Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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PAR TECHNOLOGY CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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April 21, 2020
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PAR Technology Corporation
8383 Seneca Turnpike New Hartford, NY 13413 |
Date:
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Thursday, June 4, 2020.
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Time:
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10:00 a.m. (Eastern Time).
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Virtual Meeting:
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In light of the COVID-19 outbreak, the protocols that federal, state, and local governments have imposed and may impose, and in the best interests of the health and well-being of our stockholders, employees and directors, the Annual Meeting will be a completely virtual meeting; there will be no physical meeting location.
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To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or the voting instruction form. Stockholders will be able to vote and submit questions during the Annual Meeting.
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Place:
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Virtual-only via the Internet at www.virtualshareholdermeeting.com/PAR2020.
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Record Date:
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April 8, 2020.
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Items of Business:
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To elect the five Director nominees named in the accompanying Proxy Statement to serve until the 2021 annual meeting of stockholders;
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To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
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To approve an amendment to our Certificate of Incorporation to increase the authorized shares of common stock from 29,000,000 to 58,000,000;
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To approve an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock issuable under the plan;
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To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2020; and
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To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on Thursday, June 4, 2020 at 10:00 a.m. (Eastern Time). |
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This Notice of 2020 Annual Meeting of Stockholders, Proxy Statement, and 2019 Annual Report on Form 10-K are available at www.proxyvote.com.
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•
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Proposal 1:
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Election of the five Director nominees named in this Proxy Statement to serve until the 2021 Annual Meeting of Stockholders;
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•
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Proposal 2:
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Approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
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•
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Proposal 3:
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Approval of an amendment to our Certificate of Incorporation to increase the authorized shares of common stock from 29,000,000 to 58,000,000;
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•
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Proposal 4:
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Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock issuable under the plan;
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•
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Proposal 5:
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Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2020; and
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•
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Other business, if properly raised.
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By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on June 3, 2020.
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By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on June 3, 2020.
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By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating the proxy card received and returning it in the prepaid envelope.
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During the Annual Meeting. You may vote during the virtual Annual Meeting by going to www.virtualshareholdermeeting/PAR2020.com. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting.
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Submitting another completed and signed proxy card bearing a later date;
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Granting a subsequent proxy by telephone or through the Internet;
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Giving written notice of revocation to PAR Technology Corporation’s Corporate Secretary; and
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Attending the virtual Annual Meeting and voting by following the instructions described in this Proxy Statement. Simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.
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Proposal
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Voting Options
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Vote Required
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Effect of Votes
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1 Election of Directors
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“For” or “Withhold”
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A plurality of votes cast (which means the five Director nominees receiving the most “For” votes will be elected)
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“Withhold” votes and broker non-votes will have no effect on the results
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2 Advisory Vote to Approve the Compensation of our Named Executive Officers
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“For”, “Against” or “Abstain”
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A vote “For” by a majority of votes cast
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Abstentions and broker non-votes will have no effect on the results. This advisory vote on executive compensation is non-binding on the Board
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3 Amendment to our Certificate of Incorporation to Increase the Authorized Shares of Common Stock from 29,000,000 to 58,000,000
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“For”, “Against” or “Abstain”
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A vote “For” by a majority of all outstanding common stock
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Abstentions will have the same effect as a vote against the proposal
Brokers, banks and other nominees have discretionary authority to vote on this proposal |
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4 Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to Increase the Number of Shares of Common Stock Issuable under the Plan
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“For”, “Against” or “Abstain”
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A vote “For” by a majority of votes cast
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Abstentions will have the same effect as a vote against the proposal
Broker non-votes will have no effect on the results |
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5 Ratification of Deloitte & Touche LLP as our Independent Auditors for 2020
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“For”, “Against” or “Abstain”
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A vote “For” by a majority of votes cast
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Abstentions will have no effect on the results of the vote
Brokers, banks and other nominees have discretionary authority to vote on this proposal. |
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Director
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Age
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Director
Since |
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Positions and Offices
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Independent(1)
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Savneet Singh
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36
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2018
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Chief Executive Officer and President of the Company and President of ParTech, Inc.
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No
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Douglas G. Rauch
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68
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2017
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Yes
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Cynthia A. Russo
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50
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2015
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Yes
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John W. Sammon
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81
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1968
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No
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James C. Stoffel
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74
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2017
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Yes
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(1)
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Independent under the listing standards of the New York Stock Exchange (NYSE) and our Corporate Governance Guidelines.
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Name
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Age
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Positions and Offices
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Savneet Singh
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36
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Chief Executive Officer, President, and Director of the Company and President of ParTech, Inc.
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Bryan A. Menar
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44
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Chief Financial Officer and Vice President of the Company
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Matthew R. Cicchinelli
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56
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President of PAR Government Systems Corporation (“PAR Government”) and Rome Research Corporation (“Rome Research”)
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Name
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Audit Committee(1)
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Compensation
Committee(2) |
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Nominating and
Corporate Governance Committee(3) |
Douglas G. Rauch
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X
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X
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Chair
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Cynthia A. Russo
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Chair
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X
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X
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James C. Stoffel
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X
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Chair
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X
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Total Meetings in 2019
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4
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9
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4
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(1)
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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.
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(2),(3)
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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.
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Reviewing and approving the goals and objectives relevant to our Chief Executive Officer’s compensation and, either as a Committee or (to the extent applicable) with the other independent Directors, determining and approving our Chief Executive Officer’s compensation;
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Reviewing, making recommendations to the Board, and overseeing the administration of our compensatory programs, including incentive compensation arrangements;
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Reviewing and approving compensation of our executive officers; and
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Reviewing and recommending to the Board the compensation for our non-employee Directors.
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Perform an assessment as to the competitiveness of our executive compensation including total cash compensation (base salary and short-term incentive compensation (cash bonus)) and equity compensation (including structural considerations, equity components and performance matrices), relative to our peer group and broader survey data;
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Advise on amendments to our long-term equity incentive plan;
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Perform a non-employee director compensation review;
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Provide legislative and regulatory updates; and
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Provide additional assistance, as requested by the Committee, in analyzing and determining senior officer compensation.
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Identifying and recommending qualified nominees for election to the Board;
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Developing and recommending to the Board a set of corporate governance principles — our Corporate Governance Guidelines; and
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Maintaining, monitoring compliance with, and recommending modifications to, our Code of Conduct.
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Business leadership with special expertise;
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Skills in areas of perceived need from time to time, which may include government contracting, transportation, technology finance and marketing;
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Lack of existing and future commitments that could materially interfere with the member’s obligations to the Company;
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Skills compatible with our business objectives;
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Substantial experience outside of the business community, including in the public, academic or scientific communities;
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Character and integrity;
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Inquiring mind and vision;
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Critical temperament; and
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Ability to work well with others.
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Direct oversight of our independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the scope and fees of the annual audit and any other services, including review, attest, and non-audit services;
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Reviewing and discussing the internal audit process, scope of activities and audit results with internal audit;
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Reviewing and discussing our quarterly and annual financial statements and earnings releases with management and the independent auditor;
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Recommending to the Board that our audited financial statements be included in our Annual Reports on Form 10-K;
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Overseeing and monitoring our internal control over financial reporting;
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Assisting the Board in oversight of our systems, data security and compliance with legal and regulatory matters;
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Reviewing and discussing with management its guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures, including the nature and level of risk appropriate for the Company and management’s strategies and mitigation efforts; and
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Preparing the Audit Committee report required by SEC rules (which is included below).
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Cynthia Russo (Chair)
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Douglas G. Rauch
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James C. Stoffel
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
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Percent of Class
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Directors
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John W. Sammon
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2,106,214(1)
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11.5%
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Savneet Singh
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See holdings below
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*
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Douglas G. Rauch
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10,725
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*
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Cynthia A. Russo
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30,985
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*
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James C. Stoffel
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10,725
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*
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Named Executive Officers
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Savneet Singh
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81,501
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*
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Bryan A. Menar
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27,396(2)
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*
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Matthew R. Cicchinelli
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22,502(3)
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*
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All Directors and current executive officers as a group (7 persons)
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2,290,048
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12.6%
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*
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Less than 1%
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(1)
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See footnote (1) to the “Stock Ownership of Certain Beneficial Owners” table below.
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(2)
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Includes 21,062 shares subject to a currently exercisable stock option.
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(3)
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Includes 3,062 shares subject to a currently exercisable stock option.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
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Percent of Class
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John W. Sammon
c/o PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413-4991 |
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2,106,214(1)
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11.5%
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(1)
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Based on a Schedule 13G/A filed with the SEC on January 27, 2020 by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership. Mr. Sammon reports sole voting power with respect to 1,201,618 shares, sole dispositive power with respect to 1,198,552 shares, and shared voting and dispositive power with his wife, Deanna D. Sammon with respect to 874,196 shares; this amount for Mr. Sammon includes 3,066 shares of restricted stock that vest on the earlier of June 10, 2020 and the date of the 2020 Annual Meeting, and for which Mr. Sammon has voting, but not dispositive power. Mrs. Sammon reports sole voting and dispositive power with respect to 30,400 shares and shared voting and shared dispositive power with her husband, Mr. Sammon with respect to 874,196 shares. J.W. Sammon Corp. reports sole voting and dispositive power with respect to 874,096 shares. Sammon Family Limited Partnership reports sole voting and dispositive power with respect to 862,096 shares held directly by the Sammon Family Limited Partnership. J.W. Sammon Corp. is the sole general partner of the Sammon Family Limited Partnership. Mr. and Mrs. Sammon are officers and 50% shareholders of J.W. Sammon Corp. Mr. Sammon disclaims beneficial ownership of 30,400 shares held directly by Mrs. Sammon. Mrs. Sammon disclaims beneficial ownership of 1,201,618 shares beneficially owned by Mr. Sammon.
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Position
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Cash Retainer (Board & Committee)
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Non-Employee Director
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$40,000
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Lead Director
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$18,000
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Audit Committee, Chair
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$18,000
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Audit Committee, Member
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$9,000
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Compensation Committee, Chair
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$10,000
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Compensation Committee, Member
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$5,000
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Nominating & Corporate Governance Committee, Chair
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$7,500
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Nominating & Corporate Governance Committee, Member
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$3,750
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Name of Director
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Fees Earned or Paid in
Cash ($)(1) |
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Stock
Awards ($)(2) |
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All Other Compensation ($)
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Total ($)
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Douglas G. Rauch
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51,944
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90,000
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—
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141,944
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Cynthia A. Russo
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61,149
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90,000
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—
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151,149
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John W. Sammon
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46,250
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90,000
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—
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136,250
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James C. Stoffel
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58,572
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90,000
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—
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148,572
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(1)
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Compensation is pro-rated for the number of days served on the Board and in any particular role or committee, as applicable. Mr. Stoffel assumed the role of Lead Director from Ms. Russo in September 2019.
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(2)
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This column includes the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) with respect to stock awards made to non-employee Directors in 2019. Assumptions made in the valuation are discussed in Note 10 to the Company’s 2019 Consolidated Financial Statements included in the Company’s Annual Report on 10-K filed with the SEC on March 16, 2020. Each non-employee director had 3,066 shares of unvested restricted stock outstanding at December 31, 2019.
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Named Executive Officers
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Positions and Offices
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Savneet Singh
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Chief Executive Officer and President of the Company and President of ParTech, Inc., effective March 22, 2019 (1)
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Bryan A. Menar
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Chief Financial Officer and Vice President of the Company
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Matthew R. Cicchinelli
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President of PAR Government Systems Corporation and Rome Research Corporation
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(1)
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Mr. Singh served as Interim Chief Executive Officer and President of the Company and Interim President of ParTech, Inc. from December 2018 until March 22, 2019.
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•
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Pay for Performance, our short-term (annual performance-based, cash bonus (“STI”) and long-term (equity awards (“LTI”)) incentive programs create a strong relationship between compensation and performance; payment of annual STI bonuses is tied to the achievement of financial performance metrics and individual performance against behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality, and vesting of LTI equity awards depends on the performance of our common stock; and
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•
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Competitive Compensation, we provide compensation opportunities that take into account compensation levels and practices of our peers, but without targeting any specific percentile of relative compensation; instead our compensation program is designed to reward top performers in a highly competitive market for talent and align their interests with the interests of our stockholders.
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•
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the base salary of Savneet Singh, our CEO, was increased in March 2019, pursuant to his March 22, 2019 employment agreement and the base salaries of other named executive officers, Bryan Menar, our CFO, and Matt Cicchinelli, President of PAR Government, were not changed;
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•
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our short-term and long-term incentive programs were modified to create a stronger relationship of pay to performance;
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•
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each of Messrs. Singh, Menar and Cicchinelli participated in our 2019 short-term incentive program; and
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•
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Mr. Singh was awarded equity pursuant to his March 22, 2019 employment agreement and Messrs. Menar and Cicchinelli were awarded equity pursuant to our 2019 long-term incentive program.
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Named Executive Officer
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Target STI as percentage of earned base salary
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Savneet Singh
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90%
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Bryan A. Menar
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40%
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Matthew R. Cicchinelli
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55%
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Performance Goals
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Corporate
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Brink
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Core
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PAR Government
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Individual Goals
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Target Performance
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Consolidated
Adjusted EBITDA(1) |
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Annual
recurring revenue |
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Profit
before tax(2) |
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Net income
before taxes |
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Individual
performance goals tied to Company goals |
Weighting of Each Performance Metric
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Savneet Singh
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16.67%
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16.67%
|
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16.66%
|
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—
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50%
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Bryan A. Menar
|
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16.67%
|
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16.67%
|
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16.66%
|
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—
|
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50%
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Matthew R. Cicchinelli
|
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—
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—
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—
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100%
|
| |
—
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(1)
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Corporate/Consolidated Non-GAAP Adjusted EBITDA is our net income/(loss), excluding net interest, amortization of identifiable intangible assets, depreciation of fixed assets and income taxes as shown in our Consolidated Statement of Operations in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2020, excluding extraordinary items such as financial performance attributable to recent acquisitions and costs related to recent divestitures not considered within the 2019 Annual Operating Plan performance targets.
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(2)
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CORE/ Profit before tax, is that business line’s respective profit before tax excluding indirect allocated costs from corporate home office and support shared services.
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STI Level of
Achievement |
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Corporate –
Consolidated Adjusted EBITDA: |
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Brink –
Annual recurring revenue |
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Core –
Profit before tax |
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PAR
Government – Net income before tax |
Threshold
|
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$186,300
|
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$18.7 million
|
| |
$9.4 million
|
| |
$6.30 million
|
Target
|
| |
$207,000
|
| |
$20.8 million
|
| |
$10.4 million
|
| |
$7.01 million
|
Maximum
|
| |
$248,400
|
| |
$25.0 million
|
| |
$12.5 million
|
| |
$8.40 million
|
Actual Performance Achieved
|
| |
$(2.7 million)
|
| |
$18.9 million
|
| |
$10.9 million
|
| |
$5.35 million
|
Named Executive Officer
|
| |
STI Payout ($)
|
| |
STI Payout as a
percent of target achieved (%) |
| |
STI Payout as a
percent of earned base salary (%) |
Savneet Singh
|
| |
448,862
|
| |
102.6
|
| |
92.3
|
|
| |
|
| |
|
| |
|
Bryan A. Menar
|
| |
115,173
|
| |
106.2
|
| |
42.5
|
|
| |
|
| |
|
| |
|
Matthew R. Cicchinelli
|
| |
—
|
| |
0
|
| |
0
|
Name
|
| |
Time Vesting
Restricted Stock |
| |
Performance
Vesting Restricted Stock (Target) |
| |
Non-Qualified Stock
Options |
Bryan A. Menar
|
| |
1,005
|
| |
1,608
|
| |
5,382
|
Matthew R. Cicchinelli
|
| |
753
|
| |
1,206
|
| |
4,036
|
Company’s TSR Relative to the Russell 2000 Index
|
| |
Percent of Performance Vesting
Restricted Stock to Vest (“payout percentage”) |
At or above 75th percentile
|
| |
150%
|
At or between 50th – 74th percentile
|
| |
100%
|
At or between 25th – 49th percentile
|
| |
25%
|
At or between 0 – 24th percentile
|
| |
0%
|
Name and Principal
Position (a) |
| |
Year
(b) |
| |
Salary
($) (c) |
| |
Bonus
($) (d) |
| |
Stock
Awards ($) (e) |
| |
Option
Awards ($) (f) |
| |
Non- Equity
Incentive Plan Compensation ($) (g) |
| |
Non-
Qualified Deferred Compensation Earnings ($) (h) |
| |
All Other
Compensation ($) (i) |
| |
Total
($) (j) |
Savneet Singh,
CEO and President |
| |
2019
|
| |
485,939
|
| |
—
|
| |
2,450,400
|
| |
—
|
| |
448,878
|
| |
—
|
| |
29,388
|
| |
3,414,605
|
|
2018
|
| |
30,595
|
| |
—
|
| |
96,850
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
127,445
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Bryan A. Menar,
Chief Financial and Accounting Officer, Vice President |
| |
2019
|
| |
271,000
|
| |
—
|
| |
65,000
|
| |
35,000
|
| |
113,159
|
| |
—
|
| |
4,891
|
| |
489,050
|
|
2018
|
| |
260,169
|
| |
32,500
|
| |
48,750
|
| |
26,250
|
| |
—
|
| |
—
|
| |
2,438
|
| |
370,107
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Matthew R. Cicchinelli,
President, PAR Government Systems Corporation and Rome Research Corporation |
| |
2019
|
| |
247,000
|
| |
37,304
|
| |
299,850
|
| |
26,250
|
| |
—
|
| |
—
|
| |
3,081
|
| |
613,485
|
|
2018
|
| |
244,827
|
| |
16,768
|
| |
48,750
|
| |
26,250
|
| |
121,750
|
| |
—
|
| |
3,031
|
| |
461,376
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock that Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
| |
Equity
Incentive Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) |
||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
Savneet Singh
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
20,000(2)
|
| |
614,800
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
16,000(3)
|
| |
491,840
|
| |
64,000(3)
|
| |
1,967,360
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
Bryan A. Menar
|
| |
—
|
| |
5,382(4)
|
| |
24.87
|
| |
8/09/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
1,062
|
| |
2,126(5)
|
| |
22.18
|
| |
8/13/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
20,000
|
| |
20,000(6)
|
| |
8.90
|
| |
12/08/27
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
670(8)
|
| |
20,596
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,608(9)
|
| |
49,430
|
| |
|
| |
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
282(11)
|
| |
8,669
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
418
|
| |
12,849
|
| |
902(12)
|
| |
27,727
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,500(13)
|
| |
46,110
|
Matthew R. Cicchinelli
|
| |
—
|
| |
4,036(4)
|
| |
24.87
|
| |
8/09/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
1,062
|
| |
2,126(5)
|
| |
22.18
|
| |
8/13/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
2,000(7)
|
| |
—
|
| |
4.80
|
| |
1/9/24
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
502(8)
|
| |
15,431
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,206(9)
|
| |
37,072
|
|
| |
|
| |
|
| |
|
| |
|
| |
7,500(10)
|
| |
230,550
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
282(11)
|
| |
8,669
|
| |
—
|
| |
—
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
418
|
| |
12,849
|
| |
902(12)
|
| |
27,727
|
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,667(13)
|
| |
51,244
|
1.
|
The dollar amounts reflect the market value of the shares based on the closing price of our common stock on December 31, 2019 ($30.74).
|
2.
|
These shares of restricted stock were granted on March 27, 2019 and vest and are distributable on March 31, 2020.
|
3.
|
These shares of performance vesting restricted stock were granted on May 13, 2019, and vest on such date or dates as our Compensation Committee certifies the achievement of performance goals, including the percentage of achievement; and, to the extent vested, are distributable in equal installments on March 31, 2020, March 31, 2021 and March 31, 2022.
|
4.
|
This option was granted on August 9, 2019 and vests ratably over three years on the anniversary of the date of grant.
|
5.
|
This option was granted on August 13, 2018 and vests ratably over three years on the anniversary of the date of grant.
|
6.
|
This option was granted on December 8, 2017 and vests ratably over four years on the anniversary of the date of grant.
|
7.
|
This option was granted on January 9, 2014 and vested ratably over three years on the anniversary of the date of grant.
|
8.
|
These shares of time vesting restricted stock were granted on August 9, 2019 and vest ratably December 31, 2019, 2020 and 2021.
|
9.
|
These shares of performance vesting restricted stock were granted on August 9, 2019 and vest ratably December 31, 2019, 2020 and 2021 subject to attaining annual performance targets.
|
10.
|
These shares of time vesting restricted stock were granted on May 10, 2019 and vest as follows: 2,500 shares on the date of grant, 2,500 shares on January 1, 2020 and 5,000 shares on January 1, 2021.
|
11.
|
These shares of time vesting restricted stock were granted on August 13, 2018 and vest ratably on December 31, 2018, 2019 and 2020.
|
12.
|
These shares of performance vesting restricted stock were granted on August 13, 2018 and vest on December 31, 2020 subject to attaining annual performance targets for the years ending December 31, 2018, 2019 and 2020. The number of shares assumes that performance goals for the remaining vesting dates will be achieved.
|
These shares of performance vesting restricted stock were granted on December 8, 2017 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 for such missed performance year are eligible for recapture. The shares of restricted stock for a 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 such performance years. The recapture right is only available in the immediately subsequent performance year; provided, in the case of the last performance year, if the performance target for the last performance year is not met, the shares of restricted stock for that last performance year may be recaptured if the cumulative actual performance for the three (3) performance years exceeds the cumulative performance targets for the three (3) performance years. None of the shares were eligible to vest based on performance.
|
|
| |
December 31,
2017 |
| |
December 31,
2018 |
| |
December 31,
2019 |
| |
April 8, 2020
(with 700,000 additional shares) |
Shares reserved for future awards under Current Plan
|
| |
555,437
|
| |
378,194
|
| |
1,127,717
|
| |
860,243
|
Outstanding, but unexercised stock options
|
| |
761,141
|
| |
677,840
|
| |
365,693
|
| |
951,681
|
Unvested restricted stock outstanding
|
| |
158,574
|
| |
193,342
|
| |
65,494
|
| |
415,931
|
Total shares of common stock outstanding
|
| |
15,969,085
|
| |
16,171,879
|
| |
16,629,177
|
| |
18,243,672
|
Total dilution
|
| |
9.24%
|
| |
7.73%
|
| |
9.38%
|
| |
12.21%
|
(Shares are stated in thousands)
|
| |
2017
|
| |
2018
|
| |
2019
|
Weighted Average Number of Shares of Common Stock Outstanding
|
| |
15,949
|
| |
16,041
|
| |
16,223
|
Stock Options Granted
|
| |
149
|
| |
104
|
| |
123
|
Restricted Stock Granted
|
| |
92
|
| |
79
|
| |
149
|
Adjusted Total(1)
|
| |
333
|
| |
262
|
| |
421
|
Granted Stock Options and Restricted Stock Burn Rate
|
| |
2.1%
|
| |
1.6%
|
| |
2.6%
|
3-year average (adjusted) Burn Rate 2.1%
|
| |
|
| |
|
| |
|
(1)
|
Adjusted total reflects that ISS considers full-value awards to be more valuable than stock options. The adjustment is made based on the Company’s annual stock price volatility, such that 1 full value award will count as 2 option shares.
|
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
|
| |
410,043
|
| |
$14.50
|
| |
$1,127,717(1)
|
Equity compensation plans not approved by security holders
|
| |
67,273(2)
|
| |
—
|
| |
—
|
Total
|
| |
477,316
|
| |
$12.45
|
| |
$1,127,717
|
(1)
|
This total reflects those shares available for issuance under the Amended and Restated PAR Technology Corporation 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.
|
(2)
|
Reflects restricted stock units issued by us in connection with our assumption of awards granted by Restaurant Magic to its employees and contractors prior to the closing of our acquisition of Restaurant Magic in December 2019. The restricted stock units vest in equal annual installments over three (3) years, subject to continued service requirements.
|
•
|
Karen E. Sammon, a member of the immediate family of John W. Sammon, a Director and a beneficial owner of more than 10% of our common stock, served in the role of Chief of Staff of the Company from April 2017 until March 2019. Ms. Sammon’s total compensation for 2018 was $405,750, comprised of a base salary of $300,000, 3,098 shares of restricted stock, and a non-qualified stock option to purchase 4,495 shares of our common stock. Of the shares of restricted stock granted to Ms. Sammon in 2018, 1,191 shares vested ratably on December 31, 2018, December 31, 2019, and December 31, 2020 subject to Ms. Sammon’s continued employment with the Company on the applicable vesting dates, and 1,907 shares vest on December 31, 2020 to the extent annual performance targets are achieved; the non-qualified stock option vests ratably over three years beginning on the one-year anniversary of the date of grant, for an exercise price of $22.18 per share. The aggregate grant date fair value of equity awards granted to Ms. Sammon in 2018 was $105,750. In connection with Ms. Sammon’s departure from the Company in March 2019, the Company entered into an agreement with Ms. Sammon; in consideration of a general release of claims in favor of the Company, we agreed to pay Ms. Sammon $138,461, payable in equal amounts in accordance with the Company’s normal payroll cycle, permit Ms. Sammon to vest in the remaining 33.33% of her May 5, 2016 stock option (16,667 shares), permit Ms. Sammon to vest on December 31, 2020 in 33.33% of the performance vesting shares of restricted stock granted to Ms. Sammon in August 2018 linked to the
|
•
|
John W. Sammon, III, a member of the immediate family of John W. Sammon, became an employee of ParTech, Inc. on October 13, 2014, serving as General Manager & Senior Vice President, SureCheck, until his departure from the Company in September 2018. Mr. Sammon’s total compensation for 2018 was $183,164, comprised of a base salary of $138,164, 1,318 shares of restricted stock, and a non-qualified stock option to purchase 1,913 shares of our common stock. Of the shares of restricted stock granted to Mr. Sammon in 2018, 507 shares vested ratably on December 31, 2018, December 31, 2019, and December 31, 2020 subject to Mr. Sammon’s continued employment with the Company on the applicable vesting dates, and 811 shares vest on December 31, 2020 to the extent annual performance targets are achieved; the non-qualified stock option vests ratably over three years beginning on the one-year anniversary of the date of grant, for an exercise price of $22.18 per share. The aggregate grant date fair value of equity awards granted to Mr. Sammon in 2018 was $45,000. In connection with Mr. Sammon’s departure, all unvested equity awards were forfeited and, in consideration of a general release of claims in favor of the Company, the Company paid Mr. Sammon $47,307.
|
•
|
During 2018, Karen E. Sammon and John W. Sammon, III were the principals of Sammon and Sammon, LLC, doing business as Paragon Racquet Club. For a portion of 2018, Paragon Racquet Club leased a building from us on a month-to-month basis at the base rate of $9,775 per month (or an aggregate annual amount of $39,100) and provided complimentary memberships to the Company’s local employees, which were valued at $6,350. Expenses related to the facility were $74,000 during 2018. The Nominating and Corporate Governance Committee reviewed this arrangement and, after consulting with Ms. Sammon and Mr. Sammon, terminated this arrangement as of April 30, 2018.
|
|
| |
Fiscal Year Ended
|
|||
Type of Fees
|
| |
2019
|
| |
2018
|
Audit Fees(1)
|
| |
$717,530
|
| |
$716,965
|
|
| |
|
| |
|
Audit-Related Fees
|
| |
|
| |
|
|
| |
|
| |
|
Tax Fees
|
| |
|
| |
|
All Other Fees
|
| |
|
| |
|
Total:
|
| |
$717,530
|
| |
$716,965
|
(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 normally provided by the auditor in connection with statutory and regulatory filings or engagements. For the year ended December 31, 2019, this included fees related to a comfort letter and consents issued for certain registration statements.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Cathy A. King
|
|
| |
Corporate Secretary
|
April 21, 2020
|
| |
|
1.
|
The name of the corporation is PAR Technology Corporation (the “Corporation”).
|
2.
|
The Certificate of Incorporation of the Corporation is hereby amended as follows:
|
|
| |
|
|
| |
Savneet Singh, Chief Executive Officer and President
|