Douglas G. Rauch
PAR TECHNOLOGYAbout Douglas G. Rauch
Douglas G. Rauch, age 73, has served on PAR’s Board since 2017 and is classified as an independent director under NYSE listing standards and PAR’s Corporate Governance Guidelines. Rauch is Chair of the Nominating and Corporate Governance Committee (NCGC) and a member of the Audit Committee, bringing 31 years of operating experience at Trader Joe’s (President for the last 14 years), leadership in nonprofit initiatives (Founder/President of Daily Table; former CEO of Conscious Capitalism), and current public company governance experience at Sprouts Farmers Market (director; Audit Chair through December 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trader Joe’s Company | President | Last 14 years of 31-year tenure; retired June 2008 | Led key operational strategies and culture initiatives |
| Conscious Capitalism, Inc. | CEO; Director Emeritus | Aug 2011 – Jun 2017 (CEO); continuing director emeritus | Culture, strategy, stakeholder governance |
| Olin College of Engineering | Trustee | Oct 2009 – Oct 2019 | Higher-ed governance, innovation oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sprouts Farmers Market, Inc. (Nasdaq: SFM) | Director; Audit Committee Chair | Director since Feb 2020; Audit Chair Feb 2020 – Dec 2024 | Public company audit leadership and governance |
| Daily Table | Founder & President | Since Jun 2015 | Nonprofit retail model for affordable nutrition |
| Leading Authorities, Inc. | Independent Speaker | Since Jan 2014 | Focus on sustainable innovation, strategy, customer experience |
Board Governance
- Independence: The Board determined Rauch is “independent” under NYSE standards and PAR’s stricter independence guidelines .
- Committee assignments: Audit Committee member; NCGC Chair .
- Committee activity: Audit Committee held 9 meetings in 2024; NCGC held 4 meetings in 2024 .
- Board attendance: The Board held 15 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit oversight scope: The Audit Committee oversees financial statements, internal control over financial reporting, cybersecurity, compliance, the independent auditor, and related-party transactions .
- Audit Committee report: Recommended inclusion of audited FY2024 financials in Form 10-K after discussions with Deloitte & Touche LLP and management .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 40,000 | Paid quarterly in arrears |
| Audit Committee – Member | 10,000 | Non-chair member retainer |
| NCGC – Chair | 10,000 | Committee chair retainer |
| Meeting Fees | 0 | No per-meeting fees; reasonable expenses reimbursed |
| 2024 Cash Fees Earned (Rauch) | 63,173 | Reflects role-based retainers and proration |
Performance Compensation
| Equity Award | Shares/Units | Grant Date Fair Value ($) | Vesting | Plan | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant (2024) | 3,395 | 175,000 | Vests on earlier of Aug 12, 2025 or Annual Meeting, subject to continued service | 2015 Equity Incentive Plan | None; time-based RSUs (no metrics) |
Grant date fair value calculated using closing price of $51.54 on Aug 12, 2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| Sprouts Farmers Market (Nasdaq: SFM) | Director | Audit Chair through Dec 2024 | No PAR-disclosed related-party transactions involving Rauch; related-party items disclosed pertain to another director (Keith Pascal) and his family/employment, not Rauch . |
Expertise & Qualifications
- Food/grocery operations leadership and scaling experience; culture and strategy expertise from Trader Joe’s presidency .
- Technology and retail insights applicable to PAR’s restaurant/retail solutions .
- Public company governance and audit oversight experience (Sprouts; Audit Chair tenure) .
- Financial oversight as PAR Audit Committee member; NCGC leadership on governance/sustainability policies .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Douglas G. Rauch | 12,760 | <1% | As of Apr 9, 2025; outstanding shares 40,497,502 |
| Unvested RSUs outstanding (Dec 31, 2024) | 3,395 | n/a | Each non-employee director had 3,395 unvested RSUs outstanding |
| Guideline | Requirement | Compliance |
|---|---|---|
| Director Stock Ownership Guideline | 3x annual cash retainer | As of Dec 31, 2024, all non-employee directors satisfied guidelines |
- Hedging: Prohibited under PAR’s Anti-Hedging Policy .
Governance Assessment
- Strengths: Independent director with deep operating track record and audit/governance leadership; active committee roles (Audit member; NCGC Chair); acceptable attendance profile; involvement in sustainability oversight via NCGC .
- Alignment: Annual equity grants in RSUs plus ownership guidelines (3x cash retainer) with confirmed compliance for all non-employee directors enhances long-term alignment; anti-hedging policy reduces misalignment risk .
- Compensation structure: Mixed cash/equity structure stable vs. 2023 (Board maintained same non-employee director compensation framework except increased Chairman cash retainer), suggesting continuity and market alignment; Rauch’s 2024 director pay comprised $63,173 cash and $174,978 equity grant-date value .
- Conflicts/Red Flags: No related-party transactions disclosed involving Rauch; PAR’s related-party disclosures pertain to a different director and family employment, and the Audit Committee (including Rauch) oversees related-party transactions per policy and committee charter .
- Controls & Compliance: Audit Committee recommended inclusion of FY2024 audited financials; Section 16 filings were timely for directors/officers (one administrative late filing was for the Chief Accounting Officer) .