DEF 14A of Par Technology Corp
Filed Apr 16, 2026 · FY20250000708821-26-000048
Director Nominees
Director Nominees The following provides summary information about the Company’s directors, who are also the director nominees.
Director Nominees
| | | | | Board Committees | | | | Name | Age | Director Since | Independent* | Audit | Comp | NCGC | | Linda M. Crawford | 62 | 2023 | ✔ | | Chair | l | | Keith E. Pascal | 61 | 2021 | ✔ | | | | | Douglas G. Rauch | 74 | 2017 | ✔ | l | | Chair | | Cynthia A. Russo | 56 | 2015 | ✔ | Chair, + | l | | | Narinder Singh | 52 | 2021 | ✔ | | l | l | | Savneet Singh Chief Executive Officer and President, PAR Technology Corporation | 42 | 2018 | | | | | | James C. Stoffel Chairperson of the Board of Directors | 80 | 2017 | ✔ | l | l | |
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 NYSE and our Corporate Governance Guidelines.
Director Nominees
| | | | | The Board of Directors unanimously recommends a vote FOR the election to the Board of each director nominee. |
Director Nominees
| PAR Technology Corporation | 5 | 2026 Proxy Statement |
Director Nominees
| 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) |
Director Nominees
| PAR Technology Corporation | 6 | 2026 Proxy Statement |
Director Nominees
| 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) |
Director Nominees
| PAR Technology Corporation | 7 | 2026 Proxy Statement |
Director Nominees
| 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) |
Director Nominees
| PAR Technology Corporation | 8 | 2026 Proxy Statement |
Director Nominees
| 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 |
Director Nominees
| PAR Technology Corporation | 9 | 2026 Proxy Statement |
Director Nominees
| 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) |
Director Nominees
| PAR Technology Corporation | 10 | 2026 Proxy Statement |
Director Nominees
| 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 |
Director Nominees
| PAR Technology Corporation | 11 | 2026 Proxy Statement |
Director Nominees
| 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)) |
Director Nominees
| PAR Technology Corporation | 12 | 2026 Proxy Statement |
Director Nominees
Corporate Governance
2025 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:
2025 Director Compensation
| 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 |
2025 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.
2025 Director Compensation
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2025 Director Compensation
For 2025, each non-employee director received an annual award of 2,730 restricted stock units (“RSUs”) having a target grant value of $175,000, which vest on the earlier of June 12, 2026, or the date of the Annual Meeting, subject to continued service through that date. The 2025 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”). The 2025 compensation earned by or paid to our non-employee directors was as follows:
2025 Director Compensation
| Name of Director | Fees Earned or Paid in Cash ($) | 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 |
2025 Director Compensation
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.
Advisory Vote on Executive Compensation
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.
Compensation Governance Best Practices
| 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) |
Compensation Governance Best Practices
| 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 |
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 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.
Role of the Compensation Consultant
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Role of the Compensation Consultant
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
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.
Market Data and External Pay Considerations
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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. | |
Market Data and External Pay Considerations
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.
Market Data and External Pay Considerations
| 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. | | |
Market Data and External Pay Considerations
^ 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.
Market Data and External Pay Considerations
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Short-Term Incentive Compensation
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:
Short-Term Incentive Compensation
| 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 | —% |
Short-Term Incentive Compensation
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Short-Term Incentive Compensation
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:
Short-Term Incentive Compensation
| 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% |
Short-Term Incentive Compensation
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. 2.Non-GAAP Adjusted EBITDA is the net loss before income taxes, interest expense, and depreciation and amortization of the 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. A reconciliation of net loss to Adjusted EBITDA can be found on page 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
2025 STI Performance Targets and Awards
2025 STI Performance Targets and Awards In early 2025, the Compensation Committee reviewed the Company’s annual operating plan and selected financial measures and set STI performance targets. In June 2025, the Compensation Committee approved a targeted adjustment to the ARR performance metric to account for the impact of the GoSKIP asset acquisition and foreign currency exchange rate movement related to TASK and Plexure, which were not considered when the initial 2025 STI performance targets were established. The Compensation Committee determined that these adjustments to the STI performance targets were necessary to ensure that the performance goals remained challenging, yet achievable with exceptional performance. The adjustment with respect to the GoSKIP acquisition is consistent with the Compensation Committee’s general approach of adjusting STI performance measure targets for acquisitions occurring in the first half of the fiscal year where the impacts to performance measures cannot be known at the time of initial approval. The Compensation Committee believes that such adjustments align with PAR’s overall growth strategy, which is partially driven by acquisitions, and believes that holding our executive team accountable for the success and growth of the Company, including with respect to the businesses and assets it acquires, is consistent with its overall compensation philosophy and our core values of urgency, ownership, delivering outcomes, never settling, and winning together.
2025 STI Performance Targets and Awards
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2025 STI Performance Targets and Awards
The later adjustment with respect to foreign currency exchanges rates resulted from management identifying effects of the acquisitions of TASK and Plexure after the Compensation Committee’s initial approval. Foreign currency exchange rates had not affected the Company’s performance measures in prior years because TASK (with operations in Australia) and Plexure (with operations in New Zealand) were only acquired in 2024. Beginning in 2026, the performance targets initially set by the Compensation Committee reflected the effects of any foreign currency exchange rate. Following the end of 2025, the Compensation Committee determined management’s level of achievement measured against the established STI performance targets. The following table sets forth the 2025 STI performance targets for the NEOs , actual results of the selected financial measures, and payout percentages (as a percentage of the NEO’s target bonus). 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 unless an individual performance modifier is applied. 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.
2025 STI Performance Targets and Awards
| Performance Goal | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2025 Actual Results | Relative Weight | Weighted Payout | | ARR (1) | $313.3 million | $326.4 million | $352.5 million | $315.4 million | 50% | 29% | | Non-GAAP Adjusted EBITDA | $16.3 million | $20.3 million | $28.4 million | $23.0 million | 50% | 66% | | Combined Payout | | | | | | 95% |
2025 STI Performance Targets and Awards
1. Prior to the June 2025 adjustment, the ARR target was $328.3 million, with an ARR of $315.2 million yielding a 50% payout and an ARR of $354.6 million yielding a 200% payout. Absent the adjustment, ARR performance would have resulted in a payout of 91.4%. For 2025, the payout of STI awards to our NEOs was determined by multiplying their respective annual STI target opportunities by the payout percentages shown above. In the case of Ms. King, based on the annual performance assessment process for 2025, the CEO recommended, and the Compensation Committee approved, a 15% enhancement for exceptional performance and contributions to the Company. Accordingly, our NEOs earned the STI payouts below:
2025 STI Performance Targets and Awards
| NEO | 2025 STI Target ($) | 2025 STI Payout (%) | 2025 STI Individual Performance Modifier (%) | 2025 STI Payout (% of Target) | 2025 STI Payment ($) | | Savneet Singh | 645,000 | 95.4% | 100% | 95.4% | 615,034 | | Bryan A. Menar | 281,216 | 95.4% | 100% | 95.4% | 268,139 | | Cathy A. King | 216,320 | 95.4% | 115% | 109.7% | 237,200 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation We grant equity awards under the 2015 Equity Incentive Plan to our NEOs to align their interests with our shareholders, incentivize retention, and drive long-term performance. For 2025, we (i) granted 50% time-vesting RSUs and 50% PRSUs to our CEO under the ongoing program and (ii) generally maintained the same LTI program as used for 2024 with respect to our other NEOs by granting them LTI awards in the form of 100% time-vesting RSUs. However, starting in 2026, at least 25% of LTI equity awards for our non-CEO NEOs will be PRSUs. The number of shares of our common stock subject to an LTI award is generally determined based on the LTI target amount and the closing price of our common stock on the date of grant. The value of our equity awards is strongly tied to our performance, which is evident in the far-right column below which indicates that the value of our 2025 awards was meaningfully lower at the end of 2025 than at the time of grant.
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
The following table reflects the LTI awards granted to our NEOs in March 2025:
Long-Term Incentive Compensation
| NEO | Time Vesting RSUs ($) (1) | Time Vesting RSUs (#) | Performance Vesting RSUs ($) (1) | Performance Vesting RSUs (#) | Total Value of Awards at December 31, 2025 ($) (2) | | Savneet Singh(3) | 4,700,000 | 72,811 | 4,700,000 | 72,811 | 2,641,583 | | Bryan A. Menar | 1,500,000 | 23,237 | — | — | 843,038 | | Cathy A. King | 1,500,000 | 23,237 | 0 | 0 | 843,038 |
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. Represents the value of 2025 RSUs based on the closing stock price on December 31, 2025, which was $36.28, and the intrinsic value of Mr. Singh’s 2025 PRSUs based on our relative TSR performance as of December 31, 2025, which was $0. 3. Reflects the impact of the March 18, 2025, amendment to Mr. Singh’s award described below.
CEO 2025 Award Amendment
CEO 2025 Award Amendment The equity award granted to Mr. Singh on March 5, 2025, initially comprised 40% time-vesting RSUs and 60% PRSUs, with the time-vesting RSUs scheduled to vest in full on March 1, 2028. On March 18, 2025, the Compensation Committee amended the grant to rebalance the equity mix and revise the vesting schedule, more closely aligning the award with the Company’s peer group practices. Based on an analysis available at the time, on average, peer companies granted less than 50% of equity as performance vesting. The amended grant comprises 50% time-vesting RSUs, now vesting ratably in one-third increments consistent with the annual awards granted to our other NEOs as described below, and 50% PRSUs. As a result, Mr. Singh forfeited one PRSU and 14,562 units were no longer subject to performance vesting conditions and instead vest ratably in one-third increments.
2025 Time-Based RSU Awards
2025 Time-Based RSU Awards Time-vesting RSUs granted to our NEOs pursuant to the annual LTI program in 2025 vest ratably in one-third increments on each of March 1, 2026, March 1, 2027, and March 1, 2028, subject to the NEOs’ continued employment through the applicable vesting dates.
CEO 2025 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% |
Achievement of Tranche 2 of the 2024 PRSU Award
Achievement of Tranche 2 of the 2024 PRSU Award The 2024 PRSUs granted to the CEO are eligible to vest in tranches over a three-year overall performance period containing three equally weighted one-year, two-year, and three-year measurement periods beginning on January 1, 2024, and ending on each of December 31, 2024, December 31, 2025, and December 31, 2026. The second performance period of the 2024 PRSUs ended on December 31, 2025. The 2024 PRSUs are earned based on our relative TSR compared to the Information Technology sector of the Russell 2000 Index companies, requiring continued TSR success over short- and long-term measurement periods. TSR for purposes of the 2024 PRSU award is calculated using (i) the average closing stock price of the Company’s common stock and each company in the TSR comparison group over the 20 trading days ending January 1, 2024, as the beginning average share price, and (ii) the average closing stock price of the Company’s common stock and each company in the TSR comparison group over the 20 trading days ending December 31 of the end of the applicable measurement period as the ending average share price. To the extent dividends are paid by a company in the peer group during the measurement period, that company’s cumulative TSR calculation assumes reinvestment of such dividends in additional shares of the issuing company’s common stock on the ex-dividend date. The Compensation Committee determined that the Company achieved a relative TSR rank in the 38th percentile, resulting in a 76% of target earnout for the second tranche of the 2024 PRSUs, or 25,054 PRSUs, which vested upon the Compensation Committee’s certification of performance.
Employment Agreements
Employment Agreements
Mr. Singh’s Employment Agreement
Mr. Singh’s Employment Agreement We have an amended and restated employment letter with Mr. Singh (as amended, the “Singh 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 Singh 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 Singh 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. In December 2025, we entered into an amendment to the Singh Employment Letter pursuant to which the definition of “Change of Control Protection Period” was changed to a period beginning the third month immediately before and ending the 21st month immediately following the effective date of a Change of Control (as defined in the Singh Employment Letter).
Mr. Menar’s Employment Agreement
Mr. Menar’s Employment Agreement On February 25, 2026, we entered into an employment offer letter with Mr. Menar (the "Menar Employment Letter") that sets forth the terms of his continued service as Chief Financial Officer, including base salary, eligibility for short- and long-term incentive compensation, and certain restrictive covenants. Pursuant to the Menar Employment Letter, Mr. Menar’s annual base salary is $450,000, he is eligible to earn an annual STI bonus equal to 65% of his then base salary, subject to the achievement of annual performance goals established by the Compensation Committee, and Mr. Menar will participate in the Company’s LTI program, pursuant to which he will be granted LTI awards for the fiscal year ending December 31, 2026, representing a total grant date value of $1,800,000. Upon a Change of Control (as such term is defined in the Menar Employment Letter), Mr. Menar’s unvested performance-vesting awards shall convert to unvested time-vesting equity awards based on actual performance achievement. If the Company terminates Mr. Menar's employment without Cause (as such term is defined in the Menar Employment Letter) during the period beginning three months before and ending 18 months after a Change of Control, subject to a release of claims, the Company will pay Mr. Menar: (i) any earned but unpaid STI bonus for the prior fiscal year; (ii) his annual STI bonus for the fiscal year in which his employment is terminated; (iii) continued payment of his annual base salary for 18 months; (iv) 100% vesting of his time-vesting equity awards and, in the case of the vested portion of any stock options, such vested portion may be exercised at any time within three months following the termination date of his employment; and (v) continued health coverage pursuant to COBRA for up to 18 months (collectively, the “Menar Double Trigger Provisions”). See Potential Payments Upon Termination or Change of Control below for additional information.
Mr. Menar’s Employment Agreement
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Ms. King’s Employment Agreement
Ms. King’s Employment Agreement We entered into an employment offer letter, dated February 25, 2026 (the "King Employment Letter"), with Ms. King that sets forth the terms of her continued service as Chief Legal Officer and Corporate Secretary, including base salary, eligibility for short- and long-term incentive compensation, and certain restrictive covenants. Pursuant to the King Employment Letter, Ms. King’s annual base salary is $450,000, she is eligible to earn an annual STI bonus equal to 50% of her then base salary, subject to the achievement of annual performance goals established by the Compensation Committee, and Ms. King will participate in the Company’s long-term incentive program, pursuant to which she will be granted LTI awards for the fiscal year ending December 31, 2026, representing a total grant date value of $1,500,000. Upon a Change of Control (as such term is defined in the King Employment Letter), Ms. King’s unvested performance-vesting awards shall convert to unvested time-vesting equity awards based on actual performance achievement. If the Company terminates Ms. King's employment without Cause (as such term is defined in the King Employment Letter) during the period beginning three months before and ending 18 months after a Change of Control, subject to a release of claims, the Company will pay Ms. King: (i) any earned but unpaid STI bonus for the prior fiscal year; (ii) her annual STI bonus for the fiscal year in which her employment is terminated; (iii) continued payment of her annual base salary for 18 months; (iv) 100% vesting of her time-vesting equity awards and, in the case of the vested portion of any stock options, such vested portion may be exercised at any time within three months following the termination date of her employment; and (v) continued health coverage pursuant to COBRA for up to 18 months (collectively, the “King Double Trigger Provisions”). See Potential Payments Upon Termination or Change of Control below for additional information.
Equity Grant Timing
Equity Grant Timing We maintain an Equity Grant Policy which was amended in October 2024. Under the Equity Grant Policy, unless otherwise approved by the Board, 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 after 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 2025, the Compensation Committee did not take into account any material nonpublic information when determining the terms of equity incentive awards. During 2025, 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 to our NEOs.
Summary Compensation Table
Summary Compensation Table The following table provides certain summary information concerning the compensation earned for the years ended December 31, 2025, 2024, and 2023 by our NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non- Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Savneet Singh CEO and President | 2025 | 645,000 | — | 12,875,702 | — | 615,034 | 29,042 | 14,164,778 | | | 2024 | 620,000 | — | 13,841,184 | — | 933,910 | 19,416 | 15,414,510 | | | 2023 | 620,000 | — | 8,555,929 | — | 463,140 | 26,500 | 9,665,569 | | Bryan A. Menar Chief Financial Officer | 2025 | 432,640 | — | 1,499,948 | — | 268,139 | 11,742 | 2,212,469 | | | 2024 | 416,000 | — | 999,972 | — | 407,078 | 11,160 | 1,834,210 | | | 2023 | 412,923 | — | 599,985 | — | 217,942 | 10,710 | 1,241,560 | | Cathy A. King Chief Legal Officer and Corporate Secretary | 2025 | 432,640 | — | 1,499,948 | — | 237,200 | 14,064 | 2,183,852 | | | 2024 | 416,000 | — | 799,978 | — | 313,137 | 13,914 | 1,543,029 | | | 2023 | 412,923 | — | 599,985 | — | 167,648 | 13,464 | 1,194,020 |
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 $64.55 closing price of our common stock on March 5, 2025, and (ii) PRSUs calculated using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $64.55, (b) simulation term of 2.82 years, (c) volatility of 49.57% (d) a dividend yield of 0.00%, and (e) a risk free investment rate of 3.97%. If maximum performance were assumed, the PRSUs granted to Mr. Singh in 2025 would have had a value of $18,231,459. 2.Amounts shown for 2025 represent the STI bonuses earned for 2025 by our NEOs. See “Compensation Discussion and Analysis—2025 Executive Compensation Program—Short-Term Incentive Compensation” for additional information about the STI bonuses for 2025. 3.Amounts shown for 2025 represent 401(k) employer matching contributions ($10,500 – Mr. Singh, $10,500 – Mr. Menar, and $10,500 – Ms. King), the Company’s payment of premiums on term life insurance ($540 - Mr. Singh, $1,242 – Mr. Menar, and $3,564 - Ms. King), the Company’s payment of premiums on supplemental LTD insurance for Mr. Singh in the amount of $7,266, company car benefits for Mr. Singh of $7,736, and the company paid executive physical for Mr. Singh of $3,000. Amounts shown for 2024 and 2023 include the Company’s payment of premiums on supplemental LTD insurance for Mr. Singh of $7,588 and $7,941, respectively, which were inadvertently excluded in prior years.
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding the grant of plan-based awards to our NEOs in 2025.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Savneet Singh | | | 322,500 | 645,000 | 1,290,000 | — | — | — | — | — | — | — | | | 3/5/25(4) | 2/7/25 | — | — | — | — | — | — | 58,249 | — | — | 3,759,973 | | | 3/5/25(5) | 2/7/25 | — | — | — | 43,687 | 87,374 | 174,748 | — | — | — | 9,115,729 | | Bryan A. Menar | | | 140,608 | 281,216 | 562,432 | — | — | — | — | — | — | — | | | 3/5/25 | 2/7/25 | — | — | — | — | — | — | 23,237 | — | — | 1,499,948 | | Cathy A. King | | | 108,160 | 216,320 | 432,640 | — | — | — | — | — | — | — | | | 3/5/25 | 2/7/25 | — | — | — | — | — | — | 23,237 | — | — | 1,499,948 |
Grants of Plan-Based Awards
1.Reflects NEOs’ 2025 STI awards. The threshold and maximum payouts for 2025 were 50% and 200% of the target award, respectively, if the corresponding performance goals are achieved, without giving effect to individual performance modifiers, if any. 2.Represents time-vesting RSUs that vest ratably in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028, subject to continued employment through the applicable vesting dates. 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 $64.55 closing price of our common stock on March 5, 2025. For a description of the fair market value calculation for PRSUs, see footnote 1 in the Summary Compensation Table above. 4.The RSUs granted to Mr. Singh on March 5, 2025, were initially scheduled to vest 100% on March 1, 2028. On March 18, 2025, the RSUs were amended to change the vesting to ratable vesting in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028, as described in footnote 2 above, which did not result in an increase of incremental value as computed in accordance with FASB ASC Topic 718. 5.Represents PRSUs granted to Mr. Singh that are eligible to vest based on the extent of achievement of performance targets for the performance period beginning January 1, 2025 and ending December 31, 2027(as discussed above in “Compensation Discussion and Analysis—2025 Executive Compensation Program—Long-Term Incentive Compensation”) and subject to Mr. Singh’s continued service. On March 18, 2025, the PRSUs were amended such that Mr. Singh forfeited one PRSU and 14,562 of the units subject to the award were no longer subject to the performance condition and instead vest as described in footnote 2.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding stock options, RSUs and PRSUs held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 | 56,163(2) | 2,037,594 | — | — | | | — | — | — | — | 25,053(3) | 918,944 | 65,724(4) | 2,384,467 | | | — | — | — | — | — | — | 145,622(5) | 5,283,166 | | | — | — | — | — | 24,195(6) | 877,795 | — | — | | | — | — | — | — | 43,816(7) | 1,589,644 | — | — | | | — | — | — | — | 61,282(8) | 2,223,311 | — | — | | | — | — | — | — | 72,811(9) | 2,641,583 | — | — | | Bryan A. Menar | 6,500 | — | 8.82 | 12/08/27 | 5,584(10) | 202,588 | — | — | | | 3,188 | — | 22.18 | 08/13/28 | 15,214(7) | 551,964 | — | — | | | 5,382 | — | 24.87 | 08/08/29 | 23,237(9) | 843,038 | — | — | | Cathy A. King | 20,000 | — | 5.12 | 07/29/26 | 5,584(10) | 202,588 | — | — | | | 3,188 | — | 22.18 | 08/13/28 | 12,171(7) | 441,564 | — | — | | | 5,382 | — | 24.87 | 08/08/29 | 23,237(9) | 843,038 | — | — | | | 960 | — | 35.17 | 08/11/30 | — | — | — | — |
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, 2025 ($36.28). 2.A portion of the PRSUs granted on May 15, 2023, which were eligible to vest based on relative TSR performance during the third performance period of such award from January 1, 2023, through December 31, 2025. These PRSUs vested on March 1, 2026, following certification of performance for such period. 3.A portion of the PRSUs granted on February 29, 2024, which were eligible to vest based on relative TSR performance during the second performance period of such award from January 1, 2024, through December 31, 2025. These PRSUs vested on March 1, 2026, following certification of performance for such period. 4.A portion of the PRSUs granted on February 29, 2024 (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, 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 performance period.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
5.The PRSUs granted on March 5, 2025 (based on maximum performance), which are eligible to vest based on relative TSR performance during the performance period of such award from January 1, 2025, through December 31, 2027. 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. 6.Time-vesting RSUs granted on May 15, 2023. The RSUs vested 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. 7.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. 8.Time-vesting RSUs granted on December 30, 2024. The RSUs vest 15% on each of January 1, 2026 and January 1, 2027, and 70% on January 1, 2028, subject to continued employment through the applicable vesting dates. 9.Time-vesting RSUs granted on March 5, 2025. The RSUs vest ratably in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028, subject to continued employment through the applicable vesting dates. 10.Time-vesting RSUs granted on March 3, 2023. The RSUs vest ratably on March 1, 2024, March 1, 2025, and March 1, 2026, subject to continued employment through the applicable vesting dates.
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 2025.
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 ($)(2) | | Savneet Singh | — | — | 191,075 | 13,128,763 | | Bryan A. Menar | 19,500 | 792,320 | 17,263 | 1,186,141 | | Cathy A. King | — | — | 16,176 | 1,111,453 |
Option Exercises and Stock Vested
1.Amounts reflect the market value of the shares based on the closing price of our common stock on the date of exercise, less the applicable exercise price, excluding the effect of any shares withheld for tax withholding purposes. 2.Amounts reflect the market value of the shares based on the closing price of our common stock on the date of vesting, excluding the effect of any shares withheld for tax withholding purposes.
Option Exercises and Stock Vested
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Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The amounts in the following table generally estimate potential payments that would have been paid if an NEO’s employment terminated or a change of control occurred effective December 31, 2025, under each of the circumstances specified below.
Potential Payments Upon Termination or Change of Control
| Name | Cash Payment ($) | 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 | 12,404 | — | — | 12,404 | | Without Cause or For Good Reason(4) | 1,433,688 | 43,215 | 9,033,756 | 10,510,659 | | Without Cause or For Good Reason During Change of Control Protection Period(5) | 1,619,746 | 51,858 | 11,754,393 | 13,425,997 | | Death or Disability(6)(7) | 1,177,054 | — | 7,729,920 | 8,906,974 | | Bryan A. Menar(8) | | | | | | Voluntary Termination or Resignation Without Good Reason | 8,320 | — | — | 8,320 | | Without Cause or For Good Reason | 8,320 | — | — | 8,320 | | Without Cause During Change of Control Protection Period(9) | 8,320 | — | 1,597,590 | 1,605,910 | | Death(6)(10)(11) | 1,276,459 | — | 1,597,590 | 2,874,049 | | Cathy A. King(12) | | | | | | Voluntary Termination or Resignation Without Good Reason | 8,320 | — | — | 8,320 | | Without Cause or For Good Reason | 8,320 | — | — | 8,320 | | Without Cause During Change of Control Protection Period(13) | 8,320 | — | 1,487,190 | 1,495,510 | | Death(6)(13)(14) | 745,520 | — | 1,487,190 | 2,232,710 |
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, 2026. 2.Amounts reflect the market value of the shares underlying equity awards based on the closing price of our common stock on December 31, 2025 ($36.28). 3.Mr. Singh’s potential termination payments are based on the Singh Employment Letter. Upon termination of his employment for any reason, Mr. Singh would receive his accrued but unpaid base salary, accrued but unused vacation ($12,404), 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 2025 totaling $615,034. Any COBRA continuation of medical/welfare benefits for Mr. Singh includes the full value of medical, dental, and vision insurance (estimated at $2,881 per month).
Potential Payments Upon Termination or Change of Control
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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 2025; 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 Singh 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 21 months following the change in control), Mr. Singh would receive 18 months of severance; his earned, but unpaid STI bonus for 2025, and 18 months of COBRA continuation. In addition, Mr. Singh’s unvested time-vesting RSUs would fully vest and Mr. Singh’s PRSUs (which would have converted into time-vesting RSUs upon the change in control based on the greater of: (i) performance achievement at target or (ii) actual performance as calculated immediately prior to the change of control or, if greater, (iii) as otherwise determined by the Board) would vest. The value of PRSUs for which achievement is determinable as of the date of this proxy statement is based on the greater of (a) performance achievement at target or (b) actual performance as calculated immediately prior to the change of control. The value of PRSUs for which achievement is not determinable as of the date of this proxy statement is based on performance achievement at target. 6.Our NEOs are insured for basic life insurance (premiums paid by the Company) in the amount of $500,000, which is the policy maximum. 7.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. The cash payment value excludes the value of the supplemental LTD policy for Mr. Singh. As of December 31, 2025, the supplemental policy provided that, upon becoming disabled, Mr. Singh would be entitled to receive, after a 180-day waiting period, a benefit of $26,000 per month for up to 60 months, and an additional lump sum of $4,145,000 at the conclusion of the 60-month period. 8.Upon termination of his employment for any reason, Mr. Menar would receive his accrued but unpaid base salary, accrued but unused vacation ($8,320), 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. 9. Upon a termination without cause during a change of control protection period, a portion of Mr. Menar’s unvested time vesting restricted stock units would fully vest. However, after December 31, 2025, the Company and Mr. Menar entered into the Menar Employment Letter, which included the Menar Double Trigger Provisions. If the Menar Double Trigger Provisions had been in effect on December 31, 2025, upon a termination without cause or for good reason during the change of control protection period (from the three months before to 18 months following the change in control), Mr. Menar would receive: 18 months of severance ($648,960), any earned but unpaid STI for 2025 ($268,139); 100% vesting of his time-vesting equity awards ($1,597,590); and 18 months of COBRA continuation ($51,858). Although Mr. Menar had no performance-vesting awards as of December 31, 2025, the Menar Employment Letter now provides that any such awards shall convert to unvested time-vesting equity awards based on actual performance achievement upon a change of control. 10.Mr. Menar is insured for supplemental life insurance (premiums paid by himself) in the amount of $500,000. 11.Upon a termination due to death, Mr. Menar’s unvested time-vesting RSUs would fully vest. 12.Upon termination of her employment for any reason, Ms. King would receive her accrued but unpaid base salary, accrued but unused vacation ($8,320), 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. 13.Upon a termination without cause during a change of control protection period, a portion of Ms. King’s unvested time vesting restricted stock units would fully vest. However, after December 31, 2025, the Company and Ms. King entered into the King Employment Letter, which included the King Double Trigger Provisions. If the King Double Trigger Provisions had been in effect on December 31, 2025, upon a termination without cause or for good reason during the change of control protection period (from the three months before to 18 months following the change in control), Ms. King would receive: 18 months of severance ($648,960), any earned but unpaid STI for 2025 ($237,200); 100% vesting of her time-vesting equity awards $1,487,190; and 18 months of COBRA continuation ($37,296). Although Ms. King had no performance-vesting awards as of December 31, 2025, the King Employment Letter now provides that any such awards shall convert to unvested time-vesting equity awards based on actual performance achievement upon a change of control. 14.Upon a termination due to death, Ms. King’s unvested time-vesting RSUs would fully vest.
Potential Payments Upon Termination or Change of Control
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CEO Pay Ratio
CEO Pay Ratio As set forth in the Summary Compensation Table, our CEO’s annual total compensation for 2025 was $14,164,778. Our median employee’s annual total compensation for 2025 was $91,058 resulting in a CEO pay ratio of 156:1. For purposes of determining the 2025 CEO pay ratio, our median employee for 2025 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, 2025, including full-time, part-time, seasonal and temporary workers for a total of 1,858 employees (excluding the CEO). •As permitted by the SEC rules, we excluded 29 employees located outside the United States from the 1,858 total employees. The countries in which such excluded employees are located are Japan (4 employees), Poland (6 employees), Spain (7 employees), United Arab Emirates (6 employees), and United Kingdom (6 employees). •We annualized compensation for employees who were employed for less than the full fiscal year 2025. •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, 2025. 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, 2025. •We calculated the annual total compensation of our median employee for 2025 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.
CEO Pay Ratio
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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.
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) | | 2025 | 14,164,778 | (8,552,462) | 2,195,641 | 771,050 | 57.78 | 123.49 | (84,461) | 22,967 | | 2024 | 15,414,510 | 30,912,398 | 1,101,159 | 978,020 | 236.40 | 162.79 | (4,987) | (6,350) | | 2023 | 9,665,569 | 15,192,603 | 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) |
CEO Pay Ratio
1.Savneet Singh served as the principal executive officer (“PEO”) of the Company for 2021, 2022, 2023, 2024, and 2025. Amounts shown for 2024 and 2023 include the Company’s payment of premiums on supplemental long-term disability insurance for Mr. Singh of $7,588 and $7,941, respectively, which were inadvertently excluded in prior years. 2.The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s other NEOs as a group (excluding the PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table, except with respect to the adjustments provided for in footnote 1 above. Refer to “Executive Compensation – Executive Compensation Tables – 2025 Summary Compensation Table” of this proxy statement and the Company’s proxy statements for 2021, 2022, 2023 and 2024. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Bryan A. Menar and Cathy A. King, (ii) for 2024, 2023, and 2022, Bryan A. Menar, Cathy A. King, Raju Malhotra, and Michael Nelson; and (iii) for 2021, Bryan A. Menar, Raju Malhotra, Michael Nelson, and Matthew R. Cicchinelli. 3.The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total reported compensation and non-PEO NEOs’ average total reported compensation for each year to determine the compensation actually paid:
CEO Pay Ratio
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CEO Pay Ratio
| 2025 Adjustments | PEO ($) | Average for Non-PEO NEOs ($) | | Reported Summary Compensation Table Total | 14,164,778 | 2,195,641 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (12,296,322) | (1,499,948) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 4,821,544 | 843,038 | | Plus (less), Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (14,485,805) | (701,472) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | Plus (less), Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (756,657) | (66,209) | | Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Equals, Compensation Actually Paid | (8,552,462) | 771,050 |
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (see “Compensation Discussion and Analysis—2025 Executive Compensation Program—Short-Term Incentive Compensation” above for more information).
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 2025 was heavily influenced by our stock price decreasing 50% from the beginning to the end of the year, which in turn had a meaningful negative impact on the value of our NEOs’ equity awards that year (including a decrease of the estimated earn out level of in-progress relative TSR PRSUs).
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
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Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
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