Keith E. Pascal
PAR TECHNOLOGYAbout Keith E. Pascal
Independent director with 30+ years in restaurant operations and leadership; age 60; on PAR’s board since 2021. He is not independent under NYSE standards per the Board’s determination and current director matrix, and currently serves on no PAR board committees. His background spans executive roles at Panera Bread, Savista, Torex Retail, and Goji, plus investing and operating roles with Act III Holdings/Management and founder of a restaurant enterprise software firm.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Act III Holdings, LLC | Vice President & Secretary | Since Mar 2018 | Strategic investor/operator in restaurant sector |
| Act III Management LLC | Vice President & Secretary | Since Mar 2018 | Services to restaurant/hospitality/entertainment industries |
| 12:51:58 MW LLC | Founder & President | Since 2008 | Enterprise software platform for global restaurant/retail |
| Panera Bread | Consultant; Chief Concept Officer | 2015–2018; CCO since Nov 2017 | Concept leadership for bakery-café chain |
| Goji | Chief Executive Officer | 2010–2012 | High‑tech cooking technology |
| Torex Retail PLC, Hospitality Division | Chief Executive Officer | 2006–2008 | POS/hospitality technology leadership |
| Savista | Founder & Chief Executive Officer | 1999–2006 | POS software/BPO for global restaurant industry |
| McDonald’s Corporation | Operations (early career) | N/A | Grounded in large‑scale foodservice operations |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Honest Greens, Barcelona S.A. | Director | Appointed Jan 2025 | Private | Healthy, sustainable restaurant chain |
| BJ’s Restaurants, Inc. (Nasdaq: BJRI) | Director (prior) | Prior service | Public | Prior public company board experience |
| Public company boards (current) | — | — | — | None |
Board Governance
- Committee assignments: None (not on Audit, Compensation, or Nominating & Corporate Governance).
- Independence: Not independent under NYSE and PAR guidelines; Board identified five independent directors (does not include Pascal).
- Board activity and attendance: Board met 15 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chairman (James C. Stoffel) presides over meetings and executive sessions without management.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 174,978 | 214,978 |
- Non‑employee director program: $40,000 annual cash retainer; annual equity grant with $175,000 grant date fair value; no meeting fees; committee chair/member retainers apply only if serving (Pascal had no committee roles).
- 2024 director RSU grant: 3,395 RSUs granted, vest on the earlier of August 12, 2025 or the date of the 2025 Annual Meeting, subject to continued service.
Performance Compensation
- Directors do not receive performance‑based bonuses or option awards tied to metrics; equity is time‑vesting RSUs. | Grant | Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting | |---|---|---:|---:|---| | Annual Equity to non‑employee directors | Aug 12, 2024 | 3,395 | 174,978 (valued at $51.54 close) | Vest earlier of Aug 12, 2025 or Annual Meeting date |
Other Directorships & Interlocks
| Relationship | Nature | Terms/Exposure | Notes |
|---|---|---|---|
| PAR Act III, LLC consulting arrangement | Strategic/M&A tech diligence and services to PAR | Warrant amendment extended termination to Apr 8, 2028 if the Consulting Agreement remains in effect on Apr 8, 2026; warrant for 510,287 shares at $74.96 exercise price; fair value $8.2M at Jan 2, 2024; Pascal is VP & Secretary of PAR Act III, with 0.1% ownership and 2.5% time‑based profits interest (<1% vested); warrant unexercised | Related party transaction overseen per policy; exercise price adjustments possible with certain issuances below VWAP |
- Potential interlock: Act III entities operate/invest in restaurant sector overlapping PAR’s customer base; disclosed as related party exposure via PAR Act III.
Expertise & Qualifications
- 30+ years in restaurant operations and senior leadership spanning major chains and hospitality technology; investor/director experience.
- Brings “significant experience in the restaurant industry, as both an investor and as a director,” with financial expertise and public company governance experience (prior BJRI).
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Notable Components |
|---|---|---|---|
| Keith E. Pascal | 14,529 (includes 3,395 unvested RSUs) | <1% (“*” in table) | RSUs vest earlier of Aug 12, 2025 or Annual Meeting date |
- Director stock ownership guideline: 3x annual cash retainer; all non‑employee directors were in compliance as of Dec 31, 2024.
- Anti‑hedging: Hedging/monetization of PAR securities prohibited under Insider Trading Policy.
Governance Assessment
- Independence and conflicts: Pascal is not independent, and PAR maintains an active related‑party consulting engagement with PAR Act III, where Pascal is an officer; the arrangement includes a large warrant potentially sensitive to financing structures (exercise price and share count adjustable), posing conflict‑of‑interest and optics risks despite Audit Committee oversight.
- Family relationship: His son, Jeremy Pascal, is a non‑executive employee of PAR with 2024 total compensation of approximately $140,918; modest but noted as related‑party exposure.
- Engagement and effectiveness: Attended at least 75% of Board meetings; however, no committee assignments reduce direct involvement in audit/compensation/governance deliberations.
- Ownership alignment: Beneficial ownership is small (<1%) but meets PAR’s director ownership guidelines, and equity grants are time‑vesting, aligning with tenure rather than performance triggers.
- Governance environment: Independent Chairman leads executive sessions; robust clawback policy and anti‑hedging in place; 2024 Say‑on‑Pay received ~95.7% approval, indicating shareholder support for compensation governance generally.
RED FLAGS
- Non‑independence plus active related‑party consulting agreement with a sizable equity warrant tied to PAR stock create potential conflicts and perception issues; careful monitoring of Audit Committee oversight and transparency is warranted.
- Family employment relationship (son) requires continued adherence to fair‑compensation practices and disclosure; currently disclosed and consistent with peers.