(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant
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☐ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☒ | Definitive Proxy Statement |
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☐ | Definitive Additional Materials |
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☐ | Soliciting Material Pursuant to § 240.14a-11(c) or §240.14a-12 |
| PAR Technology Corporation | |
| (Name of Registrant as Specified In Its Charter) | |
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| (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) | |
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Karen E. Sammon
President and
| Donald H. Foley
Chief Executive Officer & President | | | PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, NY 13413
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April 8, 2016
23, 2018
Dear Shareholders:PAR Technology Corporation Stockholder:
You are invitedI am pleased to attendinvite you to PAR Technology Corporation’s 20162018 Annual Meeting of Shareholders (the “meeting”) toStockholders, which will be held on Wednesday, May 18, 2016,Friday, June 8, 2018 at 10:00 AM, local time. The meeting will be helda.m. (local time), at the Turning Stone Resort Casino, 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 andbe voting onto elect the matters set forthsix Directors named in the accompanying NoticeProxy Statement, approve, on a non-binding, advisory basis, the compensation of 2016our Named Executive Officers, ratify the appointment of BDO USA, LLP, as our independent auditors for 2018, and act upon such other matters as may properly come before the 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 the year ended December 31, 2017. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the meeting.2018 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. non-routine proposals to be considered at the Annual Meeting.
Whether or not you planexpect to attend the 2018 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 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 at the Annual Meeting. However, please note that if your shares are representedheld of record by a broker, bank, or other nominee and you wish to attend and vote at the meeting by promptly voting and submittingAnnual Meeting, you must obtain a proxy issued in your proxy over the internet, by telephone,name from your broker, bank, or if you have requested a hard copyother nominee.
On behalf of the proxy materials, by completing, signing, dating and returningBoard of Directors, I would like to express our appreciation for your proxy formcontinued interest in the prepaid envelope provided with the form.
PAR Technology Corporation.
Sincerely,
President and Chief Executive Officer & President
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 is to vote their shares.
Printed Using Soy Ink
Recycled Content Paper
You are encouraged to elect and receive future 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.
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ii![[MISSING IMAGE: lg_par-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-18-000649/lg_par-4c.jpg)
PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY 13413-4991
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
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·Place:
| Turning Stone Resort
Tower Meeting Rooms (Saranac Room)
5218 Patrick Road
Verona, New York 13478
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·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
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·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
| FOR | 27 |
NOTICE OF
2016
2018 ANNUAL MEETING OF
SHAREHOLDERSTO BE HELD ON WEDNESDAY, MAY 18, 2016
STOCKHOLDERS
Dear PAR Technology Shareholder:
Corporation Stockholder:
The 20162018 Annual Meeting of ShareholdersStockholders (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 8, 2018. | |
| | Time: | | | 10:00 a.m. (local time). | |
| | Place: | | | Turning Stone Resort Casino, Tower Meeting Rooms (Birch Room), 5218 Patrick Road, Verona, New York 13478. | |
| | Record Date: | | | April 16, 2018. | |
| | Items of Business: | | | To elect the six Director nominees named in the accompanying Proxy Statement to serve until the 2019 Annual Meeting of Stockholders; | |
| | | | | To approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers; | |
| | | | | To ratify the appointment of BDO USA, LLP as our independent auditors for 2018; and | |
| | | | | 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 8, 2018 at 10:00 a.m. (local time) at the Turning Stone Resort Casino, 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 23, 2018
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 telephone or the Internet or, if you receive a proxy card by mail, by completing and returning the proxy card, as promptly as possible 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 held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, New York 13413-4991
April 23, 2018
2018 ANNUAL MEETING OF STOCKHOLDERS
To be held June 8, 2018
PROXY STATEMENT
This Proxy Statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at our 2018 Annual Meeting of Stockholders to be held on Friday, June 8, 2018 at 10:00 a.m. (local time) at the Turning Stone Resort Casino, 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 23, 2018.
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 March 24, 2016 are entitled to receive this notice and to vote atApril 16, 2018, 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 | |
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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 16, 2018, there were 15,606,21116,028,146 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 23, 2018, we sent the Notice to our stockholders as of April 16, 2018. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2017, 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 16, 2018 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 receive 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 16, 2018 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization, which is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker,
bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. 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.
We are asking out stockholders to consider and vote on the following matters:
• Proposal 1:
Election of the shareholder. In those instances where proxy cards are signedsix Directors nominees named in this Proxy Statement to serve until the 2019 Annual Meeting of Stockholders;
• Proposal 2:
Approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers; and returned, but fail to specify
• Proposal 3:
Ratification of the shareholder’s voting instructions, the shares represented byappointment of BDO USA, LLP as our independent auditors for 2018.
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 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 8, 2018 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 8, 2018 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 will be counted. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.
What constitutes a quorum?
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 16, 2018 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 16, 2018 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:
• Proposal 1:
Electronic Access to Proxy Materials and Annual Report
This“For” election of the six Director nominees named in this Proxy Statement Formto serve until the 2019 Annual Meeting of ProxyStockholders;
• Proposal 2:
“For” approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers; and
• Proposal 3:
“For” ratification of the appointment of BDO USA, LLP as our independent auditors for 2018.
If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares in 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 for Proposal 1 or Proposal 2 and the Company’s Annual Reportshares will be treated as broker non-votes. Proposal 3 is considered a routine matter.
What are broker non-votes?
A broker non-vote occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to its shareholdersa proposal because the nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker, bank or other nominee is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. Broker non-votes are counted as present for purposes of determining a quorum.
Votes required and Board recommendations.
Proposal No. 1: Election of Directors
| Vote Required | | | Board Recommendations | |
| You may: (1) vote “For” the Director nominees or (2) “Withhold” authority to vote for any or all Director nominees. Directors will be elected by a plurality of votes cast, which means the six Director nominees receiving the most “For” votes will be elected. Withholding authority to vote for a Director nominee will not prevent the nominee from being elected. Broker non-votes will not be counted in evaluating the results of the vote. | | | Board unanimously recommends a “For” all six Director nominees named in this Proxy Statement. | |
Proposal No. 2: Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers
| Vote Required | | | Board Recommendations | |
| You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. 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 a non-binding, advisory basis, the compensation of our Named Executive Officers. Broker non-votes will not be counted in evaluating the results of the vote. This advisory vote on executive compensation is non-binding on the Board. | | | Board unanimously recommends a vote “For” the approval of the compensation of our Named Executive Officers. | |
Proposal No. 3: Ratification of the Appointment of BDO USA, LLP, as our Independent Auditors for 2018
| Vote Required | | | Board Recommendations | |
| You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. 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 ratify the appointment of BDO USA, LLP as our independent auditors for 2018. Brokers, banks and other nominees have discretionary authority to vote on this proposal. | | | Board unanimously recommends a vote “For” the ratification of BDO USA, LLP as our independent auditors for 2018. | |
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 internetproxy 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 ofAt this Annual Meeting, six Directors
Pursuant are to the Company’s Certificate of Incorporation, as amended in 2014, all directors (other than those who may be elected byand, if elected, each Director will serve until the holders2019 Annual Meeting of any series of preferred stock, voting as a separate class) are elected for a one-year term expiring at the next annual meeting of shareholders. Each director shall serveStockholders 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 beAll Director nominees are current Directors. Drs. Foley and Sammon and Ms. Russo were elected for a one-year term expiringby the stockholders at the 2017 Annual Meeting held in 2017. The sevenMeeting. All Director nominees of the Board of Directors are all currently members of the Board and have been nominated for election by the Board uponbased on the recommendation of the Nominating and Corporate Governance Committee. Messrs. Stoffel and Rauch were recommended to the Nominating and Corporate Governance Committee for consideration by a non-management director and each has consentedstockholder and Mr. Singh was recommended to standthe Nominating and Corporate Governance Committee for re-election.
consideration by stockholders. The Board has no reason to believe that any of the Director nominees will beare unable or unwilling to serve, and each Director nominee has consented to be named in this Proxy Statement and to serve if elected. In
The following table sets forth information about the event that anyCompany’s Directors and Director nominees:
| Director | | | Age | | | Director Since | | | Positions and Offices | | | Independent(1) | |
| Dr. Donald H. Foley | | | 73 | | | 2016 | | | Chief Executive Officer and President of the Company and President of ParTech, Inc. | | | No | |
| Douglas G. Rauch | | | 66 | | | 2017
(November) | | | | | | Yes | |
| Cynthia A. Russo | | | 48 | | | 2015 | | | | | | Yes | |
| Dr. John W. Sammon | | | 79 | | | 1968 | | | | | | No | |
| Savneet Singh | | | 34 | | | 2018
(April) | | | | | | Yes | |
| Dr. James C. Stoffel | | | 72 | | | 2017
(November) | | | | | | Yes | |
(1)
Independent under the listing standards of the nominees shall become unable or unwilling to accept nomination or election as a director, it is intended that such shares will be voted, by the persons named in the Form of Proxy, for the election of a substitute nominee selected by the Board, unless the Board should determine to reduce the number of directors pursuant to the By-Laws of the Company.New York Stock Exchange (NYSE) and our Corporate Governance Guidelines.
The names of the nominees, their ages as of April 8, 2016, the year each first became a director are set forth in the following table.
| | 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 named nominees for a one year term to the Company’s Board. Unless a contrary direction is indicated, shares represented by valid proxiesDirector nominees.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of the nominees.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTOR NOMINEES
Director Nominees
Below are summaries of the background, business experience and description of the principal occupation of each of the nominees.
Director and Director nominee.
Ronald J. Casciano. Dr. Donald H. Foley. Biographical information regarding Dr. Foley is presented below under “Executive Officers”.
Douglas G. Rauch. Mr. Casciano was appointed Director in March 2013 coincidentRauch joined PAR’s Board of Directors on November 29, 2017. Mr. Rauch spent 31 years with his appointment toTrader Joe’s Company, the position of Chief Executive Officer andlast 14 years as a President of PAR Technology Corporation in which he served until his retirement effective January 1, 2016.in June 2008. Mr. Casciano alsoRauch is the Founder/President of Daily Table, an innovative non-profit retail solution tackling the issue of hunger/obesity, targeting over 49 million food insecure Americans. He previously served as TreasurerCEO of the CompanyConscious Capitalism, Inc. from 1995 until January 1, 2016.August 2011 to July 2017, where he continues to serve as a director. Mr. Casciano alsoRauch is currently a trustee at Olin College of Engineering and serves as a director onor as an advisory board member of several for profit and non-profit companies. Mr. Rauch brings extensive knowledge and operational experience in 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 severalfood service/grocery industry and strategic implementation and leadership positions with the Company including Chief Accounting Officer (2009-2012), Vice President, Chief Financial Officer (1995skills providing insights and perspectives important 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 servedus 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. 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 directors 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 technology solutions to restaurants and retail, enterprise systems when it was acquired by NCR Corporation. Mr. Eurek contributes his deep understanding of global hospitality technology, cloud based systemsincluding grocery and implementation experience, executive and organizational management proficiencies and knowledge of strategic planning. Mr. Eurek serves as the Chair of the Compensation Committee, serves on the Audit and Nominating/Corporate Governance Committees and has been a Director since July 22, 2014.
Dr. Donald H. Foley. Dr. Foley is the founder and sole proprietor of Martingale Consulting, an executive level and strategic, managerial and business development services firm. Prior to establishing Martingale Consulting, Dr. Foley served as the 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. Dr. Foley has been a member of the Board since January 1, 2016 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.
contract food organizations.
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.
proficiencies to the Board. Ms. Russo 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 asSenior 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 PresidentDirectors in April 2018. In 2017, Mr. Singh co-founded Tera Holdings, Inc., a holding company of niche software businesses; he currently serves as its Managing Partner. Mr. Singh has also been a partner and a director of CoVenture, LLC, a venture capital firm since March 2017. In 2009, Mr. Singh founded Gold Bullion International, LLC (GBI), an electronic platform that allows investors to buy, trade and store physical precious metals. During his tenure at GBI, from 2009 – 2017, Mr. Singh served as GBI’s Chief Operating Officer, its Chief Executive Officer, and its President. In 2018, Mr. Singh joined the board of the Company. Prior to her promotion on January 1, 2016, Ms. Sammon served as the Presidentdirectors of the Company’s restaurant and retail business unit, ParTech, Inc., a position held since April 2013. Ms. SammonBlockchain Power Trust (TSXV:BPWR.UN; TEP.DB); he 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. In December, 2015, Mr. Tyler became the CEO and member of the Board of Directors of Electronic Commerce, Inc., a cloud based software company which provides human capital management solutions. Mr. Tyler also sitsserves on the boards of numerous cloud based privatedirectors of Produce Pay, Inc. and EcoLogic Solutions, Inc. As an entrepreneur and investor in software companies, Mr. Singh brings unique insight and serves in an advisory capacitya strategic perspective to certain private equity firms. From April 2001 to October 2013, Mr. Tyler was the President, CEO and member of theour software solutions business.
Dr. James C. Stoffel. Dr. Stoffel joined PAR’s Board of Directors on November 29, 2017. Since 2006, Dr. Stoffel has held the position of Lanyon, Inc. which provides cloud-based software for the meetingGeneral Partner of Trillium International, a private equity firm, and events industryis a senior advisor to private equity companies. From 1997 – 2005, Dr. Stoffel held various senior executive positions at Eastman Kodak Company, including as Senior Vice President, Chief Technical Officer; Director of Research and transient hotel programs. Lanyon was acquired by Vista Equity Partners in December 2012.Development; and Vice President, Director Electronic Imaging Products Research and Development. Prior to joining Lanyon, Mr. Tyler servedEastman Kodak Company, Dr. Stoffel had a 20-year career with Xerox Corporation, serving as Vice President of Corporate Research and Technology; Vice President and General Manager of Advanced Imaging Business Unit; Vice President and Chief Engineer; and other executive positions. Dr. Stoffel currently serves on the Chief Financial Officer, General Counsel and memberboard of the Boarddirectors 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. 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. TylerHarris Corporation (HRS), where he serves as the Chair of the Nominating/Corporate Governance Committee and as a member of its corporate governance committee, and on the Auditboard of directors of Aviat Networks, Inc. (AVNW), where he served as a lead independent director from July 2010 to February 2015. Dr. Stoffel serves on the President’s Advisory Council at the University of Notre Dame, is a Life Fellow of the Institute of Electrical and Compensation Committees. Mr. Tyler has been a Director since July 28, 2014.Electronics Engineers (IEEE) and Trustee Emeritus of the George Eastman Museum. Dr. Stoffel’s technical, research and development and technology assessment background, together with his investment and capital markets expertise, and extensive public company board experience, provides us with valuable perspectives and knowledge critical our strategy, management, and corporate governance.
EXECUTIVE OFFICERS
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.
23, 2018.
| Name | Name | | Age | | | Positions heldand Offices | |
| Dr. Donald H. Foley | | | 73 | | | Chief Executive Officer, President, and Director of the Company and President of ParTech, Inc. | |
| Bryan A. Menar | | | 43 | | | Chief Financial Officer and Vice President of the Company | |
Matthew R. Cicchinelli(1) | 53 | ·
| 55 | | | President of PAR Government Systems Corporation and Rome Research Corporation ·Vice President, ISR Innovations, PAR Government Systems Corporation
|
| 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
|
Donald H. Foley. Dr. Foley has served as our Chief Executive Officer and President since April 2017, and as a Director since 2016. 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 sole proprietor of Martingale Consulting, an executive level and strategic, managerial, and business development services firm, which Dr. Foley founded in 2011. From 1991 to 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 Executive Vice President from 2005 to 2011, as Group President of the Research and Intelligence Group from 1991 to 2005, and as a member of the board of directors from 2002 to 2007. Since 2011, Dr. Foley has served on the boards of directors of two private companies, Thomas Somerville Co., and T.S. Realty Co., and on the board 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 the Toronto Stock Exchange.
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.
Matthew R. Cicchinelli. Mr. Cicchinelli was named President of Contents
(1) | Mr. Cicchinelli was named President, PAR Government Systems Corporation and Rome Research Corporation effective December 15,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. |
(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 partvarious senior roles with the United States Marine Corps and the Department of 2015 but have separatedDefense with a focus on command and control, ISR technologies, and strategic plans and policies. Mr. Cicchinelli retired 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 Corporation |
| Lawrence W. Hall (3)
| 56 | | President, PAR Springer-Miller Systems, Inc. |
| Robert P. Jerabeck(4)
| 60 | | Vice President and Chief Operations Officer |
| Stephen P. Lynch (5)
| 59 | | President, PAR Government Systems Corporation and Rome Research Corporation |
| Steven M. Malone (6)
| 35 | | Vice President, Corporate Controller and Chief Accounting Officer, PAR Technology Corporation |
(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. |
(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. |
(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”)
, and meet the
Company’s Standardsadditional independence standards of
Independence, and pursuantthe NYSE with respect to the
Company’s Corporate Governance Guidelines. Prior to his departure from the Board
in May 2015, former Director John S. Barsanti was affirmatively determined 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 independencecommittees on which he or she serves. Our independent Directors are identified as
part of the Company’s Corporate Governance Guidelines, which are available on the Company’s website at https://www.partech.com/wp-content/uploads/2015/12/PAR_Corp_Gov_Guidelines-as-Amended-12-10-14.pdf. The standards“Independent” in the
Corporate Governance Guidelines identify, among 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 anytable on page 5 of
their respective immediate family members or entities with which they are affiliated. Dr. Foley, through his consulting firm, Martingale Consulting, served 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 any of the Company’s executive officers (“Executive Officers”). The Executive Officers serve at the discretion of the Board.
Proxy Statement.
Board Meetings and Attendance.Attendance In 2015,. During the 12-month period ended December 31, 2017, the Board held 20 meetings and the standing Committees of the Board held a total of 1312 meetings. Each directorDirector attended at least 75% of the aggregate of all meetings of the Board and of the committees on which they served. It ishe or she served, held during the Company’s policy to encourage directorsportion of 2017 for which he or she was a Director or committee member. The Company encourages 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 the2017 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 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 did not elect a Chairman of the Board but placed the leadership of the Board with Director. 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 independent 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 purview. 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 auditors 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.
Committees. The Board has three standing committees: Audit; Compensation; and Nominating/Corporate Governance. Pursuant to the Company’s By-Laws, the Board may designate members of the Board to constitute such other committees asmonitor and assess our strategies and risk exposure, including the nature and level of risk appropriate for PAR. The full Board may determine to be appropriate. The members of each of the three standing committeesalso meets regularly with 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. |
receives periodic reports from our legal, compliance and operations groups regarding legal and regulatory requirements, compliance, and operational considerations.
Audit Committee. In accordance with its charter, the Audit Committee assists the Board in oversightCode of the Company’s accounting and financial reporting processes, systemsConduct. Our Code of internal control, the audit processConduct (the “Code 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”Conduct”) 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 independence standards adopted by the Board. The standards adopted by the Board incorporate the independence requirements of the NYSE 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” as this term is defined by the NYSE in its listing standards, meet SEC standards for independence of audit committee members and no 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 appointment to the Committee, or within a reasonable time thereafter. The Board has determined that all members of the Audit Committee are financially literate and the Chair 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.
Compensation Committee. The Committee’s charter requires the Compensation Committee to be comprised of a minimum of three independent directors. The present Committee is comprised of four members. The Board has determined that each of 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 reviewsall our employees, officers, and approves corporate goals and objectives relevant to the compensation of the Company’sDirectors, including our Chief Executive Officer, evaluates performanceChief Financial Officer, and other senior financial officers. The Code of Conduct is posted in lightthe “SEC Filings” section of those goals and objectives and determines and approvesour website at www.partech.com/about-us/investors. Any substantive amendments to the compensation level (including any long-term compensation components) and benefits based on this evaluation. In addition, the recommendationsCode of theConduct or waivers granted to our Directors, Chief Executive Officer, regardingChief Financial Officer, principal accounting officer, controller or other executive officers will be disclosed by posting on our website.
Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted in the compensation, benefits, stock grants, stock options“SEC Filings” section of our website at www.partech.com/about-us/investors. Our corporate governance guidelines contain independence standards, which are substantially similar to and incentive plans for all Executive Officersconsistent with the listing standards of the Company are subject to the review and approval of the Compensation Committee. The Compensation Committee also reviews and makes recommendations to the Board regarding the level and form of compensation for non-employee directors in connection with service on the Board and its committees.
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/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:
| · | identify and recommend 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, 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.
NYSE.
Communication with the Board.Board The Board avails itself to communications from the Company’s shareholders.. Interested parties may send written communication to the Board as a group, the independent directorsDirectors as a group, the PresidingLead Director (Cynthia Russo), or to any individual directorDirector by sending the communication c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383
Seneca Turnpike, New Hartford, NYNew York 13413. Upon receipt, the communication will be relayeddelivered to Director Russo if it is addressed to the Board as a whole, to the Presiding Director,(Lead Director) or to the independent directorsDirectors as a group. If the communication is addressed to an individual director,Director, the communication will be relayeddelivered to the individual director.that Director. All communications regarding financial accounting, internal controls, audits, and related matters will be referred to the Audit Committee. Interested parties may communicate anonymously if they so desire.
Committees. Our Board has three committees — Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee — each Board committee operates under a written charter that has been approved by the Board. Current copies of each committee’s charter are posted in the “SEC Filings” section of our website at www.partech.com/about-us/investors.
The following table provides information about each of the Board committees. Mr. Singh was appointed to the Board effective April 20, 2018 and has not yet been given his committee assignments.
| Name | | | Audit
Committee(1) | | | Compensation
Committee(2) | | | Nominating and
Corporate
Governance Committee(3) | |
| Douglas G. Rauch(4) | | | X | | | X | | | Chair | |
| Cynthia A. Russo | | | Chair | | | X | | | X | |
| James C. Stoffel(4) | | | X | | | Chair | | | X | |
| Prior to November 29, 2017(5) | | | | |
| Paul D. Eurek | | | X | | | Chair | | | X | |
| Todd E. Tyler | | | X | | | X | | | Chair | |
| Total Meetings in 2017 | | | 9 | | | 4 | | | 1 | |
(1)
Committee members are independent under the listing standards of the NYSE, Rule 10A-3 of the Securities Exchange Act of 1934 (“Exchange Act”), and as defined in the Audit Committee’s charter.
(2), (3)
Committee members are independent under the listing standards of the NYSE and as defined in the Compensation Committee’s charter and the Nominating and Corporate Governance Committee’s charter.
(4)
On November 29, 2017, Directors Rauch and Stoffel joined the Board and were appointed to serve as members and in their respective Chair capacities of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
(5)
Messrs. Eurek and Tyler resigned from the Board and the Board committees that they served on November 29, 2017.
Director Nomination Process. Compensation Committee. The Nominating/Compensation Committee oversees and administers our executive compensation program. The Compensation Committee’s responsibilities include:
•
Reviewing and approving the goals and objectives relevant to our Chief Executive Officer’s compensation and, either as a Committee or with the other independent Directors, determine and approve our Chief Executive Officer’s compensation;
•
Reviewing, making recommendations to the Board, and overseeing the administration of our incentive compensation arrangements;
•
Reviewing and approving compensation of our executive officers; and
•
Reviewing and recommending to the Board the compensation for our non-employee Directors.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities by:
•
identifying and recommending qualified nominees for election to the Board;
•
developing and recommending to the Board a set of corporate governance principles — our Corporate Governance Guidelines; and
•
maintaining, monitoring compliance with, and recommending modifications to, our Code of Conduct.
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,management, 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 the charter of the Nominating/Corporate Governance Committee. The criteriaGuidelines, which 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 |
demonstrated ability to exercise sound judgment generally based on broad experience; | · | diversity reflecting a variety of personal and professional experiences and background. |
•
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 Committee also considers the requirements set forth in the Company’sNominating and Corporate Governance Guidelines, as well asCommittee considers 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 GuidelinesGuidelines.
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 committee charterperformance the internal audit function.
The Audit Committee’s responsibilities include:
•
Direct oversight of our independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the Nominating/Corporate Governance Committee. Bothscope and fees of these documents are posted on the Company’s website. Printed copies are also available, without charge, upon written requestannual 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 Company. Board that our audited financial statements be included in our Annual Reports on Form 10-K;
•
Overseeing and monitoring our internal control over financial reporting, disclosure controls and procedures, and Code of Conduct;
•
Reviewing and discussing with management our risk exposure and processes; and
•
Preparing the Audit Committee report required by SEC rules (which is included below).
The website and address to send such requests may be found underBoard determined that Ms. Russo is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the heading “Available Information” on page 29 of this Proxy Statement.Exchange Act.
Code of Business Conduct and Ethics. To ensure the Company’s business is conducted in a consistently legal and ethical manner, allReport 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”). The Code is designed to deter wrongdoing and to promote:
| · | 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
The full textmaterial in this report is being furnished and shall not be deemed “filed” with SEC for purposes of Section 18 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,Exchange Act, or waivers from, provisions of the Code that apply to the Executive Officers and directors and relate to the above elements by posting such information on its website within four business days following the date of such amendment or waiver. A printed copy 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”.
REPORT OF THE AUDIT COMMITTEE
The information contained in the following report isotherwise 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 or the Exchange Act, except as otherwise expressly stated in such filing.
Acting on behalf of and reporting toTo the Board the Audit Committee provides oversight of the financial management, independent auditors and financial reporting processDirectors of the Company. Consistent with the requirements of the U.S. Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”) 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 independence of the members of the Committee was determined by the Board based upon its independence standards which incorporate the NYSE governance rules 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).
PAR Technology Corporation:
The Audit Committee is responsible for appointing the Company’s independent registered public accounting firm for the Company. During 2015,auditor. For 2017, 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.
auditor. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare or certify the Company’s financial statements or guarantee the audits or reports of BDO. These are the fundamental responsibilities of management and BDO.
In the contextperformance of the above,its oversight function, the Audit Committee has reviewed met and discussed with management and BDO: (a) the Company’s audited consolidated financial statements in the Annual Report for the year ended December 31, 2015 (including a discussion2017 with the Company’s management and BDO. In addition, the Audit Committee discussed with BDO, with and without management present, BDO’s evaluation of the clarity of disclosures in the consolidated financial statements, the acceptability and theoverall 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.reporting. The Audit Committee also held private sessionsdiscussed 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 these mattersBDO’s communications 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 approvalsconcerning independence and were not permitted in accordancediscussed with the Company’s lending agreement. The material weaknesses relating to this issue have been disclosed in the Company’s annual reportBDO its independence.
Based 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 direction 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 in 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 recommendation of the Audit Committee, the employment of Michael S. Bartusek, the Company’s Vice President and Chief Financial Officer was terminated effective March 14, 2016 for cause in connection with these unauthorized investments made in contravention 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 to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2015 were prepared in accordance with U.S. GAAP and confirmed to the Audit Committee that such preparation was without the participation of Mr. Bartusek. On March 30, 2016, in reliance on the reviewsCommittee’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.2017.
Cynthia Russo (Chair)
Douglas G. Rauch
James C. Stoffel
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
The following table presents fees billed to the Company for professional services rendered by BDO USA, LLP during the years ended December 31, 2015 and December 31, 2014.
| | | | 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:
Audit Fees are fees for professional services rendered for the audit of the Company’s consolidated 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.
Audit-Related Fees are fees related to the performance of the audit or review of the financial statements and not reported within the audit fees above.
Tax Fees are fees for professional services for federal, state and international tax compliance, tax advice and tax planning.
All Other Fees are for any services not included in the first three categories and principally include services for risk management and corporate governance.
Consistent with SEC policies regarding auditor independence, the 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 independent registered public accounting firm. As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the independent registered public accounting firm were pre-approved. 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 selected BDO USA, LLP to serve as the Company’s independent principal accountant for the current year. One or more representatives of BDO are expected to be in attendance at the 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 16, 2018, 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 16,028,146 shares of our common stock outstanding as of April 16, 2018. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 16, 2018 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.
The table is based upon information supplied by officers, Directors and principal stockholders, Schedules 13D, 13G and 13G/A filed with the SEC and other SEC filings made pursuant to Section 16 of the Exchange Act.
The following table sets forth 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 16, 2018.
| Name of Beneficial Owner | | | Amount and Nature of
Beneficial Ownership | | | Percent of Class | |
| Directors | | | |
| Dr. John W. Sammon | | | | | 4,652,481(1) | | | | | | 29% | | |
| Dr. Donald H. Foley | | | | | 49,986 | | | | | | * | | |
| Douglas G. Rauch | | | | | 2,325 | | | | | | * | | |
| Cynthia A. Russo | | | | | 22,585 | | | | | | * | | |
| Savneet Singh | | | | | — | | | | | | — | | |
| Dr. James C. Stoffel | | | | | 2,325 | | | | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | |
| Dr. Donald H. Foley | | | See holdings above | | | | | * | | |
| Bryan A. Menar | | | | | 4,500 | | | | | | * | | |
| Matthew R. Cicchinelli | | | | | 18,905(2) | | | | | | * | | |
| Karen E. Sammon | | | | | 740,483(3) | | | | | | 4.6% | | |
All Directors and current executive
officers as a group (8 persons) | | | | | 4,753,107 | | | | | | 30% | | |
*
Less than 1%
(1)
See footnote (1) to the “Stock Ownership of Certain Beneficial Owners” table below.
(2)
Includes 2,000 shares subject to a currently exercisable stock option.
(3)
Includes 139,332 shares subject to currently exercisable stock options.
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. 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 13413-4991.13413-4991 | | | | | 4,652,481(1) | | | | | | 29% | | |
(2)ADW Capital Partners, L.P.
5175 Watson Street NW
Washington, DC 20016 | Except as otherwise noted, each individual has sole voting and investment power with respect to all shares. | | | | 1,100,000(2) | | | | | | 6.9% | | |
(3)Wellington Trust Company, National Association
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 | “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. | | | | 1,017,503(3) | | | | | | 6.3% | | |
(4)Wellington Management Group LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 | 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. | | | | 1,017,503(4) | | | | | | 6.3% | | |
(5)Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746 | 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. | | | | 921,978(5) | | | | | | 5.7% | | |
(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, 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. |
(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. |
(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, 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
P.O. Box 30014,
Los Angeles, CA 90030-0014 | | | | | 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.(6) | | | | | | 5.4% | | |
Wellington Trust Company, National Association
Multiple Common Trust Funds Trust,
Micro Cap Equity Portfolio
c/o Wellington Trust Company
280 Congress Street
Boston, MA 02210 | | | | | 875,516(7) | | | | | | 5.5% | | |
(1)
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. Dr. Sammon reports sole voting and dispositive power with respect to 2,559,885 shares and shared voting and dispositive power with his wife, Mrs. Sammon with respect to 2,062,196 shares; Mrs. Sammon reports sole voting and dispositive power with respect to 30,400 shares and shared voting and shared dispositive voting power with her husband, Dr. Sammon with respect to 2,062,196 shares. J.W. Sammon Corp. and Sammon Family Limited Partnership each report sole voting and dispositive power with respect to 2,062,096 shares held directly by the Sammon Family Limited Partnership. J.W. Sammon Corp. is the sole general partner of the Sammon Family Limited Partnership. Dr. and Mrs. Sammon are officers and 50% shareholders of J.W. Sammon Corp. Dr. Sammon disclaims beneficial ownership of 30,400 shares held directly by Mrs. Sammon. Mrs. Sammon disclaims beneficial ownership of 2,559,885 shares beneficially owned by Dr. Sammon.
(2)
Based on a Schedule 13G filed with the SEC on March 29, 2018 by ADW Capital Partners, L.P, ADW Capital Management, LLC and Adam D. Wyden. Each of the foregoing reporting persons reports shared voting and shared dispositive power with respect to 1,100,000 shares.
(3)
Based on a Schedule 13G filed with the SEC on February 8, 2018 by Wellington Trust Company, National Association, reporting shared voting and dispositive power with respect to 1,017,503 shares.
(4)
Based on a Schedule 13G filed with the SEC on February 8, 2018 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Each of Contentsthe foregoing reporting persons reports shared voting and dispositive power with respect to 1,017,503 shares.
(5)
Based on a Schedule 13G filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP, reporting sole voting power with respect to 888,973 shares and sole dispositive power with respect to 921,978 shares.
(6)
Based on a Schedule 13G/A filed with the SEC on February 18, 2015 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.
(7)
Based on a Schedule 13G/A filed with the SEC on February 8, 2018 by Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio, reporting shared voting and dispositive power with respect to 875,516 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sour executive officers, 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 2017, except for the following: a(1) Matthew R. Cicchinelli, Karen R. Sammon and Matthew J. Trinkaus who each filed one late Form 3 in connection the initial holdings of4 reflecting one late transaction.
Mr. Cicchinelli was filed late due solely to administrative error in connection with the engagement of a new filing service by the Company.14
DIRECTOR COMPENSATION
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 2015,2017, compensation for non-management directorsnon-employee 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 $5,000 (cash) retainer for attendance at Board and committee meetings), and for independent directors,serving as Audit Committee Chair. Independent Directors were also granted an award of restricted stock, with full100% vesting occurring on the earlier of May 22, 2015, provided,1, 2018 and the Annual Meeting.
The following table sets forth information regarding compensation earned by or paid to our non-employee and independent Directors for 2017.
Name of Director(1) | | | Fees Earned
or Paid in
Cash
($) | | | Stock Awards
($)(2)(3) | | | All Other
Compensation
($) | | | Total
($) | |
| Ronald J. Casciano | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | 20,000 | | |
| Dr. Donald H. Foley | | | | | 11,319 | | | | | | — | | | | | | — | | | | | | 11,319 | | |
| Paul D. Eurek | | | | | 36,522 | | | | | | — | | | | | | — | | | | | | 36,522 | | |
| Douglas G. Rauch | | | | | 3,478 | | | | | | — | | | | | | — | | | | | | 3,478 | | |
| Cynthia A. Russo | | | | | 45,000 | | | | | | 40,000 | | | | | | — | | | | | | 85,000 | | |
| Dr. John W. Sammon | | | | | 65,000 | | | | | | — | | | | | | — | | | | | | 65,000 | | |
| Dr. James C. Stoffel | | | | | 3,478 | | | | | | — | | | | | | — | | | | | | 3,478 | | |
| Todd E. Tyler | | | | | 36,522 | | | | | | — | | | | | | — | | | | | | 36,522 | | |
(1)
Mr. Casciano resigned as a Director on April 12, 2017. The Board approved the payment of Director fees to Mr. Casciano for the quarter ended June 30, 2017. As of April 12, 2017, Dr. Foley was no longer a non-employee Director. Messrs. Eurek and Tyler resigned as of November 29, 2017. Messrs. Rauch and Stoffel were appointed to the vestingBoard as of November 29, 2017.
(2)
For Director Russo, represents the grant date fair value of $7.71 per share of restricted stock on November 16, 2017. Each of Directors Eurek, Russo, and Tyler were granted 5,188 shares of restricted stock (equal to the independent director’s position had not been vacatedquotient of $40,000 divided by reason of resignation or removal for cause. Under termsthe closing price of the grants, transferCompany’s common stock on November 16, 2017, the grant date). Directors Eurek and Tyler forfeited their shares of suchrestricted stock is prohibited whileupon their resignations from the recipient serves as a director exceptBoard.
Directors Rauch and Stoffel were each granted 2,325 shares of restricted stock (equal to the extent necessary to provide reimbursement for taxes incurred as a resultquotient of the vesting of such grants. The grants also stipulate that the Board may, in its discretion, waive any forfeiture triggered by the vacating$20,000, their pro-rata portion of the independent Director and allowequity compensation, divided by the grants to vest as scheduled.
The following table shows compensation information forclosing price of the Company’s non-management Directors for fiscal 2015.common stock on January 31, 2018, the grant date).
(3)
Director Compensation for Fiscal 2015Assumptions made in the valuation are discussed in Note 7 to the Company’s 2017 Consolidated Financial Statements included in the Company’s Annual Report on 10-K filed with the SEC on March 16, 2018.
Name of Director | | Fees Earned or Paid in Cash ($) | | | 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 | |
Executive Compensation
(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 asDuring 2017 we were 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 all individuals that served as our Chief Executive Officers” for the Company are limited to the Company’s principal executive officerOfficer (CEO) during 2017 and the two most highly compensated other executive officers who wereindividuals serving as executiveexecutives officers at the end of 2017 who were the Company’s last completed fiscal year. The following narrative describes the Company’s compensation objectives, policies and elements of compensation for itsmost highly compensated executive officers including itsof the Company in 2017. Our Named Executive Officers, or NEOs, during 2017 were:
| Named Executive Officers | | | Positions and Offices | |
| Dr. Donald H. Foley | | | Effective April 12, 2017, Chief Executive Officer and President of the Company and President of ParTech, Inc. | |
| Bryan A. Menar | | | Chief Financial Officer and Vice President of the Company | |
| Matthew R. Cicchinelli | | | President of PAR Government Systems Corporation and Rome Research Corporation | |
| Karen E. Sammon | | | Resigned April 12, 2017, Chief Executive Officer and President of the Company and President of ParTech, Inc. Ms. Sammon currently serves as the Company’s Chief of Staff | |
Overview of Executive Compensation 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.2017
Philosophy
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, we designed our executive compensation programs have been designed and implemented to (i) reward executive officers for operatingoperational performance that promotes the creation of stockholder value and leadership, (ii) align their interests with shareholders, and
(iii) encourage our executive officers to remain with the Company.Company, while attracting other high-caliber executives.
Objectives
Objectives
The Company’sOur compensation program has threefour 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. |
•Attract and Retain: in a highly competitive market for talent, we need to attract and retain high-caliber executives;
•
17Performance-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; and
•Alignment with Stockholders: ensure management and our stockholders interests are aligned.
Compensation Policy
Consistent with our philosophy, theour Compensation Committee designsdesigned a compensation programsprogram for the Company’sour executive officers in accordance with the following overriding policies:
•
| · | Compensation must be tied to the Company'sCompensation must advocate our values, while being linked 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 theor earned by our executive officers, including our NEOs, in 2015, including the Named Executive Officers,2017 was consistent with the aboveand in furtherance of our philosophy, objectives, and policies. 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.
Employment Arrangements for 2017
SettingDr. Donald H. Foley. In connection with his appointment as Chief Executive Officer and President of the Company, we entered into an employment offer letter with Dr. Foley. Pursuant to that agreement, Dr. Foley is paid an annual base salary of $460,000, 25% of which is paid in time vesting restricted stock, that vests ratably on a monthly basis; he participates in our short-term incentive, or “STI”, program at an individual bonus target of 75% of his annual base salary for performance against targets established by the Board (“STI bonus”), 25% of Dr. Foley’s STI bonus is payable in shares of time vesting restricted stock; and he participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives. Pursuant to the offer letter had Dr. Foley’s employment been terminated without cause in 2017, he would have been paid the balance of his 2017 base salary. Additionally, had Dr. Foley’s employment been terminated without cause on or after August 1, 2017, he would have been entitled to payment of a pro-rata portion of his STI bonus for 2017, equal to the number of days Dr. Foley was actually employed in 2017, 50% of such pro-rata portion being guaranteed. Dr. Foley was paid a $5,000 signing bonus.
Bryan A. Menar. In connection with his appointment as Chief Financial Officer and Vice President of the Company, we entered into an employment agreement with Mr. Menar. Pursuant to that employment agreement Mr. Menar is paid an annual base salary of $250,000; he participates in our STI program, at an individual bonus target of up to 30% of his annual base salary for performance against targets established by the Board; and he participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives. Mr. Menar’s employment agreement provided a one-time grant 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. In the event Mr. Menar’s employment is terminated without cause prior to November 14, 2019, Mr. Menar’s employment agreement provides that he will be paid severance equal to six months of his then annual base salary in exchange for a duly executed standard release. Mr. Menar was paid a $50,000 signing bonus.
Matthew R. Cicchinelli. Effective December 12, 2015, Mr. Cicchinelli was appointed to the position of President of PAR Government Systems Corporation and Rome Research Corporation. In connection with this appointment, we entered into an employment agreement with Mr. Cicchinelli. Pursuant to that employment agreement, Mr. Cicchinelli is paid an annual base salary of $240,000; he participates in our STI program, at an individual bonus target of up to 50% of his annual base salary for performance against targets established by the Board; and participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives. Mr. Cicchinelli’s employment is not governed by any severance agreement.
Karen E. Sammon. On April 12, 2017, in connection with her appointment to Chief of Staff, Ms. Sammon entered into an amendment to her employment agreement dated November 16, 2015 to reflect her change in office. Pursuant to Ms. Sammon’s employment agreement, she is paid an annual base salary of $300,000; she participates in our STI program, at an individual bonus target of up to 75% of her annual base salary for performance against targets established by the Board; and she participates in our retirement plan and receives insurance and other customary benefits offered by us to our employees. Termination of Ms. Sammon’s employment without cause prior to January 1, 2018, would have resulted in a severance payment equal to one year of her then annual base salary in exchange for a duly executed standard release.
Role of the Compensation Committee and CEO in 2017 Compensation Decisions
The Compensation Committee approves, upon the recommendation of our CEO, the annual compensation of our NEOs (except his own) and certain other executive officers of the Company. The Compensation Committee is also responsible for reviewing, with the CEO, and making recommendations to the Board annual short-term (cash) and long-term (equity) incentive compensation to executive officers, including our NEOs (except the CEO). While the Compensation Committee has the authority to retain third party compensation consultants, it did not retain any such consultant in 2017. In determining and assessing the appropriateness of the 2017 compensation for all executive officers,of our NEOs, the Compensation Committee did not engage an independentreviewed the compensation consultant but, instead, procured benchmark data from a third party survey. This third party compensation survey was utilized bylevels, mix, and structure of similarly-sized companies with comparable hardware and/or software products and/or services offerings (“similarly situated companies”) and other market indicators, which the Compensation Committee used to evaluate the base salaries and the mix and structure of short-term incentive and long-term equity incentive compensation levels of chief executive officers at companies of similar size and geographic location within the high technology sector.
components.
Elements of 2017 Executive Compensation
To meet its compensation policy objectives, the Company compensates executive officersIn 2017, we compensated our NEOs primarily through a combination of Base Salary,base salary, bonuses, and incentive compensation, (short-term), Equity Compensation, Deferred Compensation,which has a short-term cash component (“STI”) and various benefits, including medical and 401(k) plans generally made available to all employees of the Company.
The determination of the Company’s executive officers’a long-term equity compensation is solely within the purview of the Compensation Committee. In deciding compensation programs for the Chief Executive Officer, the Compensation Committee considered the third party information, market trends and best practices. 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 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.
component (“LTI”).
Base Salary.Salary. In setting the annual base salary of the Chief Executive Officerour CEOs and in reviewing and approving the annual base salaries of the other executive officers,NEOs, the Compensation Committee considered the salaries of executives in similar positions at similarly situated companies, 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 utilized 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 account variables such as industry, company size, geographic location, Additionally, Dr. Foley’s extensive business, operational and comparison of duties. Consideration was also given to the individual performance of that executive officer, the performance of the organization over which the executive officer has responsibility, the performancestrategic background and his existing, substantial knowledge of the Company, its business, operations and general economic conditions (with each factor being weighted asmanagement, influenced the Compensation Committee deemed appropriate).
Committee’s determination as to Dr. Foley’s 2017 base salary.
Incentive Compensation.Bonuses. Mr. Cicchinelli participates in an employee retention program used by PAR Government Systems Corporation as a tool to recruit and retain certain of its employees and those of its subsidiaries, generally available to all such employees not covered by the Service Contract Act. The purposepayment (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 a fiscal year and is payable if the employee remains employed through and including the payment date in the immediately following year, generally on or about March 31. The payment is reduced by the amount, if any, of the employer contribution for the employee to the profit-sharing component of the Company’s annualretirement plan. In 2017, Mr. Cicchinelli earned a PGSC retention bonus of $16,090. Certain of our executive officers, including our NEOs (other than Dr. Foley), were eligible to receive a retention and recognition bonus in consideration of his or her unique contributions to the Company’s business, operations, and strategies during 2017. Mr. Menar was awarded such a bonus in the amount of $17,500.
Annual Incentive Compensation — Short-Term Incentive Compensation (“STI”) and Long-Term Equity Incentive Compensation (“LTI”). The purposes of incentive compensation program for itsour NEOs and 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 Board approved the financial2017 performance goals of the NEOs.
Our annual incentive compensation program for 2017 was designed to provide our NEOs and executive officers, are approved byincluding certain officers of our subsidiaries, the Board.
The Compensation Committee madeopportunity to receive an annual cash bonus equal to a change topercentage of their respective base salaries (“STI bonus”) and/or equity awards (“LTI”), based on the traditionalattainment of service requirements and/or performance targets. In 2017, our NEOs’ (other than Dr. Foley’s) performance was assessed against Board established profits before taxes targets (“PBT”) and net income before taxes targets (“NIBT”) — below target, at target and above target. Under the annual incentive compensation program for 20152017 our NEOs (other than Dr. Foley) were eligible to receive:
• Short-Term Incentive (“STI”) Compensation — In 2017, the Board established annual STI targets for the Company’s corporateCompany, on a consolidated basis, and Restaurant/Retail executives. The Compensation Committee retained the 2014 program in 2015 for executives within the Government segment. In 2015, incentive compensation payments to the Corporate executives were based 70% on the achievement of earnings before tax depreciation and amortization (EBITDA) goals by the Restaurant/Retail businesses within the Hospitality business segment and 30% on the achievement of Profit Before Tax goals by the Government business segment. As such, the Named Executive Officers within Corporate could earn from 0% to 25% of base salary depending on the executive’s level and on actual financial performance compared to the goals established. For Restaurant/Retail executives, the incentive metric was EBITDA andannual NIBT targets 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 –Systems Corporation, on an entity level performance basis. The incentive paymentCompany’s 2017 STI targets ranged from 90% to Mr. Casciano was based 70% on the achievement of EBITDA goals by the Restaurant/Retail businesses within the Hospitality business segment and 30% on the achievement of Profit Before Tax goals by the Government business segment. On target performance in 2015 would have resulted in an incentive payment to Mr. Casciano of $43,750, equal to 12.5% of his base salary.
Annual Incentive Compensation Plan for Restaurant/Retail executives. – The goal for Ms. Sammon’s plan was based on EBITDA performance. A senior executive 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 to Ms. Sammon of $24,750, equal to 9% of her base salary.
Annual Incentive Compensation Plan for PAR Government executives. – The incentive payment to
Mr. Cicchinelli was based on a goal of Profit Before Tax. On target performance in 2015 would result in an incentive payment to Mr. Cicchinelli equal to 10% of base salary. Mr. Cicchinelli could earn from 0% to 150% of the individual target established for the business depending on actual financial performance compared to the actual goals of the operating plan.
To the extent earned under this formula, cash payments were made following the completion120% of the Company’s yearly 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 byactual PBT (as represented in line item “Income from continuing operations before
provision for income taxes” in the Company’s former CFO during 2015 and certain material weaknessesConsolidated Statements of Operations included in the Company's internal controls (as disclosed in the Company'sCompany’s Annual Report on Form 10-K filed with the SEC on March 30, 2016), Mr. Casciano16, 2018) and PAR Government Systems Corporation’s 2017 STI targets range from 90% to 120% of PAR Government Systems Corporation’s actual NIBT.
The percentages used to calculate individual 2017 annual STI bonus compensation for Messrs. Menar and Cicchinelli and Ms. Sammon declined receiptwere as follows:
| | | | Individual Bonus Target – As a Percentage of
Individual Base Salary(1) | |
| Name | | | Below Target
(90% of Target) | | | At Target | | | Above Target
(120% of Target) | |
| Bryan A. Menar | | | | | 15% | | | | | | 30% | | | | | | 45% | | |
| Matthew R. Cicchinelli | | | | | 25% | | | | | | 50% | | | | | | 75% | | |
| Karen A. Sammon | | | | | 30% | | | | | | 75% | | | | | | 112% | | |
(1)
To the extent a target amount is exceeded, the payout increases by 2.5% for each 1% of their respective incentive compensation indicating their belief that, given their positionsover-achievement to a maximum individual bonus payout of chief150%, to the extent a target is missed, the payout is decreased by 5% for each 1% of under-achievement to a minimum individual bonus payout of 50%.
The Company’s STI targets were not met in 2017, accordingly, no executive in 2015whose performance was measured against the 2017 Company STI targets, including Mr. Menar and 2016 respectively, such payment did not align with shareholder values.Ms. Sammon, was paid an annual STI bonus for 2017 performance. PAR Government Systems Corporation achieved 97.53% of “at target” NIBT for 2017, and Mr. Cicchinelli as an executive officerwas paid $105,204, or 87.67% of his individual bonus target for 2017 performance.
The Board evaluated Dr. Foley’s 2017 performance against individual goals intended to drive Company objectives and Dr. Foley’s achievement of demonstrable criteria, including the Company’s Government business segment, was measuredperformance, the quality and development of the Company’s and its subsidiaries’ senior management team, improvements in Company culture and tone at the top, and the creation and implementation of new Company policies, including the Company’s adoption and implementation of its new Code of Conduct and supplementary Compliance Handbook. Based 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 andforegoing, the Board has approved Long Termdetermined that Dr. Foley should be paid $174,926 of his STI bonus; 25% of which was paid in time vesting restricted stock, which vested 100% on April 11, 2018.
• Long-Term Incentive (“LTI”) programCompensation — In 2017, the Compensation Committee structured its equity awards to be made to Ms. Sammondrive long-term gains in connection with her promotion to President and Chief Executive Officer,stockholder value and to Mr. Cicchinelliattract and retain high-caliber executives in connectiona competitive market for talent. The 2017 LTI compensation to NEOs (other than Dr. Foley) consisted of restricted stock, with his promotion to President, PAR Government. These grants50% being time vesting restricted stock and 50% being performance vesting restricted stock. The restricted stock vests ratably, in one-third increments, on December 31, 2017, December 31, 2018, and December 31, 2019, if, in the case of time vesting restricted stock, service requirements are anticipated to be made oncemet, and, in 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 30,000 restricted performance shares. Mr. Cicchinelli will be granted 20,000 restricted performance shares. For these performance shares, the financial performance objectives shall be a series of annual Profit Before Tax targets, with 33%case of performance vesting restricted stock, annual performance targets are achieved. The performance vesting restricted stock has a recapture right. If the performance target for an applicable performance year is not met, the shares vesting annually upon achievement of theserestricted stock for such missed performance year are eligible for recapture at the end of the immediately subsequent performance year, if the cumulative actual performance exceeds the cumulative performance targets for 2016, 2017 and 2018.
such performance years. The terms and conditionsrecapture right is only available in the immediately subsequent performance year; provided, in the case of grants under the LTI program contain customary restrictions on transfer of shares, as well as non-solicitation and non-recruitment restrictions for onelast performance year, following termination of employment. The terms of grants also provideif the performance target for the “claw back” (i.e. reversallast performance year is not met, the shares of an award) of vested awards and any profits from exercise of options issued underrestricted stock for that last performance year may be recaptured if the awards incumulative actual performance for the event vesting or profits are later determined bythree (3) performance years exceeds the Board to have resulted from materially inaccurate financial information.cumulative performance targets for the three (3) performance years. In the event of a change inof control all unvested time-vesting shares of company ownership or ownershiprestricted stock vest and all unvested performance-vesting shares of a business unit in whichrestricted stock convert into time-vesting shares. The converted shares continue to vest on the executive is employed, andremaining vesting dates, unless the executiveholder’s employment is terminated without cause (“double-trigger”) thewithin 12-months of a change of control, in which case, all unvested shares granted undervest as of the effective date of termination. In addition, all time vesting shares vest at death. The Compensation Committee determined to
use the recapture feature to control for variability in our Company’s results year-over-year, while remaining consistent with the 2017 LTI compensation objectives. The terms and conditions of the LTI program would vest.awards include forfeiture in the event of a for cause termination or a breach of any written confidentiality, non-solicitation, or non-competition covenant with the Company.
In 2017, we granted the following LTI awards to our NEOs (other than Dr. Foley):
| Name | | | Time Vesting
Restricted Stock | | | Performance Vesting
Restricted Stock | |
| Bryan A. Menar | | | | | 2,250 | | | | | | 2,250 | | |
| Matthew R. Cicchinelli | | | | | 2,500 | | | | | | 2,500 | | |
| Karen E. Sammon | | | | | 3,750 | | | | | | 3,750 | | |
One-third of the time vesting restricted stock vested on December 31, 2017 and one-third performance vesting restricted stock did not vest, as the applicable performance target (100% of PBT target) was not met. These unvested shares can be recaptured at the end of 2018, if the cumulative actual performance exceeds the cumulative performance targets for each of 2017 and 2018 performance years. Dr. Foley did not participate in the 2017 LTI program.
Benefits and Perquisites. The Company provides partial payment. Our NEOs are eligible for medical, dental and vision insurance,the same benefits available to our other full-time employees. Our benefits include our 401(k)/retirement plan with profit sharing and disability(“retirement plan”), employee stock purchase plan, health and life insurance benefits to its Named Executive Officers consistent with that offered generally to its 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 Planplans, and other welfare benefit programs. Our retirement plan has a deferred profit-sharing component that covers substantially all the employees of the Company including the Named Executive Officers.component. Contributions to the profit-sharing component of the Retirement Planretirement plan are made at the discretion of the Board. ThereNo contributions were no contributionsmade to the Company’s profit-sharing program made during 2015. The Retirement Plan also containsin 2017.
Deferred Compensation. We sponsor a 401(k) provision that allows employees to contribute a percentage of their salary, pre-tax, up to certain tax code limitations. The Company matches 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 2015 and 2016 annual IRS limit of $18,000, excluding any deferrals in connection with the catch-up provision.
Deferred Compensation. The Company sponsors a Non-Qualified Deferred Compensation Plannon-qualified deferred compensation plan for a select group of highly compensated employees that includes the Named Executive Officers.certain of our NEOs. 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 2015.2017.
Summary Compensation Table
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended, provides thatThe following table sets forth information regarding compensation in excess of $1,000,000 paid to theearned by our Named Executive Officers during 2017 and 2016.
Name and Principal Position
(a) | | | Year
(b) | | | Salary
($)
(c)(1) | | | Bonus
($)
(d)(2) | | | Stock
Awards
($)
(e)(3) | | | Option
Awards
($)
(f)(4) | | | Non-Equity
Incentive Plan
Compensation
($)
(g)(5) | | | Non-Qualified
Deferred
Compensation
Earnings
($)
(h) | | | All Other
Compensation
($)
(i)(6) | | | Total
($)
(j) | |
Dr. Donald H. Foley
CEO and President
(effective April 12, 2017) | | | 2017 | | | | | 249,962 | | | | | | 129,926 | | | | | | 126,904 | | | | | | — | | | | | | 6,269 | | | | | | — | | | | | | 2,066 | | | | | | 515,127 | | |
Bryan A. Menar
Chief Financial Officer and Vice President | | | 2017 | | | | | 250,000 | | | | | | 67,500 | | | | | | 40,050 | | | | | | 152,667 | | | | | | — | | | | | | — | | | | | | 1,718 | | | | | | 511,935 | | |
Matthew R. Cicchinelli
PAR Government Systems Corporation and Rome Research Corporation President | | | 2017 | | | | | 240,000 | | | | | | 16,090 | | | | | | 44,500 | | | | | | — | | | | | | 105,204 | | | | | | — | | | | | | 2,480 | | | | | | 408,274 | | |
| | 2016 | | | | | 240,000 | | | | | | 14,582 | | | | | | 138,125 | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 2,480 | | | | | | 515,187 | | |
Karen E. Sammon
Former President & CEO (resigned, effective April 12, 2017), currently Chief of Staff | | | 2017 | | | | | 300,000 | | | | | | — | | | | | | 66,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 708 | | | | | | 367,458 | | |
| | 2016 | | | | | 300,000 | | | | | | — | | | | | | 187,850 | | | | | | 87,383 | | | | | | — | | | | | | — | | | | | | 708 | | | | | | 575,941 | | |
(1)
Pursuant to Dr. Foley’s employment offer letter dated April 12, 2017, 25% of a publicly held company will not be deductible for federal income tax purposes unless such compensationDr. Foley’s salary is paid in restricted stock that vests ratably monthly. Therefore, the pro rata portion of Dr. Foley’s $460,000 annual base salary reported in column (c) has been reduced by $83,173, the grant date fair value of the portion of his salary that was paid in restricted stock and reported in column (e).
(2)
Column (d) includes Dr. Foley’s $5,000 signing bonus and $124,926, which reflects 50% of his pro-rated STI bonus for 2017, which was payable regardless of achievement of individual performance goals pursuant to onethe terms of his employment offer letter due to his continued employment at December 31, 2017. Dr. Foley received 25% of his guaranteed STI bonus in shares of restricted stock that vest in full on April 11, 2018.
Column (d) reflects Mr. Menar’s $50,000 signing bonus pursuant to his employment agreement dated November 14, 2016, and his $17,500 retention/recognition bonus for 2017.
Column (d) reflects Mr. Cicchinelli’s PGSC retention bonus for 2017.
(3)
Column (e) for Dr. Foley includes $83,173, which represents the grant date fair value of the enumerated exceptions set forth10,243 shares of restricted stock that Dr. Foley received in Section 162(m). The Company’s primary objective in designinglieu of salary pursuant to the terms of his April 12, 2017 employment offer letter and administering its compensation policies is to support and encourage$43,731, which represents the achievementgrant date fair value of the Company’s long-term strategic goals3,671 shares of restricted stock Dr. Foley received as 25% of his STI bonus for 2017.
Column (e) for Mr. Menar includes $40,050, which represents the grant date fair value of the 4,500 shares of restricted stock granted to Mr. Menar in 2017, which vest ratably over three (3) years beginning on December 31, 2017, 50% (2,250) are time vesting and 50% (2,250) are performance vesting.
Column (e) for Mr. Cicchinelli includes $44,500, which represents 5,000 shares of restricted stock granted to enhance stockholder value. In general,Mr. Cicchinelli in 2017, which vest ratably over three (3) years beginning on December 31, 2017, 50% (2,500) are time vesting and 50% (2,500) are performance vesting.
Column (e) for Ms. Sammon includes 7,500 shares of restricted stock, optionswhich vest ratably over three (3) years beginning on December 31, 2017, 50% (3,750) are time vesting and 50% (3,750) are performance vesting.
The dollar amounts reflect the aggregate grant date 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 our 2017 Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on March 16, 2018; the maximum value of the performance-based awards, assuming the highest level of performance conditions will be achieved is shown in column (e).
(4)
Pursuant to Mr. Menar’s November 14, 2016 employment agreement, he was granted undera non-qualified stock option to purchase 40,000 shares of common stock, the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 is disclosed in column (f).
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 2017 Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2018.
(5)
Column (g) for Dr. Foley includes Dr. Foley’s pro-rated STI bonus for 2017 reduced by the $124,926 guaranteed portion reported as a bonus in column (d) and the value of the portion received as restricted stock with a grant date fair value of $43,731 reported in column (e).
Column (g) for Mr. Cicchinelli reflects his STI bonus for 2017.
(6)
“All Other Compensation” includes a 401(k) employer matching contribution and the Company’s 2005 and 2015payment of premiums on term life insurance.
Outstanding Equity Incentive Plans are intended to qualify under and comply with the “performance based compensation” exemption provided under Section 162(m), thus excluding from the Section 162(m) compensation limitation any income recognizedAwards at Fiscal Year-End
The following table shows information regarding outstanding equity awards held by executives at the time of exercise of such stock options. Because salary and bonuses paid toour Named Executive Officers have been belowat December 31, 2017.
| Option Awards | | | Stock Awards | | |
Name
(a) | | | Number of
securities
underlying
unexercised
options
(#)
exercisable
(b) | | | Number of
securities
underlying
unexercised
options
(#)
unexercisable
(c) | | | Option
exercise
price
($)
(e) | | | Option
expiration
date
(f) | | | Number of
shares or
units of
stock that
have not
vested
(#)
(g) | | | Market
value of
shares or
units of
stock that
have not
vested
($)
(h) | | | Equity
incentive
plan awards:
number of
unearned
shares,
units or
other rights
that have
not vested
(#)
(i) | | | Equity
incentive
plan awards:
market or
payout
value of
unearned
shares,
units or
other rights
that have
not vested
($)(9)
(j) | | |
| Donald H. Foley | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| Bryan A. Menar | | | | | — | | | | | | 40,000(1) | | | | | $ | 8.90 | | | | 12/08/27 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 1,500(6) | | | | | | 14,025 | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 2,250(7) | | | | | | 21,038 | | | |
| Matthew R. Cicchinelli | | | | | 2,000(2) | | | | | | — | | | | | $ | 4.80 | | | | 1/9/24 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 1,667(6) | | | | | | 15,586 | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 2,500(7) | | | | | | 23,375 | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 13,333(8) | | | | | | 124,667 | | | |
| Karen E. Sammon | | | | | 6,000(3) | | | | | | — | | | | | $ | 5.32 | | | | 12/11/23 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | 100,000(4) | | | | | | — | | | | | $ | 5.32 | | | | 12/11/23 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
| | | | 16,666 | | | | | | 33,334(5) | | | | | $ | 5.53 | | | | 5/5/26 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 2,500(6) | | | | | | 23,375 | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 3,750(7) | | | | | | 35,063 | | | |
| | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | | | | | 20,000(8) | | | | | | 187,000 | | | |
(1)
This option was granted on December 8, 2017 and vests ratably over four years on 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’s compensation programs.
Role of Executive Officers
The Company’s Chief Executive Officer (“CEO”) reports on his evaluations of executive officers, including the other Named Executive Officers. The CEO makes compensation recommendations to the Compensation Committee for the other Named Executive Officers with respect to base salary and annual and long-term incentives.
Mr. Casciano oversaw the actual formulation of plans incorporating the suggestionsanniversary of the Compensation Committeedate of grant.
(2)
This option was granted on January 9, 2014 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 appointed Karen E. Sammon to the position of President and Chief Executive Officer. In connection with her promotion, Ms. Sammon entered into an employment agreement with the Company under which her employment is “at will” and provided for the following elements that will impact her 2016 compensation: (a) an annual base salary of $300,000; (b) participation in the Company’s incentive compensation plan at the rate of 75% of her annual base salary in connection with performance against financial metrics established by the Board; (c) 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 equallyvested ratably over three years on the anniversary of the date of grantgrant.
(3)
This option was granted on December 11, 2013 and (ii) 30,000vested ratably over three years on the anniversary of the date of grant.
(4)
This option was granted on December 11, 2013 and vested ratably over four years on the anniversary of the date of grant.
(5)
This option was granted on May 5, 2016 and vests ratably over three years on the anniversary date of grant.
(6)
These shares of time vesting restricted stock were granted on December 8, 2017 and vest ratably on December 31, 2017, 2018 and 2019.
(7)
These shares of performance vesting restricted stock were granted on December 8, 2018 and vest ratably on December 31, 2017, 2018 and 2019 if annual performance targets are achieved. However, if a performance target for a performance year is not met, the shares of restricted stock with long termfor such missed performance based vesting in equal installments over three years with achievementyear are eligible for recapture. See “2017 Long-Term Incentive (“LTI”) Compensation” above. The number of financial metrics as established byshares assumes that the Board; and (d) continued participation in the Company’s retirement plan, as well as provisionhighest level of insurance benefits and other customary benefits offered to the Company’s senior executives. Any termination of Ms. Sammon’s employment without cause prior to January 1, 2018, would 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.performance will be achieved.
(8)
On December 12, 2015, Matthew R. Cicchinelli was appointed to the position of President, PAR Government Systems Corporation30,000 and Rome Research Corporation. In connection with his promotion, Mr. Cicchinelli entered into an employment agreement with the Company under which his employment is “at will” and provided for the following elements that impacted his 2015 and 2016 compensation: (a) an annual base salary of $240,000; (b) participation in the Company’s 2016 Incentive Compensation Plan at a rate of 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) 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 vestingwere granted to Ms. Sammon and Mr. Cicchinelli, respectively, and vest in equal installments over three years with achievement of financial metrics as established by the Board;tranches on May 5, 2017, May 5, 2018, and (d) continued 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. Cicchinelli’s employment is not governed by any severance agreement.May 5, 2019.
On September 1, 2015, Mr. Steven P. Lynch was separated from his position as President, PAR Government Systems Corporation and Rome Research Corporation by mutual agreement with the Company. Under this agreement, Mr. Lynch received (i) a pro rata portion of 2015 incentive compensation amounting to $130,625;
(ii) a payment of one year’s base salary of $285,000 in exchange for an executed and unrevoked Release Agreement. Mr. Lynch also received three months of executive level outplacement with a value of $4,200.
Summary Compensation TableThe following table provides information concerning the compensation of the Company’s Chief Executive Officers and the two other most highly compensated executive officers (the “Named Executive Officers”) for fiscal 2015 and 2014. For a complete understanding of the table, please read the narrative disclosures above, as well as the footnotes that follow the table.
Name and Principal Position | Year | Salary ($)(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. |
Outstanding Equity Awards at Fiscal Year-End
The following tables show all outstanding equity awards held bydollar amounts reflect the Named Executive Officers atmarket value of the shares based on the closing price of our common stock on December 31, 2015.29, 2017 ($9.35).
| | Option Awards |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | $4.80 | 1/9/24 |
(1) | These options were granted on April 23, 2012. Of these options, 2,500 vested on April 23, 2013, 2,500 vested on April 23, 2014 and 2,500 vested on April 23, 2015. The 2,500 unvested options vest as follows: 2,500 shares on April 23, 2016. |
(2) | These options were granted on December 11, 2013. Of these options, 5,000 vested on December 31, 2014 and 5,000 vested on December 31, 2015. The 5,000 unvested options vest as follows: 5,000 shares on December 31, 2016. |
(3) | These options were granted on December 11, 2013. Of these options, 37,500 vested on December 31, 2014. The 112,500 unvested options vest as follows: 37,500 shares on December 31, 2015, 37,500 shares on December 31, 2016 and the remaining 37,500 shares on December 31, 2017. |
(4) | These options were granted on December 11, 2013. Of these options, 2,000 vested on December 31, 2014 and 2,000 vested on December 31, 2015. The 2,000 unvested options vest as follows: 2,000 shares on December 31, 2016. |
(5) | These options were granted on December 11, 2013. Of these options, 25,000 vested on December 31, 2014. The 50,000 unvested options vest as follows: 25,000 shares on December 31, 2015, 25,000 shares on December 31, 2016 and the remaining 25,000 shares on December 31, 2017. |
(6) | These options were granted on January 9, 2014. The options will vest 33% annually over a three year period on the anniversary of the date of the grant. The 1,334 unvested options vest as follows: 666 shares on January 9, 2016 and the remaining 667 shares on January 9, 2017. |
| Stock Awards |
Name | Grant Date | Number of
Share or Units
of Stock that
Have Not
Vested (#)
| Market Value
of Shares or
Units of Stock
that Have Not
Vested ($)
| Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units, or Other
Rights that Have
Not Vested (#)
| Equity Incentive
Awards: Market or
Payout Value of
Unearned Shares
Units or Other
Rights that Have
Not Vested ($)
|
(a) | | (g) | (h) | (i) | (j) |
Ronald J.
Casciano *
| 2/14/2014
2/14/2014
| 0
0
| 0
0
| 2,400(1)
4,000(2)
| 16,152(1)
26,920(2)
|
Karen E.
Sammon
| 1/9/2014
1/9/2014
| 0
0
| 0
0
| 2,334(3)
1,400(4)
| 15,708(3)
9,422(4)
|
Matthew R.
Cicchinelli
| 1/9/2014
1/9/2014
| 0
0
| 0
0
| 1,814(3)
667(4)
| 12,208(3)
4,489(4)
|
Robert P.
Jerabeck *
| -- | -- | -- | --
| -- |
Stephen P.
Lynch *
| -- | -- | -- | -- | -- |
| * | 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. |
| (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 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 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) | 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) | 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. |
Equity Compensation Plan Information
The following table shows the number, as of December 31, 2015,2017, 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 | | | | | 760,596 | | | | | | 5.80 | | | | | | 687,322* | | |
Equity compensation plans not approved by
security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 760,596 | | | | | | 5.80 | | | | | | 687,322 | | |
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
The Board of Directors has adopted a new written “Related Party Transactions Policy & Procedure” (“Policy”), which provides that the Company will only enter into, ratify, or continue a related party transaction, when the Board, acting through the Nominating & Corporate Governance Committee, determines that the transaction is in the best interests of PAR and its stockholders. Pursuant to the Policy, the Nominating and Corporate Governance Committee shall review and either approve or disapprove all transactions or relationships in which PAR or any of its subsidiaries is a party and the amount of the transaction exceeds or is expected to exceed $120,000, and in which a director (director nominee), executive officer, a person who beneficially owns more than 5% of PAR’s common stock or any immediate family member or affiliated entity of any of the foregoing persons (a “related party”), has a direct or indirect interest.
For the Company’s last fiscal year beginning January 1, 2015 and ending December 31, 2015, and for the Company’s 2014 fiscal year, beginning January 1, 2014 and ending December 31, 2014,Except as set forth below, 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, 2017 or December 31, 2016, 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:
| · | Prior to her promotion to President and Chief Executive Officer for the Company effective January 1, 2016,• Karen E. Sammon, the Company’s Chief of Staff and a member of the immediate family of Dr. John W. Sammon, a 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., 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’s written policy on related party transactions requires Controllers 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 officer and the Company’s legal 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 is a participant and any related person has a material interest. Related persons would include the Company’s Directors and executive officers and their immediate family members as well as any person known to be the beneficial owner of more than 5%10% of our common stock, was paid compensation in 2017 and 2016 as reported above under the heading “Executive Compensation”.
• John W. Sammon, III, a member of the Company’s Common Stock.
immediate family of Dr. John W. 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 2017, was $245,050, comprised of a base salary of $205,000 and 4,500 shares of restricted stock, which vest ratably over three (3) years, 50% (2,250) are time vesting and 50% (2,250) are performance vesting, and have an aggregate grant date fair value of $40,050. Mr. Sammon’s total compensation for 2016 was $185,000, which was comprised of his base salary. In 2017 and 2016, Mr. Sammon participated in our retirement plan, insurance and other customary benefits offered to our executives.
Under• Karen E. Sammon, the Company’s Corporate Governance GuidelinesChief of Staff, and Codeher brother, John W. Sammon, III, General Manager & Senior Vice President of Business Conduct & Ethics, all DirectorsParTech, Inc., are principals in Sammon and executive officersSammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a building from us, located in New Hartford, New York, on a month-to-month basis at the base rate of $9,775 per month (or an aggregate annual amount of $117,300 for 2017 and 2016) and provides complimentary memberships to PAR’s local employees, which were valued at $27,170 in 2017 and $28,170 in 2016. Both Ms. Sammon and Mr. Sammon are members of the Company haveimmediate family of Dr. Sammon. The Board reviewed this arrangement and, after consulting with the principals of Sammon and Sammon, determined the arrangement will not continue and will terminate on or about April 30, 2018.
• The Company’s former Director, Paul D. Eurek (who resigned November 29, 2017) served as President of Xpanxion LLC until his retirement on June 30, 2017. In October 2016, ParTech, Inc. entered into a dutystatement of work (“SOW”) with Xpanxion for software development services. The SOW provided 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 varied, depending on services provided and by what team member. In 2017 and 2016 we incurred approximately $1.0 million and $0.2 million of fees, respectively, to report, which includes reportsXpanxion under the SOW. In 2017 and 2016, we made payments of $1.2 million and zero, respectively, to Xpanxion under the Company’s Compliance Officer and to the Nominating and Corporate Governance CommitteeSOW. Mr. Eurek received no additional payment 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’s financial statements. Compensation paid by the Company for service to an employee, 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 officer or legal counsel believe such compensation to be inconsistent with peersincremental remuneration from Xpanxion as a result of the related party within the Company or the Company’s compensation practices in general.software development services provided to ParTech, Inc.
| Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers |
PROPOSAL 2 — NON-BINDING, ADVISORY VOTE TO APPROVE
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As a smaller reporting company
in 2017, 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 2017 is disclosed in the narrative discussion and compensation tables on pages
1716 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 and the next non-binding, advisory vote regarding the frequency of such vote will be held at the 2019 Annual Meeting of Stockholders.
The vote 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.
Proposal 3 — Ratification of UnlessTHE APPOINTMENT
OF BDO USA, LLP AS our Independent Auditors
The Audit Committee has appointed BDO USA, LLP as the Company’s independent auditors for 2018. BDO USA, LLP has served as our independent auditor since 2012.
Although your vote to ratify the appointment of BDO USA, LLP is not binding on the Company, the Audit Committee will consider your vote in determining the appointment of our independent auditors for next year. The Audit Committee reserves the right, in its sole discretion, to change an appointment at any time during the year if it determines that such a contrary direction is indicated, shares representedchange would be in our best interests.
Ratification of the appointment of BDO USA, LLP as our independent auditors for 2018 requires the affirmative vote of a majority of votes cast and entitled to vote on this Proposal.
The Board of Directors recommends a vote “For” ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for 2018.
Principal Accounting Fees and Services
The following table presents fees billed to the Company for the years ended December 31, 2017 and December 31, 2016 by valid proxiesBDO USA, LLP.
| | | | Fiscal Year Ended | |
| Type of Fees | | | 2017 | | | 2016 | |
Audit Fees(1) | | | | $ | 699,151 | | | | | $ | 741,328 | | |
| Audit-Related Fees | | | |
| Tax Fees | | | |
| All Other Fees | | | | | | | | | | | | | |
| Total: | | | | $ | 699,151 | | | | | $ | 741,328 | | |
(1)
Audit Fees are fees for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are not marked with a votenormally provided by the auditor in connection with Proposal 2,statutory and regulatory filings or engagements.
The 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 auditors. As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by BDO USA, LLP were pre-approved by the Audit Committee.
One or more representatives of BDO USA, LLP are expected to attend the Annual Meeting, where they will have the opportunity to make a statement, if they so desire, and be voted FORavailable to answer appropriate questions.
2019 Annual Meeting
Stockholder Proposals
We will include in our proxy materials for our 2019 Annual Meeting of Stockholders any stockholder proposals that comply with Rule 14a-8 under the proposal.
OtherExchange Act. Rule 14a-8 requires that we receive such proposals not less than as described in120 days prior to the materialsone-year anniversary of this Proxy Statement, or by December 24, 2018. If 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 authorizationproposal is in compliance with all of the proxiesrequirements set forth in Rule 14a-8 under the Exchange Act, we will vote thereoninclude the stockholder proposal in accordance with their judgment.
NO INCORPORATION BY REFERENCE
Inour proxy statement and place it on the Company’s filings withform of proxy issued for 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 information2019 Annual Meeting. Stockholder proposals submitted for inclusion in our proxy materials 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. Exceptmailed 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'sfollowing address: 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:Secretary, 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/.New York 13413-4991.
Stockholder Nominations of Directors
SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING
ShareholdersAs described in our bylaws, stockholders may submit proposals on matters appropriatebring nominations for shareholder action atdirectors before the Company’s2019 Annual Meetings consistentMeeting only with the regulations adopted by the SECtimely and the By-Laws ofproper notice to the Company. To be considered for inclusion in next year’s Proxy Statement and formtimely, our Corporate Secretary must receive notice of proxy relating tostockholder nominations not more than 90 days nor less than 60 days before the 20172019 Annual Meeting any shareholder proposalsof Stockholders. However, in the event that the Company provides less than 70 days’ notice or prior public disclosure of the date of the 2019 Annual Meeting, stockholders’ notice must be received at the Company’s general offices nonot later than the close of business on December 9, 2016. If a matterthe tenth (10th) day following the date on which the Company gives such notice or makes prior public disclosure. Based on an assumed annual meeting date of June 7, 2019, the deadline for stockholders to provide timely notice of director nominations and/or other items of business is received by February 22, 2017, the Company may include itwill be no earlier than March 9, 2019, and no later than April 8, 2019. Stockholders must mail written notice that complies with all requirements set forth 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 the Annual Meeting of Shareholders, without inclusion of the matter in its Proxy Statement. Proposals should be addressedour bylaws to the attention of:following address: 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.
Other Annual Meeting Business
Pursuant to our bylaws, stockholders may bring items of business before the Annual Meeting outside of the process pursuant to Rule 14a-8 only with timely and proper notice to the Company. To be timely, our Corporate Secretary must receive notice not more than 90 days nor less than 60 days before the 2019 Annual Meeting of Stockholders. However, in the event that the Company provides less than 70 days’ notice or prior public disclosure of the date of the Annual Meeting, stockholders’ notice must be received not later than the close of business on the tenth (10th) day following the date on which the Company gives such notice or makes prior public disclosure. Based on an assumed annual meeting date of June 7, 2019, the deadline for stockholders to provide timely notice of other items of business will be no earlier than March 9, 2019, and no later than April 8, 2019. Stockholders must mail written notice that complies with all requirements set forth in our bylaws to the following address: Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991. We recommend all submissions be sent by Certified Mail — Return Receipt Requested.
By Order of the Board of Directors,
Cathy A. King
Corporate Secretary
| By Order of the Board of Directors, | |
| | |
| Viola A. Murdock | |
| Corporate Secretary | |
April 8, 2016 | | |
April 23, 2018
A copy of our Annual Report on Form 10-K for the year ended December 31, 2017, including financial statements thereto but not including exhibits, as filed with the SEC on March 16, 2018, 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
Casino
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. |
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 windowstoplight.
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Turn left onto Route 365 and followtake the instructions onnext left into 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 YResort.
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
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![[MISSING IMAGE: tv491222_pxycrd1.jpg]](https://capedge.com/proxy/DEF 14A/0001174947-18-000649/tv491222_pxycrd1.jpg)
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.
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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 Proxies submitted by the Internet or telephone must be received by 3:00 a.m., Eastern Time, on May 18,2016. Vote by Internet Go to www.investorvote.com/PAROr scan Bie QR code with your smartphone 0 Follow the steps outlined on the secure website Using a black ink pen, mark your votes with an X as shown in this example Please do not write outside the designated areas Vote by telephone Call toll free 1-8CO-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 QR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.1 Nominees for a term of office to expire at the 2017 Annual Meeting of ShareholdersFor Withhold For Withhold For Withhold 01 - Ronald J Casdano 02 - Paul D. Eurek 03 Dr John W, Sammon 04 Todd E Tyler 05 Cynlhia A. Russo 06 - Karen E. Sammon 07 - Dr. Donald H. Foley For Against Abstain 2. To obla- a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers Non-Voting Items Change of Address — Please print your new address below Comments — Please print your comments below 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 Meeting 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 a corporator, please give your title. When shares are in (he name of more than one person all should sign Ihe proxyDate (mnVdd/yyyy) — Please pnnl date belowSignature 1 — Please keep signature within the boxSignature 2 — Please keep signature wilhin the box
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 T IF YOU HAVE NOT VOTED VIA THE INTERNET QR 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 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 property come before the meeting. 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
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