Cathy A. King
PAR TECHNOLOGYAbout Cathy A. King
Chief Legal Officer (since February 2023) and Corporate Secretary (since July 2016) at PAR Technology Corporation; age 62 as of the 2025 proxy . 2024 short‑term incentive (STI) metrics for Ms. King used Annual Recurring Revenue (ARR) and Non‑GAAP Adjusted EBITDA (Restaurant/Retail segment); actuals were ARR $212.2M and R/R EBITDA ($14.4)M, producing a 150.5% payout of her STI target and a $313,137 cash award . She beneficially owned 93,782 shares as of April 9, 2025 (<1% of shares outstanding), including 29,530 shares subject to currently exercisable options within 60 days; officers must hold stock equal to 1x base salary and retain 50% of net shares until compliant—each NEO was in compliance at the last measurement . Governance signals: anti‑hedging policy, double‑trigger equity provisions on change‑in‑control, and 95.7% 2024 say‑on‑pay support .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PAR Technology Corporation | Chief Legal Officer | Feb 2023–present | — |
| PAR Technology Corporation | Corporate Secretary | Jul 2016–present | — |
| PAR Technology Corporation | Vice President, General Counsel | Jul 2016–Feb 2023 | — |
External Roles
No external public company board roles or outside positions for Ms. King were disclosed in the 2023–2025 proxies (only PAR roles are listed) .
Fixed Compensation
Multi‑year compensation (USD) for Ms. King:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 377,615 | 412,923 | 416,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 518,510 | 599,985 | 799,978 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive Plan (STI) ($) | 242,000 | 167,648 | 313,137 |
| All Other Compensation ($) | 11,692 | 13,464 | 13,914 |
| Total ($) | 1,149,817 | 1,194,020 | 1,543,029 |
Base salary and STI targets:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 416,000 | 416,000 |
| STI Target (% of base) | 50% | 50% |
STI actual (2024):
| Item | 2024 |
|---|---|
| STI Target ($) | 208,000 |
| STI Payout (%) | 150.5% |
| STI Payment ($) | 313,137 |
Performance Compensation
2024 STI design and results for Ms. King:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Annual Recurring Revenue (ARR) | 50% | $190.5M | $211.7M | $254.0M | $212.2M | 51% |
| Non‑GAAP Adjusted EBITDA (Restaurant/Retail Segment) | 50% | ($24.8)M | ($22.5)M | ($15.0)M | ($14.4)M | 100% |
| Combined STI Payout | — | — | — | — | — | 151% (rounded to 150.5%) |
LTI mix for NEOs (non‑CEO): 100% time‑vesting RSUs; Ms. King received 18,256 time‑vesting RSUs on Feb 29, 2024 (grant date fair value $799,978) .
2024 RSU grant terms (vesting):
| Grant | Shares | Vesting Dates |
|---|---|---|
| 2/29/2024 RSUs | 18,256 | 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 |
| 3/3/2023 RSUs | 11,167 | Vests ratably on Mar 1, 2025 and Mar 1, 2026 |
| 3/4/2022 RSUs | 4,508 | Vested Mar 1, 2025 (third tranche) |
Most important performance measures used to link pay and performance: ARR, Total Company Non‑GAAP Adjusted EBITDA, and R/R Segment Non‑GAAP Adjusted EBITDA .
Equity Ownership & Alignment
Beneficial ownership (as of April 9, 2025):
| Item | Amount |
|---|---|
| Shares beneficially owned | 93,782 |
| Percent of class | <1% |
| Options exercisable within 60 days | 29,530 |
Outstanding awards at 12/31/2024 (market values at $72.67 close):
| Award Type | Quantity | Exercise Price | Expiration | Vesting Status | Market Value ($) |
|---|---|---|---|---|---|
| Stock Options | 20,000 | $5.12 | 07/29/2036 | Exercisable | — |
| Stock Options | 3,188 | $22.18 | 08/13/2028 | Exercisable | — |
| Stock Options | 5,382 | $24.87 | 08/08/2029 | Exercisable | — |
| Stock Options | 960 | $35.17 | 08/11/2030 | Exercisable | — |
| Time‑vesting RSUs (3/4/2022) | 4,508 | — | — | Unvested at 12/31/24; vested 3/1/25 | $327,596 |
| Time‑vesting RSUs (3/3/2023) | 11,167 | — | — | Unvested | $811,506 |
| Time‑vesting RSUs (2/29/2024) | 18,256 | — | — | Unvested | $1,326,664 |
2024 vesting and exercises:
| Event | Shares | Value Realized ($) |
|---|---|---|
| RSUs/PRSUs vested in 2024 | 11,924 | 516,553 |
| Options exercised in 2024 | 0 | — |
Alignment policies:
- Stock ownership guidelines: CEO 6x salary; other officers 1x salary; retain at least 50% of net after‑tax shares until compliant; all employed NEOs had achieved compliance at last measurement .
- Anti‑hedging policy prohibits hedging or monetization transactions by employees and officers .
- Double‑trigger change‑in‑control provisions for equity awards; no excise tax gross‑ups; no option repricing .
Employment Terms
Potential payments (estimated as of 12/31/2024) for Ms. King:
| Scenario | Cash Severance Payment ($) | Medical/Welfare Continuation ($) | Equity Acceleration/Continuation ($) | Total ($) |
|---|---|---|---|---|
| Voluntary termination or resignation without Good Reason | 8,000 | — | — | 8,000 |
| Without cause or for Good Reason | 8,000 | — | — | 8,000 |
| Without cause during change‑in‑control protection period | 8,000 | — | 2,465,766 | 2,473,766 |
| Death | 508,000 | — | 2,465,766 | 2,973,766 |
Change‑in‑control equity treatment detail:
- Upon change‑in‑control, a portion of unvested time‑vesting RSUs would fully vest at $1,139,102 .
- Upon termination without cause during the change‑in‑control protection period, a portion of unvested time‑vesting RSUs would fully vest at $1,326,664 .
- Potential payments are governed by grant agreements; no separate employment agreement with severance multiples is disclosed for Ms. King .
Clawback and restrictive policies:
- Clawback and Forfeiture Policy compliant with SEC Rule 10D‑1 and NYSE 303A.14; permits recovery of incentive comp for restatements or injurious conduct .
- Insider Trading Policy governs transactions and prohibits hedging .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total pay $1.54M, with equity grants of $799,978 (RSUs only), STI $313,137; base salary remained flat at $416,000 (no increase from 2023), consistent with committee’s view that salaries were competitive .
- Shift to RSUs: Non‑CEO NEOs receive 100% time‑vesting RSUs for LTI, emphasizing retention and time‑based vesting rather than options or PRSUs (CEO has PRSUs) .
- Pay‑for‑performance: STI tied 50/50 to ARR and segment EBITDA, achieving a 150.5% payout given 2024 actuals; committee adjusted targets mid‑year to reflect M&A/divestiture impacts and maintain challenge .
- Governance guardrails: robust clawback, anti‑hedging, double‑trigger equity provisions; no option repricing or excise tax gross‑ups .
Say‑on‑Pay & Peer Group
- Say‑on‑pay passed with ~95.7% support in 2024, indicating broad shareholder approval of executive pay design .
- 2025 compensation peer group (20 companies) refreshed with revenues $308–$915M and market caps $1.67–$4.47B; used to guide competitiveness, not to target specific percentiles .
Investment Implications
- Alignment: Ms. King’s STI metrics are core operating levers (ARR and segment EBITDA), and she earned a 150.5% payout due to above‑target ARR and strong segment EBITDA, reinforcing pay‑for‑performance linkage .
- Retention vs selling pressure: 2024 saw no option exercises and 11,924 RSUs/PRSUs vesting; combined with 1x salary ownership guideline and 50% net share retention rule (and compliance achieved), near‑term forced selling needs are structurally limited .
- Change‑in‑control economics: No cash severance multiples for Ms. King, but meaningful equity acceleration under double‑trigger scenarios ($1.14M upon CoC; $1.33M upon CoC termination), suggesting equity‑heavy retention incentives tied to continued service .
- Governance quality: Strong shareholder support for pay (95.7%), clawback compliance with Rule 10D‑1, and anti‑hedging policy reduce governance risk and align executive behavior with shareholders .