Par Technology Corp

This management proposal asks shareholders to approve a Second Amended and Restated 2015 Equity Incentive Plan that principally increases the share reserve by 2,000,000 shares, extends the plan term to May 29, 2036, prohibits liberal share recycling, and imposes updated limits and clarifications (including non-employee director compensation limits and anti-repricing protections). Management seeks approval so the Compensation Committee retains capacity to grant equity awards necessary for attraction, retention, and long-term alignment of employees and directors with shareholder interests; the company projects current available shares could be depleted as early as the end of 2026. The proposal includes standard governance protections—clawback/recoupment provisions, anti-repricing without shareholder approval, change-in-control adjustment mechanics, and a prohibition on liberal share recycling—that the Board highlights to mitigate shareholder dilution and abuse. If approved, fully diluted overhang would increase from about 8.4% to approximately 12.3% based on April 8, 2026 figures; the company discloses a three-year average burn rate of 2.2%, which management uses to justify that the requested increase supports roughly one year of awards under expected grant practices. Key plan mechanics retain Board (and Compensation Committee) discretion over award terms, while adding registration and administrative updates; awards remain subject to tax withholding, transfer restrictions, and limits on incentive stock option treatment. The Board frames the amendment as necessary to sustain equity-based compensation programs that support execution of PAR’s SaaS-focused strategy and post-transaction integration activities, noting potential dilution but emphasizing disciplined use of the reserve. From a governance perspective, shareholders should weigh the dilution impact and the plan’s anti-recycling and anti-repricing commitments, along with the Board’s compensation governance (e.g., clawbacks and director limits) and the company’s historical burn and grant practices. The vote is a simple majority of votes cast and, while management recommends FOR, investors may compare the incremental overhang and historical grant cadence against peer practices when assessing the proposal.

This non-binding advisory management proposal asks shareholders to approve the compensation paid to PAR’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory approval to validate its pay-for-performance design, which emphasizes formulaic STI metrics (ARR and Adjusted EBITDA) and long-term equity largely tied to relative TSR (with PRSUs for the CEO and increasing PRSU usage for other NEOs beginning 2026). The company describes significant shareholder engagement after last year’s say-on-pay (which received ~79% support) and outlines changes made in response—such as rebalancing CEO equity to 50% PRSUs/50% time-vesting RSUs, limiting off-cycle grants, and adopting a larger PRSU component for non-CEO NEOs beginning in 2026—to strengthen alignment and retention. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Management recommends a FOR vote on the grounds that the program aligns incentives with long-term shareholder value, includes clawback and ownership guidelines, and reflects investor feedback. Investors evaluating the proposal should consider the mix of pay elements, the use of relative TSR for PRSUs (including its peer-group selection), disclosure quality around target setting and outcomes, and recent actions taken by the Compensation Committee in response to investor outreach. Approval requires a majority of votes cast; a failure to receive support would likely prompt additional shareholder engagement and potential further changes to program design.