Bryan A. Menar
PAR TECHNOLOGYAbout Bryan A. Menar
Bryan A. Menar (age 49) is PAR Technology’s Chief Financial Officer, serving since January 2017; he also served as Chief Accounting Officer until March 1, 2023 . Company performance under his finance leadership includes strong equity-linked outcomes: 2024 cumulative TSR value rose to 236.40 (from 141.64 in 2023) and Non-GAAP Adjusted EBITDA improved to $(6.35) million in 2024 from $(25.78) million in 2023 . Revenues increased from $232.6 million in FY 2017 to $350.0 million in FY 2024, while GAAP EBITDA remained negative but improved compared to prior years (see table; EBITDA values marked with * are from S&P Global) [GetFinancials: Revenues citations embedded; EBITDA*].
| Metric | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | $232,605,000 ] | $201,246,000 ] | $187,232,000 ] | $213,786,000 ] | $282,876,000 ] | $262,347,000 ] | $276,714,000 ] | $349,982,000 ] |
| EBITDA ($USD) | $1,212,000* | $(4,410,000)* | $(11,230,000)* | $(23,915,000)* | $(54,249,000)* | $(69,472,000)* | $(76,854,000)* | $(67,767,000)* |
Values marked with * were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PAR Technology Corporation | Chief Financial Officer | Jan 2017–present | Principal Financial Officer on SEC filings; certifications and execution of financial reporting |
| PAR Technology Corporation | Chief Accounting Officer (also CFO) | Until Mar 1, 2023 | Oversight of accounting and controls |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in the proxy statements for Menar |
Fixed Compensation
Multi-year compensation and pay design for the CFO shows an unchanged base salary in 2024 and a higher STI target introduced in 2023.
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $379,713 | $412,923 | $416,000 |
| STI Target (% of Base) | 50% | 65% | 65% |
| Actual STI Paid ($) | $242,000 | $217,942 | $407,078 |
| All Other Compensation ($) | $10,231 | $10,710 | $11,160 (includes 401(k) match $10,350 and life insurance premiums $810) |
Performance Compensation
Annual cash incentive metrics, weightings, targets, results, and payouts for 2024 were formulaic and tied to ARR and segment Adjusted EBITDA.
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Annual Recurring Revenue (ARR) ($) | 50% | $190.5M | $211.7M | $254.0M | $212.2M | 51% (weighted) |
| Non-GAAP Adjusted EBITDA (Restaurant/Retail segment) ($) | 50% | $(24.8)M | $(22.5)M | $(15.0)M | $(14.4)M | 100% (weighted) |
| Combined STI Payout (% of base) | — | — | — | — | — | 150.5% of base ($407,078 on $270,000 STI target) |
Notes: The Compensation Committee adjusted 2024 ARR and EBITDA targets in September 2024 to reflect acquisitions/divestitures; absent adjustments, ARR and EBITDA performance would have been at maximum .
Long-term incentives:
- 2024 LTI grant: $1,000,000 time-vesting RSUs, 22,820 shares; vests ratably on Mar 1, 2025/2026/2027 .
- 2023 LTI grant: 16,750 time-vesting RSUs; vests ratably on Mar 1, 2024/2025/2026 .
Equity Ownership & Alignment
Ownership, vesting status, and option positions indicate meaningful skin-in-the-game and ongoing vesting through 2027.
| Item | Detail |
|---|---|
| Beneficial ownership | 106,051 shares; less than 1% of class; includes 34,570 shares subject to currently exercisable options or options exercisable within 60 days |
| Unvested RSUs at 12/31/2024 | 4,074 (granted 3/4/22); 11,167 (granted 3/3/23); 22,820 (granted 2/29/24) |
| Options (exercisable) | 26,000 @ $8.82 exp 12/08/2027; 3,188 @ $22.18 exp 08/13/2028; 5,382 @ $24.87 exp 08/08/2029 |
| 2024 vesting/exercises | Options exercised: 8,500 ($308,231 value realized); RSUs vested: 11,177 ($483,718 value realized) |
| Ownership guidelines | Executives must own stock equal to 1x base salary; until compliant, must retain at least 50% of net-after-tax shares from equity vesting; NEOs (including CFO) had achieved compliance at last measurement |
| Hedging/pledging | Hedging and monetization transactions prohibited; pledging not explicitly disclosed |
Employment Terms
The proxy discloses potential payments under separation and change-of-control scenarios; CFO’s severance is limited, with value primarily from equity acceleration.
| Scenario | Cash Severance Payment ($) | Medical/Welfare Continuation ($) | Equity Acceleration/Continuation ($) | Total ($) |
|---|---|---|---|---|
| Voluntary termination/resignation w/o good reason | $8,000 | — | — | $8,000 |
| Termination without cause or for good reason | $8,000 | — | — | $8,000 |
| Termination without cause during change-of-control protection period | $8,000 | — | $2,765,893 | $2,773,893 |
| Death | $924,000 (life insurance) | — | $2,765,893 | $3,689,893 |
Change-in-control terms: A portion of CFO’s unvested time-vesting RSUs fully vests upon change-of-control ($1,107,563 value); and upon termination without cause during the protection period, a larger portion vests ($1,658,329 value) . Company-wide policies include a robust clawback covering cash and equity incentives for restatements and misconduct, double-trigger equity vesting for awards after June 1, 2023, and no excise tax gross-ups .
Compensation Peer Group (Benchmarking)
PAR updated its peer group in September 2024 to a 20-company set with revenues $308–$915 million and market caps $1.67–$4.47 billion; it does not target a specific percentile relative to peers. 2025 peer group includes Agilysys, AvidXchange, Fastly, Flywire, Jamf, JFrog, LiveRamp, MeridianLink, N-able, nCino, PagerDuty, Progress Software, PROS, Q2 Holdings, Sprout Social, Verint, Workiva, Zuora, EverCommerce, and E2open . The Compensation Committee and FW Cook use peer data as a market check, not a prescriptive target .
Say-on-Pay & Shareholder Feedback
2024 Say-on-Pay received approximately 95.7% approval, and the Compensation Committee incorporates shareholder feedback through engagement in its decisions .
Investment Implications
- Alignment: High equity ownership, ongoing RSU vesting through 2027, and strict stock ownership guidelines create strong alignment; anti-hedging rules reduce misalignment risk .
- Incentive design: CFO’s STI tied to ARR and segment Adjusted EBITDA produced a 150.5% payout in 2024; the Committee adjusted targets for M&A portfolio changes, preserving rigor while reflecting business mix shifts .
- Retention: CFO’s cash severance is minimal; retention hinges on unvested equity (notably RSUs) and value at risk under change-of-control scenarios—supporting continuity but concentrating incentives in equity .
- Trading signals: 2024 option exercises (8,500) and RSU vesting events imply potential selling to cover tax obligations; monitor Form 4 filings around March/quarter ends for vesting-related sales pressure .
- Execution track record: Under current leadership, TSR strengthened in 2024 and Non-GAAP Adjusted EBITDA improved, while revenue scale expanded; continued progress on ARR and profitability metrics directly influence CFO incentive outcomes and equity valuation .