Sector: Information Technology
PAR TECHNOLOGY CORP · Meeting: May 29, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
As CEO and director since 2018, Savneet Singh has full overlap with a severe 3-year stock decline of -59.7%, which underperforms the company-disclosed peer group median by 35.3 percentage points — well above the 20-point trigger for negative absolute returns — and the 5-year record is equally poor, offering no mitigating long-term track record.
Ms. Crawford joined the board in 2023, giving her roughly two to three years of tenure overlap with the underperformance period; while this is near the 24-month exemption boundary, the 3-year peer underperformance gap of 35.3 percentage points is severe and the 5-year record provides no relief, so the trigger applies.
Mr. Pascal has served since 2021 and has meaningful overlap with the full underperformance period; PAR's stock has lost 59.7% over three years against a peer median decline of only 24.4%, a gap of 35.3 percentage points that far exceeds the policy threshold, and the 5-year comparison is equally poor.
Mr. Rauch has served since 2017 and has complete overlap with the underperformance period; the 35.3-percentage-point gap versus the peer group median over three years triggers a vote against, and the 5-year record of -83.2% versus a peer median of -51.5% (a -31.7pp gap, exceeding the 20pp threshold) confirms sustained underperformance with no long-term mitigant.
Ms. Russo has served since 2015 and has the longest tenure overlap with the underperformance period among all directors; the 3-year and 5-year peer underperformance gaps both exceed the applicable policy thresholds, warranting a vote against.
Mr. Singh (Narinder) has served since 2021 and has meaningful overlap with the full 3-year underperformance window; the stock's 35.3-percentage-point shortfall versus peers over three years, compounded by a similarly poor 5-year record, triggers a vote against.
Mr. Stoffel has served since 2017 and as Board Chairperson since 2023, giving him full accountability for the sustained underperformance; with a 3-year stock return of -59.7% against a peer median of -24.4% and a 5-year return of -83.2% against a peer median of -51.5%, both exceeding the applicable 20-percentage-point thresholds, the policy requires a vote against.
For Analysis
All seven director nominees trigger the policy's TSR underperformance rule. PAR's stock has declined 59.7% over three years while the company-disclosed peer group median fell only 24.4% — a gap of 35.3 percentage points, well above the 20-point threshold applicable when a company has a negative absolute 3-year return. The 5-year picture is equally poor (-83.2% vs. peer median -51.5%, a -31.7pp gap also exceeding the 20pp threshold), so the 5-year mitigant does not apply. Linda Crawford joined in 2023 and is close to the 24-month new-director exemption, but given the severity of the underperformance gap and the fact that her tenure meaningfully overlaps with the period, the trigger still applies. The vote against the full slate reflects sustained, multi-year shareholder value destruction relative to peers, not a transient dip.
CEO
Savneet Singh
Total Comp
$14,164,778
Prior Support
79%%
PAR's CEO received $14.2 million in total compensation in 2025, a very large figure relative to the company's current market capitalization of $551 million — a market cap that has collapsed 76% in one year — and substantially above what would be expected for a CEO at a company of this size in the technology sector. While the company made positive structural changes (introducing multi-year performance stock awards with relative TSR targets and eliminating off-cycle time-only awards in response to shareholder feedback), the pay-for-performance alignment test fails: PAR's stock severely underperformed its peer group (PAR -59.7% vs. peer median -24.4% over three years, a 35-percentage-point gap) while executives received above-benchmark variable compensation including a $9.1 million performance stock award valued at grant. The combination of outsized pay quantum relative to a severely shrunken company and the sustained disconnect between executive pay levels and shareholder outcomes warrants a vote against.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,298,550
Non-Audit Fees
$0
In fiscal year 2025, PAR paid Deloitte & Touche LLP $1,298,550 in audit fees and zero in non-audit fees (tax and other fees were only incurred in 2024), so the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of PAR's size, and no tenure disclosure concern or restatement issue was identified.
This is a difficult ballot for PAR shareholders, dominated by severe and sustained stock underperformance: PAR has lost 59.7% over three years and 83.2% over five years, underperforming its own peer group by more than 35 percentage points on the 3-year measure, which triggers an AGAINST vote for all seven director nominees and contributes to an AGAINST on executive pay. The auditor ratification is straightforward and warrants support given zero non-audit fees in 2025, but shareholders face hard votes on the full board slate and CEO compensation of $14.2 million at a company whose market cap has fallen to $551 million.
20 companies disclosed in 2026 proxy filing
