James C. Stoffel
PAR TECHNOLOGYAbout James C. Stoffel
James C. Stoffel, age 79, is PAR’s independent Chairman of the Board (since June 1, 2023), having served as Lead Independent Director from 2020–2023 and as a director since 2017. He is independent under NYSE standards and PAR’s Corporate Governance Guidelines, and serves on the Audit and Compensation Committees. Stoffel’s background spans senior technology leadership roles at Eastman Kodak and Xerox, CEO of Aster Wireless, private equity leadership at Trillium International, and multi-decade public board service, bringing deep technology, governance, and capital markets expertise to PAR.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Kodak Company | Senior Vice President & Chief Technical Officer; Director of R&D; VP Electronic Imaging Products R&D | 1997–2005 | Led corporate R&D and electronic imaging product development; senior technology leadership |
| Xerox Corporation | VP Corporate Research & Technology; VP & GM Advanced Imaging BU; VP & Chief Engineer | 20-year career (dates not individually specified) | Senior engineering and technology management across multiple roles |
| Aster Wireless (private) | Chief Executive Officer | 2006–2008 | Early-stage fabless semiconductor leadership |
| Trillium International (private equity) | Co‑founder & General Partner; Chairman of multiple portfolio companies | 2011–2018 | Restructuring and growth equity in software/hardware/systems |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Aviat Networks, Inc. (Nasdaq: AVNW) | Director; Lead Independent Director (2010–2015); Compensation Committee Chair; Audit & Governance/Nominating Committee member | Feb 2007 – Nov 2023 | Led compensation oversight; audit/governance participation |
| Harris Corporation (now L3Harris Technologies, Inc.; NYSE: LHX) | Director | Aug 2003 – Oct 2018 | Chairman of Technology Committee; Compensation Committee; Governance & Corporate Responsibility Committee |
| Current public company boards | None | N/A | N/A |
Board Governance
- Roles and independence: Independent Chairman; Audit Committee member; Compensation Committee member; independence affirmed by Board under NYSE/Company standards. As Chairman, presides over all Board meetings and executive sessions without management.
- Committee structure and activity:
- Audit Committee (Russo—Chair; Rauch; Stoffel): 9 meetings in 2024; oversees financial reporting, internal control, cybersecurity, enterprise risk, and related‑party transactions.
- Compensation Committee (Crawford—Chair; Russo; Singh; Stoffel): 6 meetings in 2024; oversees executive and director pay, HCM strategy, clawback/ownership policies, and uses FW Cook as independent consultant.
- Board activity & 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.
Fixed Compensation
| Component | 2024 Policy | Stoffel – 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $40,000 | Included in fees |
| Chairman Retainer | $50,000 (increased in 2024 to align with market) | Included in fees |
| Audit Committee – Chair / Member | $20,000 / $10,000 | Member fee included |
| Compensation Committee – Chair / Member | $15,000 / $7,500 | Member fee included |
| Nominating & Corporate Governance – Chair / Member | $10,000 / $5,000 | N/A (not a member) |
| Meeting Fees | None; expenses reimbursed | N/A |
| Stoffel – Fees Earned/Paid in Cash | N/A | $99,250 |
Notes: Cash retainers paid quarterly in arrears; non‑employee directors receive no per‑meeting fees.
Performance Compensation
| Equity Element | Grant Type | Grant Date Fair Value | Shares Granted | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Annual Director Equity Retainer | RSUs | $175,000 | 3,395 | Vest on the earlier of Aug 12, 2025 or the 2025 Annual Meeting, subject to service | None (time‑based; no performance metrics) |
Stoffel’s 2024 stock award value: $174,978 (aggregate grant date fair value per FASB ASC 718; priced at $51.54 on Aug 12, 2024).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Aviat Networks (Lead Independent; Comp Chair; Audit/Gov); Harris Corp/L3Harris (Technology Committee Chair; Comp; Gov/CSR) |
| Interlocks/conflicts | No disclosed interlocks with PAR’s major customers/suppliers; related‑party disclosures in 2024 involved PAR Act III and an employee related to Director Keith Pascal, not Stoffel. Audit Committee (including Stoffel) oversees related‑party transactions per policy. |
Expertise & Qualifications
- 25+ years of technology leadership and innovation management; senior roles at Kodak and Xerox; CEO and PE experience (Trillium).
- Financial, investment, and capital markets expertise; extensive public company board experience including committee chairmanships.
- Provides valuable perspectives for strategy, risk oversight, and governance; independent Board leadership as Chairman.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| James C. Stoffel | 28,460 | <1% (* as disclosed) | Includes 3,395 unvested RSUs vesting on earlier of Aug 12, 2025 or the 2025 Annual Meeting; sole voting/dispositive power unless otherwise indicated. |
| Director ownership policy | 3x annual cash retainer within 5 years; includes personal/family trust holdings and equity grants | N/A | As of Dec 31, 2024, all non‑employee directors met guidelines. Anti‑hedging policy prohibits hedging/monetization; Insider Trading Policy governs transactions. |
Governance Assessment
- Strengths
- Independent Chairman role with executive session leadership enhances oversight and board effectiveness.
- Dual committee membership (Audit and Compensation) provides cross‑functional oversight of financial reporting, risk, and pay governance.
- Robust governance policies: clawback/forfeiture, anti‑hedging, Code of Conduct, and updated equity grant timing policy; strong say‑on‑pay support (95.7% in 2024).
- Director compensation structure aligns with shareholders via equity retainer; ownership guidelines met by all non‑employee directors.
- Watch Items / Conflict Review
- 2024 related‑party transactions disclosed did not involve Stoffel; ongoing Audit Committee oversight mitigates conflict risk.
- Chair cash retainer increased in 2024 (alignment with market); equity remains time‑based with service vesting for directors, limiting pay‑for‑performance signals at the director level.
- Engagement
- Board met 15 times in 2024; each director met at least 75% attendance, and directors attended the 2024 annual meeting, indicating engagement.
Overall, Stoffel’s independence, long-standing technology/governance expertise, and leadership as Chairman strengthen board oversight. No Stoffel‑specific related‑party transactions or hedging/pledging issues are disclosed; compensation and ownership policies indicate alignment, while director equity remains service‑based rather than performance‑linked.