UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
☐ | Preliminary Proxy Statement |
☐
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒
☒ | Definitive Proxy Statement |
☐
☐ | Definitive Additional Materials |
☐
☐ | Soliciting Material Pursuant to § 240.14a-11(c) or §240.14a-12 |
| PAR Technology Corporation | |
| (Name of Registrant as Specified In Its Charter) | |
| | |
| (Name of Person(s) Filing Proxy Statement if other thanPAR TECHNOLOGY CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
Payment of Filing Fee (Check the appropriate box):
☒
S | No fee required. |
| | |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | |
| 1) | Title of each class of securities to which transaction applies:. |
| | |
| | |
| 2) | Aggregate number of securities to which transaction applies: |
| | |
| | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| | |
| | |
| 4) | Proposed maximum aggregate value of transaction: |
| | |
| | |
| 5) | Total fee paid: |
| | |
| | |
☐ | Fee paid previously with preliminary materials. |
| | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| |
| 1) | Amount Previously Paid: |
| | |
| | |
| 2) | Form, Schedule or Registration Statement No.: |
| | |
| | |
| 3) | Filing Party: |
| | |
| | |
| 4) | Date Filed: |
| | |
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
☐
Fee paid previously with preliminary materials:
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
Karen E. Sammon
| Donald H. Foley
President and Chief Executive Officer | | | | | | PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, NY 13413
| |
| | | | | | | | | |
| | |
| |  | | | | | | |
April 8, 2016
28, 2017
Dear Shareholders:PAR Technology Corporation Stockholder:
You are invitedI am pleased to attendinvite you to PAR Technology Corporation’s 20162017 Annual Meeting of Shareholders (the “meeting”) toStockholders, which will be held on Wednesday, May 18, 2016,Friday, June 9, 2017 at 10:00 AM,a.m. local time. The meeting will be heldtime at the Turning Stone Resort, Tower Meeting Rooms (Saranac(Birch Room), 5218 Patrick Road, Verona, New York 13478. During
At the meeting,Annual Meeting, we will present a report on PAR’s operations, followed by discussion of and votingbe electing five Directors, holding an advisory (non-binding) vote on the compensation of our named executive officers, and acting upon such other matters set forth inas may properly come before the accompanying Notice of 2016 Annual Meeting of Shareholders and Proxy Statement and discussion of other business matters properly brought before the meeting. There will also be time for questions.or any adjournments or postponements thereof.
This Proxy Statement provides information about PAR that is of interest to all shareholders and presents informationAdditional details regarding the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our Annual Report on Form 10-K for 2016. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the meeting.2017 Annual Meeting. Voting by proxy does not deprive you of your right to attend the Annual Meeting.
I sincerely hope you will attend our Annual MeetingAs discussed in the accompanying Proxy Statement, if your shares of Shareholders on May 18, 2016. Under New York Stock Exchange Rules,common stock are not registered in your name, but rather in the name of your broker, bank, or other nominee, in the absence of voting instructions from you, your broker, bank, or other nominee is not permitted to vote your shares on your behalf in an uncontested electionon any of directors or corporate governance matters supported by management unless you provide specific instructions. As a result, taking an active role in the voting of your shares has become more important than ever before. proposals to be considered at the Annual Meeting.
Whether or not you planexpect to attend the 2017 Annual Meeting, please vote over the telephone or the Internet or, if you canreceive a proxy card by mail, by completing and returning the proxy card, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, if your shares are representedheld of record by a broker, bank, or other nominee and you wish to vote at the meeting by promptly votingAnnual Meeting, you must obtain a proxy issued in your name from that record holder.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in PAR Technology Corporation.
Sincerely,
Chief Executive Officer & President
![[MISSING IMAGE: lg_par-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/lg_par-4c.jpg)
PAR Technology Corporation8383 Seneca Turnpike, New Hartford, NY 13413-4991NOTICE OF
2017 ANNUAL MEETING OF STOCKHOLDERS
Dear PAR Technology Corporation Stockholder:
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”) will be held as follows:
Date:
Friday, June 9, 2017
Time:
10:00 a.m. (local time)
Place:
Turning Stone Resort, Tower Meeting Rooms (Birch Room), 5218 Patrick Road, Verona, New York 13478.
Record date:
April 24, 2017.
Items of Business:
To elect the five Director nominees named in the Proxy Statement to serve until the 2018 Annual Meeting of Stockholders;
To approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers; and submitting your
To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Friday, June 9, 2017 at 10:00 a.m. local time at the Turning Stone Resort, in Verona, New York. As of the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of our proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials.
By Order of the Board of Directors,
Donald H. Foley,
Chief Executive Officer and President
New Hartford, New York
April 28, 2017
You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote over the internet, by telephone or the Internet or, if you have requestedreceive a hard copy ofproxy card by mail, by completing and returning the proxy materials,card, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a proxy card by completing, signing, dating and returningmail, the instructions are printed on your proxy formcard. Even if you have voted by proxy, you may still vote in person if you attend the prepaid envelope provided with the form.
Sincerely,
PresidentAnnual Meeting. Please note, however, if your shares are held of record by a broker, bank, or other nominee and Chief Executive Officer
Important Notice to Shareholders of Record
Internet Availability of Proxy Materials
for the Shareholder Meeting to be held at 10:00 AM local time on May 18, 2016:
The Proxy Statement, Proxy Card and the 2015 Annual Report on Form 10-K are available at:
www.partech.com/investors/proxy
You can access Internet voting at:
www.investorvote.com/PAR
You can access toll free Telephone voting at:
1-800-652-VOTE (8683)
|
IMPORTANT NOTICE REGARDING ESCHEATMENT LAWS: The Company has been advised that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to escheat to the state in which the shareholder was last known to reside. One way shareholders can ensure their account is active isyou wish to vote their shares.
Printed Using Soy Ink
Recycled Content Paper
You are encouraged to elect and receive futureat the Annual Meeting, you must obtain a proxy materials via email. You can make this election by visiting the Investor Center at www.computershare.com/investor. If you are accessing this document on line, please consider the environment before you print. If you are reviewing a hard copy of this document, when you are finished, please be considerate of the environment and recycle.issued in your name from that record holder.
| | | | Page |
| iii |
| iv |
| | | | | 1 | | |
| | | | | 1 | | |
| 3 | | | | 5 | | |
| 3 | | | | 5 | | |
| | | | | 8 | | |
| | | | | 11 | | |
| 13 | | | | 12 | | |
| 14 | | | | 13 | | |
| 16 | | | | 15 | | |
| 16 | | | | 15 | | |
| | | | | 17 | | |
| 22 | | | | 21 | | |
| 24 | | | | 22 | | |
| 26 | | | | 23 | | |
| 26 | | | | 24 | | |
| 27 | | | | 24 | | |
| 27 | | | | 25 | | |
| 28 |
| 28 |
| 29 |
| 29 | | | | 26 | | |
This page intentionally left blank.
2016 Proxy Summaryii
This summary is intended to provide a quick source for information contained elsewhere in this Proxy Statement. This summary does not contain all the information a shareholder should consider and you are encouraged to read the entire Proxy Statement carefully before voting your shares.
Annual Meeting Information:
·Date and Time:
| Wednesday, May 18, 2016 at
10:00 AM, local time
|
·Place:
| Turning Stone Resort
Tower Meeting Rooms (Saranac Room)
5218 Patrick Road
Verona, New York 13478
|
·Record Date:
| March 24, 2016 |
Meeting Agenda:
· | Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers |
· | Transact such other business as may properly come before the meeting |
Matters to be voted upon:
Matter
| Board’s
Recommended Vote
| Page Reference
for more detail
|
·Election of Directors
| FOR the Director Nominees
| 3
|
·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
| FOR | 27 |
iii
April 28, 2017
NOTICE OF 2016 2017 ANNUAL MEETING OF
SHAREHOLDERSSTOCKHOLDERSTo be held June 9, 2017TO BE HELD ON WEDNESDAY, MAY 18, 2016PROXY STATEMENT
Dear PAR Technology Shareholder:
The 2016 Annual Meeting of ShareholdersThis Proxy Statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, (the “Company”), willin connection with the solicitation of proxies by our Board of Directors for use at our 2017 Annual Meeting of Stockholders to be held on Friday, June 9, 2017 at 10:00 a.m. local time at the Turning Stone Resort, Tower Meeting Rooms (Saranac(Birch Room), 5218 Patrick Road, Verona, New York 1347813478. This Proxy Statement and the proxy and voting instruction card are first being sent or made available to our stockholders on Wednesday, May 18, 2016,or about April 28, 2017.
INFORMATION ABOUT THE PROXY MATERIALS AND VOTING
Who is entitled to notice and to vote at 10:00 AM, local time, for the following purposes:
| 1. | To elect seven (7) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders; |
| 2. | To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting. |
The Board of Directors has set March 24, 2016 as the record date for the Annual Meeting. This means that ownersMeeting?
Only stockholders of the Company'srecord of our common stock at the close of business on MarchApril 24, 2016 are entitled to receive this notice and to vote at2017, the Annual Meeting or any adjournments or postponements thereof. A list of shareholders as of the close of business on March 24, 2016 will be made available for inspection by any shareholder, for any purpose relating to the Annual Meeting, during normal business hours at our principal executive offices, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413, beginning 10 days prior to the meeting. This list will also be available to shareholders at the meeting.
Every shareholder’s vote is important. Whether or not you plan to attend in person, we request you vote as soon as possible. Most shareholders have the option of voting their shares by telephone or via the internet. If such methods are available to you, voting instructions are printed on your proxy card or otherwise included with your proxy materials. If you have requested a hard copy of the proxy materials, you may also vote by the traditional means of completing and returning the proxy card in the accompanying postage prepaid envelope. If you vote via telephone or Internet, there is no need to return your proxy card.
The proxy solicited hereby may be revoked at any time prior to its exercise by: (i) executing and returning to the address set forth above a proxy bearing a later date; (ii) voting on a later date via telephone or Internet; (iii) giving written notice of revocation to the Secretary of the Company at the address set forth above; or (iv) voting at the meeting.
| By Order of the Board of Directors, |
| |
| Viola A. Murdock |
| Corporate Secretary |
April 8, 2016 | |
This page intentionally left blank.
PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY 13413-4991
April 8, 2016
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAR Technology Corporation (the “Board”), a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at 10:00 AM, local time, on Wednesday, May 18, 2016, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 and at any postponement or adjournment thereof. The approximate date on which this Proxy Statement, the form of proxy and Annual Report for the fiscal year ending December 31, 2015 are first being sent, given or made available to shareholders is April 8, 2016.
Purpose of Meeting
At the meeting, shareholders will be asked to consider and vote on the following matters:
| 1. | To elect seven (7) Directors of the Company for a term of office to expire at the 2017 Annual Meeting of Shareholders; |
| 2. | To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting. |
Each of the proposals is described in more detail in this Proxy Statement.
Record Date,
Only shareholders of record at the close of business on March 24, 2016 will be are entitled to notice of, and to vote at, the meeting or any postponements or adjournments of the meeting. As of that date,Annual Meeting. On April 24, 2017, there were 15,606,21115,774,604 shares of the Company's common stock par value $0.02 per share (the “Common Stock”), outstanding and entitled to vote. Treasury shares are not voted.outstanding. Each share of Common Stock entitles the shareholdercommon stock is entitled to one vote on all matters to come beforevote.
Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).
As permitted by the meeting including the electionrules of the Directors.Securities and Exchange Commission (“SEC”), on or about April 28, 2017, we sent the Notice to our stockholders as of April 24, 2017. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, on the Internet at www.investorvote.com/PAR or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. The holders of shares representing a majority, or 7,803,106 shares, represented in personNotice also instructs you on how to vote through the Internet or by proxy, shall constitutetelephone.
Stockholder of Record; Shares Registered in Your Name.
If on April 24, 2017 your shares were registered directly in your name, then you are a quorum to conduct business.
Voting Rights
Broker discretionary voting (voting without specific instruction from the shareholder) has been eliminated in connection with uncontested electionstockholder of directorsrecord and corporate governance matters supported by management. As a result, broker discretionary voting will not be allowed with respect to any of the above proposals. Every shareholder is encouraged to participate in voting.
Methods of Voting
Shareholdersyou may vote in person at the Annual Meeting, vote by proxy over the Internet or by proxy. Shareholdersphone by following the instructions provided in the Notice or, if you request and received printed copies of recordthe proxy materials by mail, you may vote by mail, via telephone, via the internet or at the Meeting.mail. If you are a beneficial shareholder, please refer to your proxy card or the information forwarded to you by your bank, broker or other holder of record to identify which voting options are available to you. If you take advantage of telephone or Internet voting, you do not need to return your proxy card. Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day, and will close at 3:00 AM Eastern Time on May 18, 2016.
A shareholder’s right to attend the meeting and vote in person will not in any way be affected by the method by which the shareholder has voted. The last vote of the shareholder is controlling. If shares are held in the name of a bank, broker or other holder of record, the shareholder must obtain a proxy,properly executed in their favor, from the holder of recordtime to be able to vote at the meeting. All shares that have been properly voted and not revoked will be voted at the meeting. When proxies are returned properly executed,Annual Meeting, the shares represented by the proxiesproxy will be voted in accordance with the directionsinstructions you provide. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.
Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.
If on April 24, 2017 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The broker, bank, or other nominee holding your shares is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial
owner, you have the right to direct your broker, bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other nominee.
Matters to be voted on at the Annual Meeting.
There are two matters scheduled for a vote:
•
Proposal 1: Election of five Directors to serve until the 2018 Annual Meeting of Stockholders; and
•
Proposal 2: Approval, on an advisory (non-binding) basis, of the shareholder. In those instances where proxy cards are signed and returned, but fail to specify the shareholder’s voting instructions, the shares represented bycompensation of our Named Executive Officers.
The Board knows of no other matters that proxy will be voted as recommendedpresented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their discretion.
How do I vote my shares?
You may vote your shares:
In Person: Attend the Annual Meeting and vote in person. If you are a beneficial owner be sure to obtain a valid proxy from your broker, bank, or other nominee.
By Mail: If you received our proxy materials by mail, simply complete, sign, and date the Boardaccompanying proxy card and return it promptly in the postage-paid envelope provided.
By Telephone: To vote over the telephone, call toll-free 1-800-652-VOTE (8683). Your telephone vote must be received by 3:00 a.m., Eastern Time, on June 9, 2017 to be counted.
By Internet: To vote through the Internet, go to www.investorvote.com/PAR or scan the QR code with your smartphone. Your Internet vote must be received by 3:00 a.m., Eastern Time, on June 9, 2017 to be counted.
Can I change my vote after submitting my proxy?
Yes, if you are a stockholder of Directors. Therecord, you can revoke your proxy solicited hereby may be revoked at any time prior to its exercisebefore the final vote at the Annual Meeting by: (i) executing and returning to the address set forth above
•
submitting a duly executed proxy bearing a later date; (ii) voting on
•
granting a later date viasubsequent proxy by telephone or through the Internet; (iii)
•
giving written notice of revocation to thePAR Technology Corporation’s Corporate Secretary of the Companyprior to or at the address set forth above;Annual Meeting; and
•
attending the Annual Meeting and voting in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or (iv) votingtelephone or Internet proxy is the one that is counted.
If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.
What constitutes a quorum?
The presence at the meeting.
Effects of Voting
With respect to the election of the Directors, shareholders may: (i) vote “FOR” the nominees namedAnnual Meeting, in this Proxy Statement;person or (ii) “WITHHOLD AUTHORITY” to vote for any or all such nominees. The election of the Directors requires a plurality of the votes cast. Accordingly, withholding authority to vote for any Director nominee will not prevent the nominee from being elected.
With respect to the non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers, shareholders may: (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting. For this proposal, the vote is advisory and not binding on the Company, its Board of Directors or the Compensation Committee in any way. Therefore, there is no vote required for approval. However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when making future decisions regarding the Company’s executive compensation programs.
With respect to any other matter that properly comes before the meeting, the affirmative voteby proxy, of the holders of a majority of the shares of Common Stock represented in person or by proxyour common stock outstanding on April 24, 2017 is necessary to constitute a quorum and to conduct business at the Annual Meeting.
What is an abstention and how will abstentions be treated?
An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares voting “abstain” will have no effect on any of the proposalproposals before the Annual Meeting.
What if I return a proxy card but do not make specific choices?
If you are a stockholder of record on April 24, 2017 and you return a properly executed, timely received and unrevoked proxy card without marking any voting selections, your shares will be required for approval.voted:
•
Electronic AccessProposal 1: “For” election of the five Director Nominees to Proxy Materialsserve until the 2018 Annual Meeting of Stockholders; and Annual Report
•
This Proxy Statement, FormProposal 2: “For” approval, on an advisory (non-binding) basis, of Proxythe compensation of our Named Executive Officers.
If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his discretion.
If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, and you do not give instructions to your broker, bank or other nominee, then your broker, bank, or other nominee may not vote your shares and the Company’sshares will be treated as broker non-votes.
What are broker non-votes?
A broker non-votes occur when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares.
None of the proposals to be considered at the Annual ReportMeeting are routine matters. Unless you provide voting instructions to its shareholdersthe broker, bank, or other nominee holding your shares, your broker, bank, or other nominee may not use discretionary authority to vote your shares on any of the proposals to be considered at the Annual Meeting. Broker non-votes will not be counted for purposes of determining whether a quorum is present.
Votes required and Board recommendations.
Proposal No. 1: Election of Directors
| Vote Required | | | Board Recommendations | |
| By a plurality of votes cast by shares present or represented either in person or by proxy and entitled to vote on the election of Directors, the five nominees for Director receiving the most “For” will be elected. Broker non-votes are not entitled to vote on this proposal and will not be counted in evaluating the results of the vote. Please vote your proxy or provide voting instructions to your broker, bank, or other nominee so your vote can be counted. | | | Board unanimously recommends a “For” all five Director nominees. | |
Proposal No. 2: On an Advisory (Non-Binding) Basis Approval of the Compensation of our Named Executive Officers.
| Vote Required (Non-Binding) | | | Board Recommendations | |
| The affirmative vote of a majority of votes cast by holders of shares present or represented either in person or by proxy and entitled to vote on this proposal is required to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers. Broker non-votes are not entitled to vote on this proposal and will not be counted in evaluating the results of the vote. This advisory vote on executive compensation is non-binding on the Board. Please vote your proxy or provide voting instructions to your broker, bank, or other nominee so your vote can be counted. | | | Board unanimously recommends a vote “For” the approval of the compensation of our Named Executive Officers. | |
Who is paying for this proxy solicitation?
We will pay for the year ended December 31, 2015, including audited consolidated financial statements are available on the Company’s web site at https://www.partech.com/about-us/investors/annual-reports/.
Proxy Solicitation and Costs
entire cost of soliciting proxies. In addition to the use of the internetthese Proxy Materials, our Directors and mail service, directors, officers, employees and certain stockholders of the Company may also solicit proxies on behalf of the Company personally,in person, by telephone or by facsimile or electronic transmission. Noother means of communication. Directors and employees will not be paid any additional compensation will be paid to such individuals. The Company will bearfor soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability, this Proxy Statement and any additional information furnished to shareholders. The Company will also bear the cost of the charges and expenses of brokerage firms and others forwarding the solicitation materialproxy materials to beneficial owners of shares of the Company’s Common Stock. The internet and telephone voting procedures are designed to verify a shareholder’s identity, allows the shareholder to give voting instructions and confirm that such instructions have been recorded properly.owners.
Proposal 1: Election of Directors
PROPOSAL 1 — ELECTION OF DIRECTORS
Pursuant to the Company’s Certificateour amended certificate of Incorporation, as amended in 2014,incorporation, all directors (other than those who may be elected by the holders of any series of preferred stock, voting as a separate class)Directors are elected for a one-year term expiring at the next annual meeting of shareholders. Each director shallstockholders.
At this Annual Meeting, five Directors are to be elected and, if elected, each Director will serve until the 2018 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or, earlier, until his or her death, resignation, or removal. Therefore, at this meeting, directors will be elected for a one-year term expiring at the Annual Meeting held in 2017. The sevenAll Director nominees of the Board of Directors are all currently members of the Board and have been nominated for electionre-election by the Board upon the recommendation of the Nominating and Corporate Governance Committee and each has consented to stand for re-election.
Committee. The Board has no reason to believe that any of the Director nominees will beare unable or unwilling to serve, if elected. In the event that any of the nominees shall become unable or unwillingand each Director nominee has consented to accept nomination or election as a director, it is intended that such shares will be voted, by the persons named in the Form ofthis Proxy for the election of a substitute nominee selected by the Board, unless the Board should determineStatement and to reduce the number of directors pursuant to the By-Laws of the Company.
serve if elected.
The names offollowing table sets forth information about the nominees, their agesCompany’s Directors, as of April 8, 2016,24, 2017, which are the year each first became a director are set forth inDirector nominees:
| Director | | | Age | | | Director Since | | | Positions and Offices | | | Independent(1) | |
| Paul D. Eurek | | | 57 | | | 2014 | | | | | | Yes | |
| Dr. Donald H. Foley | | | 72 | | | 2016 | | | Chief Executive Officer and President of PAR
President of ParTech, Inc. | | | No | |
| Cynthia A. Russo | | | 47 | | | 2015 | | | | | | Yes | |
| Dr. John W. Sammon | | | 78 | | | 1968 | | | | | | No | |
| Todd E. Tyler | | | 54 | | | 2014 | | | | | | Yes | |
(1)
Independent under the following table.listing standards of the New York Stock Exchange and our Corporate Governance Guidelines.
| | Nominees for Director | Age | Director Since |
| | Ronald J. Casciano | 62 | 2013 |
| | Paul D. Eurek | 56 | 2014 |
| | Dr. Donald H. Foley | 71 | 2016 |
| | Cynthia A. Russo | 46 | 2015 |
| | Dr. John W. Sammon | 77 | 1968 |
| | Karen E. Sammon | 51 | 2016 |
| | Todd E. Tyler | 53 | 2014 |
The Board of Directors unanimously recommends a vote FOR“For” the proposal to elect allelection of each of the above namedDirector nominees for a one year term to the Company’s Board. .Unless a contrary direction is indicated, shares represented by valid proxies and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of the nominees.
DIRECTORS
AND EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
DIRECTORS
DIRECTOR NOMINEES
Directors and Director Nominees
Below are summaries of the background, business experience and description of the principal occupation of each of the nominees.
Ronald J. Casciano. Mr. Casciano was appointed Director in March 2013 coincident with his appointment to the position of Chief Executive Officer and President of PAR Technology Corporation in which he served until his retirement effective January 1, 2016. Mr. Casciano also served as Treasurer of the Company from 1995 until January 1, 2016. Mr. Casciano also serves as a director on the boards of the Company’s subsidiary companies within the Government business segment. Joining the Company in 1983, Mr. Casciano, a Certified Public Accountant, held several leadership positions with the Company including Chief Accounting Officer (2009-2012), Vice President, Chief Financial Officer (1995 to 2012), and Senior Vice President, Chief Financial Officer (2012 until March 2013). In addition to his experience as CEO and President of the Company, Mr. Casciano brings to the Board his broad based functional management experience, including accounting, finance, investor relations, information technology, human resources, and facilities. Mr. Casciano formerly served as a member of the Board of Directors and Chair of the Audit Committee of Veramark Technologies, Inc., a position he held from 2011 until the sale of that company in 2013.
Paul D. Eurek.Eurek. Mr. Eurek is the President of Xpanxion LLC (UST Global Group), serving in that capacity since 1998 when he founded the company. Privately held, Xpanxion is a professional services and software development company focused on cloud centric technology headquartered in Atlanta, Georgia. Mr. Eurek is also the co-founder and founding Chief Executive Officer of Hi Tech Partners Group, a start-up incubator and investment company, also founded in 1998. Since 2013, Mr. Eurek has served as a member of the board of directorsDirectors and is presently Chairman of the Board of Invest Nebraska Corporation, a 501(c)(3) corporation which operates as an investment and funding vehicle for the State of Nebraska and other organizations. Mr. Eurek previously served as the President and Chief Executive Officer of Compris Technologies, Inc. which he founded in 1992 and by 1997 grew to a global provider of retail enterprise systems when it was acquired by NCR Corporation. Mr. Eurek contributes his deep understanding of global hospitality technology, cloud based systems and implementation experience, executive and organizational management proficiencies and knowledge of strategic planning. Mr. Eurek serves as the Chairis a member of the Audit Committee, Compensation Committee serves on the Audit(Chair) and Nominating/Nominating and Corporate Governance Committees and has been a Director since July 22, 2014.
Committee of our Board of Directors.
Dr. Donald H. Foley. Foley. Prior to his appointment as PAR’s Chief Executive Officer and President, Dr. Foley served as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of PAR’s Board of Directors. Dr. Foley has more than 35 years of
technology based government contracting and organizational management experience, risk management, and strategic planning, in both the private and public sectors. Dr. Foley is the founder and sole proprietor of Martingale Consulting, an executive level and strategic, managerial and business development services firm. Priorfirm, which Dr. Foley founded in 2011. From 1991 to establishing Martingale Consulting,2011, Dr. Foley held various senior executive positions at Science Applications International Corporation (“SAIC”, currently Leidos Holdings, Inc.), one of the nation’s largest government contractors, providing scientific, engineering, systems integration and technical services and solutions to all branches of the U.S. Military, agencies of the U.S. Department of Defense, the Intelligence Community, the U.S. Department of Homeland Security and other U.S. Government civil agencies, as well as to customers in selected commercial markets. At SAIC, Dr. Foley served as theExecutive Vice President from 2005 to 2011, as Group President of the Research and Intelligence Group of Science Applications International Corporation (“SAIC” now known as Leidos, Inc.) from 1991 to 2005, and Executive Vice President, from 2005 to 2011. Dr. Foley also served as a member of the Board of Directors of SAIC from 2002 to 2007. Leidos, one of the nation’s largest government contractors, provides scientific, engineering, systems integration and technical services to the United States Department of Defense and governmental intelligence agencies as well as selected commercial markets.Since 2011, Dr. Foley has been a memberserved on the boards of directors of two private companies, Thomas Somerville Co. and T.S. Realty Co., and on the Board since January 1, 2016board of directors of Government Secure Solutions CGI (GSSC), Inc., an indirect, non-public subsidiary, of CGI Group Inc., whose securities are registered on the NYSE and is a member of the Audit, Compensation and Nominating/Corporate Governance Committees. Dr. Foley brings to the Board a broad range of technology based government contracting and organizational management experience, risk management and strategic planning.
Toronto Stock Exchange.
Cynthia A. Russo.Russo. Ms. Russo is the Executive Vice President and Chief Financial Officer of Cvent, Inc., a position she has held since September 28, 2015. Cvent is a cloud-based enterprise event management platform provider offering solutions to event planners for online event registration, venue selection, event management, mobile applications, email marketing and web surveys. From April 2010 until December 2014, Ms. Russo served as Executive Vice President and Chief Financial Officer of MICROS Systems, Inc., a provider of integrated software, hardware and services solutions to the hospitality and retail industries. Ms. Russo joined MICROS in 1996 and, prior to her promotion in April 2010, served in various other financial roles. On September 8, 2014, MICROS became an indirect, wholly-owned subsidiary of Oracle Corporation. Ms. Russo is a member of the Board since her election on May 28, 2015, serves as the Lead Director of the Board, Presiding Director of the independent directors, Chair of the Audit Committee and also serves as a member of the Compensation and Nominating/Corporate Governance Committees. A Certified Public Accountant and Certified Internal Auditor, Ms. Russo qualifies as a financial expert within the meaning of the rules of the Securities and Exchange Commission.Auditor. Ms. Russo brings financial acumen, risk management and organizational management proficiencies.
Ms. Russo is a member of the Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of our Board of Directors, and serves as the presiding Director at executive sessions of the independent Directors.
Dr. John W. Sammon. Dr. Sammon is the founder of the Company and served as the Company’s Chief Executive Officer, President, and Chairman of the Board until he retired from his management role in the Company and stepped down as Chairman of the Board in April 2011. Dr. Sammon also serves as a director on the boards of the Company’s subsidiary companies within theour subsidiaries PAR Government business segment.Systems Corporation and Rome Research Corporation. The extensive experience gained as leader of the Company since its inception, as well as from the various senior executive capacities he has held with the Company’s subsidiaries, gives Dr. Sammon an in depth understanding of the Company’s business and its customers. Dr. Sammon also brings to the Board his extensive leadership experience, strategic planning and broad organizational development expertise. In April 2011, Dr. Sammon was named Chairman Emeritus of the Board. Dr. Sammon has been a Director of the Company since 1968. Dr. Sammon is the father of Karen E. Sammon, a Director and an Executive OfficerChief of the Company serving as President and Chief Executive OfficerStaff of the Company and John W. Sammon, III, who serves as Vice President and General Manager of the SureCheck®SureCheck business within the Company’s restaurant and retail business unit,segment, operated through the Company’s wholly-owned subsidiary ParTech, Inc.
Karen E. Sammon. Ms. Sammon is the President and Chief Executive Officer of the Company. Prior to her promotion on January 1, 2016, Ms. Sammon served as the President of the Company’s restaurant and retail business unit, ParTech, Inc., a position held since April 2013. Ms. Sammon also currently holds executive and director positions with subsidiaries of the Company. Ms. Sammon is the former Senior Vice President of The CBORD Group, Inc. (“CBORD”) which she joined in 2010. CBORD is a provider of cashless card solutions, food and nutrition service management software, and integrated security solutions for colleges and universities, healthcare facilities, supermarkets, and corporations. While at CBORD, Ms. Sammon had responsibility for strategic planning and management of CBORD’s US and Asia/Pacific operations. Prior to joining CBORD, Ms. Sammon held a variety of positions with ParTech, Inc. from 1993 to 2010, including Chief Product & Strategy Officer; President, PAR Software Solutions; Vice President, Business Development, Director of Marketing and Corporate Counsel. Ms. Sammon has been a member of the Board since January 1, 2016 and brings to the Board the benefit of her extensive global hospitality technology experience, organizational development, strategic planning, change management, and diverse functional leadership experience. Ms. Sammon is the daughter of Dr. John W. Sammon, Director, Chairman Emeritus and Founder of the Company.
Todd E. Tyler.Tyler In December, 2015,. Mr. Tyler becameis the CEOChief Executive Officer, President and member of the Board of Directors of Electronic Commerce,Vibe HCM, Inc., a cloud based softwareSaaS company which providesproviding human capital management solutions. Mr. Tyler also sits on the boards of numerous cloud based private softwareSaaS companies and serves in an advisory capacity to certain private equity firms. From April 2001 to October 2013, Mr. Tyler was the Chief Executive Officer, President CEO and member of the Board of Directors of Lanyon, Inc. which provides cloud-based softwareprovided enterprise SaaS solutions for the meeting and events industry and transient hotel programs. In December 2012, Lanyon was acquired by Vista Equity Partners in December 2012.and was subsequently merged into Cvent. Prior to joining Lanyon, Mr. Tyler served as the Chief Financial Officer, General Counsel and member of the Board of Directors of a wholly owned subsidiary of CenterPoint Energy (formerly known as Reliant Energy, Inc.) from April 2000 to March 2001. Mr. Tyler is an attorney and a member in good standing of the State Bar of Texas and is also a financial expert within the meaning of the rules of the Securities and Exchange Commission.Texas. Mr. Tyler brings to the Board his financial reporting and risk management proficiencies, global hospitality technology experience, as well as a solid background in strategic planning and executive and organizational development. Mr. Tyler serves as the Chair of the Nominating/Corporate Governance Committee and asis a member of the Audit Committee, Compensation Committee and Compensation Committees. Mr. Tyler has been a Director since July 28, 2014.Nominating and Corporate Governance Committee (Chair) of our Board of Directors.
EXECUTIVE OFFICERS
The following tables list all persons who served astable sets forth information about our executive officers of the Company during all or part of 2015, and all persons serving as executive officers in 2016, their respective ages as of April 8, 2016, positions held by such persons and occupations for the last five years. All of the current executive officers of the Company are serving open ended terms. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.
24, 2017.
| Name | Name | | Age | | | Positions heldand Offices | |
| Dr. Donald H. Foley | Matthew R. Cicchinelli (1)
| 53 | ·President, PAR Government Systems Corporation and Rome Research Corporation
·Vice President, ISR Innovations, PAR Government Systems Corporation
|
| 72 | Viola A. Murdock (2)
| 60 | ·Vice President, General Counsel & Secretary, PAR Technology Corporation
|
| Karen E. Sammon (3)
| 51 | ·President and Chief Executive Officer, PAR Technology Corporation
·President, ParTech, Inc.
|
| Matthew J. Trinkaus (4)
| 33 | ·Corporate Controller, Chief Accounting Officer and Acting Treasurer, PAR Technology Corporation
|
(1) | Mr. Cicchinelli was named President, PAR Government Systems Corporation and Rome Research Corporation effective December 15, 2015. Mr. Cicchinelli, joined PAR in 2011 as Executive Director for Operations, and in 2013 was promoted to Vice President, Intelligence, Surveillance and Reconnaissance (“ISR”) Innovations. Prior to joining PAR, Mr. Cicchinelli served in various senior roles with the United States Marine Corps and the Department of Defense with a focus on command and control, ISR technologies, and strategic plans and policies. Mr. Cicchinelli retired from the Marine Corps in 2011 with the rank of Colonel. |
(2) | Ms. Murdock was named Vice President, General Counsel & Secretary of the Company effective September 17, 2014. Prior to her promotion Ms. Murdock served as Senior Corporate Counsel since 1996 and Acting Secretary since 2013. Ms. Murdock has advised the Company of her intent to retire from the Company in 2016. |
(3) | Ms. Sammon was named President and Chief Executive Officer of the Company effective January 1, 2016. Ms. Sammon served as President, ParTech, Inc. from April 2013 until the time of her promotion. |
(4) | Mr. Trinkaus was named Chief Accounting Officer effective March 31, 2015 and Acting Treasurer effective January 1, 2016. A Certified Public Accountant, Mr. Trinkaus holds this position concurrent with the position of Corporate Controller which he has held since January 1, 2015. Mr. Trinkaus joined the Company in January of 2013, as Assistant Corporate Controller. Before joining the Company, Mr. Trinkaus served as Vice President, Assistant Corporate Controller with NBT Bancorp, beginning in November 2011. From April 2010 to November 2011, Mr. Trinkaus worked as a Senior Audit Associate with KPMG LLP. |
The following lists those Executive Officers who served in that capacity during all or any part of 2015 but have separated from the Company prior to April 8, 2016.
| Name | Age | | Positions |
| Michael S. Bartusek (1)
| 47 | | Vice President, Chief Financial Officer |
| Ronald J. Casciano (2)
| 62 | | Chief Executive Officer, President, and Treasurer, PAR Technology CorporationDirector of the Company and President of ParTech, Inc. | |
| Bryan A. Menar | Lawrence W. Hall (3)
| 56 | 42 | | | Chief Financial Officer and Vice President PAR Springer-Miller Systems, Inc.of the Company | |
| Matthew R. Cicchinelli | Robert P. Jerabeck(4)
| 60 | 54 | Vice President and Chief Operations Officer |
| | Stephen P. Lynch (5)
| 59 | | President, PAR Government Systems Corporation and
President of Rome Research Corporation |
| Steven M. Malone (6)
| 35 | | Vice President, Corporate Controller and Chief Accounting Officer, PAR Technology Corporation |
Donald H. Foley. Biographical information with regard to Dr. Foley is presented under “DIRECTORS AND EXECUTIVE OFFICERS — DIRECTORS — Directors and Director Nominees.”
(1) | Mr. Bartusek was terminated from the Company for cause effective March 14, 2016 in connection with unauthorized investments made in contravention of the Company’s policies and procedures involving Company funds. Mr. Bartusek served as Vice President and Chief Financial Officer of the Company from July 20, 2015 until his termination. Prior to joining the Company, Mr. Bartusek served as the Chief Financial Officer and Corporate Treasurer at Sutherland Global Services, Inc. (“SGS”) a $900M business process outsourcer, from 2007 to October 2014. Prior to SGS, Mr. Bartusek was Director of Finance for the North American operations at XEROX Global Services, Inc. from 2004 to 2007. |
On April 12, 2017, we entered into an employment offer letter with Dr. Foley in connection with his appointment as Chief Executive Officer and President of PAR. Pursuant to that agreement, Dr. Foley will receive an annual base salary of $460,000, 25% of which will be paid in time vesting restricted stock, that vest ratably monthly; such shares will be granted on the first day of the open trading window following April 12, 2017, the effective date of Dr. Foley’s employment. Dr. Foley will participate in our annual incentive compensation plan, starting in the 2017 calendar year, at a rate of 75% of his annual base salary for on plan performance against financial targets associated with our 2017 annual operating plan and specific business objectives established by the Board; 25% of Dr. Foley’s incentive compensation bonus, will be paid in shares of time vesting restricted stock. If Dr. Foley’s employment is terminated without cause in 2017, he will be paid the balance of his 2017 base salary. Additionally, if Dr. Foley’s employment is terminated without cause on or after August 1, 2017 or if he is employed as of December 31, 2017, Dr. Foley will be paid not less than 50% of his pro-rated short-term incentive bonus.
Bryan A. Menar. Mr. Menar joined the Company as Chief Financial Officer and Vice President on January 3, 2017. From January 2015 to January 2017, Mr. Menar served as Vice President, Financial Planning and Analysis of Chobani, LLC, a producer of Greek Yogurt products based in Central New York. In this role, Mr. Menar was responsible for corporate financial analysis, including forecasting, budgeting, business reviews and financial presentations for both internal and external stakeholders and partners. From October 2012 to December 2014, Mr. Menar served as Director of Financial Planning and Analysis for Chobani. In addition, Mr. Menar served as a consultant with J.C. Jones & Associates, a national business consulting firm, from 2010 to 2012, and as Vice President, Merchant Bank Controllers, of Goldman Sachs & Co. from 2002 – 2010. Mr. Menar is a Certified Public Accountant.
(2) | Mr. Casciano retired from the position of Chief Executive Officer and President of the Company effective January 1, 2016 but continues in the capacity of Director for the Company and subsidiary companies within the Government Business segment. A more detailed biography for Mr. Casciano can be found above in connection with Director Nominees. |
In connection with his appointment as Chief Financial Officer and Vice President, Mr. Menar entered into an employment agreement, which provides that his employment is “at will”, and provides the following compensation components: (1) an annual base salary of $250,000; (2) participation in our short-term incentive compensation, at an individual bonus target of up to 30% of his annual base salary for fiscal 2017 performance; (3) subject to approval and terms established by the Board, grants under the PAR Technology Corporation 2015 Equity Incentive Plan of non-qualified stock options for 40,000 shares of common stock, that vest ratably over four years on the anniversary of the date of grant; and (4) participation in our retirement plan, as well as the provision of insurance benefits and other customary benefits offered by us to our senior executives. Mr. Menar was also paid a $50,000 signing bonus. Any termination of Mr. Menar’s employment without cause prior to November 14, 2019, will result in a severance payment of an amount equal to six months of his then annual base salary in exchange for a duly executed standard release.
Matthew R. Cicchinelli. Mr. Cicchinelli was named President of PAR Government Systems Corporation and Rome Research Corporation effective December 12, 2015. Mr. Cicchinelli, joined PAR in 2011 as Executive Director for Operations, and in 2013 was promoted to Vice President, Intelligence, Surveillance and Reconnaissance (“ISR”) Innovations. Prior to joining PAR, Mr. Cicchinelli served in various senior roles with the United States Marine Corps and the Department of Defense with a focus on command and control, ISR technologies, and strategic plans and policies. Mr. Cicchinelli retired from the Marine Corps in 2011 with the rank of Colonel.
(3) | Mr. Hall separated from the Company in November 2015 in connection with the Company’s divestiture of the hotel and spa technology business unit. Mr. Hall had served as President, PAR Springer-Miller Systems, Inc., a wholly owned subsidiary of the Company and part of the Company’s Hospitality business segment since August 2008. |
(4) | Mr. Jerabeck separated from the Company on April 15, 2015 when the Company eliminated the position of Chief Operating Officer. Mr. Jerabeck had served as Executive Vice President and Chief Operating Officer of the Company since April 2013. Prior to joining the Company, Mr. Jerabeck, held various positions with a unit of Honeywell International Inc., Honeywell Scanning and Mobility, a global supplier of data collection and management solutions for in-premises, mobile and wireless applications. From March 2012 until joining the Company, Mr. Jerabeck served as Director, Quality Assurance, and, from May 2011 through September 2012, he led the integration of the EMS Global Tracking and LXE businesses acquired by Honeywell Scanning and Mobility. |
(5) | Mr. Lynch separated from the Company on September 1, 2015. Mr. Lynch had served as President of two of the Company’s wholly owned subsidiaries in the Company’s Government business segment, PAR Government Systems Corporation and Rome Research Corporation since January 2008. |
(6) | Mr. Malone separated from the Company on March 31, 2015 to pursue another opportunity. Mr. Malone, a Certified Public Accountant, was named Vice President and Chief Accounting Officer of the Company in May 2012.Mr. Malone held these positions concurrently with the position of Controller, ParTech, Inc. a position he held since August 2014 and Corporate Controller, a position he held from June 2010 through December 31, 2014. Mr. Malone joined the Company in May 2009 as the Director of Financial Analysis and Planning. |
CORPORATE GOVERNANCE
As providedDirector Independence. Each of our Directors, other than Dr. Sammon and Dr. Foley, has been determined by the By-Laws of the Company, as amended, and the laws of the State of Delaware, the Company’s state of incorporation, the business of the Company is under the general direction of the Board. The Board is comprised of six non-management directors and one management director.
Director Independence. The Board of Directors has affirmatively determined that four of the non-management directors (Directors Eurek, Foley, Russo and Tyler) areto be “independent” under the listing standards of the New York Stock Exchange (“NYSE”), the Company’s Standards of Independence, and pursuant to the Company’s Corporate Governance Guidelines. Prior to his departure from the Board in May 2015, former Director John S. Barsanti was affirmatively determinedas supplemented by the Board to also meet these independence standards. In order to assist the Board in making this determination, the Board has adopted standards of independence as part of the Company’sour Corporate Governance Guidelines, which are available onsubstantially similar to and consistent with the Company’s website at https://www.partech.com/wp-content/uploads/2015/12/PAR_Corp_Gov_Guidelines-as-Amended-12-10-14.pdf. Thelisting standards inof the NYSE, including considerations of material business and familial relationships, previous employment considerations and auditor affiliations. Our Corporate Governance Guidelines identify, amongare posted in the “SEC Filings” section of our website at www.partech.com/about-us/investors. Our independent Directors are identified as “Independent” in the table on page 5 of this Proxy Statement.
In its determination that Mr. Eurek is independent, the Board considered Xpanxion LLC’s provision of software development services to Partech, Inc., a direct wholly owned subsidiary of PAR, pursuant to a statement of work entered into in October 2016, and confirmed Mr. Eurek’s independence under the listing standards of the NYSE, our Corporate Governance Guidelines, and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Among the factors considered by the Board in concluding Mr. Eurek’s independence were the immateriality of the arrangement to Mr. Eurek, the type of services being provided - software development services, payments are made to Xpanxion and such payments will not exceed the greater of $1,000,000 or 2% of Xpanxion’s consolidated gross revenues in any fiscal year while Mr. Eurek serves as President of Xpanxion and a Director of PAR, and Mr. Eurek receives no additional payment or other things, material business, charitable and other relationships that could interfere with a director’s ability to exercise independent judgment. During 2015, there were no transactions, relationships or arrangements between the Company and Directors Eurek, Russo or Tyler or any of their respective immediate family members or entities with which they are affiliated. Dr. Foley, through his consulting firm, Martingale Consulting, servedincremental remuneration from Xpansion as a consultant to the Company from April 25, 2012 through December 8, 2015. In no twelve month period during the last three years did Dr. Foley receive compensation from the Company that totaled or exceeded $120,000. During 2015, Dr. Foley received compensation in connection with this consulting relationship totaling $80,000. This consulting relationship with Martingale Consulting ceased in December 2015 and, during 2015, there were no other transactions, relationships or arrangements between the Company and Director Foley or any of his immediate family members or entities with which his is affiliated. During 2015, there were no transactions, relationships or arrangements between the Company and former Director Barsanti or any of his immediate family members or entities with which his is affiliated. There are no family relationships between Directors Eurek, Foley, Russo or Tyler and anyresult of the Company’s executive officers (“Executive Officers”). The Executive Officers servesoftware development services provided to ParTech, Inc. Further, Mr. Eurek’s successor at Xpanxion was named and announced in January 2017, and Mr. Eurek has informed the discretion of the Board.
Board that he will fully retire from Xpanxion on June 30, 2017.
Board Meetings and Attendance.Attendance In 2015,. During the 12-month period ended December 31, 2016 (“fiscal 2016”), the Board held 20eight meetings and the standing Committees of the Board held a total of 13 meetings.took action by unanimous written consent nine times. Each directorDirector attended at least 75% or more of the aggregate number of all meetings of the Board and of the committees on which they served.he or she served, held during the portion of fiscal 2016 for which he or she was a Director or committee member. It is the Company’s policy to encourage directors to attend the Annual Meetingannual meetings of Shareholdersstockholders but such attendance is not required. Last year, one member ofTwo Board members attended the Board attended thefiscal 2016 Annual Meeting of Shareholders.
Board Leadership Structure. StructureSince 2013, the Company’s By-Laws provide for the separation of the position of Chairman of the. The Board from the office of Chief Executive Officer. In 2015, former Director Barsanti served as Chairman of the Board and Presiding Director of the independents until the expiration of his term on May 28, 2015. Following the 2015 Annual Meeting of Shareholders, the Board diddoes not electhave a Chairman, of the Board but placed the leadership of the Board with Directorrather, Cynthia Russo, who was electedserves as independent Lead Director, and who performs the function of the Chairman of the Board. The Board has determined that the separation of the roles of Lead Director and Chief Executive Officer is appropriate, for the Company as it enables theour Chief Executive Officer to focus more closely on the day to dayday-to-day operations of the CompanyPAR while the Lead Director provides leadership to the Board. As a result, theThe Board believes a non-executivean independent Lead Director enablesis better situated to represent the leaderinterests of the Company’s BoardPAR stockholders and to better represent shareholder interests and provide independent evaluation of and oversight over management. The Board also believes that suchthe separation between the offices and functions of Chief Executive Officer and Lead Director is consistent with best practices of corporate governance of a publicly traded company. The independent directors have also designated Director Russo as the independent lead or Presiding Director with broad authority and responsibility. During 2015, Presiding Director Barsanti scheduled and presided at one executive session of the non-management directors and one executive session of the independent Directors without any management directors or employees present. Presiding Director Russo scheduled and presided over one executive session of the independent Directors without any management directors or employees present. The respective Presiding Directors communicated with the Chief Executive Officer to provide feedback and recommendations of the independent directors.
practices.
Board Oversight of Risk Management.Management. The Board is responsible fordoes not have a separate risk management committee, but rather the full Board manages the risk oversight function, with certain areas addressed by committees of risk management. As part of its meetings in 2015, the Board, dedicated timewhere such risks are inherent in the committee’s respective area of oversight. In particular, the Audit Committee oversees our risk guidelines, policies and processes established by management relating to reviewour financial statements and discuss with management specific risk topics in detail. In addition, the Board held four meetings in 2015 for a comprehensive review with management of each of the Company’s business segments to discuss existing and potential strategic and operational risks. Follow up with the Board was conducted as appropriate.financial reporting processes. The Audit Committee oversees the Company’s risk policiesinternal audit function, and processes relating to themeets regularly with management and our independent public accounting firm concerning our financial statements and financial reporting processes, including our internal controlscontrol over financial reporting. The Company’s Internal Audit function reports directly to the Audit Committee and the Committee meets regularly with the Company’s management and independent public accounting firm regarding these mattersreporting and the effectiveness of such controls and processes. TheOur Audit Committee regularly reports on such matters toperiodically meets with senior management and the full Board.
Board to monitor and assess our strategies and risk exposure, including the nature and level of risk appropriate for PAR. The full Board also meets regularly with and receives periodic reports from our legal, compliance and operations groups regarding legal and regulatory requirements and operational considerations.
Committees. CommitteesThe. Our Board has three standing committees: Audit; Compensation;committees — Audit Committee, Compensation Committee, and Nominating/Nominating and Corporate Governance. Pursuant toGovernance Committee — each Board committee operates under a written charter that has been approved by the Company’s By-Laws,Board. Current copies of each committee’s charter are posted in the Board may designate members“SEC Filings” section of our website at www.partech.com/about-us/investors.
The following table provides information about membership (including independence) and committee meetings in fiscal 2016 for each of the Board to constitute such other committees ascommittees:
| Name | | | Audit(1) | | | Compensation(2) | | | Nominating and
Corporate Governance(3) | |
| Paul D. Eurek(4) | | | X | | | X (Chair) | | | X | |
| Donald H. Foley(5) | | | X | | | X | | | X | |
| Todd Tyler | | | X | | | X | | | X (Chair) | |
| Cynthia A. Russo | | | X (Chair) | | | X | | | X | |
| Total meetings in fiscal 2016 | | | 17 | | | 3 | | | 1 | |
(1)
Independent under the Board may determine to be appropriate. The members of each of the three standing committees and the number of meetings held by each committee in 2015 are set forth in the following table.
| | Name | Audit | Compensation | Nominating & Corporate Governance |
| | Meetings Held in 2015 | 4 | 6 | 3 |
| | Members | | | |
| | Paul D. Eurek | X | Chair | X |
| | Dr. Donald H. Foley (1) | X | X | X |
| | Cynthia A. Russo (2) | Chair | X | X |
| | Todd E. Tyler | X | X | Chair |
| (1) | The effective dates of Director Foley’s committee assignments coincide with the date of his appointment to the Board effective January 1, 2016. |
| (2) | The effective dates of Director Russo’s committee assignments coincide with the date of her election to the Board on May 28, 2015. Prior to May 28, 2015, the committee assignments currently held by Director Russo were held by former Director John S. Barsanti. |
Audit Committee. In accordance with its charter, the Audit Committee assists the Board in oversight of the Company’s accounting and financial reporting processes, systems of internal control, the audit process of the Company’s financial statements, and the Company’s processes for monitoring compliance with applicable laws and regulations as well as the Company’s code of ethics and conduct. The New York Stock Exchange (“NYSE”) and the Committee’s charter require the Audit Committee to consist of a minimum of three members, each of whom has been determined by the Board to meet the independencelisting standards adopted by the Board. The standards adopted by the Board incorporate the independence requirements of the NYSE, Rule 10A-3 of the Exchange Act, and as defined in the Audit Committee’s charter.
(2), (3)
Independent under the listing standards of the NYSE and as defined in the Compensation Committee’s charter and the Nominating and Corporate Governance Standards and the independence requirements set forth by the SEC. The Board has determined each of the members of the Audit Committee (including any member who has stepped down during 2015) and the current members of the Audit Committee to be “independent”Committee’s charter.
(4)
Mr. Eurek served as this term is defined by the NYSE in its listing standards, meet SEC standards for independence of audit committee members and noa member of the Audit Committee has a material relationship with the Company that would render that member not to be “independent”. The NYSE and the Committee’s charter require all members of the Committee to be financially literate at the time of their appointmentuntil July 2016; he was reappointed to the Audit Committee or withinon April 21, 2017.
(5)
Dr. Foley resigned as a reasonable time thereafter. The Board has determined that all membersmember of the Audit Committee, are financially literateCompensation Committee and the ChairNominating and Corporate Governance Committee effective on his appointment as Chief Executive Officer and President of the Committee, Director Russo, and Director Tyler are each an “audit committee financial expert”, as defined by the SEC. The number of meetings of the Audit Committee indicated in the table above includes meetings held separately with management, the Company’s Internal Audit function, the independent public accounting firm, as well as separate executive sessions with only independent directors present. The Report of the Audit Committee begins on page 11 of this Proxy Statement.PAR.
Compensation Committee. Committee. The Committee’s charter requires the Compensation Committee to be comprised of a minimum of three independent directors.oversees and administers our executive compensation program. The present Committee is comprised of four members. The Board has determined that each ofCompensation Committee’s responsibilities include:
•
Reviewing and approving the members of the Committee has met the independence standards adopted by the Board which incorporate the independence requirements of NYSE listing standards even though these rules are not applicable to smaller reporting companies. Meeting as needed, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company’sour Chief Executive Officer, evaluates performance in light of those goalsOfficer’s compensation and, objectiveseither as a Committee or with the other independent directors, determine and determines and approves the compensation level (including any long-term compensation components) and benefits based on this evaluation. In addition, the recommendations of theapprove our Chief Executive Officer regarding the compensation, benefits, stock grants, stock options and incentive plans for all Executive Officers of the Company are subject to the review and approval of the Compensation Committee. The Compensation Committee also reviews and makesOfficer’s compensation;
•
Reviewing, making recommendations to the Board, regardingand overseeing the leveladministration of our incentive compensation arrangements;
•
Reviewing and formapproving compensation of our executive officers; and
•
Reviewing and recommending to the Board the compensation for our non-employee directors in connection with service on the Board and its committees.directors.
In 2015 the Committee did not engage any independent compensation consultant, choosing to utilize purchased survey data more fully described in the compensation discussion under the heading Executive Compensation commencing on page 17 of this document.
Nominating/Corporate Governance Committee. Pursuant to the NYSE listing standards all members of the Nominating/Nominating and Corporate Governance Committee are independent. Pursuant to its charter a minimum of three independent directors must constitute the Nominating/Corporate Governance Committee. The present Committee is comprised of four members. The Board has determined that each of the members of the Nominating/Corporate Governance Committee has met the independence standards adopted by the Board which incorporate the independence requirements of NYSE listing standards.. The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities to:by:
•
| · | identify and recommend qualified nominees for election to the Board |
identifying and recommending qualified nominees for election to the Board; | · | develop and recommend to the Board a set of corporate governance principles, as set forth in the Company’s Corporate Governance Guidelines; |
| · | maintain the corporate code of ethics and conduct as set forth in the Company’s Code of Business Conduct and Ethics; and |
| · | monitor the compliance with, and periodically review and make recommendations to the Board regarding the Company’s governance. |
•
Committee Charters. The Board of Directors has approved the charters under which the Audit, Compensation,developing and Nominating/Corporate Governance Committees operate. These charters are reviewed regularly by the respective committees, which may recommend appropriate changes for approval by the Board. Copies of the charters for the Audit, Compensation, and Nominating/Corporate Governance Committees are posted on the Company’s website and a printed copy of these documents may be obtained without charge by written request. Requests can be made via the internet or by mail. The respective website and address for making such requests for printed copies of these and other available documents may be found under the heading “Available Information” on page 29 of this Proxy Statement.
Presiding Director and Executive Sessions. The independent directors have chosen Director Russo to preside at regularly scheduled executive sessions of the independent directors during 2015 and during 2016 until the Annual Meeting. Prior to expiration of his term on May 28, 2015, this role was filled by former Director John S. Barsanti. Among their duties and responsibilities in this capacity, the respective Presiding Directors chaired and had the authority to call and schedule Executive Sessions of the non-management directors and the independent directors. The Presiding Director communicated with the Chief Executive Officer and the Board to provide feedback and recommendations of the independent directors. The independent directors met in executive session with only independent directors being present a total of two times during 2015.
Communication with the Board. The Board avails itself to communications from the Company’s shareholders. Interested parties may send written communicationrecommending to the Board as a group, the independent directors as a group, the Presiding Director, or to any individual director by sending the communication c/oset of corporate governance principles — our Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413. Upon receipt, the communication will be relayed to Director Russo if it is addressed to the Board as a whole, to the Presiding Director, or to the independent directors as a group. If the communication is addressed to an individual director, the communication will be relayed to the individual director. All communications regarding financial accounting, internal controls, auditsGovernance Guidelines; and related matters will be referred to the Audit Committee. Interested parties may communicate anonymously if they so desire.
•
Director Nomination Process. The Nominating/maintaining, monitoring compliance with, and recommending modifications to, our Code of Business Conduct and Ethics.
Our Nominating and Corporate Governance Committee reviews possible candidates for the Board and recommends nominees to the Board for approval. The Committee considers potential candidates from many sources including shareholders,stockholders, current Directors, company officers, employees, and others. On occasion, the services of a third party executive search firm are used to assist in identifying and evaluating possible nominees. ShareholderStockholder recommendations for possible candidates for the Board should be sent to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NYNew York 13413. Regardless of the source of the recommendation, the Nominating and Corporate Governance Committee screens all potential candidates in the same manner. In identifying and considering candidates, the Committee considers the requirementscriteria set out in theits charter, of the Nominating/Corporate Governance Committee. The criteriawhich include specific characteristics, abilities and experience considered relevant to the Company’s businesses, including but not limited to the following:
•
| · | the highest character and integrity with a record of substantial achievement; |
| · | demonstrated ability to exercise sound judgment generally based on broad experience; |
| · | active and former business leaders with accomplishments demonstrating special expertise; |
| · | skills compatible with the Company’s business objectives; and |
9
| · | diversity reflecting a variety of personal and professional experiences and background. |
•
demonstrated ability to exercise sound judgment generally based on broad experience;
•
active and former business leaders with accomplishments demonstrating special expertise;
•
skills compatible with our business objectives; and
•
diversity reflecting a variety of personal and professional experiences and background.
In addition, the Nominating and Corporate Governance Committee also considers the requirements set forth in the Company’s Corporate Governance Guidelines, as well as the needs of the Company and the range of talent and experience represented on the Board. The Nominating and Corporate Governance Committee selects director candidates without regard to race, color, sex, religion, national origin, age, disability, or any other category protected by state, federal, or local law. When considering a candidate, the Committee will determine whether requesting additional information or an interview is appropriate. The minimum qualifications and specific qualities and skills required for a candidate are set forth in the Company’s Corporate Governance Guidelines and the committeewritten charter of the Nominating/Nominating and Corporate Governance Committee. Both of these documents are posted on the Company’s website. Printed copies are also available, without charge, upon written request to the Company. The website and address to send such requests may be found under the heading “Available Information” on page 29 of this Proxy Statement.
Code of Business Conduct and Ethics. EthicsTo ensure the Company’s business is conducted in. We have adopted a consistently legal and ethical manner, all of the Company’s directors, officers and employees, including the Company’s principal executive officer, the principal accounting officer, controller and all other Executive Officers are required to abide by the Company’s Code of Business Conduct and Ethics (the “Code”“Code of Conduct”). that is applicable to all our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other senior financial officers. The Code of Conduct is designedposted in the “SEC Filings” section of our website at www.partech.com/about-us/investors. Any amendment to deter wrongdoingthe Code of Conduct, or any waivers of its requirements, will be disclosed on our website.
Communication with the Board. Interested parties may send written communication to the Board as a group, the independent directors as a group, the Lead Director (Cynthia Russo), or to any individual director by sending the communication c/o Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, NY 13413. Upon receipt, the communication will be delivered to Director Russo (Lead Director), or to the independent directors as a group. If the communication is addressed to an individual director, the communication will be delivered to the identified individual director. All communications regarding financial accounting, internal controls, audits and related matters will be referred to promote:the Audit Committee. Interested parties may communicate anonymously if they so desire.
| · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| · | full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and other public communications; |
| · | compliance with applicable governmental laws, rules and regulations; |
| · | the prompt internal reporting of violations of the Code to the appropriate person(s) identified in the Code; and |
| · | accountability in connection with adherence to the Code. |
Audit Committee. Our Audit Committee assists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications and independence, and the performance the internal audit function.
The full textAudit Committee’s responsibilities include:
•
Direct oversight of our independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the Code is available on the Company’s website at: https://www.partech.com/wp-content/uploads/2015/12/PAR-Code-of-Conduct-Final_082213.pdf. The Company intends to disclose future amendments to, or waivers from, provisionsscope and fees of the Code that applyannual audit and any other services, including review, attest and non-audit services;
•
Reviewing and discussing the internal audit process, scope of activities and audit results with internal audit;
•
Reviewing and discussing our quarterly and annual financial statements and earnings releases with management and the independent auditor;
•
Recommending to the Executive OfficersBoard that our audited financial statements be included in our Annual Reports on Form 10-K;
•
Overseeing and directorsmonitoring our internal control over financial reporting, disclosure controls and relate toprocedures, and Code of Conduct;
•
Reviewing and discussing with management our risk exposure and processes; and
•
Preparing the above elementsAudit Committee report required by posting such information on its website within four business days following the dateSEC rules (which is included below).
The Board has determined that each of such amendment or waiver. A printed copyMs. Russo and Mr. Tyler is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Code may be obtained without charge by making a written request to the Company. Information regarding where such requests should be directed can be found on page 29 of this Proxy Statement under the heading “Available Information”.Exchange Act.
REPORT OF THE AUDIT COMMITTEE
The information containedmaterial in the followingthis report is being furnished and shall not be deemed “filed” with SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the disclaimer regarding “filed” information and incorporationliability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference contained on page 28in any registration statement or other document filed with the SEC under the Securities Act of this Proxy Statement.1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Acting on behalf of and reporting toTo the Board of Directors of PAR Technology Corporation:
The Audit Committee is a committee of the Board of Directors. The Committee acts under a written charter, which is available in the “SEC Filings” section of PAR Technology Corporation’s website at www.partech.com/about-us/investors, under the “Audit Committee Charter” tab. The members of the Audit Committee provides oversightare independent Directors under the listing standards of the financial management, independent auditors and financial reporting processNYSE, Rule 10A-3 of the Company. Consistent withSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and as defined in the requirementsAudit Committee’s charter. The Audit Committee met 17 times in fiscal 2016; among the matters overseen by the Audit Committee in fiscal 2016, were two internal investigations conducted by outside legal counsel of the Company’s former chief financial officer’s unauthorized investment activities and of certain import/export and sales documentation activities at the Company’s China and Singapore offices and whether such activities were improper and in violation of the U.S. SecuritiesForeign Corrupt Practices Act, or FCPA, and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”)other applicable laws, and the Committee’s charter, the Audit Committee was comprised of three independent directors during 2015 and, effective January 1, 2016 was comprised of four independent directors. The independencecertain of the membersCompany’s policies, including its Code of the Committee was determined by the Board based upon its independence standards which incorporate the NYSE governance rulesBusiness Conduct and the SEC’s independence requirements for members of audit committees. In addition, the Board determined the following members of the Committee, were “audit committee financial experts” as defined by rules set forth by the SEC: Cynthia Russo, Todd Tyler and, until his term expired on May 28, 2015, former director John Barsanti. During 2015, the Audit Committee met four times. The Audit Committee operates under its written charter which was approved and adopted by the Board. The Audit Committee’s charter is reviewed annually for changes as appropriate and is available on the Company’s website: https://www.partech.com/wp-content/uploads/2015/12/AuditCommitteeCharter_Oct2005-1.pdf and, upon request, in hardcopy (see “Available Information” on page 29 of this Proxy Statement).
Ethics.
The Audit Committee is responsible for appointing the Company’s independent registered public accounting firm for the Company. During 2015,auditor. For fiscal 2016, BDO USA, LLP (“BDO”) served as the Company’s independent registered public accounting firm and has been approvedauditor. With respect to continue in that capacity by the Audit Committee in 2016. During the course of the year, BDO provided to the Audit Committee the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent communications with the Audit Committee concerning independence. The Audit Committee discussed with BDO the matters in those written disclosures, as well as BDO’s independence from the Company and its management. In addition, the Audit Committee has reviewed, met and discussed with BDO such other matters as are required to be discussed with the Committee by Auditing Standards No. 16, Communications with Audit Committees. The Company’s internal audit function (“Internal Audit”) was provided through an outside firm, Wood CPA* Plus, PC, during 2015. For 2016, this function was re-established to be internal to the Company and reporting directly to the Audit Committee.
Internal Audit and BDO have unrestricted access to the Audit Committee. Throughout the year, BDO and Internal Audit met and discussed the overall scope and plans for their respective audits, the results of their examinations, and their assessment of the overall quality of the Company’s financial reporting with the Committee. In addition, the Audit Committee met and discussed with Internal Audit their evaluation of the Company’s internal controls. These meetings were held both with and without Company management present.
The Company’sprocess, management is responsible for establishing and maintaining adequate internal financial controls and preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and the financial reporting process.. The responsibility for auditing the Company’s consolidated financial statements and providing an opinion as to whether the Company’s consolidated financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company in conformity with U.S. GAAP rests with BDO, as the Company’s independent registered public accounting firm.
Inauditor. It is the context of the above, the Audit Committee has reviewed, met and discussed with management and BDO: (a) the audited consolidated financial statements in the Annual Report for the year ended December 31, 2015 (including a discussion of the clarity of disclosures in the consolidated financial statements, the acceptability and the quality of the accounting principles in such statements and, the reasonableness of significant judgments made in connection with the preparation of such statements); and (b) management’s assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act of 2002. The Audit Committee also held private sessions regarding these matters with the Company’s Chief Accounting Officer and BDO. In such discussions, management advised the Audit Committee that it had identified material weaknesses in the Company’s internal controls which resulted in the release of certain unauthorized transfers of Company funds described below. These transfers had been executed without receiving the proper approvals and were not permitted in accordance with the Company’s lending agreement. The material weaknesses relating to this issue have been disclosed in the Company’s annual report on Form 10-K.
In the first quarter of 2016, management apprised the Audit Committee certain wire transfers had been effected during the period between September 25, 2015 and November 6, 2015 involving the unauthorized transfer of Company funds, without documentation, in contravention of the Company’s policies and procedures. The unauthorized investments occurred during the period between September 25, 2015 and November 6, 2015. Under directionresponsibility of the Audit Committee an investigation was commenced and completed. The investigation was led by outside counsel, who engaged an independent forensic consultant to assist inoversee these activities. It is not the matter. As directed by the Audit Committee, the Company has reported this matter to federal law enforcement agencies, including the U.S. Securities and Exchange Commission. Upon recommendationresponsibility of the Audit Committee the employment of Michael S. Bartusek,to prepare or certify the Company’s Vice Presidentfinancial statements or guarantee the audits or reports of BDO. These are the fundamental responsibilities of management and Chief Financial Officer was terminated effective March 14, 2016 for cause in connection with these unauthorized investments made in contraventionBDO.
In the performance of the Company’s policies and procedures. Mr. Bartusek had been hired by the Company into those positions effective July 20, 2015. These funds collectively total $776,000. Upon evaluation of the circumstances under which such unauthorized investments were made, the Company determined that internal control weaknesses existed that permitted these wire transfers to be initiated, processed, and completed without obtaining necessary approvals.
Management represented toits oversight function, the Audit Committee thatreviewed and discussed the Company’s consolidatedaudited financial statements as of and for the fiscal year ended December 31, 2015 were prepared in accordance2016 with U.S. GAAPthe Company’s management and confirmed toBDO. In addition, the Audit Committee that such preparation wasdiscussed with BDO, with and without management present, BDO’s evaluation of the participationoverall quality of Mr. Bartusek. On March 30, 2016, in reliancethe Company’s financial reporting. The Audit Committee also discussed with BDO the matters required to be discussed by Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board. The Audit Committee also received the written disclosures and the letter from BDO required by applicable requirements of the Public Company Accounting Oversight Board regarding BDO’s communications with the Audit Committee concerning independence, and discussed with BDO its independence.
Based on the reviewsAudit Committee’s review and discussions with both management and BDO referred tonoted above, the Audit Committee recommended to the Board and the Board approved, the inclusion of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.2016.
Cynthia Russo (Chair)
Todd Tyler
Paul Eurek, served as a member until July 2016, reappointed April 21, 2017
Dr. Donald H. Foley, served as a member until April 12, 2017
The Audit Committee considered and pre-approved any non-audit services provided by BDO during 2015 and the fees and costs billed and expected to be billed for those services. The prior members of the Audit Committee considered and pre-approved any non-audit services provided by BDO during 2014 and the fees and costs billed and expected to be billed for those services. The Audit Committee also considered whether the non-audit services provided by BDO were compatible with maintaining auditor independence. In reliance on the reviews and discussions with the Company’s management and BDO, the Committee is satisfied that non-audit services provided to the Company by BDO are compatible with and did not impair the independence of BDO. A breakdown of the fees and costs billed to the Company by BDO during 2015 and 2014 is provided below in this Proxy Statement under the heading, “Principal Accounting Fees and Services”.
This report is provided by the following independent directors, who comprise the Audit Committee.
Cynthia A. Russo
(Chair)
| Paul D. Eurek | Dr. Donald H. Foley | Todd E. Tyler |
Principal Accounting Fees and Services
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees billed to the Company for professional services rendered by BDO USA, LLP during the fiscal years ended December 31, 20152016 and December 31, 2014.2015 by BDO.
| | | | Fiscal Year Ended | |
| Type of Fees | | | 2016 | | | 2015 | |
Audit Fees(1) | | | | $ | 648,728 | | | | | $ | 581,000 | | |
Audit-Related Fees(2) | | | | | | | | | | | | | |
| Tax Fees | | | | | | | | | | | | | |
| All Other Fees | | | | | | | | | | | | | |
| Total: | | | | $ | 648,728 | | | | | $ | 581,000 | | |
| | | | BDO USA, LLP | |
| | Type of Fees | | 2015 | | | 2014 | |
| | Audit Fees | | $ | 581,000 | | | $ | 419,000 | |
| | Audit-Related Fees | | | 0 | | | | 0 | |
| | Tax Fees | | | 0 | | | | 0 | |
| | All Other Fees | | | 0 | | | | 29,000 | |
| | Total: | | $ | 581,000 | | | $ | 448,000 | |
In accordance with the SEC’s rules and definitions, the categories of fees in the above table are defined as follows:
(1)
Audit Fees are fees for professional services rendered for the audit of the Company’s consolidatedannual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.
(2)
Audit-Related Fees are fees for assurances and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and not reported within the audit feesAudit Fees above.
(3)
Tax Fees are fees for professional services for federal, state and international tax compliance, tax advice and tax planning.
(4)
All Other Fees are for any products and services provided by BDO that are not included in the first three fee categories and principally include services for risk management and corporate governance.
Consistent with SEC policies regarding auditor independence, theThe Audit Committee has established a policy to pre-approve all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the Company’s independent registered public accounting firm.auditors. As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by BDO were pre-approved by the independent registered public accounting firm were pre-approved.Audit Committee.
Consistent with the Audit Committee’s pre-approval process, the Committee has reviewed and approved the Audit Fees and Audit-Related Fees to be provided by BDO USA, LLP for the quarter ended March 31, 2017. The Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of the Company’s independent registered public accounting firm.
The Audit Committee has selectedexpects to formally engage BDO USA, LLP to serve as the Company’sour independent principal accountant for the current year.our fiscal year ending December 31, 2017. One or more representatives of BDO are expected to be in attendance at the meeting,Meeting, where they will have the opportunity to make a statement if they so desire, and be available to answer appropriate questions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Ownership of Directors and Officers
The tables below set forth, as of April 24, 2017, information regarding beneficial ownership of our common stock.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of our common stock if he, she, or it possesses sole or shared voting or investment power of the common stock, or has the right to acquire beneficial ownership of our common stock within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the tables below have or will have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.
Our calculation of the percentage of beneficial ownership is based on 15,774,604 shares of our common stock outstanding as of April 24, 2017. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 24, 2017 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.
The information in the tables below is based on information supplied by officers, directors and principal stockholders, Schedules 13G and 13G/A filed with the SEC and other SEC filings made pursuant to Section 16 of the Exchange Act. Except as otherwise indicated in the tables below, addresses of named beneficial owners are c/o PAR Technology Corporation, 8383 New Hartford, New York 13413-4991.
The following table sets forth certainthe beneficial ownership of our common stock by our (1) Directors, (2) Named Executive Officers (“NEOs”), and (3) Directors and current executive officers as a group as of April 24, 2017.
| Name of Beneficial Owner | | | Amount and Nature of
Beneficial Ownership | | | Percent of Class | |
| Directors | | | | | | | | | | | | | |
| Dr. John W. Sammon | | | | | 4,622,081(1) | | | | | | 29.3% | | |
| Paul D. Eurek | | | | | 24,572 | | | | | | * | | |
| Dr. Donald H. Foley | | | | | 37,955 | | | | | | * | | |
| Cynthia A. Russo | | | | | 17,397 | | | | | | * | | |
| Todd E. Tyler | | | | | 24,572 | | | | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | |
| Karen E. Sammon | | | | | 735,317(2) | | | | | | 4.6% | | |
| Matthew R. Cicchinelli | | | | | 30,238(3) | | | | | | * | | |
| Matthew J. Trinkaus | | | | | 3,748(4) | | | | | | * | | |
| All Directors and current executive officers as a group (7 persons) | | | | | 4,756,815 | | | | | | 30% | | |
*
Less than 1%
(1)
Includes 100 shares held jointly with Dr. Sammon’s wife, Deanna D. Sammon, and 2,062,096 shares held by J.W. Sammon Corp., which is the sole general partner of the Sammon Family Limited Partnership. (see footnote (1) and footnote (2) of the “Stock Ownership of Certain Beneficial Owners” below). Dr. Sammon possesses shared voting and investment power with Mrs. Sammon of the 2,062,096 shares held directly by the Sammon Family Limited Partnership and held indirectly by J.W. Sammon Corp., as the sole general partner thereof, by virtue of Dr. Sammon’s and Deanna Sammon’s respective positions as officers and 50% shareholders of J.W. Sammon Corp. Excludes 30,400 shares beneficially owned by Mrs. Sammon in which beneficial ownership is disclaimed by Dr. Sammon. (see footnote (1) of the “Stock Ownership of Certain Beneficial Owners” below).
(2)
Includes 97,666 shares subject to stock options exercisable within 60 days of April 24, 2017.
(3)
Includes 2,000 shares subject to stock options exercisable within 60 days of April 24, 2017.
(4)
Includes 1,666 shares subject to stock options exercisable within 60 days of April 24, 2017.
Stock Ownership of Certain Beneficial Owners
The following table provides information regarding the beneficial ownership of the Company's Common Stock aseach person known by us to beneficially own more than 5% of February 29, 2016, by each Director, each of the Named Executive Officers, all Directors and Executive Officers as a group and certain other principal beneficial holders. Under SEC regulation, “beneficial ownership” is defined as sole or shared voting or dispositive power over the Company’s Common Stock.our common stock.
| | Name of Beneficial Owner or Group (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class(3) |
| | Dr. John W. Sammon | 4,622,081 (4) | 29.55% |
| | Karen E. Sammon | 665,669 (5) | 4.26% |
| | Ronald J. Casciano | 221,866 (6) | 1.42% |
| | Dr. Donald H. Foley | 26,079 | * |
| | Paul D. Eurek | 15,713 (7) | * |
| | Todd E. Tyler | 15,713 (7) | * |
| | Cynthia A. Russo | 8,538 (7) | * |
| | Matthew R. Cicchinelli | 6,892 (8) | * |
| | All Directors and Executive Officers as a Group (10 persons) (9) | 5,605,457 | 35.83% |
| | Other Principal Beneficial Owners | | |
| | Deanna D. Sammon | 2,092,596 (10) ** | 13.38% |
| | J.W. Sammon Corp. 408 Lomond Place, Utica, NY 13502 and Sammon Family Limited Partnership 408 Lomond Place, Utica, NY 13502 | 2,062,096 (11)** | 13.18% |
| | Eliot Rose Asset Management, LLC and Gary S. Siperstein 1000 Chapel View Blvd., Suite 240 Cranston, RI 02920 | 1,606,915 (12) | 10.27% |
| | Edward W. Wedbush P.O. Box 30014 Los Angeles, CA 90030-0014 | 868,114 (13) | 5.55% |
| Name and Address of Beneficial Owner | * | Represents less than 1% | Amount and Nature of
Beneficial Ownership | | | Percent of Class | |
| ** | These shares are reported in the manner required by Item 403 of Regulation S-K. For clarity, it is noted that 2,062,096 of these shares are included in the total beneficial ownership holdings of Dr. John W.Deanna D. Sammon as set forth in the table. |
(1) | Except as otherwise noted, the address for each beneficial owner listed above is c/o PAR Technology Corporation PAR Technology Park,
8383 Seneca Turnpike
New Hartford, NY 13413-4991.New York 13413-4991 | | | | | 2,092,596(1)** | | | | | | 13.3% | | |
(2) | Except as otherwise noted, each individual has sole voting and investment power with respect to all shares. |
(3) | “Percent of Class” is calculated utilizing 15,644,089 shares of Common Stock, which is the number of the Company’s shares of Common Stock outstanding as of February 29, 2016, and the number of options held by the named beneficial owners, if any, that become exercisable within 60 days thereafter. |
(4) | Includes 100 shares held jointly with Dr. Sammon’s wife, Deanna D. Sammon, and 2,062,096 shares held by the Sammon Family Limited Partnership, for which Dr. Sammon possesses shared voting and dispositive power. The figure does not include 30,400 shares beneficially owned by Mrs. Sammon in which beneficial ownership is disclaimed by Dr. Sammon. |
(5) | Includes 54,000 shares Ms. Sammon has or will have the right to purchase as of April 29, 2016 pursuant to stock options issued under the Company’s equity incentive plans, 2,334 unvested performance based restricted stock awards and 700 unvested time based restricted stock awards. |
(6) | Includes 95,000 shares Mr. Casciano has or will have the right to purchase as of April 29, 2016 pursuant to stock options issued under the Company’s equity incentive plans, 1,200 unvested time based restricted stock awards, 48,600 shares held jointly with his spouse, Anna Casciano and 43,000 shares pledged as security. |
(7) | Includes 8,538 unvested time based restricted stock award. |
(8) | Includes 1,333 shares which Mr. Cicchinelli has or will have the right to acquire as of April 29, 2016 pursuant to the Company's stock option plans 1,067 unvested performance based restricted stock awards, and 334 unvested time based restricted stock awards. |
(9) | This table includes security ownership for those persons serving in the capacity of Director and/or Executive Officer on April 8, 2016, the date this Proxy Statement is first expected to be made available to shareholders. |
(10) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on April 6, 2016, by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership (“the Partnership”). Amount includes 30,400 shares for which Mrs. Sammon holds sole voting and dispositive power,
408 Lomond Place
Utica, New York 13502 | | | | | 2,062,096 shares held by the Partnership for which Mrs. Sammon possesses shared voting and dispositive power and 100 shares held jointly with her husband, Dr. John W. Sammon. Excludes 2,559,885 owned by Mrs. Sammon’s spouse, Dr. John W. Sammon, as to which she disclaims beneficial ownership. It is noted that 2,062,196 of these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon.(2)** | | | | | | 13.1% | | |
(11) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on April 6, 2016, by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp (“JWSC”), and Sammon Family Limited Partnership (the “Partnership”). A total of 2,062,096 shares are held by the Partnership. JWSC is general partner of the Partnership. Dr. Sammon and his spouse, Deanna D. Sammon are the sole owners of JWSC. The Partnership and JWSC, as general partner of the Partnership, each possess sole voting and dispositive power over the shares. Dr. and Mrs. Sammon are the sole owners of JWSC and, as such, hold shared voting and dispositive power over the shares. As a result, the Partnership, JWSC, John W. Sammon and Deanna D. Sammon are each deemed to be beneficial owners of the 2,062,096 shares held by the Partnership. It is noted that these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon. |
(12) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on March 4, 2016 by Eliot Rose Asset Management, LLC and Gary S. Siperstein. Eliot Rose Asset Management, LLC (“ERAM”) and Gary S. Siperstein each report sole voting and dispositive power of 1,606,915 shares and no shared voting or shared dispositive power. The reporting parties indicate that ERAM is deemed to be the beneficial owner of 1,606,915 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons. Each person for whom ERAM acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements. Gary S. Siperstein is deemed to be the beneficial owner of 1,606,915 shares pursuant to his ownership interest in ERAM.
1000 Chapel View Blvd., Suite 240,
Cranston, RI 02920 | | | | | 1,247,634(3) | | | | | | 7.9% | | |
(13) | Information related to this shareholder was obtained from Schedule 13G/A filed with the SEC on February 17, 2015 by Edward W. Wedbush Wedbush,
P.O. Box 30014,
Los Angeles, CA 90030-0014 | | | | | 868,114(4) | | | | | | 5.5% | | |
Sterling Capital Management, Inc. and William G. Lauber
12300 Old Tesson Rd., and Wedbush Securities, Inc. Edward W. Wedbush reports he possesses sole voting and dispositive power of 286,416 shares, shared voting power of 756,372 shares and shared dispositive power of 868,114 shares. Mr. Wedbush reports he is Chairman of the Board and possesses approximately 50% ownership of the issued and outstanding shares of Wedbush, Inc. Wedbush, Inc. reports sole voting and dispositive power of 365,471 shares and shared voting and dispositive power of 469,956 shares. Wedbush Inc. is the sole shareholder of Wedbush Securities, Inc. Mr. Wedbush is President of Wedbush Securities, Inc. which reports sole voting and dispositive power of 47,703 shares, shared voting power of 469,956 shares and shared dispositive power of 581,698. The reporting parties indicate in their filing that the inter-relationship of the parties should not be construed as an admission of beneficial ownership by Mr. Wedbush of the securities held or controlled by Wedbush, Inc. or Wedbush Securities Inc.Suite 100C
St. Louis, MO 63128 | | | | | 896,863(5) | | | | | | 5.7% | | |
**
All or a portion of these shares are included in Dr. John W. Sammon’s beneficial ownership included in the “Stock Ownership of Directors and Officers” table above and explained in footnote (1) to that table.
(1)
Deanna D. Sammon reports, on a Schedule 13G filed with the SEC on February 14, 2017 by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership, sole voting and sole dispositive power over 30,400 shares and shared voting and shared dispositive voting power with her husband, Dr. John W. Sammon, over 2,062,196 shares, consisting of (x) 100 shares held jointly with Dr. Sammon and (y) 2,062,096 shares held directly by the Sammon Family Limited Partnership and held indirectly by J.W. Sammon Corp., as the sole general partner thereof, by virtue of Mrs. Sammon’s and Dr. Sammon’s respective positions as officers and 50% shareholders of J.W. Sammon Corp. Excludes 2,559,885 shares beneficially owned by Dr. John Sammon in which beneficial ownership is disclaimed by Deanna D. Sammon. Except for the 30,400 shares over which Mrs. Sammon claims sole voting and sole dispositive power, Mrs. Sammon’s beneficial ownership is included in the beneficial ownership reported by Dr. John W. Sammon in the “Stock Ownership of Directors and Officers” table above and explained in footnote (1) to that table.
(2)
Based on a Schedule 13G filed with the SEC on February 14, 2017 by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership. J.W. Sammon Corp. has sole voting and dispositive power of 2,062,096 shares held for the account of the Sammon Family Limited Partnership by virtue of its power to vote and dispose of such shares as the sole general partner of the Sammon Family Limited Partnership. John W. Sammon and Deanna D Sammon are officers and 50% shareholders of J.W. Sammon Corp. The 2,062,096 are included in the beneficial ownership reported by Deanna D. Sammon in footnote (1) immediately above and by Dr. John W. Sammon in the “Stock Ownership of Directors and Officers” table above and explained in footnote (1) to that table.
(3)
Information shown is based on information reported on a Schedule 13G/A filed with the SEC on February 15, 2017 by Eliot Rose Asset Management, LLC and Gary S. Siperstein. Eliot Rose Asset Management, LLC (“ERAM”) and Gary S. Siperstein each report sole voting and dispositive power of 1,247,634 shares and no shared voting or shared dispositive power. The reporting parties indicate that ERAM is deemed to be the beneficial owner of 1,247,634 shares pursuant to separate arrangements whereby it acts as investment adviser to
certain persons. Each person for whom ERAM acts as investment adviser has the right to receive or the power to direct the receipt of Contents
Information shown is based on information reported on a Schedule 13G/A filed with the SEC on February 18, 2015, with the date of event requiring such filing being December 31, 2014, by Edward W. Wedbush, Wedbush, Inc., and Wedbush Securities, Inc. Edward W. Wedbush reports he possesses sole voting and dispositive power of 286,416 shares, shared voting power of 756,372 shares and shared dispositive power of 868,114 shares. Mr. Wedbush reports he is Chairman of the Board and possesses approximately 50% ownership of the issued and outstanding shares of Wedbush, Inc. Wedbush, Inc. reports sole voting and dispositive power of 365,471 shares and shared voting and dispositive power of 469,956 shares. Wedbush Inc. is the sole stockholder of Wedbush Securities, Inc. Mr. Wedbush is President of Wedbush Securities, Inc. which reports sole voting and dispositive power of 47,703 shares, shared voting power of 469,956 shares and shared dispositive power of 581,698. The reporting parties indicate in their filing that the inter-relationship of the parties should not be construed as an admission of beneficial ownership by Mr. Wedbush of the securities held or controlled by Wedbush, Inc. or Wedbush Securities Inc.
(5)
Information shown is based on information reported on a Schedule 13G filed with the SEC on January 9, 2017 by Sterling Capital Management, Inc. as a registered investment advisor and William G. Lauber, as President of Sterling Capital Management, Inc. The reporting persons each report sole voting and dispositive power with respect to 36,255 shares, shared voting power with respect to 13,000 shares and shared dispositive power with respect to 825,308 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sour executive officers, directors, and Directors, and personsstockholders who beneficially own more than 10% of a registered class ofour common stock to file with the Company's equity securities, to fileSEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on a review of reports filed with the SEC and the NYSE. Such persons are required by SEC regulations to furnish the Company with copies of all such filings. Based solely on its review of the copies of such reports received by the Company and written representations from reporting persons, the Company believes that during 2015 allno other reports for the Company’swere required, we believe that our executive officers, directors and Directors that were required to be filed under Section 16(a) were filedgreater than 10% stockholders complied with all applicable filing requirements on a timely basis during fiscal 2016, except for the following:Ronald J. Casciano, who filed a late Form 3 in connection the initial holdings4 to reflect four late reports and four late transactions related to forfeitures of 60,334 shares of restricted stock that occurred on January 1, 2015, March 15, 2015, March 15, 2016, and March 15, 2017.
Mr. Cicchinelli was filed late due solely to administrative error in connection with the engagement of a new filing service by the Company.
Directors who are employees of the Company are not separately compensated for serving on the Board. All directors are reimbursed for reasonable expenses incurred in attending meetings. For 2015,fiscal 2016, compensation for non-management directors consisted of a fixed annual cash retainer, paid to Directors (withwith no additional fees for Board or committee meeting attendance feeor committee membership, except Ms. Russo was paid an additional $5,000 (cash) retainer for attendance at Boardserving as Lead Director and committee meetings), and for independentChair of the Audit Committee. Independent directors were also granted an award of restricted stock, with full100% vesting occurring on May 22, 2015, provided, as of the vesting date, the independent director’s position had not been vacated by reason of resignation or removal1, 2017. All directors were reimbursed for cause. Under terms of the grants, transfer of such stock is prohibited while the recipient serves as a director except to the extent necessary to provide reimbursement for taxesreasonable expenses incurred as a result of the vesting of such grants. The grants also stipulate that the Board may, in its discretion, waive any forfeiture triggered by the vacating of the independent Director and allow the grants to vest as scheduled.attending meetings.
The following table showssets forth information regarding compensation information forearned by or paid to our non-management and independent directors during fiscal 2016.
| Name of Director | | | Fees Earned or
Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other
Compensation ($) | | | Total
($) | |
Ronald J. Casciano(2) | | | | | 40,000 | | | | | | 56,727 | | | | | | — | | | | | | 96,727 | | |
Dr. Donald H. Foley(3) | | | | | 40,000 | | | | | | 56,727 | | | | | | — | | | | | | 96,727 | | |
Paul D. Eurek(4) | | | | | 40,000 | | | | | | 40,043 | | | | | | — | | | | | | 80,043 | | |
Cynthia A. Russo(5) | | | | | 45,000 | | | | | | 40,043 | | | | | | 15,000 | | | | | | 100,043 | | |
Dr. John W. Sammon(6) | | | | | 65,000 | | | | | | — | | | | | | — | | | | | | 65,000 | | |
Todd E. Tyler(7) | | | | | 40,000 | | | | | | 40,043 | | | | | | — | | | | | | 80,043 | | |
(1)
Represents the Company’s non-managementgrant date fair value of restricted common stock granted on May 5, 2016 and on May 18, 2016. On May 5, 2016, Directors for fiscal 2015.Casciano and Foley were each granted 3,017 shares of restricted common stock in consideration of $.02 per share (par value); the grant date fair value of these shares was $5.53 per share; the shares vested on grant. On May 18, 2016, Directors Casciano, Foley, Eurek, Russo and Tyler were each granted 8,859 shares of restricted common stock in consideration of $.02 per share (par value); the grant date fair value of these shares was $4.52 per share; these shares vest 100% on May 1, 2017.
(2)
On December 31, 2016, Mr. Casciano had 8,859 shares of restricted stock and 175,000 options to purchase common stock, of which 37,500 are unvested. Mr. Casciano resigned as a Director Compensation for Fiscal 2015on April 12, 2017; he will be entitled to 100% vesting of the 8,859 shares of restricted common stock on May 1, 2017, the 37,500 unvested options are forfeited.
(3)
Name of Director | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compen- sation ($) | | | Total ($) | |
Paul D. Eurek (2) | | $ | 40,000 | | | $ | 39,830 | | | | -- | | | $ | 79,830 | |
Cynthia A. Russo (3) | | $ | 22,500 | | | $ | 39,830 | | | | -- | | | $ | 62,330 | |
Dr. John W. Sammon (4) | | $ | 65,000 | | | | -- | | | | -- | | | $ | 65,000 | |
Todd E. Tyler (5) | | $ | 40,000 | | | $ | 39,830 | | | $ | 10,000 | (6) | | $ | 89,830 | |
| Former Director | | | | | | | | | | | | | | | | |
John S. Barsanti (7) | | $ | 18,420 | | | | -- | | | | -- | | | $ | 18,420 | |
On December 31, 2016, Dr. Foley had 8,859 shares of restricted stock. As of April 12, 2017, Dr. Foley was no longer an independent director; he will be entitled to 100% vesting of the 8,859 shares of restricted common stock on May 1, 2017.
(4)
On December 31, 2016, Mr. Eurek had 8,859 shares of restricted stock, that will vest 100% on May 1, 2017.
(5)
On December 31, 2016, Ms. Russo had 8,859 shares of restricted stock, that will vest 100% of May 1, 2017. Ms. Russo was paid $15,000 in consideration of her significant time commitments as Chair of the Audit Committee in 2016.
(6)
On December 31, 2016, Dr. Sammon had 0 equity awards.
(7)
On December 31, 2016, Mr. Tyler had 8,859 shares of restricted stock, that will vest 100% on May 1, 2017.
(1) | The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in footnote 8 of the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 30, 2016. There can be no assurance that the grant date fair value amounts will be realized. Directors Eurek, Russo and Tyler each received a grant for 8,538 restricted shares of the Company’s Common Stock on June 23, 2015, in exchange for payment of $.02 per share. The grant date fair value of the aforementioned grants to each of the independent Directors was $4.685 per share. |
(2) | At December 31, 2015, Mr. Eurek had an aggregate of 15,173 restricted stock awards and no option awards outstanding. |
(3) | Joined the Board on May 28, 2015. At December 31, 2015, Ms. Russo had an aggregate of 8,538 restricted stock awards and no option awards outstanding. |
(4) | At December 31, 2015, Dr. Sammon had no restricted stock awards and no option awards outstanding. |
(5) | At December 31, 2015, Mr. Tyler had an aggregate of 15,173 restricted stock awards and no option awards outstanding. |
(6) | Awarded by the Board in conjunction with the additional effort provided during the divestiture of hotel and spa technology business unit. |
(7) | Term expired on May 28, 2015. The dollar amount includes the following prorated amounts: annual retainer of $40,000 and $5,000 for serving as Presiding Director and Chair of the Audit Committee. At December 31, 2015, Mr. Barsanti had an aggregate of 7,175 restricted stock awards and no option awards outstanding. |
The Company qualifies asWe are a “smaller reporting company”company,” as that term is defined by Item 10(f)in Rule 12b-2 of Regulation S-K. Asthe Exchange Act, as such the “Namedwe are required to disclose certain compensation information about our (1) Chief Executive Officers” for the Company are limited to the Company’s principal executive officer and theOfficer, (2) each of our two other most highly compensated other executive officers whose total compensation for fiscal 2016 was in excess of $100,000 and who were serving as executive officers at the end of 2016, and (3) up to two additional individuals for whom we would have provided disclosure based on their total compensation for fiscal 2016, but for the fact they were not serving as executive officers as of December 31, 2016. Accordingly, our “Named Executive Officers” as of December 31, 2016 are:
| Named Executive Officer (collectively, “NEOs”) | | | As at the end of fiscal 2016 | |
| Karen E. Sammon(1) | | | Chief Executive Officer and President of PAR
President of ParTech, Inc. | |
| Matthew Trinkaus(2) | | | Corporate Controller, Chief Accounting Officer and Treasurer of PAR | |
| Matthew R. Cicchinelli | | | President of PAR Government Systems Corporation and Rome Research Corporation of PAR | |
(1)
Ms. Sammon resigned effective April 12, 2017.
(2)
As of April 12, 2017, the Company no longer has a separate office of Chief Accounting Officer; accordingly, Matt Trinkaus no longer serves as the Company’s last completed fiscal year. The following narrative describes the Company’s compensation objectives, policies and elements of compensation for its executive officers, including its Named Executive Officers for 2015: Ronald J. Casciano, Chief Executive Officer and President; Karen E. Sammon, President, ParTech, Inc.; and Matthew R. Cicchinelli., President of PAR Government Systems Corporation and Rome Research Corporation, wholly owned subsidiaries of the Company (“PAR Government”). Specific discussion regarding the method used to determine compensation for these Named Executive Officers for the 2015 fiscal year is also provided which includes the material factors necessary for an understanding of the information provided in the Summary Compensation Table which follows.Accounting Officer. Mr. Trinkaus resigned effective April 14, 2017.
Philosophy
The Company’sOur compensation philosophy regarding executive compensation is to structure programs that motivate executive officers to grow the Company’sour revenues and profits creatingto create long-term value for shareholders.our stockholders. To achieve this, our compensation programs have been designed and implemented to (i) reward executive officers for operatingoperational performance and leadership, (ii) align theirour executive officers’ interests with shareholders,our stockholders, and
(iii) encourage our executive officers to remain with the Company.
Objectives
Objectives
The Company’sOur compensation program has three primary objectives:
•
| · | Values-Based: our compensation program willValues-Based: reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality; |
| · | Performance-Based: the compensation program will motivate participants to achieve the Company’s overall performance goals as approved by the Board of Directors. It will also incorporate the performance objectives of each of our employees, including executive officers; |
| · | Aligned with Shareholders: our programs will ensure alignment with management and shareholder interests. |
•Performance-Based: motivate participants to achieve our overall performance goals as approved by the Board, as well as the performance objectives of each of our employees, including executive officers;
•
17Aligned with Stockholders: ensure management and our stockholders interests are aligned.
Compensation Policy
Consistent with our philosophy, theour Compensation Committee designs compensation programs for the Company’sour executive officers in accordance with the following overriding policies:
•
| · | Compensation must be tied to the Company'sCompensation must be tied to our general performance and the achievement of our financial and strategic goals; |
•
| · | Compensation opportunities should be competitive with those provided by other companies of comparable size engaged in similar businesses; and |
•
| · | Compensation should provide incentives that align the long-term financial interests of the Company's executive officers with those of its shareholders. |
In the view of the Company’s executive officers with those of its stockholders.
Our Compensation Committee believes that compensation paid to theour executive officers in 2015,fiscal 2016, including theour Named Executive Officers, was consistent with and in furtherance of the above policies.policies and objectives. The primary responsibility of the Company’sour Chief Executive Officer and its other executive officers is the enhancement of shareholderstockholder value through balancing the requirements of long-term growth with the achievement of short term performance. The contributionextent of an executive officer has madeofficer’s contribution to achieve the Company’sachievement of our short term strategic performance objectives as well as that executive officer’s anticipated contribution toward long term objectives, provideprovides the basis upon which the executive officer’s individual compensation awards are established.established, and consequently earned and paid.
Setting Compensation
In determining and assessing the appropriateness of the compensation for allour executive officers, the Compensation Committee did not engage an independent compensation consultant, but instead, procuredrather it reviewed benchmark data from a third party survey. This third party compensation survey was utilized bythird-party surveys and other market indicators, which the Compensation Committee used to evaluate the compensation levels of chief executive officers at companies of similar size and geographic location within the high technology sector.
Elements of Executive Compensation
To meet its compensation policy objectives, the Company compensateswe compensate our executive officers through a combination of Base Salary,base salary, annual incentive compensation, (short-term)which has a short-term cash incentive component (“STI”) and a long-term equity compensation component (“LTI”), Equity Compensation, Deferred Compensation,deferred compensation, and various other benefits, including medical and 401(k) plans, which are generally made available to all employees of the Company.our employees.
The determination of the Company’s executive officers’ compensation is solely within the purview of the Compensation Committee. In deciding the compensation programs for theof our Chief Executive Officer, the Compensation Committee considered the third partythird-party information, market trends and best practices. TheAdditionally, as to other executives, the Compensation Committee also solicited and considered the self-assessment of each executive as to his or her performance against pre-established goals and objectives, as well as the executive’s involvement in the day to dayday-to-day operations of the relevant business unit. For 2015, the Chief Executive Officer did not have any role in establishing his compensation other than his election to not receive a payout under the 2015 annual incentive compensation program discussed further below.
Base Salary.Salary. In setting the annual base salary of theour Chief Executive Officer and in reviewing and approving the annual base salaries of the other executive officers, the Compensation Committee considered the salaries of executives in similar positions, the level and scope of responsibility, experience and performance of the individual executive officers, the financial performance of the Company and other overall general economic factors.
The Compensation Committee utilizedalso referenced the benchmark data mentioned previously when reviewing annual base salaries.
An objective of the Compensation Committee was to approve the salary for each executive officer, when compared with similar positions identified in the surveys, taking into accountconsidering variables such as industry, company size, geographic location, and comparison of duties. Consideration was also given to the individual performance of thatthe executive officer, the performance of the organization over which the executive officer has responsibility, the performance of the Company and general economic conditions (with each factor being weighted as the Compensation Committee deemed appropriate).
Annual Incentive Compensation.Compensation — Short Term Incentive Compensation (“STI”) and Long Term Equity Incentive Compensation (“LTI”). The purposepurposes of the Company’s annual incentive compensation program for itsour executive officers is to provide financial incentiveincentives for meeting and exceeding pre-established financial performance goals for the respective businesses under their control. In general, the financial performance goals of the executive officers are approved by the Board.
The Compensation Committee made a change to the traditional program for 2015 for the Company’s corporate and Restaurant/Retail executives. The Compensation Committee retained the 2014 program in 2015 for executives within the Government segment. In 2015,Our annual incentive compensation for fiscal 2016, was designed to provide our NEOs and certain of our other officers and employees, including certain officers and employees of our subsidiaries, the opportunity to receive cash payments equal to the Corporate executives werea percentage of their respective base salaries (“STI”) and/or equity awards (“LTI”), based 70% on the achievement of earningsestablished profits before tax depreciationtaxes (“PBT”) targets — below target, at target and amortization (EBITDA) goalsabove target — established by the Restaurant/Retail businesses within the Hospitality business segmentour Board. Under annual incentive compensation plan for fiscal 2016,
• 2016 Short-Term Incentive (“STI”) Compensation — In fiscal 2016, (1) Ms. Sammon’s individual bonus target for fiscal 2016 performance was 45% (below PBT target), 75% (at PBT target) and 30% on the achievement105% (above PBT target) of Profit Before Tax goals by the Government business segment. As such, the Named Executive Officers within Corporate could earn from 0% to 25% ofher base salary, depending on the executive’s level and onPAR’s actual financial performance compared to the goals established. For Restaurant/Retail executives, the incentive metric was EBITDA and for PAR Government executives, the metric was Profit Before Tax.
For 2015, the incentive program for each of the Named Executive Officers was set as follows:
Annual Incentive Compensation Plan for Corporate – The incentive payment to Mr. Casciano was based 70% on the achievement of EBITDA goals80% to 120% of corporate PBT targets established by the Restaurant/Retail businesses within the Hospitality business segmentBoard and 30% on the achievement of Profit Before Tax goals by the Government business segment. On(2) Mr. Trinkaus’ individual bonus target for fiscal 2016 performance in 2015 would have resulted in an incentive payment to Mr. Casciano of $43,750, equal to 12.5%was 15% (below PBT target), 25% (at PBT target) and 35% (above PBT target) of his base salary.
Annual Incentive Compensation Plan for Restaurant/Retail executives. –salary, depending on PAR’s actual achievement of 80% to 120% of corporate PBT targets established by the Board. The goal for Ms. Sammon’s plan was based on EBITDA performance. A senior executivecorporate PBT targets were not met in this plan could earn between 5% up to a maximum of 20% of their base salary. On target performance in 2015 would result in an incentive payment tofiscal 2016, accordingly, neither Ms. Sammon nor Mr. Trinkaus received any STI compensation for fiscal 2016.
Mr. Cicchinelli’s individual bonus target for fiscal 2016 performance was 25% (below PBT target), 50% (at PBT target) and 75% (above PBT target) of $24,750, equal to 9% of herhis base salary.
Annual Incentive Compensation Plan forsalary, depending on PAR Government executives. – The incentive paymentSystems Corporation’s actual achievement of 94% to
125% of PAR Government Systems Corporation PBT targets established by the Board. PAR Government Systems Corporation achieved its “at target” PBT for fiscal 2016, accordingly, Mr. Cicchinelli was based on a goalreceived $120,000, or 50% of Profit Before Tax. On target performance in 2015 would result in an incentive payment to Mr. Cicchinelli equal to 10% ofhis individual base salary. Mr. Cicchinelli could earn from 0% to 150% of the individual target establishedsalary for the business depending on actual financial performance compared to the actual goals of the operating plan.
fiscal 2016 performance. To the extent earned, under this formula, cash payments were made following the completion of the Company’s yearlyour fiscal 2016 audit. Based on the metrics described above, Mr. Casciano’s 2015 incentive compensation payment was calculated to be $53,594, representing 123% of target; and Ms. Sammon’s 2015 incentive compensation was calculated to be $27,500, representing 111% of target. In light of the discovery of an unauthorized use of Company funds by the Company’s former CFO during 2015 and certain material weaknesses in the Company's internal controls (as disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2016), Mr. Casciano and Ms. Sammon declined receipt of their respective incentive compensation indicating their belief that, given their positions of chief executive in 2015 and
• 2016 respectively, such payment did not align with shareholder values. Mr. Cicchinelli, as an executive officer for the Company’s Government business segment, was measured on the performance of that segment and received incentive compensation of $22,090, representing 137.5% of target, for 2015 performance. In his previous position as VP, ISR Solutions, Mr. Cicchinelli also received commission payment in 2015 in the amount of $26,000 in connection with Government contracts. He also received a special incentive of $15,000 for additional efforts during the transition of the previous President, PAR Government.
Equity Compensation. Stock options granted under the 2005 Equity Incentive Plan or 2015 Equity Incentive Plan may be either Incentive Stock Options as defined by the Internal Revenue Code (“ISO’s”) or options which are not ISO’s (“Non-Qualified Stock Options”). Options generally become exercisable no less than one year after their grant and expire 10 years after the date of the grant. Option grants are discretionary and the amount of the grant reflects of the value of the recipient’s position, as well as the current performance and continuing contribution of that individual to the Company.
The Compensation Committee has recommended and the Board has approved Long TermLong-Term Incentive (“LTI”) program equity awards to be made to Ms. Sammon in connection with her promotion to President and Chief Executive Officer, and to Mr. Cicchinelli in connection with his promotion to President, PAR Government. TheseCompensation — In fiscal 2016, our LTI compensation included grants are anticipated to be made once the Company emerges from its current fiscal quarter-end trading quiet period. The planned grant to Ms. Sammon will consist of 50,000 non-qualified stock options and 30,000performance vesting restricted stock. The non-qualified stock options awarded as 2016 LTI, generally: vest ratably on the anniversary of the grant date over three years; must be held for one year after vesting before the underlying shares may be sold; and on the effective date of a change in control, one-third will vest, to the extent outstanding and unvested. The performance shares.vesting restricted stock awarded as 2016 LTI, generally: vest on the third-year anniversary of the grant date, but only if the fiscal 2016 corporate PBT target established by the Board is achieved and the recipient remains employed for three years from the date of grant (“3-year cliff vesting”) and, in the event of a change of control and a subsequent involuntary termination of employment, without cause, vest 100%. Ms. Sammon was granted 4,000 shares of performance vesting restricted stock with 3-year cliff vesting; Mr. Cicchinelli will bewas granted 20,000 restricted performance shares. For these performance5,000 shares the financial performance objectives shall be a series of annual Profit Before Tax targets, with 33% of performance vesting restricted stock with 3-year cliff vesting; and Mr. Trinkaus was granted 2,000 shares of performance vesting annually upon achievementrestricted stock with 3-year cliff vesting. Mr. Trinkaus was also granted non-qualified stock options for 5,000 shares of these targets for 2016, 2017 and 2018.
common stock, that vest ratably over three years, commencing on the first anniversary of the grant date. The terms and conditions of grants under the LTI program containawards also include customary restrictions on transfer, of shares, as well as non-solicitation and non-recruitment restrictions for one year following termination of employment. The terms of grants also provide for theemployment, and “claw back” (i.e. reversal of an award) of vested awards and any profits from exercise of options issued under the awardsprovisions in the event vesting or profits are later determined by the Board to have resulted from materially inaccurate financial information. In
Additionally, as discussed under “Employment and Severance Agreements” and included in the eventcompensation and equity award tables below, as contemplated by their respective employment agreements, Ms. Sammon was granted non-qualified stock options for 50,000 shares of a changecommon stock, that vest ratably on the anniversary of the grant date over three years, and 30,000 shares of performance vesting restricted stock, that vest in controlequal installments over three years subject to the achievement of company ownership or ownershipannual financial metrics established by the Board; and Mr. Cicchinelli was granted 20,000 shares of a business unitperformance vesting restricted stock , that vest in whichequal installments over three years subject to the executive is employed, andachievement of annual financial metrics established by the executive is terminated without cause (“double-trigger”) the unvested shares granted under the LTI program would vest.
Board.
Benefits and Perquisites.. The Company provides partial payment for medical, dental and vision insurance, 401(k) plan with profit sharing and disability and life insurance benefits to its Named Executive Officers consistent with that offered generally to itsall employees. In addition, Named Executive Officers are provided a limited number of perquisites, the primary purpose of which is to minimize distractions from the executives’ attention to important Company objectives.
PAR Technology Corporation Retirement Plan. The Named Executive Officers are eligible to participate in the PAR Technology Corporation Retirement Plan (the “Retirement Plan”). The Retirement Plan has a deferred profit-sharing component that covers substantially all the employees, of the Company including the Named Executive Officers. Contributions to the profit-sharing component of the Retirement Plan are made at the discretion of the Board. ThereNo contributions were no contributionsmade to the Company’s profit-sharing program made during 2015.in fiscal 2016. The Retirement Plan also contains a 401(k) provision that allows employees to contribute a percentage of their
salary, pre-tax, up to certain tax code limitations. The Company matchesWe match the deferrals of all participants in the 401(k) portion of the Retirement Plan, including the Named Executive Officers. The match on such deferrals is 10% up to the 20152016 and 20162017 annual IRS limit of $18,000, excluding any deferrals in connection with the catch-up provision.
Deferred Compensation.Compensation The Company sponsors. We sponsor a Non-Qualified Deferred Compensation Plan for a select group of highly compensated employees that includes thecertain of our Named Executive Officers. Participants may make voluntary deferrals of their salary and/or cash bonus to the plan in excess of tax code limitations that apply to the Company's Retirement Plan.plan. The Board also has the sole discretion to make Companyemployer contributions to the plan, on behalf of employee participants, although it did not make any such employer contributions in 2015.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended, provides that compensation in excess of $1,000,000 paid to the Named Executive Officers of a publicly held company will not be deductible for federal income tax purposes unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Section 162(m). The Company’sOur primary objective in designing and administering its compensation policies is to support and encourage the achievement of the Company’s long-term strategic goals and to enhance stockholder value. In general, stock options granted under the Company’s 2005 and 2015 Equity Incentive Plans are intended to qualify under and comply with the “performance based compensation” exemption provided under Section 162(m), thus excluding from the Section 162(m) compensation limitation any income recognized by executives at the time of exercise of such stock options. Because salary and bonuses paid to Named Executive Officers have been below the $1,000,000 threshold, the Committee has elected, at this time, to retain discretion over bonus payments, rather than to ensure that payments of salary and bonus in excess of $1,000,000 are deductible. The Committee intends to review periodically the potential impacts of Section 162(m) in structuring and administering the Company’sour compensation programs.
Role of Executive OfficersCEO in fiscal 2016
The Company’s Chief Executive Officer (“CEO”) reports on his evaluationsIn fiscal 2016, Ms. Sammon reported her evaluation of executive officers, including the other Named Executive Officers. The CEO makesOfficers, to the Compensation Committee, and made compensation recommendations to the Compensation Committee for the other Named Executive Officers with respect to their base salary and annualshort-term and long-term incentives.
Mr. Cascianoincentive compensation. Ms. Sammon oversaw the actual formulation of plans incorporating the suggestions of the Compensation Committee and provided information to the Compensation Committee on how employees were evaluated and the overall results of the evaluations.
Employment and Severance Agreements
On January 1, 2016, the Board appointedApril 12, 2017, Karen E. Sammon was appointed Chief of Staff and, in connection with that appointment, Ms. Sammon entered into an amendment to her employment agreement dated November 16, 2015 (the “November 2015 employment agreement”) to reflect her change in office. Pursuant to the positionNovember 2015 employment agreement, Ms. Sammon had been appointed to the positions of President and Chief Executive Officer. In connection with her promotion, Ms. Sammon entered into anOfficer of the Company effective January 1, 2016. Under the 2015 employment agreement, with the Company under which herMs. Sammon’s employment is “at will”, and provided forthe agreement provides the following elements that will impact her 2016 compensation: (a)compensation components: (1) an annual base salary of $300,000; (b)(2) participation in the Company’sour short-term incentive compensation, plan at the ratean individual bonus target of up to 75% of her annual base salary in connection with performance against financial metrics established by the Board; (c)for fiscal 2016 performance; (3) subject to approval and terms established by the Board, on the grant date, grants under the PAR Technology Corporation 2015 Equity Incentive Plan of (i) 50,000 non-qualified stock options vesting equallyfor 50,000 shares of common stock that vest ratably over three years on the anniversary of the date of grant and (ii) 30,000 shares of performance vesting restricted stock, with long term performance based vestingthat vest in equal installments over three years withsubject to the achievement of annual financial metrics as established by the Board;metrics; and (d)(4) continued participation in the Company’sour retirement plan, as well as the provision of insurance benefits and other customary benefits offered by us to the Company’sour senior executives. Any termination of Ms. Sammon’s employment without cause prior to January 1, 2018, wouldwill result in a severance payment of an amount equal to one year of her then current annual base salary in exchange for a duly executed standard release.
OnEffective December 12, 2015, Matthew R. Cicchinelli was appointed to the position of President of PAR Government Systems Corporation and Rome Research Corporation. In connection with his promotion, Mr. Cicchinelli entered into an employment agreement, with the Company under which provides that his employment is “at will”, and provided forprovides the following elements that impacted his 2015 and 2016 compensation: (a)compensation components: (1) an annual base salary of $240,000; (b)(2) participation in the Company’s 2016 Incentive Compensation Planour short-term
incentive compensation, at a ratean individual bonus target of up to 50% of his annual base salary for on plan performance against financial targets associated with the Company’s Annual Operating Plan and specific business objectives as established by the Board; (c)fiscal 2016 performance; (3) subject to approval and terms established by the Board, on the grant date, a grant under the PAR Technology Corporation 2015 Equity Incentive Plan of 20,000 shares of performance vesting restricted stock, with long term performance based vestingthat vest in equal installments over three years withsubject to the achievement of annual financial metrics as established by the Board;metrics; and (d)(4) continued participation in the Company’sour retirement plan, as well as the provision of insurance benefits and other customary benefits offered by us to the Company’sour senior executives. Mr. Cicchinelli’s employment is not governed by any severance agreement.
Summary Compensation Table
The following table sets forth information regarding compensation earned by our Named Executive Officers during fiscal 2016 and fiscal 2015.
| Name and Principal Position | | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($) | | | Option
Awards
($) | | | Non-Equity
Incentive
Plan
Compensation
($) | | | Non-Qualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation
($) | | | Total
($) | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e)(1) | | | (f)(2) | | | (g) | | | (h) | | | (i) | | | (j) | |
Karen E. Sammon(3)
President & CEO | | | | | 2016 | | | | | | 300,000 | | | | | | — | | | | | | 187,850 | | | | | | 87,383 | | | | | | — | | | | | | — | | | | | | 1,242 | | | | | | 576,475 | | |
| | | | 2015 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,290 | | | | | | 276,290 | | |
Matthew R. Cicchinelli(4)
President, PAR
Government
Systems Corporation and
Rome Research
Corporation | | | | | 2016 | | | | | | 240,000 | | | | | | 10,053 | | | | | | 138,125 | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 3,461 | | | | | | 511,639 | | |
| | | | 2015 | | | | | | 161,846 | | | | | | 23,709 | | | | | | — | | | | | | — | | | | | | 81,607 | | | | | | — | | | | | | 1,617 | | | | | | 268,779 | | |
Matthew J. Trinkaus(5)
Corporate Controller,
Chief Accounting
Officer and Treasurer | | | | | 2016 | | | | | | 138,461 | | | | | | 13,000 | | | | | | 11,050 | | | | | | 8,800 | | | | | | — | | | | | | — | | | | | | 416 | | | | | | 171,727 | | |
| | | | 2015 | | | | | | 128,951 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,494 | | | | | | — | | | | | | 416 | | | | | | 136,861 | | |
21
(1)
such conditions identified in the performance based awards, calculated in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 8 to our 2016 Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on April 17, 2017; the maximum value of the performance based awards, assuming the highest level of performance conditions will be achieved is shown in the “Stock Awards” column above.On September 1,
(2)
The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 7 to our 2016 Consolidated Financial Statements and Note 8 to our 2015 Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on April 17, 2017 and March 30, 2016, respectively.
(3)
In fiscal 2016, we granted Ms. Sammon 34,000 shares of performance vesting restricted stock and non-qualified stock options for 50,000 shares of common stock. Fiscal 2016 and fiscal 2015 “All Other Compensation” discloses income relating to benefits available generally to all our salaried employees.
(4)
In fiscal 2016, we granted Mr. Cicchinelli 25,000 shares of performance vesting restricted stock and he was paid his short-term incentive bonus ($120,000) under the short-term incentive component of PAR’s annual incentive compensation. In fiscal 2015, Mr. Steven P. Lynch was separated from his positionCicchinelli received a bonus related to the transitioning of PAR Government Systems Corporation’s former President ($15,000). Prior to Mr. Cicchinelli’s appointment as the current President of PAR Government Systems Corporation and Rome Research Corporation by mutual agreement with the Company. Under this agreement,on December 12, 2015, Mr. LynchCicchinelli received (i) a pro rata portionpayments totaling $81,607 for his achievement of 2015 incentive compensation amounting to $130,625;
(ii) acertain PAR Government employee and revenue growth initiatives and received payment of one year’s base salaryhis short-term incentive bonus. Mr. Cicchinelli participates in an employee retention program used by PAR Government Systems Corporation as a tool to recruit and retain certain of $285,000its employees and those of its subsidiaries, generally available to all such employees not covered by the Service Contract Act. The payment (the “PGSC retention bonus”) is a percentage, which is established annually by PAR Government Systems Corporation’s senior management, of an employee’s total cash compensation paid in exchange for an executeda fiscal year, and unrevoked Release Agreement. Mr. Lynch also received three months of executive level outplacement with a value of $4,200.is payable if the employee remains employed through and including the payment date in the immediately following fiscal year, generally on or about March 31. The payment is reduced by the amount, if any,
Summary Compensation TableThe following table provides information concerning the compensation of the Company’s Chief Executive Officers and the two other most highly compensated executive officers (the “Named Executive Officers”) for fiscal 2015 and 2014. For a complete understanding of the table, please read the narrative disclosures above, as well as the footnotes that follow the table.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Ronald J. Casciano (7) Chief Executive Officer, | 2015 | 350,000 | -- | -- | -- | -- | -- | 11,814 | 361,814 |
President and Treasurer, PAR Technology Corporation (retired) | 2014 | 350,000 | -- | 58,334 | -- | -- | 7,084 | 11,043 | 426,461 |
| | | | | | | | | | |
Karen E. Sammon (8) Former President, ParTech, Inc. | 2015 | 275,000 | -- | -- | -- | -- | -- | 1,290 | 276,290 |
(Current President & CEO, PAR Technology Corporation) | 2014 | 275,000 | -- | 75,091 | -- | -- | -- | 1,242 | 351,333 |
| | | | | | | | | | |
Matthew R. Cicchinelli (9) President, PAR Government | 2015 | 161,846 | -- | -- | -- | 22,090 | --- | 48,197(10) | 217,133 |
Systems Corporation and Rome Research Corporation | 2014 | 146,807 | -- | 20,756 | 3,202 | 22,079 | -- | 28,417(10) | 236,261 |
| | | | | | | | | |
Stephen P. Lynch (11) Former President, PAR | 2015 | 227,452 | -- | -- | 76,224 | 130,625 | -- | 316,715 (12) | 751,016 |
Government Systems Corporation and Rome Research Corporation | 2014 | 285,000 | | -- | -- | 212,078 | -- | 14,418(13) | 560,277 |
| | | | | | | | | | |
Robert P. Jerabeck(14) Former Executive Vice | 2015 | 95,769 | -- | -- | -- | -- | -- | 1,081 | 96,850 |
President and Chief Operating Officer, PAR Technology Corporation | 2014 | 300,000 | -- | 43,751 | -- | -- | -- | 3,222 | 346,973 |
(1) | Amounts reported in column (c) reflect base salaries earned by the Named Executive Officers for the listed fiscal year. Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Company’s Deferred Compensation Plan. |
(2) | During fiscal year 2015, there were no stock awards granted. During fiscal year 2014, the Company granted 9,100 stock awards to Ms. Sammon and granted 15,600, 4,300 and 11,700 stock awards to Messrs. Casciano, Cicchinelli and Jerabeck, respectively. Included in the total are 7,000 performance based awards and 2,100 time vested awards to Ms. Sammon and 12,000, 3,200 and 9,000 performance based awards and 3,600, 1,000 and 2,700 time vested awards to Messrs. Casciano, Cicchinelli and Jerabeck, respectively. Additionally, during 2014, Ms. Sammon was granted 18,815 phantom stock awards, of which 6,272 were time vested and 12,543 were performance based awards. The dollar amounts reflect the aggregate grant fair value based upon the probable outcome of such conditions identified in the performance based awards, calculated in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015. The aggregate grant date fair value assuming the highest level of performance conditions will be achieved, are $122,000 for Ms. Sammon and $78,500, $22,000 and $58,900 for Messrs. Casciano, Cicchinelli and Jerabeck, respectively. All unvested grants to Mr. Jerabeck were forfeited at the time of his separation from the Company on April 15, 2015. |
(3) | During fiscal year 2015, the Company granted 54,550 options to Mr. Lynch and did not grant any stock options to Ms. Sammon, or Messrs. Casciano, Cicchinelli or Jerabeck. There was no vesting of any of the granted options to Mr. Lynch prior to his separation from the Company on September 1, 2015 and all unvested options were forfeited. During fiscal year 2014, the Company granted, 2,000 stock options to Mr. Cicchinelli and did not grant any stock options to Messrs. Casciano, Jerabeck or Lynch. The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 and Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Reports on Form 10-K filed with the SEC on March 30, 2016 and March 31, 2015 respectively. There can be no assurance that the grant date fair value amounts will be realized. |
(4) | Amounts reported in column (g) represent the amounts paid under the incentive compensation element of the Company’s Executive Compensation Plan during the years indicated in respect of service performed during those years. A description of the incentive compensation element is contained in the discussion of Executive Compensation under the section entitled “Incentive Compensation” on page 19. Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Deferred Compensation Plan. |
(5) | Amounts reported in column (h) consist of above-market or preferential earnings during years indicated on compensation that was deferred in or prior to such years under the PAR Technology Corporation Deferred Compensation Plan. |
(6) | In addition to any perquisites identified for the individual Named Executive Officers, the amounts reported in column (i) consists of Company contributions to the Company’s qualified plan and matching contribution to the 401(k); personal vehicle use; and imputed income on Company payment of term life insurance premiums as determined under the Internal Revenue Code. |
(7) | Mr. Casciano retired from his management positions with the Company effective January 1, 2016. |
(8) | Ms. Sammon was promoted to the position of President and Chief Executive Officer of the Company effective January 1, 2016. Prior to her promotion, Ms. Sammon served as President, ParTech, Inc. |
(9) | Mr. Cicchinelli was promoted to the position of President, PAR Government Systems Corporation and Rome Research Corporation effective December 12, 2015. Prior to his promotion, Mr. Cicchinelli served as Vice President, Intelligence, Surveillance and Reconnaissance Innovations. |
(10) | Also includes commission payments of $26,000 and $32,000 in 2015 and 2014, respectively. Also includes a $15,000 bonus related to the transition of the previous President of PAR Government. |
(11) | Mr. Lynch separated from the Company on September 1, 2015. |
(12) | In addition to the perquisites described in footnote (6) above, includes a separation payment of $285,000 and $12,000 housing benefit. |
(13) | In addition to the perquisites described in footnote (6) above, includes $9,000 housing benefit. |
(14) | Mr. Jerabeck separated from the Company on April 15, 2015. |
23of the employer contribution for the employee to the profit-sharing component of PAR Technology Corporation’s 401(k) plan; PAR Technology Corporation made no profit-sharing contributions in fiscal 2016 or fiscal 2015. Mr. Cicchinelli received a PGSC retention bonus of $10,053 in fiscal 2016 and a $8,709 PGSC retention bonus in fiscal 2015. Fiscal 2016 and fiscal 2015, “All Other Compensation” discloses income relating to benefits available generally to all our salaried employees.
(5)
performance vesting restricted stock. In fiscal 2015, Mr. Trinkaus was paid his short-term incentive bonus under the short-term incentive component of PAR’s annual incentive compensation. Fiscal 2016 and fiscal 2015, “All Other Compensation” discloses income relating to benefits available generally to all our salaried employees.Outstanding Equity Awards at Fiscal Year-End
The following tables show allinformation regarding outstanding equity awards held by theour Named Executive OfficersOfficer at December 31, 2015.2016.
| Option Awards | |
| Name | | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | | Number of Securities
Underlying
Unexercised Options
(#) Unexercisable | | | Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration Date | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | |
| Karen E. Sammon | | | | | 6,000(1) | | | | | | 0 | | | | 0 | | | | $ | 5.32 | | | | 12/11/23 | |
| | | | 75,000(2) | | | | | | 25,000(2) | | | | 0 | | | | $ | 5.32 | | | | 12/11/23 | |
| | | | 0 | | | | | | 50,000 | | | | | | | | $ | 5.53 | | | | 5/5/26 | |
| Matthew R. Cicchinelli | | | | | 1,333(3) | | | | | | 667(3) | | | | 0 | | | | $ | 4.80 | | | | 1/9/24 | |
| Matthew J. Trinkaus | | | | | — | | | | | | 5,000(4) | | | | 0 | | | | $ | 5.53 | | | | 5/5/26 | |
(1)
| | Option Awards |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date |
| (a) | (b) | (c) | (d) | (e) | (f) |
Ronald J. Casciano | 7,500(1) 10,000(2) 75,000(3) | 2,500(1) 5,000(2) 75,000(3) | 0 0 0 | $4.78 $5.32 $5.32 | 04/23/22 12/11/23 12/11/23 |
Karen E. Sammon | 4,000(4) 50,000(5) | 2,000(4) 50,000(5) | 0 0 0 | $5.32 $5.32 | 12/11/23 12/11/23 |
Matthew R. Cicchinelli | 666(6) | 1,334(6) | 0 | $4.80 | 1/9/24 |
These options were granted on December 11, 2013. All of these options have vested, with 2,000 vested on December 31, 2014, 2,000 vested on December 31, 2015 and 2,000 vested on December 31, 2016.
(2)
These options were granted on December 11, 2013. Of these options, 25,000 vested on December 31, 2014, 25,000 vested on December 31, 2015, and 25,000 vested on December 31, 2016. The remaining 25,000 shares vest on December 31, 2017.
(3)
These options were granted on January 9, 2014. The options vest ratably over three years on the anniversary date of grant.
(4)
These options were granted on May 5, 2016 and vest ratably over three years on the anniversary date of grant.
(1) | These options were granted on April 23, 2012. Of these options, 2,500 vested on April 23, 2013, 2,500 vested on April 23, 2014 and 2,500 vested on April 23, 2015. The 2,500 unvested options vest as follows: 2,500 shares on April 23, 2016. |
(2) | These options were granted on December 11, 2013. Of these options, 5,000 vested on December 31, 2014 and 5,000 vested on December 31, 2015. The 5,000 unvested options vest as follows: 5,000 shares on December 31, 2016. |
(3) | These options were granted on December 11, 2013. Of these options, 37,500 vested on December 31, 2014. The 112,500 unvested options vest as follows: 37,500 shares on December 31, 2015, 37,500 shares on December 31, 2016 and the remaining 37,500 shares on December 31, 2017. |
(4) | These options were granted on December 11, 2013. Of these options, 2,000 vested on December 31, 2014 and 2,000 vested on December 31, 2015. The 2,000 unvested options vest as follows: 2,000 shares on December 31, 2016. |
(5) | These options were granted on December 11, 2013. Of these options, 25,000 vested on December 31, 2014. The 50,000 unvested options vest as follows: 25,000 shares on December 31, 2015, 25,000 shares on December 31, 2016 and the remaining 25,000 shares on December 31, 2017. |
(6) | These options were granted on January 9, 2014. The options will vest 33% annually over a three year period on the anniversary of the date of the grant. The 1,334 unvested options vest as follows: 666 shares on January 9, 2016 and the remaining 667 shares on January 9, 2017. |
| Stock Awards | |
| Name | | | Grant Date | | | Number of Share
Shares or Units
of Stock that
Have Not
Vested (#)
| | | Market Value
of Shares or
Units of Stock
that Have Not
Vested ($)
| | | Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units, or Other
Rights that Have
Not Vested (#) | | | Equity Incentive Plan
Awards:
Number Market or
Payout Value of
Unearned Shares
Units or Other
Rights that Have
Not Vested (#)
| Equity Incentive
Awards: Market or
Payout Value of
Unearned Shares
Units or Other
Rights that Have
Not Vested ($)(1)
| |
| (a) | | | | | | (g) | | | (h) | | | (i) | | | (j) | |
| Karen E. Sammon | | | 1/9/2014 | | | | | | | | | Ronald J.
Casciano *700(2)
| 2/14/2014
2/14/2014
| 0
0
| 0
0
3,906 | 2,400(1)
4,000(2)
| 16,152(1)
26,920(2)
|
Karen E.
Sammon
| | | 1/9/20141/9/2014
2014 | 0
0
| 0
0
| | | | | | | 2,334(3) 1,400(4)
| 15,708(3)
9,422(4)
| | 13,024 | |
| | | | 5/5/2016 | | | — | | | — | | | Matthew R.
Cicchinelli34,000(4)
| 1/9/2014
1/9/2014
| 0
0
| 0
0
189,720 | 1,814(3)
667(4)
| 12,208(3)
4,489(4)
|
| Matthew R. Cicchinelli | | | 1/9/2014 | | | | | | | | | Robert P.
Jerabeck *333(2)
| -- | -- | --1,858 | --
| -- |
| | | | 1/9/2014 | | | | | | | | | Stephen P.
Lynch *1,067(3)
| -- | -- | --5,954 | -- |
| | -- | | 5/5/2016 | | | — | | | — | | | 25,000(4) | | | 139,500 | |
| Matthew J. Trinkaus | | | 5/5/2016 | | | — | | | — | | | 2,000(4) | | | 11,160 | |
(1)
| * | Based on the separation from the Company on September 1, 2015 and April 15, 2015 for Messrs. Lynch and Jerabeck, respectively, there are no stock awards that remain unvested at December 31, 2015. |
The dollar amounts reflect the market value of the shares based on the closing price of our common stock on December 30, 2016.
(2)
| (1) | The Company granted 3,600 time vesting based restricted stock awards to Mr. Casciano. The time vesting based restricted stock awards vest in three separateThis time vesting restricted stock vests in equal tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved is $18,054 for Mr. Casciano. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
| (2) | The Company granted 12,000 performance based awards to Mr. Casciano. The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017. The first and second tranche was cancelled based on non-achievement of performance conditions. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $20,140 for Mr. Casciano. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
(3)This performance vesting restricted stock vests in equal tranches on March 15, 2015, March 15, 2016 and March 15, 2017. The number of shares assumes the highest level of performance will be achieved.
| (3) | The Company granted 7,000 and 3,200 performance based awards to Ms. Sammon and Mr. Cicchinelli respectively. The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017. The first and second tranche was cancelled based on non-achievement of performance conditions. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $12,498 and $11,427 for Ms. Sammon and Mr. Cicchinelli, respectively. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
(4)
| (4) | The Company granted 2,100 and 1,000 time vesting based restricted stock awards to Ms. Sammon and Mr. Cicchinelli, respectively. The time vesting based restricted stock awards vest in three separate tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the grant conditions will be achieved is $7,469 and $3,557 for Ms. Sammon and Mr. Cicchinelli, respectively. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
30,000 and 20,000 shares of performance vesting restricted stock granted to Ms. Sammon and Mr. Cicchinelli, respectively, vest in equal tranches on May 5, 2017, May 5, 2018 and May 5, 2019. 4,000, 5,000, and 2,000 shares of performance vesting restricted stock granted to Ms. Sammon, Mr. Cicchinelli and Mr. Trinkaus, respectively, cliff vest on May 5, 2019 if performance is achieved for fiscal 2016, and subject to continued employment. The number of shares assumes the highest level of performance will be achieved.
Equity Compensation Plan Information
The following table shows the number, as of December 31, 2015,2016, of equity securitiesshares of common stock authorized for issuance under the Company’sour equity incentive plans, differentiated by those compensation plans that have been previously approved by shareholdersstockholders and those compensation plans that have not been previously approved by shareholders.stockholders.
| Plan Category | | | Number of Securities
to be issued upon exercise
of outstanding options,
warrants and rights | | | Weighted-Average
exercise price of
outstanding options,
warrants and rights | | | Number of Securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column (a)) | |
| | | | (a) | | | (b) | | | (c) | |
Equity compensation plans approved
by security holders | | | | | 948,975 | | | | | | 5.46 | | | | | | 704,171* | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 948,975 | | | | | | | | | | | | 704,171 | | |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
| | (a) | (b) | (c) |
| Equity compensation plans approved by security holders | 932,509 | $5.14 | 1,000,000(*) |
| Equity compensation plans not approved by security holders | 0 | 0 | 0 |
| Total | 932,509 | $5.14 | 1,000,000 |
*
(*) | This total reflects those shares available for issuance under the Company’s 2015 Equity Incentive Plan. The ability to issue grants under the Company’s previous equity plan, the 2005 Equity Incentive Plan, expired by its terms on December 28, 2015, however, awards previously granted under this plan remain valid and may extend beyond that date. |
This total reflects those shares available for issuance under the Company’s 2015 Equity Incentive Plan. The ability to issue grants under our 2005 Equity Incentive Plan expired by its terms on December 28, 2015, however, awards previously granted under that plan remain valid and may extend beyond that date.
Transactions with Related Persons
For the Company’s last fiscal year beginning January 1, 2015 and endingyears ended December 31, 2015,2016 and for the Company’s 2014 fiscal year, beginning January 1, 2014 and ending December 31, 2014,2015, there were no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the Company’s total assets at December 31, 2016 or December 31, 2015, and in which any related person had or will have a direct or indirect material interest as defined in Item 404 of Regulation S-K of the Exchange Act, except for the following:
• Karen E. Sammon, a member of the immediate family of Dr. John W. Sammon, Director and Chairman Emeritus of the Board and a beneficial owner of more than 10% of our common stock, was paid a base salary of $300,000, plus additional compensation of $1,242, and was granted 34,000 shares of restricted stock and non-qualified stock options for 50,000 shares of our common stock in consideration for her services as our Chief Executive Officer and President in fiscal 2016 and was paid a base salary of $275,000, plus additional compensation of $1,290 in consideration for her services as President of ParTech, Inc. in 2015. Ms. Sammon’s annual base salary as Chief of Staff for 2017 is currently set at $300,000 and she will continue her employment under the terms of her November 16, 2015 employment agreement, as amended to appoint Ms. Sammon Chief of Staff. | · | Prior to her promotion to President and Chief Executive Officer for the Company effective January 1, 2016, Karen E. Sammon, a member of the immediate family of Dr. John W. Sammon, Director and Chairman Emeritus of the Company’s Board of Directors and a beneficial owner of more than five percent of the Company’s outstanding Common Stock, served as President of ParTech, Inc., a wholly owned subsidiary of the Company. ParTech, Inc. is the principal business unit in the Company’s Hospitality business segment. Ms. Sammon’s total compensation for 2015 was $276,290 and was principally comprised of her salary of $275,000, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Ms. Sammon’s total compensation for 2014 was $351,333 and was principally comprised of her salary of $275,000, approximately $36,184 in equity or equity based awards with performance based vesting, and approximately $38,907 in time based equity or equity based awards, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executive. Ms. Sammon’s annual base salary for 2016 is currently set at $300,000. |
• John W. Sammon, III, a member of the immediate family of Dr. Sammon and Karen E. Sammon, became an employee of ParTech, Inc. on October 13, 2014, serving as General Manager & Senior Vice President, SureCheck. Mr. Sammon’s total compensation for fiscal 2016 was $185,000, which was comprised of his base salary, participation in our retirement plan, as well as provision of insurance benefits and other customary benefits offered to our senior executives. Mr. Sammon’s total compensation for 2015 was $187,618, which was comprised of his salary, participation in our retirement plan, as well as provision of insurance benefits and other customary benefits offered to our senior executives. Mr. Sammon’s annual base salary for 2017 is currently set at $205,000.• Karen E. Sammon, our Chief of Staff effective April 12, 2017, and her brother, John W. Sammon, III, an employee of ParTech, Inc. are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a portion of our facilities at New Hartford, New York on a month-to-month basis at the base rate of $9,775 (or an aggregate annual amount of $117,300 for fiscal 2016 and fiscal 2015). In addition, Paragon Racquet Club provided memberships to our local employees valued at $28,170 and $24,200 for fiscal 2016 and fiscal 2015, respectively. Both Ms. Sammon and Mr. Sammon are members of the immediate family of Dr. Sammon.
26• Our Director, Paul D. Eurek, is President of Xpanxion LLC. As previously disclosed, in October 2016, ParTech, Inc. entered into a statement of work (“SOW”) with Xpanxion for software development services. In fiscal 2016, ParTech, Inc. incurred $228,000 of fees, but made no payments. The SOW provides for the issuance of monthly invoices reflecting Xpanxion team members’ roles (e.g., program manager, architect, developer) and their respective hourly rates multiplied by hours spent by team members providing services in a month, plus reimbursement of expenses. Accordingly, monthly fees vary, depending on services provided and by what team member. We paid Xpanxion $228,000 for services provided in fiscal 2016, and we have paid and/or incurred a total of $297,688 of fees through March 31, 2017. Mr. Eurek receives no additional payment or other incremental remuneration from Xpanxion as a result of the software development services provided to ParTech, Inc. Further, Mr. Eurek’s successor at Xpanxion was named and announced in January 2017, and Mr. Eurek will be fully retired from Xpanxion on June 30, 2017.
| · | John W. Sammon, III, a member of the immediate family of Dr. Sammon and Karen E. Sammon, became an employee of ParTech, Inc., a subsidiary of the Company, on October 13, 2014 serving as General Manager & Senior Vice President, Intelligent Checklist Software Division. Mr. Sammon’s total compensation for 2015 was $187,618 which was comprised of his salary, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Mr. Sammon’s total compensation for 2014 was $32,232 which was comprised of his salary, participation in the Company’s retirement plan, as well as provision of insurance benefits offered to the Company’s senior executives. Mr. Sammon’s annual base salary for 2016 is currently set at $185,000. |
| · | Karen E. Sammon, the Company’s President and Chief Executive Officer, and her brother, John W. Sammon, III, an employee of ParTech, Inc. are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a portion of the Company’s facilities at New Hartford, New York on a month to month basis at the base rate of $9,775 (or an aggregate annual amount of $117,300 for 2015 and 2014). In addition, Paragon Racquet Club provided memberships to the Company's local employees valued at $24,200 and $23,800 for 2015 and 2014, respectively. Both Ms. Sammon and Mr. Sammon are members of the immediate family of Dr. Sammon. |
Policies and Procedures With Respect to Related Party Transactions
The Company’sOur written policy on related party transactions requires Controllerscontrollers of all subsidiaries to review on a quarterly basis all transactions and potential transactions for related party involvement. All identified transactions, if any, are reported to the Company’s principal accounting officerour Chief Financial Officer and the Company’s legal counsel.General Counsel. Approval or ratification by the Nominating and Corporate Governance Committee is required for any transaction or series of transactions exceeding $120,000 in which the Company iswe are a participant and any related person has a material interest. Related persons would include the Company’sour Directors and executive officers and their immediate family members as well as any person known to be the beneficial owner of more than 5% of the Company’s Common Stock.our common stock.
Under the Company’sour Corporate Governance Guidelines and Code of Business Conduct &and Ethics, all Directors, and executive officers and employees of the Company have a duty to report, which includes reports to the Company’sour Compliance Officer and to theour Nominating and Corporate Governance Committee or Audit Committee, potential conflicts of interests, including transactions with related persons. All related party transactions, other than compensation arrangements, expense allowances and other similar items in the ordinary course of business are disclosed in the Company’sour financial statements. Compensation paid by the Company for serviceus to an employee,our employees, even if the aggregate amount involved exceeds $120,000, are not reviewed by the Nominating and Corporate Governance or Audit Committees unless the Compliance Officer, principal accounting officerChief Financial Officer or legal counselGeneral Counsel believe such compensation to be inconsistent with such person’s internal peers of the related party within the Company or the Company’sour compensation practices in general.
Proposal 2: | Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers |
PROPOSAL 2 — NON-BINDING ADVISORY VOTE REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As a smaller reporting company, our disclosure regarding the Company provides disclosures regarding compensation of our Named Executive Officers is pursuant to Item 402 (m)402(m) through (q) of Regulation S-K promulgated underof the Securities Exchange Act of 1934 (“Regulation S-K”).Act. While the Company’sour smaller reporting company status exempts itus from Item 402(b) of Regulation S-K, which imposes compensation discussion and analysis of a company’s executive compensation practices, the Company haswe have elected to provide information regarding itsour executive compensation objectives and practices regarding executive compensation in order to give its shareholdersour stockholders transparency into itsour compensation philosophyphilosophies and practices. The compensation paid to the Company’sour Named Executive Officers in fiscal 2016 is disclosed in the narrative discussion and compensation tables on pages 17 through 2623 of this Proxy Statement. As discussed in the disclosures, the Company believes itswe believe our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long termlong-term interests of building shareholderstockholder value.
The Company’s shareholders,Our stockholders, through their non-binding advisory vote at the 2013 Annual Meeting of Shareholders,Stockholders, indicated a desire for an annual non-binding advisory vote regarding the compensation of the Company’sour Named Executive Officers. TheOur Board believes an annual vote will enhance shareholderstockholder communication by providing a clear, simple means for the Companyus to obtain information on investor sentiment about itsour executive compensation philosophy. Therefore,philosophies and practices. Accordingly, in accordance with Section 14A of the Security Exchange Act of 1934, as amended, and the associated regulations, promulgated there under, shareholdersstockholders are being asked to provide a non-binding advisory vote on the following resolution:
RESOLVED, thatPAR Technology Corporation approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the compensation tables and narrative discussion be and hereby is APPROVED.
contained herein.
The shareholdernext non-binding advisory vote onregarding the compensation of our Named Executive Officers will be held at the 2018 Annual Meeting of Stockholders.
The votes solicited by Proposal 2 is advisory in nature, and therefore is not binding on the Company,PAR, the Board, of Directors or the Compensation Committee. While the opinions of the Company’s shareholdersour stockholders are valued, the result of the vote will not be deemed to create or imply any change to the fiduciary duties for the Company,require PAR, the Board, or the Compensation Committee.Committee to take any actions, and will not be construed as overruling any decision of PAR or the Board. To the extent there is any significant vote against the compensation of the Company’sour Named Executive Officers as disclosed in this Proxy Statement, the Company, the Board, and the Compensation Committeewe will consider shareholderstockholder concerns and an evaluation will be made as to whether any actions are necessary to address those concerns.
The Board of Directors unanimously recommends a vote FOR“For” the proposal to approve the compensation of the Company’sour Named Executive Officers as disclosed in this Proxy Statement, including the compensation tables and narrative discussion. discussion.Unless a contrary direction is indicated, shares represented by valid proxies that are not marked with a vote in connection with Proposal 2, will be voted FOR the proposal.
Other than as described in the materials of this Proxy Statement, the Board knows of no matters that will be presented at the meeting for action by shareholders. However, if any other matters properly come before the meeting, or any postponement or adjournment thereof, the persons acting by authorization of the proxies will vote thereon in accordance with their judgment.
NO INCORPORATION BY REFERENCE
In the Company’s filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring shareholders to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Report of the Audit Committee” and the executive compensation discussion contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement. If you have received this document in paper form, the Company’s Annual Report to its shareholders for the year ended December 31, 2015, including audited consolidated financial statements, accompanies this Proxy Statement. Except to the extent expressly provided herein, the Company’s Annual Report is not incorporated in this Proxy Statement by reference.
The Company’s Annual Report on Form 10-K can be located with the Proxy Materials on the Company’s website https://www.partech.com/about-us/investors/annual-reports/. In addition, the Annual Report on Form 10-K can be accessed under the SEC Filings link on our websitehttps://www.partech.com/about-us/investors/sec-filings/ together with the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. These reports are available for access as soon as is reasonably practicable after the Company electronically files such reports with, or furnishes those reports to, the SEC. The Company's Corporate Governance Guidelines, Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) and code of ethics entitled “Code of Business Conduct and Ethics” also are available at this same location on our website. Shareholders can receive free printed copies of any or all of these documents by directing a written or oral request to: PAR Technology Corporation, Attention: Investor Relations, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991, 315-738-0600; https://www.partech.com/about-us/investors/.
SHAREHOLDER PROPOSALS FOR 20172018 ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for shareholder action at the Company’s Annual Meetings consistent with the regulations adopted by the SEC and the By-Laws of the Company. To be considered for inclusion in next year’s Proxy Statementproxy statement and form of proxy relating to the 20172018 Annual Meeting any shareholderof Stockholders, stockholder proposals must comply with Rule 14a-8 under the Exchange Act, and must be received at the Company’s generalour principal executive offices no later than the close of business on December 9, 2016. If a matter29, 2017.
As described in our bylaws, stockholders may bring nominations for directors and/or other items of business isbefore the 2018 Annual Meeting outside of the process pursuant to Rule 14a-8 as described above only with timely and proper notice to the Company. To be considered timely, notice of stockholder nominations and/or other items of business must be received by February 22, 2017,our Corporate Secretary not more than 90 days nor less than 60 days before the Company may include it in the Proxy Statement and form of proxy and, if it does, it may use its discretionary authority to vote on the matter. For matters that are not received by February 22, 2017, the Company may use its discretionary voting authority when the matter is raised at the2018 Annual Meeting of Shareholders, without inclusionStockholders. Based on an assumed annual meeting date of June 11, 2018, the matterdeadline for stockholders to provide timely notice of director nominations and/or other items of business will be no earlier than March 13, 2018, and no later than April 12, 2018. The notice must contain certain information as specified in its Proxy Statement. Proposalsour bylaws. Stockholder proposals and notice of stockholder nominations of directors and/or other items of business to be brought before the 2018 Annual Meeting of Stockholders should be addressed to the attention of: Corporate Secretary, PAR Technology Corporation,
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991. The Company recommendsWe recommend all such submissions be sent by Certified Mail -— Return Receipt Requested.
By Order of the Board of Directors
April 28, 2017
Cathy A. King,
Corporate Secretary
| By Order of the Board of Directors, | |
| | |
| Viola A. Murdock | |
| Corporate Secretary | |
April 8, 2016 | | |
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, including financial statements thereto but not including exhibits, as filed with the SEC on April 17, 2017, is available without charge upon written request to: PAR Technology Corporation, Attn: Investor Relations, 8383 Seneca Turnpike, New Hartford, New York 13413.
Turning Stone Resort
Tower Meeting Rooms
(Birch Room)
5218 Patrick Road
Verona, New York 13478
800-771-7711
http://www.turningstone.com/about-us/
http://www.turningstone.com/resort-map/
From Syracuse Hancock International Airport:
· | Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
☐· | Turn left onto Route 365 and take the next left into the Resort. |
Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
From Albany, NY and points East:
· | Take I-90 (NYS Thruway) West to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
☐· | Turn left onto Route 365 and take the next left into the Resort. |
Take I-90 (NYS Thruway) West to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
From Binghamton, NY and points South:
· | Take I-81 North to Exit 16A; Take I-481 North to Exit 6; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
☐· | Turn left onto Route 365 and take the next left into the Resort. |
Take I-81 North to Exit 16A; Take I-481 North to Exit 6; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
From Watertown, NY and points North:
· | Take Route I-81 South; Take I-481 South; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
☐· | Turn left onto Route 365 and take the next left into the Resort. |
Take Route I-81 South; Take I-481 South; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
From New York City:
· | Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway) |
☐· | In the Albany area I-87 becomes I-90. Take care to stay on the Thruway (Toll Road) - do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West. |
Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway)· | Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
☐In the Albany area I-87 becomes I-90. Take care to stay on the Thruway (Toll Road) - do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West.
☐
Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
From Buffalo, NY and points West:
· | Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
☐· | Turn left onto Route 365 and take the next left into the Resort. |
Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.
☐
Turn left onto Route 365 and take the next left into the Resort.
Black - fixed, non-variable template text Blue - client-provided information Red - merge fields from proxy data file[[[/field /id="companyJogo" /optional="true"]]] Control Number: [[[/field /id=,,SingleContro!Number"]]3 To: [[[/field /id="Registration"]]] Your PAR Technology Corporation Proxy Statement and Form 10K are now available online and you may also vote your shares for the 2016 Annual Shareholder Meeting. To view the proxy statement, form 10K and annual report, please visit www.investorvote.com/PARTo cast your vote, please visit www.investorvote.com/PAR and follow the on-screen instructions. You will be prompted to enter the proxy voting details provided above in this email to access this voting site. Note that votes submitted through this site must be received by 3:00 a.m. on May 18, 2016. Thank you for viewing the 2016 PAR Technology Corporation Annual Meeting materials and for submitting your very important vote. REMEMBER, YOUR VOTE IS IMPORTANT, PLEASE VOTE. Please note: Registered shareholders may unsubscribe to email notifications at any time by changing their elections at www.computershare.com/investoi . Questions? For additional assistance regarding your account please visit http://www.computershare.com/ContactUs.Our virtual agent, Penny, provides answers to many frequently asked questions.Please do not reply to this email. This mailbox is not monitored and you will not receive a response. CERTAINTY INGENUITY ADVANTAGE Tins email and any files transmitted with it are solely intended for the use of Tins email and any files transmitted with it are solely intended for the use of the addi essee(s) end may contain information that is confidential and privileged- If you receive this email in error, please advise us immediately' Please also disregard the contents of the email, delete it and destroy any copies immediately. Computeishaie Limited and its subsidiaries do not accept liability for the views expressed in the email or for the consequences of any computer viruses th.it mfty be trftrti mined with this entail. This email is «»lso subject to copyright. No pan of it should be reproduced, adopted or transmitted without the written consent of the copyiight owner.
IMPORTANT ANNUAL MEETING INFORMATIONC 1234567890ENDORSEMENT. LINE „_ SACKPACK_ 00004 MR A SAMPLE DESIGNATION (IF ANY) ADD l ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet Go to www.jnvestorvote.com/PAROr scar the QR code with your smartphone Follow the steps outlined on the secure website Shareholder Meeting Notice (1234 5678 9012 345) Important Notice Regarding the Availability of Proxy Materials for the PAR Technology Corporation Shareholder Meeting to be Held on May 18,2016 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders' meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/PAR Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/PAR. Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials - If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 8,2016 to facilitate timely delivery. C O Y
Shareholder Meeting Notice The 2016 Annual Meeting of Shareholders for PAR Technology Corporation will be held at 10:00 AM, Local Time, on May 18,2016 at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 for the following purposes: Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations.Your Board of Directors recommends a vote "FOR" Proposals 1 and 2:To elect seven (7) Directors of the Company for a term of office to expire at the 2017 Annual Meeting of Shareholders;To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers.To transact such other business as may property come before the Meeting or any adjournments or postponements of the Meeting. PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the Here's how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Internet - Go to www.investorvote.com/PAR. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone - Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email - Send email to investorvote@computershare.com with "Proxy Materials PAR Technology Corporation" in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 8,2016. 02BZP
![[MISSING IMAGE: t1701283_pc-pg01.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/t1701283_pc-pg01.jpg)
IMPORTANT ANNUAL MEETING INFORMATION Using a black Ink pen, mart your votes with an X as shown in this example Please do not write outside the designated areas. Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. Nominees for a temn of office Is expire at the 2017 Annual Meeting of Shareholders: For Withhold For Withhold 01 - Ronald J. Casciano 02 - Paul D. Eurek 03 - Dr John W Sammon 04-Todd E.Tyler 05 - Cynthia A. Russo 06 Karen E. Sammon 07 - Dr. Donald H. Foley For Against Abstain For Against Abstain 2. To obtain a non-binding advisory Officers. For Against Abstain vote regarding the compensation of the Company's Named Executive Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, admin strator. trustee or guardian, please give full title as such and if signing for a corporation please give your title. When shares are in Ihe name of more than one person, all should sign the proxy. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX 2737972
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18,2016. THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy PLEASE FOLD ALONG THE PERFORATION, DETACH AMD RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. REVOCABLE PROXY - PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS — MAY 18, 2016 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.The undersigned shareholder of PAR TECHNOLOGY CORPORATION hereby appoints KAREN E. SAMMON and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the Company which the undersigned is entitled to vote at the 2016 Annual Meeting of Shareholders to be held on Wednesday, May 18, 2016 at 10:00 AM, Local Time, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room}, 5218 Patrick Road, Verona, New York 13478 and at any adjournment thereof, for the matters set forth and more particularly described in the accompanying Notice of Annual Meeting and Proxy Statement and upon such other matters which may properly come before the meeting. If no direction is made, this proxy will be voted FOR Proposals 1 and 2.PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT ANNUAL MEETING INFORMATION 0DD0D4 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions Available 24 hours a day, 7 days a week! ENDORSEMENT .LINE !l|l|.,.!,|.l...,.|.,.i,.„,l| MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 SACKPACK Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR BAR. Proxies submitted by the Internet or telephone must be received by 3:00 a.m., Eastern Time, on May 18,2016.June 9, 2017. Vote by Internet • Go to www.investorvote.com/PARPAR• Or scan Biethe QR code with your smartphone 0smartphone• Follow the steps outlined on the secure website Using a black ink pen, mark your votes with an X as shown in this exampleexample. Please do not write outside the designated areasareas. Vote by telephone • Call toll free 1-8CO-652-VOTE1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET QROR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals -— MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.1 1. Nominees for a term of office to expire at the 20172018 Annual Meeting of ShareholdersForStockholders: + For Withhold For Withhold For Withhold 01 - Ronald J Casdano 02 - Paul D. Eurek 04 - Cynthia A. Russo 02 - Dr. John W. Sammon 03 Dr John W, Sammon 04- Todd EE. Tyler 05 Cynlhia A. Russo 06 - Karen E. Sammon 07 - Dr. Donald H. Foley For Against Abstain 2. To obla-obtain a non-binding advisory vote regarding the compensation of the Company'sCompany’s Named Executive OfficersOfficers. For Against Abstain B Non-Voting Items Change of Address — Please print your new address belowbelow. Comments — Please print your comments belowbelow. Annual Report Mark here if you no longer wish to receive paper annual meeting materials and instead view them online.Meeting Attendance Mark the box to the right if you plan to attend the Annual MeetingMeeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, administrator, trustee or guardian, please give full title as such and if signing 'x for a corporator,corporation, please give your title. When shares are in (hethe name of more than one person, all should sign Ihe proxyDate (mnVdd/the proxy. Date (mm/dd/yyyy) — Please pnnlprint date belowSignaturebelow. Signature 1 — Please keep signature within the boxSignaturebox. Signature 2 — Please keep signature wilhinwithin the boxbox. 02LGSC1 U P X +
![[MISSING IMAGE: t1701283_pc-pg02.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/t1701283_pc-pg02.jpg)
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERSTOCKHOLDERS MEETING TO BE HELD ON MAY 18, 2016.JUNE 9, 2017. THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy Twww.investorvote.com/PAR IF YOU HAVE NOT VOTED VIA THE INTERNET QROR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. REVOCABLE PROXY — PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS - MAY 18, 2016 STOCKHOLDERS — JUNE 9, 2017 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholderstockholder of PAR TECHNOLOGY CORPORATION hereby appoints KAREN E. SAMMONDONALD H. FOLEY and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the CompanyPAR Technology Corporation which the undersigned is entitled to vote at the 20162017 Annual Meeting of ShareholdersStockholders to be held on Wednesday, May 18, 2016Friday, June 9, 2017 at 10:00 AM, Local Time, at the Turning Stone Resort, Tower Meeting Rooms (Saranac(Birch Room), 5218 Patrick Road, Verona, New York 13478 and at any adjournment or postponement thereof, for the matters set forth and more particularly described in the accompanying Notice of 2017 Annual Meeting of Stockholders and Proxy Statement and upon such other matters which may property come before the meeting.Statement. If no direction is made, this proxy will be voted FOR Proposals 1 and 2. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
BARCODE See the reverse side of this notice to obtain proxy materials and voting instructions. BROKER LOGO HERE 1 OF 2 12 15 1234567 1234567 1234567 1234567 1234567 1234567 1234567 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting Information Meeting Type: <mtgtype> For holders as of: <recdate> Date: Time: <mtgtime> Location: 0000284593_1 R1.0.1.25 PAR TECHNOLOGY CORPORATION Annual Meeting May 18, 2016 May 18, 2016 10:00 AM EDT March 24, 2016 Turning Stone Resort Tower Meeting Rooms (Saranac Room) 5218 Patrick Road Verona, New York 13478 Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
How To Vote Please Choose One of the Following Voting Methods Internal Use Only Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. 0000284593_2 R1.0.1.25 1. Notice & Proxy Statement 2. Form 10-K Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 04, 2016 to facilitate timely delivery.
BARCODE 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # Voting items 0000284593_3 R1.0.1.25 The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees 01 Ronald J. Casciano 02 Paul D. Eurek 03 Dr. John W. Sammon 04 Todd E. Tyler 05 Cynthia A. Russo 06 Karen E. Sammon 07 Dr. Donald H. Foley The Board of Directors recommends you vote FOR the following proposal(s): 2. To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE Voting Instructions THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE P99999-010 12 15 # OF # Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # Reserved for Broadridge Internal Control Information 0000284593_4 R1.0.1.25
![[MISSING IMAGE: sg_donald-foley.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/sg_donald-foley.jpg)
![[MISSING IMAGE: t1701283_parnyse-lr.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/t1701283_parnyse-lr.jpg)
![[MISSING IMAGE: sg_cathy-king.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-17-000690/sg_cathy-king.jpg){kind=small}