Cynthia A. Russo
PAR TECHNOLOGYAbout Cynthia A. Russo
Independent director at PAR since 2015, age 55, and Audit Committee Chair with Compensation Committee membership. She is designated an “audit committee financial expert,” and is a certified public accountant and certified internal auditor, bringing 25+ years of finance and operations experience at global SaaS and technology companies .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| MICROS Systems, Inc. | EVP & CFO; senior finance roles | 19 years; through Sept 2014 (acquired by Oracle) | Led finance at public enterprise software/services provider to retail/hospitality; extensive operational and risk management experience . |
| Cvent, Inc. (Nasdaq: CVT) | EVP & CFO | Sept 2015 – Sept 2018 | Cloud-based enterprise event management; public company governance experience . |
| Optoro, Inc. | Interim CFO | Mar 2021 – Sept 2022 | Reverse logistics tech; hands-on operating finance leadership . |
| Canvas Solutions (GoCanvas) | CFO Operating Partner | Sept 2023 – Jun 2024 | SaaS field operations; exited via sale June 2024 . |
External Roles
| Organization | Role | Tenure | Committees/Chair |
|---|---|---|---|
| Verra Mobility Corporation (Nasdaq: VRRM) | Director | Since Jun 2019 | Audit and Compensation Committees . |
| Verifone, Inc. (private) | Director | Since Feb 2021 | Audit Committee Chair . |
| UserTesting, Inc. (NYSE: USER) | Director (sold to Thoma Bravo/Sunstone) | Feb 2021 – Jan 2023 | Audit and Compensation Committees . |
| K1 Investment Management portfolio: SimPRO | CFO Operating Partner | Since Nov 2023 | Field service management SaaS . |
| K1 Investment Management portfolio: Panopto | CFO Operating Partner | Since Dec 2024 | AI video learning platform . |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation Committee; designated audit committee financial expert under Item 407(d)(5)(ii) .
- Independence: Board determined Russo is independent under NYSE and company standards; all Audit and Compensation Committee members meet heightened independence requirements .
- Attendance: Board held 15 meetings in 2024; each director attended at least 75% of Board/committee meetings for their service period; all directors attended the 2024 annual meeting .
- Audit Committee oversight: 9 meetings in 2024; oversees financial reporting integrity, internal control over financial reporting, enterprise risk, cybersecurity, and related-party transactions .
- Compensation Committee oversight: 6 meetings in 2024; oversees executive and director pay, HCM strategy; engages independent consultant FW Cook for benchmarking and policy guidance .
- Board leadership: Independent Chairman since June 1, 2023; presides over executive sessions without management and engages directly with shareholders .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 69,615 | Cash retainer and committee roles, prorated for service . |
| Stock Awards (Grant-Date Fair Value) | 174,978 | Annual RSU award valued at $175,000; 3,395 RSUs granted Aug 12, 2024 . |
| Total | 244,593 | Sum of cash and stock awards . |
| 2024 Non-Employee Director Compensation Schedule | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 40,000 | Paid quarterly in arrears . |
| Audit Committee Chair | 20,000 | Chair retainer . |
| Compensation Committee Member | 7,500 | Non-chair member retainer . |
| Meeting Fees | — | None (no per-meeting fees) . |
| Annual Equity Grant (RSUs) | 175,000 | Grants subject to time-based vesting; no options granted in 2024 . |
| 2024 Director RSU Grant Details | Value/Quantity | Vesting |
|---|---|---|
| RSUs Granted | 3,395 | Vest on earlier of Aug 12, 2025 or date of 2025 Annual Meeting, subject to service . |
| Grant Date Close Price | $51.54 | Used for FASB ASC 718 valuation . |
| Plan | 2015 Equity Incentive Plan | Non-employee director awards . |
Performance Compensation
| Performance Metric Structure | Disclosure |
|---|---|
| Director equity awards | Time-vesting RSUs only; no performance conditions or meeting fees for directors . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Verra Mobility (VRRM) | Director; Audit and Compensation Committees | No PAR-related party transactions disclosed involving Russo . |
| Verifone (private) | Director; Audit Chair | Payments/relationships with PAR not disclosed; no related-party items involving Russo reported . |
| UserTesting (prior) | Director | Prior role ended Jan 2023; no PAR related-party items involving Russo reported . |
- Related-party transactions: 2024 disclosures involved PAR Act III (director Keith Pascal) and employment of Pascal’s son; no transactions involving Russo were disclosed .
Expertise & Qualifications
- Certified Public Accountant and Certified Internal Auditor; designated audit committee financial expert; deep financial, risk management, and cybersecurity oversight experience aligned with Audit Committee remit .
- 25+ years in finance/operations at global SaaS and technology companies; senior public company CFO experience (MICROS, Cvent) .
- Public company governance experience across multiple boards and committees (audit, compensation) .
Equity Ownership
| Beneficial Ownership (as of Apr 9, 2025) | Shares | Percent of Class |
|---|---|---|
| Cynthia A. Russo | 48,720 | <1% . |
| Unvested Director RSUs (Dec 31, 2024) | Quantity | Vesting |
|---|---|---|
| Unvested RSUs | 3,395 | Vest on earlier of Aug 12, 2025 or Annual Meeting . |
| Ownership Alignment Policies | Requirement/Status |
|---|---|
| Director Stock Ownership Guidelines | 3x annual cash retainer; achieve within 5 years; all non-employee directors, including Russo, met guidelines as of Dec 31, 2024 . |
| Anti-Hedging Policy | Hedging/monetization transactions prohibited for directors . |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Acquired | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-06-12 | 2025-06-13 | Award (A) | 2,730 | 51,450 | https://www.sec.gov/Archives/edgar/data/708821/000070882125000103/0000708821-25-000103-index.htm |
| 2024-08-12 | 2024-08-13 | Award (A) | 3,395 | 48,720 | https://www.sec.gov/Archives/edgar/data/708821/000070882124000087/0000708821-24-000087-index.htm |
Governance Assessment
- Positives: Independent Audit Chair and audit financial expert; strong committee oversight of financial reporting, internal control, enterprise risk and cybersecurity; Compensation Committee independence and use of independent consultant; Board-wide attendance thresholds met; director ownership guidelines achieved; anti-hedging policy in place; no related-party transactions involving Russo disclosed .
- Compensation structure: Director pay mix emphasizes equity via time-based RSUs and fixed retainers without per-meeting fees, aligning with longer-term shareholder value while avoiding pay-for-attendance incentives .
- Watch items: Multiple external roles (VRRM board, Verifone audit chair, K1 CFO Operating Partner mandates) can create time demands; current disclosures show acceptable engagement (attendance thresholds met), but continued monitoring of meeting attendance and committee workload is prudent .
- Broader context: Company say-on-pay received ~95.7% support in 2024, indicating investor confidence in compensation governance; Audit Committee report affirms robust auditor independence and reporting oversight .