Linda M. Crawford
PAR TECHNOLOGYAbout Linda M. Crawford
Independent director of PAR Technology Corporation since 2023; age 61. Serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee; determined independent under NYSE standards and PAR’s guidelines. The Board met 15 times in 2024, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting of shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helpshift, Inc. | Chief Executive Officer | 2017–2020 | Led AI-driven customer support strategy |
| Optimizely, Inc. | Chief Customer Officer | 2016–2017 | Customer experience leadership |
| Salesforce | EVP and CEO, Sales Cloud Products division; other executive positions | ~2007–2016 (nearly a decade) | Scaled cloud CRM; product leadership |
| Siebel Systems | Executive positions | Prior to Salesforce | Early CRM industry leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verint Systems Inc. (Nasdaq: VRNT) | Director | Current | Customer engagement solutions |
| Equilar (private) | Director | Current | Compensation-focused information services |
| ChannelAdvisor Corporation (NYSE: ECOM) | Director | 2021–2022 | Prior public board; company acquired |
| Demandware, Inc. (NYSE: DWRE) | Director | Prior to 2016 | Acquired by Salesforce in 2016 |
| Advisor to venture-backed companies | Advisor | Since Mar 2022 | Early-stage guidance |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Linda M. Crawford is independent under NYSE standards; all comp and audit committee members meet heightened independence standards .
- Attendance: Board held 15 meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Compensation Committee activity: 6 meetings in 2024; oversees CEO/N EO pay, human capital, ownership guidelines, clawback policy; engaged FW Cook as independent consultant after assessing independence .
- NCGC activity: 4 meetings in 2024; oversees board composition, governance guidelines, sustainability oversight .
- Say-on-Pay: 95.7% approval at 2024 annual meeting; Board recommends annual frequency .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly, no meeting fees |
| Compensation Committee Chair retainer | $15,000 | Chair premium |
| NCGC member retainer | $5,000 | Non-chair member |
| 2024 cash fees actually paid | $51,538 | Prorated by role/service days |
| Total 2024 cash + equity | $226,516 | Mix shown below |
- 2024 mix: Cash $51,538 (22.8%), Equity $174,978 (77.2%) based on reported totals .
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Aug 12, 2024 | 3,395 | $175,000 (per director; individual reported $174,978) | Vests on earlier of Aug 12, 2025 or 2025 Annual Meeting, subject to service |
PAR does not disclose director performance metrics tied to director compensation (e.g., revenue/EBITDA/TSR) for non-employee directors; equity retains at-risk alignment but is time-based, not performance-based .
Other Directorships & Interlocks
- Current public board: Verint Systems Inc. (VRNT). No related-party transactions disclosed between PAR and Verint; no disclosed competitive interlock with PAR’s restaurant/retail software and payments focus .
- Private board: Equilar (compensation data provider) .
Expertise & Qualifications
- Deep enterprise software, cloud CRM, AI-driven customer support; executive leadership at Salesforce and Siebel; CEO experience (Helpshift), customer success and go-to-market expertise. Qualifications explicitly cited by PAR for board service .
Equity Ownership
| Holder | Beneficial Shares | Components | Ownership % of Outstanding |
|---|---|---|---|
| Linda M. Crawford | 5,380 | Includes 3,395 unvested RSUs from 2024 director grant | ~0.013% of 40,497,502 shares outstanding (as of Apr 9, 2025) |
- Director ownership guidelines: 3x annual cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 .
- Anti-hedging: Hedging/monetization of PAR securities prohibited for directors under Insider Trading Policy .
Governance Assessment
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Strengths:
- Independent director with relevant software/AI/cloud credentials; chairs Compensation Committee and supports robust practices (independent consultant, executive sessions, clawback, ownership guidelines) .
- High shareholder support on Say-on-Pay (95.7%), indicating confidence in compensation oversight .
- Attendance and engagement thresholds met; committee workload evident (Comp: 6 meetings; NCGC: 4) .
- Director equity and ownership guideline compliance enhance alignment; anti-hedging mitigates misalignment risk .
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Watch items / potential red flags:
- Discretionary CEO “recognition grant” of $4.5M RSUs outside the annual LTI program with back-loaded vesting; while justified by performance and peer benchmarking changes, discretionary awards can raise pay-inflation and design-quality concerns. As Compensation Chair, Crawford’s oversight of such deviations is a focal governance signal for investors .
- Board-level related party items (not involving Crawford): extended warrant to PAR Act III LLC tied to consulting arrangement; director Keith Pascal’s son employed; Audit Committee oversees related-party approvals. No Crawford-related transactions disclosed, but continued monitoring of board-level conflicts is prudent .
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Overall: Crawford’s profile and committee leadership align with PAR’s software-first strategy and human capital focus. Her oversight should be evaluated in the context of maintaining rigorous pay-for-performance discipline, particularly around discretionary awards and evolving peer groups .