any particular role or on any particular committee. 2.This column includes the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) with respect to stock awards made to non-employee directors in 2024, calculated based on the closing price of our common stock on August 12, 2024 of $51.54. Each non-employee director had 3,395 unvested RSUs outstanding as of December 31, 2024.

  28. Compensation Governance Best Practices

    | What We Do | | | ü | Maintain formulaic annual performance-based incentives | | ü | Maintain a robust clawback policy | | 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 | | ü | Double trigger change-in-control provisions for equity awards |

  29. Compensation Governance Best Practices

    | What We Do Not Do | | | X | No excise tax gross-ups upon a change-in-control | | X | No hedging or speculative transactions are permitted by our employees, including our NEOs | | X | No re-pricing of underwater stock options | | X | No stock option grants with an exercise price less than fair market value on the grant date | | X | No excessive perquisites to our employees, including our NEOs |

  30. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee continued to engage FW Cook as its independent compensation consultant to provide information and advice concerning executive compensation for 2024. FW Cook was asked to include an annual analysis of executive compensation compared to peer company practice and data. The Compensation Committee determined that FW Cook has the appropriate independence and necessary skills, knowledge, industry expertise, and experience to provide such services. FW Cook also had the necessary resources to provide a comprehensive approach to executive compensation analysis, planning, and strategy.

  31. Role of the Compensation Consultant

    | PAR Technology Corporation | 30 | 2025 Proxy Statement |

  32. Role of the Compensation Consultant

    During 2024, the Compensation Committee, in conjunction with FW Cook and management, assessed our compensation policies and practices. Our Board and our 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. Considerations in the compensation risk assessment included: the balance between short-term and long-term incentives; the diversity of metrics used to assess performance and payouts under our incentive programs; capped incentive award payout opportunities; and the scope of our Clawback and Forfeiture Policy.

  33. Market Data and External Pay Considerations

    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 but not for tying any component of our executive compensation to any specific level relative to our peers or other compensation data. The composition of the peer group is reviewed 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 17 companies to guide its compensation decisions for 2024 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 focused its search on peer group companies with the following characteristics (based on information available at the time of selection in September 2023): •Software, internet and technology industries; •Revenues (trailing four quarters) between $150 million and $1.0 billion; and •Market capitalization between $500 million and $5 billion. The Compensation Committee also considered FW Cook’s assessment of the strength of comparability relative to a variety of business characteristics, including headcount, operating cash flow, revenue growth, product offerings, end markets, and length of time since initial public offering. Four companies that were in the 2023 peer group were not included in the 2024 peer group, ChannelAdvisor Corporation, EVO Payments, Inc., and Sumo Logic, Inc., because they were acquired, and Upland Software, Inc., because its market capitalization fell below the desired range; Agilysys Inc., Consensus Cloud Solutions, Inc., Model N., Inc. and OneSpan Inc. were added as peer group companies. The added peer group companies had trailing four quarter revenues ranging from $198 million to $365 million and market capitalizations (on June 30, 2023) between $593 million to $1.35 billion. The following companies constitute our 2024 peer group:

  34. Market Data and External Pay Considerations

    | 2024 Peer Group | | | | Agilysys Inc. | Alteryx, Inc. | Big Commerce Holdings, Inc. | | Consensus Cloud Solutions, Inc. | Domo, Inc. | E2open Parent Holdings, Inc. | | Everbridge, Inc. | Fastly, Inc. | Flywire Corporation | | Harmonic, Inc. | Model N, Inc. | Olo, Inc. | | OneSpan Inc. | PagerDuty, Inc. | PROS Holdings, Inc. | | SPS Commerce Inc. | Zuora, Inc. | |

  35. Market Data and External Pay Considerations

    | PAR Technology Corporation | 31 | 2025 Proxy Statement |

  36. Market Data and External Pay Considerations

    With input from FW Cook, the Compensation Committee selected a peer group of 20 companies in September 2024 to guide its executive compensation decisions moving forward, based primarily on maintaining a close balance of smaller and larger companies compared to the Company’s annual revenues and market capitalization. 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 excluded because their market capitalizations fell below the Committee’s desired market capitalization range; thirteen companies were added as peer group companies. The added peer group companies had trailing four quarter revenues ranging from $308 million to $915 million and market capitalizations (on August 30, 2024) between $1.67 billion to $4.47 billion. The adjusted peer group resulted in the Company’s projected 2024 revenue and market capitalization on August 30, 2024 being at the median of the updated peer group.

  37. Market Data and External Pay Considerations

    | 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. | |

  38. Market Data and External Pay Considerations

    ^ New peers added at September 2024 Compensation Committee meeting.

  39. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Each NEO is eligible to receive short-term incentive (“STI”) compensation, with annual target awards established by the Compensation Committee at levels intended to provide a competitive short-term incentive opportunity. For 2024, 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 2024, which were consistent with STI targets for 2023, other than for Mr. Malhotra (whose employment terminated prior to the establishment of the 2024 STI program and target opportunities):

  40. Short-Term Incentive Compensation

    | NEO | 2023 STI target as (% of Base Salary) | 2024 STI target as (% of Base Salary) | % Increase | | Savneet Singh | 100 | 100 | —% | | Bryan A. Menar | 65 | 65 | —% | | Cathy A. King | 50 | 50 | —% | | Michael D. Nelson | 40 | 40 | —% |

  41. Short-Term Incentive Compensation

    | PAR Technology Corporation | 33 | 2025 Proxy Statement |

  42. Short-Term Incentive Compensation

    The Compensation Committee selected management performance measures for the 2024 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 2024, which remained the same as the measures used for our 2023 STI program:

  43. Short-Term Incentive Compensation

    | Financial Measure | Rationale | Weighting | | Annual Recurring Revenue (ARR)(1) | A key performance indicator that enables the measurement of the financial progress of the Company. | 50% (Mr. Singh, Mr. Menar & Ms. King) | | Non-GAAP Adjusted EBITDA (Total Company)(2) | Used to measure the core business operating results and profitability of the total Company. | 50% (Mr. Singh) | | Non-GAAP Adjusted EBITDA (R/R Segment)(3) | Used to measure the core business operating results and profitability of the Company’s restaurant/retail segment. | 50% (Mr. Menar & Ms. King) | | Government Segment Net Income Before Taxes | Used to measure the operating profitability of PAR Government Systems Corporation. | 100% (Mr. Nelson) |

  44. Short-Term Incentive Compensation

    1.ARR is the annualized recurring revenue from our subscription services, which includes subscription fees for our Software as a Service (“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. 2.Non-GAAP Adjusted EBITDA (Total Company) is the net loss before income taxes, interest expense and depreciation and amortization of the total Company, as adjusted to exclude certain non-cash and non-recurring charges, such as stock-based compensation, acquisition expenses, certain pending litigation expenses and other extraordinary business items that may not be indicative of management’s performance. 3.Non-GAAP Adjusted EBITDA (R/R Segment) is the net loss before income taxes, interest expense and depreciation and amortization of the Company’s Restaurant/Retail segment, as adjusted to exclude certain non-cash and non-recurring charges, such as stock-based compensation, acquisition expenses, certain pending litigation expenses and extraordinary business items that may not be indicative of management’s performance. At the beginning of 2024, the Compensation Committee reviewed the Company’s annual operating plan, selected financial measures and set STI performance targets. Following the end of 2024, the Compensation Committee determined management’s level of achievement measured against the established STI performance targets. The following tables set forth the 2024 STI performance targets for the NEOs (other than Mr. Nelson who did not receive an STI award in 2024 following the termination of his employment in June 2024), actual results of the selected financial measures, and payout percentages (as a percentage of the NEO’s base salary). Failure to achieve the threshold performance level results in no STI payout, and there is no additional STI payout for achievement in excess of the maximum performance level. For performance between the threshold and target performance levels or between the target and maximum performance levels, the STI payout percentage is interpolated between the levels on a straight-line basis. The 2024 STI performance targets presented reflect increased ARR and Non-GAAP Adjusted EBITDA targets to take into account the impact of the Company’s acquisition of Stuzo LLC in March 2024 and the divestiture of PAR Government Systems Corporation and Rome Research Corporation at the end of the 2024 second quarter on these performance measures; these transactions were not considered by the Compensation Committee when it established the 2024 STI performance targets at the beginning of the year. The Compensation Committee determined in September 2024 that the adjustments to the STI performance targets were necessary to ensure that the performance measurements remained challenging, yet achievable with exceptional performance.

  45. Short-Term Incentive Compensation

    | PAR Technology Corporation | 34 | 2025 Proxy Statement |

  46. Mr. Singh

    | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2024 Actual Results | Relative Weight | Weighted Payout | | ARR (1) | $190.5 million | $211.7 million | $254.0 million | $212.2 million | 50% | 51% | | Non-GAAP Adjusted EBITDA (Total Company) (2) | ($20.2) million | ($18.4) million | ($12.3) million | ($10.4) million | 50% | 100% | | Combined Payout | | | | | | 151% |

  47. Mr. Menar & Ms. King

    | Performance Goal | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2024 Actual Results | Relative Weight | Weighted Payout | | ARR (1) | $190.5 million | $211.7 million | $254.0 million | $212.2 million | 50% | 51% | | Non-GAAP Adjusted EBITDA (R/R Segment) (2) | ($24.8) million | ($22.5) million | ($15.0) million) | ($14.4) million | 50% | 100% | | Combined Payout | | | | | | 151% |

  48. Mr. Menar & Ms. King

    | NEO | 2024 STI Target ($) | 2024 STI Payout (%) | 2024STI Payment ($) | | Savneet Singh | 620,000 | 150.6% | 933,910 | | Bryan A. Menar | 270,000 | 150.5% | 407,078 | | Cathy King | 208,000 | 150.5% | 313,137 |

  49. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We grant equity awards under the 2015 Equity Incentive Plan to our NEOs to align their interests with our shareholders, incentivize retention, and drive long-term performance. For 2024, we generally maintained the same LTI program as used for 2023 and granted LTI awards in the form of (i) 40% time-vesting RSUs and 60% performance-vesting RSUs (“PRSUs”) to our CEO under the ongoing program, and (ii) 100% time-vesting RSUs to our other NEOs. The number of shares of our common stock subject to a LTI award is generally determined based on the LTI target amount and the closing price of our common stock on the date of grant. The following table reflects the LTI awards granted to our NEOs in March 2024:

  50. Long-Term Incentive Compensation

    | NEO | Time Vesting RSUs ($) (1) | Time Vesting RSUs (#) | Performance Vesting RSUs ($) (1) | Performance Vesting RSUs (#) | | Savneet Singh (2) | 2,880,000 | 65,723 | 4,320,000 | 138,306 | | Bryan A. Menar | 1,000,000 | 22,820 | — | — | | Cathy King | 800,000 | 18,256 | — | — | | Michael D. Nelson | 95,000 | 2,167 | — | — |

  51. Long-Term Incentive Compensation

    1. The award values in this table differ slightly from the grant date fair values of the awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards table. The award values in this table represent the values targeted by the Compensation Committee while the grant date fair value of each award reported in the Summary Compensation Table and the Grants of Plan-Based Awards table is the award value for accounting purposes, which is based on the Monte Carlo valuation model for PRSUs. 2. This excludes the CEO’s 2024 recognition grant, which had a $4.5 million grant value and was awarded outside of the Company’s annual LTI program as described below.

  52. 2024 Time-Based RSU Awards

    2024 Time-Based RSU Awards Time-vesting RSUs granted to our NEOs pursuant to the annual LTI program in 2024 vest ratably in one-third increments on each of March 1, 2025, March 1, 2026 and March 1, 2027, subject to the NEOs’ continued employment through the applicable vesting dates.

  53. CEO 2024 PRSU Award

    | Performance Level | Relative TSR Ranking | Percentage of Target PRSUs Earned | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 200% |

  54. Mr. Singh’s Employment Agreement

    Mr. Singh’s Employment Agreement We have an amended and restated employment letter with Mr. Singh (the “Employment Letter”) that set forth the terms of his employment, including initial base salary, eligibility for short- and long-term incentive compensation, severance entitlements (described further in Potential Payments Upon Termination or Change of Control below), and certain restrictive covenants. Additionally, the Employment Letter provides for a Company-paid long-term disability (“LTD”) policy payable in the amount of 60% of his base salary, which payment is reduced by payments made to Mr. Singh under the Company’s LTD plan, and a Company-paid life insurance policy in the amount of $5,000,000. In March 2024, we entered into an amendment to the Employment Letter which discontinued our payments for life insurance policy premiums and decreased our payment of his annual physical and medical examination from $15,000 to $2,000.

  55. Equity Grant Timing

    Equity Grant Timing We maintain an Equity Grant Policy which was amended in October 2024. Under the Equity Grant Policy, as amended, annual equity awards and out-of-cycle equity awards to employees, including to our NEOs, are granted on the second full NYSE trading day following the Company’s filing of its annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, following the date of approval of such awards. Annual equity awards to non-employee directors are granted in conjunction with the annual meeting of shareholders unless such meeting is not during an open trading window, in which case they will be granted on the second full NYSE trading day following the Company’s filing of its next annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, under the Equity Grant Policy, as amended. During 2024, the Compensation Committee did not take into account any material nonpublic information when determining the terms of equity incentive awards; however, the annual grants to non-employee directors were delayed to avoid such grants being made during an event specific closed trading window in accordance with the Equity Grant Policy. During 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation, and we did not grant any stock options or stock appreciation rights.

  56. Summary Compensation Table

    Summary Compensation Table The following table provides certain summary information concerning the compensation earned for the years ended December 31, 2024, 2023, and 2022 by our NEOs.

  57. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non- Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Savneet Singh CEO and President | 2024 | 620,000 | — | 13,841,184 | — | 933,910 | 11,828 | 15,406,922 | | | 2023 | 620,000 | — | 8,555,929 | — | 463,140 | 18,559 | 9,657,628 | | | 2022 | 611,346 | — | 766,800 | — | 750,200 | 26,753 | 2,155,099 | | Bryan A. Menar Chief Financial Officer | 2024 | 416,000 | — | 999,972 | — | 407,078 | 11,160 | 1,834,210 | | | 2023 | 412,923 | — | 599,985 | — | 217,942 | 10,710 | 1,241,560 | | | 2022 | 379,713 | — | 468,515 | — | 242,000 | 10,231 | 1,100,459 | | Cathy A. King Chief Legal Officer and Corporate Secretary | 2024 | 416,000 | | 799,978 | — | 313,137 | 13,914 | 1,543,029 | | | 2023 | 412,923 | — | 599,985 | — | 167,648 | 13,464 | 1,194,020 | | | 2022 | 377,615 | — | 518,510 | — | 242,000 | 11,692 | 1,149,817 | | Michael D. Nelson Former President, PAR Government | 2024 | 205,400 | — | 280,201 | — | — | 5,444 | 491,045 | | | 2023 | 335,500 | 14,292 | 84,965 | — | 159,401 | 11,142 | 605,300 | | | 2022 | 325,000 | 13,910 | 64,986 | — | 143,130 | 10,446 | 557,472 | | Raju Malhotra Chief Product and Technology Officer | 2024 | 202,667 | — | 25,295 | 165,036 | — | 143,355 | 536,353 | | | 2023 | 412,923 | — | 1,499,998 | — | 293,384 | 7,546 | 2,213,851 | | | 2022 | 400,000 | 250,000 | 1,499,976 | — | 423,500 | 9,960 | 2,583,436 |

  58. Summary Compensation Table

    1.Amounts shown represent, as applicable, the grant date fair values computed in accordance with FASB ASC Topic 718 of (i) time-vesting RSUs calculated based on the closing price of our common stock ($43.82 for February 29, 2024, and $73.43 for December 30, 2024) and (ii) PRSUs calculated using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $43.82, (b) simulation term of 2.84 years, (c) volatility of 54.88% (d) a dividend yield of 0.00%, and (e) a risk free investment rate of 4.41%. If maximum performance were assumed, the PRSUs granted to Mr. Singh in 2024 would have had a value of $8,639,989. For Mr. Nelson, amounts in this column also include the incremental value of the accelerated vesting of outstanding RSUs in connection with the divestiture of PAR Government Systems Corporation (see “Grants of Plan-Based Awards” below for additional information). For Mr. Malhotra, amounts in this column also include the incremental value of the continued vesting of outstanding RSUs upon his termination without cause by the Company (see “Grants of Plan-Based Awards” below for additional information).

  59. Summary Compensation Table

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  60. Summary Compensation Table

    2.Amounts in this column for Mr. Malhotra include the incremental value of the continued vesting of outstanding stock options upon his termination without cause by the Company (see “Grants of Plan-Based Awards” below for additional information). 3.Amounts shown for 2024 represent the STI bonuses earned for 2024 by our NEOs. See “Compensation Discussion and Analysis—2024 Executive Compensation Program—Short-Term Incentive Compensation” for additional information about the STI bonuses for 2024. 4.Amounts shown for 2024 represent 401(k) employer matching contributions ($10,350 – Mr. Singh, $10,350 – Mr. Menar, $10,350 – Ms. King, $4,680 – Mr. Nelson, and $960 – Mr. Malhotra) and the Company’s payment of premiums on term life insurance ($938 company paid and $540 group policy - Mr. Singh, $810 – Mr. Menar, $3,564 – Ms. King, $764 – Mr. Nelson, and $239 – Mr. Malhotra). For Mr. Malhotra, amounts also include severance payments paid upon his termination without cause by the Company consisting of: (i) $138,667 in cash severance representing four months of his base salary and (ii) $3,489 representing the employer’s portion of his COBRA medical coverage for two months.

  61. Summary Compensation Table

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  62. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding the grant of plan-based awards to our NEOs in 2024.

  63. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Savneet Singh | | | 310,000 | 620,000 | 1,240,000 | — | — | — | — | — | — | — | | | 2/29/24 | 2/8/24 | — | — | — | — | — | — | 65,723 | — | — | 2,879,982 | | | 2/29/24(4) | 2/8/24 | — | — | — | 49,293 | 98,585 | 197,170 | — | — | — | 6,461,265 | | | 12/30/24 | 12/30/24 | — | — | — | — | — | — | 61,282 | — | — | 4,499,937 | | Bryan A. Menar | | | 135,200 | 270,400 | 540,800 | — | — | — | — | — | — | — | | | 2/29/24 | 2/8/24 | — | — | — | — | — | — | 22,820 | — | — | 999,972 | | Cathy A. King | | | 104,000 | 208,000 | 416,000 | — | — | — | — | — | — | — | | | 2/29/24 | 2/8/24 | — | — | — | — | — | — | 18,256 | — | — | 799,978 | | Michael D. Nelson | | | 67,600 | 135,200 | 270,400 | — | — | — | — | — | — | — | | | 2/29/24 | 2/8/24 | — | — | — | — | — | — | 2,167 | — | — | 94,958 | | | 6/7/24(5) | 6/6/24 | — | — | — | — | — | — | 4,314 | — | — | 185,243 | | Raju Malhotra(6) | 2/9/24 | 2/8/24 | — | — | — | — | — | — | — | 2,360 | 9.94 | 100,683 | | | 2/9/24 | 2/8/24 | — | — | — | — | — | — | — | 1,681 | 9.94 | 64,353 | | | 2/9/24 | 2/8/24 | — | — | — | — | — | — | 526 | — | — | 25,295 |

  64. Grants of Plan-Based Awards

    1.Reflects NEOs’ 2024 STI awards. The threshold and maximum payouts for 2024 were 50% and 200% of the target award, respectively, if the corresponding performance goals are achieved. 2.Represents time-vesting RSUs that vest ratably in one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027, subject to continued employment through the applicable vesting dates, with the exception of time-vesting RSUs granted to Mr. Singh on December 30, 2024, which vest 15%, 15% and 70% on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, subject to Mr. Singh’s continued service. 3.Amounts reflect the aggregate grant date fair value of the equity awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures for tax withholding purposes. For each NEO, the grant date fair value of time-vesting RSUs reflects the market value of the shares underlying each time-vesting RSU award based on the closing price of our common stock on the grant date ($43.82 for February 29, 2024, and $73.43 for December 30, 2024). 4.Represents PRSUs granted to Mr. Singh that are eligible to vest based on the extent of achievement of performance targets for the applicable performance period ranging from January 1, 2024 through December 31, 2026 (as discussed above in “Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation”) and subject to Mr. Singh’s continued service.

  65. Grants of Plan-Based Awards

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  66. Grants of Plan-Based Awards

    5.On June 6, 2024, the Board approved the acceleration of Mr. Nelson’s outstanding RSUs to be effective upon the divestiture of PAR Government Systems Corporation. This amount represents the incremental fair value determined accordance with FASB ASC 718 as of June 7, 2024 in connection with the modification of such awards, calculated based on the closing price of our common stock on such date of $42.94. 6.The Company provided for the continued vesting of certain of Mr. Malhotra’s outstanding RSUs, and stock options in connection with his termination of employment without cause in consideration for a release of claims in favor of the Company. These amounts represent the incremental fair value determined in accordance with FASB ASC 718 as of February 9, 2024 in connection with the modification of such awards, calculated based on (i) Black-Scholes value of $48.09 per share on such date for 2,360 stock options, (ii) a Black-Scholes value of $38.28 per share on such date for 1,681 stock options and (iii) the closing price of our common stock on such date of $48.09 for the RSUs.

  67. Grants of Plan-Based Awards

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  68. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding stock options, RSUs and PRSUs held by our NEOs as of December 31, 2024.

  69. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Savneet Singh | 575,000 | — | 12.64 | 03/17/30 | 72,584(2) | 5,274,679 | 72,586(3) | 5,274,825 | | | — | — | — | — | 65,722(4) | 4,776,018 | 131,448(5) | 9,552,326 | | | — | — | — | — | 6,667(6) | 484,491 | — | — | | | — | — | — | — | 48,390(7) | 3,516,501 | — | — | | | — | — | — | — | 65,723(8) | 4,776,090 | — | — | | | — | — | — | — | 61,282(10) | 4,453,363 | — | — | | Bryan A. Menar | 26,000 | — | 8.82 | 12/08/27 | 4,074(6) | 296,058 | — | — | | | 3,188 | — | 22.18 | 08/13/28 | 11,167(9) | 811,506 | — | — | | | 5,382 | — | 24.87 | 08/08/29 | 22,820(8) | 1,658,329 | — | — | | Cathy A. King | 20,000 | — | 5.12 | 07/29/26 | 4,508(6) | 327,596 | — | — | | | 3,188 | — | 22.18 | 08/13/28 | 11,167(9) | 811,506 | — | — | | | 5,382 | — | 24.87 | 08/08/29 | 18,256(8) | 1,326,664 | — | — | | | 960 | — | 35.17 | 08/11/30 | — | — | — | — | | Michael D. Nelson | — | — | — | — | — | — | — | — | | Raju Malhotra | — | — | — | — | — | — | — | — |

  70. Outstanding Equity Awards at Fiscal Year-End

    1.Amounts reflect the market value of the shares based on the closing price of our common stock on December 31, 2024 ($72.67). 2.A portion of the PRSUs granted on May 15, 2023 which were eligible to vest based on relative TSR performance during the second performance period of such award from January 1, 2023 through December 31, 2024. These PRSUs vested on March 1, 2025 following certification of performance for such period. 3.A portion of the PRSUs granted on May 15, 2023 based on maximum performance which are eligible to vest based on relative TSR performance during the third performance period of such award from January 1, 2023 through December 31, 2025. The earned PRSUs, if any, will vest on the first day of the last month of the fiscal quarter in which performance is certified following the end of the performance period.

  71. Outstanding Equity Awards at Fiscal Year-End

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  72. Outstanding Equity Awards at Fiscal Year-End

    4.A portion of the PRSUs granted on February 29, 2024 which were eligible to vest based on relative TSR performance during the first performance period of such award from January 1, 2024 through December 31, 2024. These PRSUs vested on March 1, 2025 following certification of performance for such period. 5.A portion of the PRSUs granted on February 29, 2024 based on maximum performance which are eligible to vest based on relative TSR performance as to one-half during the second performance period of such award from January 1, 2024 through December 31, 2025 and as to one-half during the third performance period of such award from January 1, 2024 through December 31, 2026. The earned PRSUs, if any, will vest on the first day of the last month of the fiscal quarter in which performance is certified following the end of the applicable performance period. 6.Time-vesting RSUs granted on March 4, 2022. These RSUs vested on March 1, 2025. 7.Time-vesting RSUs granted on May 15, 2023. The RSUs vest ratably in one-third increments on March 1, 2024, March 1, 2025 and March 1, 2026, subject to continued employment through the applicable vesting dates. 8.Time-vesting RSUs granted on February 29, 2024. The RSUs vest ratably in one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027, subject to continued employment through the applicable vesting dates. 9.Time-vesting RSUs granted on March 3, 2023. The RSUs vest ratably on March 1, 2025 and March 1, 2026, subject to continued employment through the applicable vesting dates. 10.Time-vesting RSUs granted on December 30, 2024. The RSUs vest 15% on each January 1, 2026 and January 1, 2027, and 70% on January 1, 2028, subject to continued employment through the applicable vesting dates.

  73. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding options exercised and RSUs and PRSUs that vested during 2024.

  74. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercises ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Savneet Singh | — | — | 159,602 | 7,177,241 | | Bryan A. Menar | 8,500 | 308,231 | 11,177 | 483,718 | | Cathy A. King | — | — | 11,924 | 516,553 | | Michael D. Nelson | — | — | 5,669 | 243,440 | | Raju Malhotra | 92,709 | 3,124,247 | 27,425 | 1,177,904 |

  75. Option Exercises and Stock Vested

    1.Amounts reflect the market value of the shares based on the closing price of our common stock on the date of exercise, less the applicable exercise price, excluding the effect of any shares withheld for tax withholding purposes. 2.Amounts reflect the market value of the shares based on the closing price of our common stock on the date of vesting, excluding the effect of any shares withheld for tax withholding purposes.

  76. Option Exercises and Stock Vested

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  77. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The amounts in the following table generally estimate potential payments that would have been paid if an NEO’s employment terminated or a change of control occurred effective December 31, 2024, under each of the circumstances specified below. Messrs. Nelson and Malhotra are not included in the table below because their employments terminated during 2024. Additional information regarding their terminations are included under “NEO Separations” below.

  78. Potential Payments Upon Termination or Change of Control

    | Name | Cash Severance Payment ($) | Continuation of Medical/Welfare Benefit ($) (1) | Acceleration and Continuation of Equity Awards ($)(2) | Total Termination Benefits ($) | | Savneet Singh(3) | | | | | | Voluntary Termination or Resignation Without Good Reason | 11,923 | — | — | 11,923 | | Without Cause or For Good Reason(4) | 1,720,643 | 34,794 | 18,255,939 | 20,011,376 | | Without Cause or For Good Reason During Change of Control Protection Period(5) | 1,875,643 | 41,753 | 18,255,939 | 20,173,335 | | Death(6) | 1,445,643 | — | 18,255,939 | 19,701,582 | | Bryan A. Menar(7) | | | | | | Voluntary Termination or Resignation Without Good Reason | 8,000 | — | — | 8,000 | | Without Cause or For Good Reason | 8,000 | — | — | 8,000 | | Without Cause During Change of Control Protection Period(8) | 8,000 | — | 2,765,893 | 2,773,893 | | Death(9)(10) | 924,000 | — | 2,765,893 | 3,689,893 | | Cathy A. King(11) | | | | | | Voluntary Termination or Resignation Without Good Reason | 8,000 | — | — | 8,000 | | Without Cause or For Good Reason | 8,000 | — | — | 8,000 | | Without Cause During Change of Control Protection Period(12) | 8,000 | — | 2,465,766 | 2,473,766 | | Death(9)(13) | 508,000 | — | 2,465,766 | 2,973,766 |

  79. Potential Payments Upon Termination or Change of Control

    1.Amounts reflect the present value of continued medical and welfare benefit plan participation based on rates as of January 1, 2025. 2.Amounts reflect the market value of the shares underlying equity awards based on the closing price of our common stock on December 31, 2024 ($72.67). 3.Mr. Singh’s potential termination payments are based on his Employment Letter. Upon termination of his employment for any reason, Mr. Singh would receive his accrued but unpaid base salary, accrued but unused vacation ($11,923), unreimbursed business expenses and nonforfeitable benefits under the terms of any welfare benefit plan or retirement benefit plan maintained by the Company. With the exception of a voluntary termination or resignation without good reason, Mr. Singh would receive the cash value of his STI payment for 2024 totaling $933,720. Any COBRA continuation of medical/welfare benefits for Mr. Singh includes the full value of medical, dental, and vision insurance (estimated at $2,320 per month).

  80. Potential Payments Upon Termination or Change of Control

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  81. Potential Payments Upon Termination or Change of Control

    4.Upon a termination without cause or for good reason, Mr. Singh would receive 15 months of base salary severance; his earned, but unpaid STI bonus for 2024; and 15 months of COBRA continuation. In addition, Mr. Singh’s unvested RSUs would vest as if he remained employed for 15 months following termination, and his PRSUs that would have vested if he remained employed for 15 months following termination would remain eligible to vest based on the actual level of achievement during the performance period in which his employment was terminated. Payment of separation payments to Mr. Singh is subject to the Company’s receipt of a fully executed and effective release, continued compliance with their respective non-disclosure agreements and any post-employment covenants set forth in the Employment Letter. 5.Upon a termination without cause or for good reason during the change of control protection period (from the three months before to 13 months following the change in control), Mr. Singh would receive 18 months of severance; his earned, but unpaid STI bonus for 2024, and 18 months of COBRA continuation. In addition, Mr. Singh’s unvested RSUs would fully vest and Mr. Singh’s PRSUs (which would have converted into time-vesting RSUs upon the change in control) would vest. 6.Upon termination due to death or disability, Mr. Singh’s unvested time-vesting RSUs would vest on a prorated basis and a prorated portion of his PRSUs would remain eligible to vest based on actual performance. 7.Upon termination of his employment for any reason, Mr. Menar would receive his accrued but unpaid base salary, accrued but unused vacation ($8,000), unreimbursed business expenses and nonforfeitable benefits under the terms of any welfare benefit plan or retirement benefit plan maintained by the Company. Mr. Menar’s potential payments upon termination for acceleration and continuation of equity awards are based on the terms of the grant agreements covering his equity awards outstanding at termination. 8.Upon a change of control, a portion of Mr. Menar’s unvested time vesting restricted stock units would fully vest at a value of $1,107,563. Upon a termination without cause during a change of control protection period, a portion of Mr. Menar’s unvested time vesting restricted stock units at a value of $1,658,329 would also fully vest. 9.Our NEOs are insured for basic life insurance (premiums paid by the Company) in the amount of $500,000, which is the policy maximum. Mr. Menar is insured for supplemental life insurance (premiums paid by himself) in the amount of $416,000. 10.Upon a termination due to death, Mr. Menar’s unvested time-vesting RSUs would vest. 11.Upon termination of her employment for any reason, Ms. King would receive her accrued but unpaid base salary, accrued but unused vacation ($8,000), unreimbursed business expenses and nonforfeitable benefits under the terms of any welfare benefit plan or retirement benefit plan maintained by the Company. Ms. King’s potential payments upon termination are based on the terms of the grant agreements covering her equity awards outstanding at termination. 12.Upon a change of control, a portion of Ms. King’s unvested time vesting restricted stock units would fully vest at a value of $1,139,102. Upon a termination without cause during a change of control protection period, a portion of Ms. King’s unvested time vesting restricted stock units at a value of $1,326,664 would also fully vest. 13.Upon a termination due to death, Ms. King’s unvested time-vesting RSUs would vest.

  82. CEO Pay Ratio

    CEO Pay Ratio As set forth in the Summary Compensation Table, our CEO’s annual total compensation for 2024 was $15,406,922. Our median employee’s annual total compensation for 2024 was $68,819 resulting in a CEO pay ratio of 224:1. For purposes of determining the 2024 CEO pay ratio, our median employee for 2024 was identified using the following methodology and material assumptions, adjustments, and estimates: •We identified the individuals employed by the Company and its consolidated subsidiaries as of December 31, 2024, including full-time, part-time, seasonal and temporary workers for a total of 1,312 employees (excluding the CEO). •As permitted by the SEC rules, we did not include 212 employees of TASK Group Holdings Ltd. and its affiliated entities acquired in July 2024 and 82 employees of Delaget LLC acquired in December 2024. •As permitted by the SEC rules, we excluded 69 employees located outside the United States from the 1,381 total employees (which excludes those employees noted above due to acquisitions). The countries in which such excluded employees are located are Serbia (52 employees), Spain (8 employees), United Arab Emirates (6 employees), and United Kingdom (3 employees). •We annualized compensation for employees who were employed for less than the full fiscal year 2024. •We reviewed the Company’s payroll records and ranked all included Company employees high to low based on their IRS Form W–2 Box 5 compensation (or country equivalent wages) as of December 31, 2024. For employees receiving their compensation in a currency other than USD, we converted their compensation into USD using the exchange rate as of December 31, 2024. •We calculated the annual total compensation of our median employee for 2024 using the same rules that apply to reporting the annual total compensation of our NEOs, including our CEO, in the Summary Compensation Table. The CEO pay ratio information is being provided for the purposes of compliance with the pay ratio disclosure requirement and is intended to be a reasonable estimate calculated in a manner consistent with the SEC rules. Neither the Company’s Compensation Committee nor the Company’s management used the CEO pay ratio in making compensation recommendations or decisions. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including the different assumptions, exclusions, estimates and methodologies allowed under the SEC rules, and differing employment and compensation practices among companies, our reported pay ratio may not be comparable to the pay ratio reported by other companies.

  83. CEO Pay Ratio

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  84. CEO Pay Ratio

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K of the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis above.

  85. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for the PEO ($)(1)(2) | Compensation Actually Paid to the PEO ($)(3) | Average Summary Compensation Table Total for the Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to the Non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income (Loss) ($ in thousands)(6) | Non-GAAP Adjusted EBITDA ($ in thousands)(7) | | 2024 | 15,406,922 | 30,904,810 | 1,101,159 | 978,020 | 236.40 | 162.79 | (4,987) | (6,350) | | 2023 | 9,657,628 | 15,184,662 | 1,310,110 | 1,858,109 | 141.64 | 131.92 | (69,752) | (25,783) | | 2022 | 2,155,099 | (7,771,695) | 1,347,796 | 649,506 | 84.81 | 103.62 | (69,319) | (18,845) | | 2021 | 1,124,454 | 1,928,070 | 516,345 | 1,617,502 | 171.67 | 162.45 | (75,799) | (17,793) | | 2020 | 8,220,228 | 55,524,053 | 447,781 | 1,024,510 | 204.26 | 142.50 | (36,562) | (12,453) |

  86. CEO Pay Ratio

    1.Savneet Singh served as the principal executive officer (“PEO”) of the Company for 2020, 2021, 2022, 2023, and 2024. 2.The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s other NEOs as a group (excluding the PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for 2020, 2021, and 2022. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023, and 2022, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (ii) for 2021, Bryan A. Menar, Raju Malhotra, Michael Nelson, and Matthew R. Cicchinelli; and (iii) for 2020, Bryan A. Menar and Matthew R. Cicchinelli. 3.The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ average total reported compensation for each year to determine the compensation actually paid:

  87. CEO Pay Ratio

    | PAR Technology Corporation | 49 | 2025 Proxy Statement |

  88. CEO Pay Ratio

    | 2024 Adjustments | PEO ($) | Average for Non-PEO NEOs ($) | | Reported Summary Compensation Table Total | 15,406,922 | 1,101,159 | | Less, value of Stock Awards and Option Awards reported in Summary Compensation Table | (13,841,184) | (567,621) | | Plus, year-end fair value of outstanding and unvested equity awards granted during the year | 22,827,604 | 746,249 | | Plus (less), change in fair value from prior year-end to fiscal year-end of outstanding and unvested equity awards granted during prior years | 6,305,547 | 225,146 | | Plus, fair value as of vesting date of equity awards granted in fiscal year than vested during the fiscal year | — | 23,263 | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year | 205,921 | (6,992) | | Less, fair value as of prior year-end of equity awards granted in prior years that failed to meet vesting conditions during the fiscal year | — | (543,184) | | Equals, Compensation Actually Paid | 30,904,810 | 978,020 |

  89. CEO Pay Ratio

    4.Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. 5.Represents the peer group TSR. The peer group used for this purpose is the Russell 2000 Technology Index. 6.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 7.The dollar amounts reported represent the amount of adjusted EBITDA reflected in the Company’s audited financial statements for the applicable year (see “Compensation Discussion and Analysis—2024 Executive Compensation Program—Short-Term Incentive Compensation” above for more information). For 2024, adjusted EBITDA excludes income from discontinued operations related to the divestiture of PAR Government Systems Corporation.

  90. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay Versus Performance Table As described in more detail above in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. While we use multiple performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2024 was heavily influenced by our stock price increasing 69% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earn out level of in-progress relative TSR PRSUs).

  91. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    | PAR Technology Corporation | 50 | 2025 Proxy Statement |

  92. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    | PAR Technology Corporation | 51 | 2025 Proxy Statement |

  93. DIRECTORS

    DIRECTORS Section 1.Powers. The business of the Corporation shall be managed under the direction of the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done by the shareholders.

  94. DIRECTORS

    | PAR Technology Corporation | A-6 | 2025 Proxy Statement |

  95. DIRECTORS

    Section 2.Number, Election and Terms. The authorized number of directors may be determined from time to time by a vote of a majority of the then authorized number of directors; provided, however, that such number shall not be less than a minimum of three nor more than a maximum of fifteen; and provided, further, that such number and such minimum and maximum may be increased or decreased pursuant to resolution of the Board. Subject to Section 9 and 10 of Article III of these By Laws, the directors, other than those who may be elected by the holders of any series of preferred stock, shall serve for a one-year term. Following the 2014 annual meeting of shareholders the Board of Directors will no longer be classified under Section 141(d) of the General Corporation Law of the State of Delaware and directors shall no longer be divided into three classes. The term of all directors currently serving or appointed to serve shall expire at the 2015 annual meeting of shareholders. Effective as of the 2015 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors (other than those who may be elected by the holders of any series of preferred stock, voting as a separate class) shall be elected for a one-year term expiring at the next annual meeting of shareholders. Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Vacancies and newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, or by a sole remaining director, and the directors so chosen shall hold office, subject to Section 9 and 10 of Article III of these Bylaws until the next Annual Meeting of shareholders and until their respective successors are elected and qualified. No decrease in the number of directors constituting the Board shall shorten the terms of any incumbent director. Section 3.Nominations of Directors, Elections. Nominations for the election of directors may be made by the Board or a committee appointed by the Board, or by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this Section 3 is delivered to the Secretary, who is entitled to vote generally in the election of directorsat the meeting and who complies with the procedures set forth in this Section 3. Directors shall be at least 21 years of age. Directors need not be shareholders. At each meeting of shareholders for the election of directors at which a quorum is present, the persons receiving a plurality of the votes cast shall be elected directors. All nominations by shareholders shall be made pursuant to timely notice in proper written form to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper written form, such shareholder’s notice shall set forth in writing (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (a) all information relating to such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor regulation or law including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as director if elected, (b) all completed and signed questionnaires in the same form as required of the Corporation’s directors and director nominees (which will be provided within five business days following a request therefor), (c) a written statement executed by such person representing and agreeing that such person (1) consents to being named as a nominee in a proxy statement and form of proxy relating to the meeting at which directors are to be elected and to serving as a director if elected, and currently intends to serve as a director for the full term for which such person is standing for election; (2) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the person, if elected as a director, will act or vote on any issue or question, except as disclosed in such representation and agreement, or that could limit or interfere with the person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (3) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or

  96. DIRECTORS

    | PAR Technology Corporation | A-7 | 2025 Proxy Statement |

  97. DIRECTORS

    indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee, except as disclosed in such representation and agreement; and (4) if elected as a director, will comply with all of the Corporation’s corporate governance policies and guidelines related to conflict of interest, confidentiality, stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to directors (which will be provided within five business days following a request therefor); and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made and any control person, (ax) the name and address, as they appear on the Corporation’s books, of such shareholder and the name and address of the beneficial owner and any control person, and (by) the class and number of shares of the Corporation which are beneficially owned by such shareholder, the beneficial owner and any control person as of the date of the notice, (c) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, a representation confirming that such shareholder, beneficial owner, control person or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and form of proxy to holders of at least 67% of the voting power of the Corporation’s stock entitled to vote generally in the election of directors, (d) a representation that promptly after soliciting the holders of the Corporation’s stock referred to in the representation required under clause (ii)(c) of this Section 3, and in any event no later than the tenth day before such meeting of shareholders, such shareholder, beneficial owner, control person or participant will provide the Corporation with documents, which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of such percentage of the Corporation’s stock and (e) a representation that the shareholder (or a qualified representative of the shareholder) intends to appear at the meeting to propose such nomination. Notwithstanding any other provision of these Bylaws, a shareholder (and any beneficial owner on whose behalf a nomination is made or other business is proposed, and if such shareholder or beneficial owner is an entity, any control person) shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 3; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 3. In the event that a shareholder seeks to nominate one or more directors, the Secretary shall appoint two inspectors, who shall not be affiliated with the Corporation, to determine whether a shareholder has complied with this Section 3. If the InspectorsThe chairperson of the meeting, or any other person designated by the Board shall determine whether a nomination proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 3. If any proposed nomination is not in compliance with this Section 3, including due to a failure to comply with the requirements of Rule 14a-19 under the Exchange Act, then except as otherwise required by law, the chairperson of the meeting shall determinedeclare that a stockholdershareholder has not complied with this Section 3, the inspectors shall direct the chairman of the meeting to declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws of the Corporation, and if the chairmanchairperson shallshould so declare, to the meeting and thesuch defective nomination shall be disregarded, notwithstanding that proxies and votes in respect of any such nomination or other business may have been received by the Corporation. Section 4.Place of Meetings. Meetings of the Board shall be held at the Corporation’s principal executive office or at such other place, within or without such State, as the Board may from time to time determine or as shall be specified or fixed in the notice or waiver of notice of any such meeting. Section 5.Regular Meetings. Regular meetings of the Board shall be held in accordance with a yearly meeting schedule as determined by the Board; or such meetings may be held on such other days and at such other times as the Board may from time to time determine. Notice of regular meetings of the Board need not be given.

  98. DIRECTORS

    | PAR Technology Corporation | A-8 | 2025 Proxy Statement |

  99. DIRECTORS

    Section 6.Special Meetings. Special meetings of the Board may be called by the ChairmanChairperson or the President and shall be called by the Secretary at the request of a majority of the directors then in officeany two of the other directors. Section 7.Notice of Meetings. Notice of each special meeting of the Board stating the time and place, if any, shall be mailed to each director, addressed to each such director’s residence or usual place of business, at least five days before the day on which such meeting is to be held, or shall be sent to such director by means of electronic transmission or be given personally or by telephone, in each case, on 24 hours’ notice. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 8.Quorum and Manner of Acting. The presence of at least a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. If a quorum shall not be present at any meeting of the Board, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Except where a different vote is required or permitted by law or these Bylaws or otherwise, the act of a majority of the directors present at any meeting at which a quorum shall be present shall be the act of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all the directors consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. After an action is taken, the consent or consents relating thereto by the directors shall be filed with the minutes of the proceedings of the board. Any one or more directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall be deemed to constitute presence in person at a meeting of the Board. Section 9.Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Corporation; provided, however, that notice in writing or by electronic transmission to the Board, the ChairmanChairperson of the Board, the President, the Chief Executive Officer or the Secretary shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of such notice or at any later time specified therein and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Section 10.Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock any director may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class. Section 11.Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, directors may receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Section 12.Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof, given by the director entitled to such notice in writing or by electronic transmission, whether before or after the time stated herein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

  100. DIRECTORS

    | PAR Technology Corporation | A-9 | 2025 Proxy Statement |

  101. DIRECTORS

    Section 13.ChairmanChairperson of the Board. The ChairmanChairperson of the Board, if any, shall be elected by a majority vote of the directors. The ChairmanChairperson of the Board shall, if present, preside at all meetings of the Board and of the shareholders, and shall perform such other duties as the Board of Directors may from time to time determine or as otherwise prescribed by these Bylaws. If the ChairmanChairperson of the Board is not present at a meeting of the Board of Directors, another director chosen by the Board of Directors shall preside. To the extent there is no ChairmanChairperson of the Board appointed, the Lead Director shall be deemed to be the ChairmanChairperson of the Board.