I am pleased to invite you to PAR Technology Corporation’s 20202022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday,Friday, June 4, 20203, 2022 at 10:00 a.m. (Eastern Time). In light of the COVID-19 outbreak, the protocols that federal, state, and local governments have imposed and may impose, and in the best interests of the health and well-being of our stockholders, employees and directors, theThe Annual Meeting will be a completely virtual meeting; there will be no physical meeting location.

The attached Notice of 2022 Annual Meeting of Stockholders and Proxy Statementproxy statement describe the formal business that we will transact at the Annual Meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support, interest and investment in PAR Technology Corporation.

The 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”) will be held as follows:

This Proxy Statementproxy statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at our 2020 Annual Meeting of Stockholders to be held on Thursday,Friday, June 4, 20203, 2022 at 10:00 a.m. (Eastern Time) virtually via the Internet at www.virtualshareholdermeeting.com/PAR2020.PAR2022. This Proxy Statementproxy statement and proxy card or Notice of Internet Availability of Proxy Materials are first being sent or made available to our stockholders on or about April 21, 2020.20, 2022.

Only stockholders of record of our common stock at the close of business on April 8, 2020,11, 2022, the Record Date,record date, are entitled to notice of, and to vote at, the Annual Meeting. On April 8, 2020,11, 2022, there were 18,243,67227,058,804 shares of common stock outstanding. Each share of common stock is entitled to one vote.

As permitted by the rules of the Securities and Exchange Commission (“SEC”), on or about April 21, 2020,20, 2022, we sent the Notice to our stockholders of record as of April 8, 2020.11, 2022. Stockholders will have the ability to access the proxy materials, including this Proxy Statementproxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2021 (the “2021 Annual Report”), on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice, including an option to request paper copies on an ongoing basis. The Notice also instructs you on how to vote through the Internet or by telephone.

We are paying the costs of the solicitation of proxies. We will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. Certain of our Directors,directors, officers and employees, without additional compensation, may also solicit proxies on our behalf in person, by telephone, or by electronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a fee of $8,000 plus out-of-pocket expenses.

If on April 8, 202011, 2022 your shares were registered directly in your name, then you are a stockholder of record and you may vote on the matters to be voted upon at the Annual Meeting. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by theyour proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/PAR2020PAR2022 and vote your shares if you have already voted by proxy (see “Can I change my vote after submitting my proxy?” below).

If on April 8, 202011, 2022 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization, which is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. However, since you are notBeneficial owners whose voting instruction form or the stockholder of record, youNotice indicates that they may not vote yourtheir shares atthrough the virtualhttp://www.proxyvote.com website may attend and participate in the Annual Meeting unless you request and obtain a valid proxy from yourusing the 16-digit control number included on that instruction form or the Notice. Otherwise, beneficial owners should contact their broker, bank or other nominee.nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. If you have any questions about your control number or how to obtain one, please contact the broker, bank or other nominee that holds your shares.

This year, theThe Annual Meeting will be a completely virtual meeting. There will be no physical meeting location.

The meeting will be conducted via an audio webcast. To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2020PAR2022 and enter the 16-digit control number included on your Notice or on your proxy card or the voting instruction form.form, or otherwise provided to you by your broker, bank or other nominee. You may begin to log into the meeting platform beginning at 9:45 a.m., Eastern Time, on June 4, 2020. Theand the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on June 4, 2020.3, 2022.

If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2020,PAR2022, type your question into the “Ask a Question” field, and click “Submit.” We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals named on the proxy card will vote your shares in their discretion on such matters.

Stockholders may vote their shares over the Internet, by telephone or during the Annual Meeting by going to www.virtualshareholdermeeting.com/PAR2020.PAR2022. If you requested and/or received printed proxy material, including a printed version of the proxy card, you may also vote by mail.

All properly signed proxies returned in time to be counted at the Annual Meeting will be voted by the named proxies at the Annual Meeting. Where you have specified how your shares should be voted on a matter, your shares will be voted in accordance with your instructions; if you properly sign your proxy card, but you do not indicate how your shares should be voted on a matter, your shares will be voted as the Board recommends. The Board recommends a vote “For” the five Directorsix (6) director nominees identified in Proposal 1 and “For” Proposals 2-5.2-4.

AtThe Board of Directors is set at six (6) directors, and at the Annual Meeting stockholders will vote to elect five Directorsthe six (6) director nominees to serve until the 20212023 annual meeting of stockholders. All Directordirector nominees are current Directors, and have been nominated by the Board based on the recommendation of the Nominating and Corporate Governance Committee.Committee (“NCGC”). Each director nominee was elected by our stockholders at the 2021 annual meeting of stockholders. The Board has no reason to believe that any of the Directordirector nominees are unable or unwilling to serve, and each Directordirector nominee has consented to be named in this Proxy Statementproxy statement and to serve if elected.

The following table sets forth information about the Company’s Directors and Directordirectors, who are also the director nominees:

The Board of Directors unanimously recommends a vote “For” the election to the Board of each of the above Directordirector nominees.

Below are summaries of the background, business experience and description of the principal occupation of each Directorour directors, who are also the director nominees.

Douglas G. Rauch. Mr. Rauch spent 31 years with Trader Joe’s Company, the last 14 years as a President until his retirement in June 2008. Since June 2015, Mr. Rauch has served as the Founder/President of Daily Table, an innovative non-profit retail solution to bring affordable nutrition to the food insecure in Boston’s inner city. He previously served as CEO of Conscious Capitalism, Inc. from August 2011 to July 2017, where he continues to serve as a director. Since February 2020, Mr. Rauch has served as a director of Sprouts Farmers Market, Inc. (NASDAQ: SFM), a grocery store offering affordable, fresh, natural and organic products, where he serves as the Chair of the Audit Committee. From October 2009 to October 2019, Mr. Rauch served as a trustee at the Olin College of Engineering and he serves as a director or as an advisory board member of several for

profit and non-profit companies. Mr. Rauch brings extensive knowledge and operational experience in the food service/grocery industry and strategic implementation and leadership skills providing insights and perspectives important to us as a provider of technology solutions to restaurants and retail.

Cynthia A. Russo. Ms. Russo has more than 25 years ofyears’ experience in financial and operations management with global, growth technology companies. From September 2015 to September 2018,Since June 2019, Ms. Russo has served as a director of Verra Mobility Corporation (NASDAQ: VRRM), a provider of smart mobility technology solutions and services throughout the United States, Canada and Europe, where she serves on the Audit and Compensation Committees. Since 2021, Ms. Russo has served as director of UserTesting, Inc. (NYSE: USER), an on-demand human insight platform that enables organizations to deliver a better customer experience, where she serves as the chair of the Audit Committee. Ms. Russo is also a director of Verifone, Inc., a global unified platform that provides customers a seamless payment experience with any payment method, where she serves as the Audit Committee chair and a member of the Compensation Committee. Ms. Russo previously served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NYSE:(NASDAQ: CVT), a cloud-based enterprise event management platform, provider. As Chief Financial Officer, Ms. Russo led Cvent’s financial and business operations, reporting, planning and analysis, directed the senior management team, and oversaw a 200-person staff. From April 2010 until December 2014,from September 2015 to September 2018. Prior to that, Ms. Russo served as Executive Vice President and CFO of MICROS Systems, Inc., a global, public enterprise information system software, hardware and services company for retail and hospitality industries.industries (NASDAQ: MCRS). During her 19 years at MICROS, Ms. Russo served in a variety of senior financial roles of increasing responsibility, from Director of Financial Reporting to Senior Vice President, Corporate Controller, and ultimately to CFO, which she served as for the last five years until MICROS’MICROS Systems’ acquisition by Oracle in September 2014. Since June 2019, Ms. Russo has served asholds a director of Verra Mobility Corporation (NASDAQ: VRRM), a leading provider of smart mobility technology solutionsbachelor’s degree in business administration from James Madison University and services throughout the United States, Canada and Europe, where she serves on the Audit and Compensation Committees. Ms. Russo is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo brings significant financial acumen,accounting expertise, executive leadership and operational and risk management and organizational management proficienciesexperience to theour Board.

Director Independence. Each of our Directors,directors, other than John SammonSavneet Singh and Savneet Singh,Keith E. Pascal, has been determined by the Board to be “independent” under the listing standards of the New York Stock Exchange (“NYSE”)NYSE and meets the additional independence standards of the NYSE with respect to the Board committees on which he or she serves. Our independent Directorsdirectors are identified as “Independent” in the table on page 95 of this Proxy Statement.proxy statement.

Board Meetings and Attendance. During the 12-month period ended December 31, 2019,2021, the Board held 1617 meetings. Each Directordirector attended at least 75% of the meetings of the Board and of the committees on which he or she served held during the portion of 20192021 for which he or she was a Directordirector or committee member. The Company encourages Directorsdirectors to attend the annual meetings of stockholders, but such attendance is not required. Three Board membersof our directors who served during 2021 attended the 20192021 annual meeting of stockholders.

Board Leadership Structure. James C. Stoffel currently serves as Lead Director of our Board. As Lead Director, Mr. Stoffel performs the function of the Chairman of the Board. The Board believes that separating the roles of Lead Director and Chief Executive Officer is appropriate because it enables our Chief Executive Officer to focus on the day-to-day operations of the Company while our Lead Director provides independent leadership to the Board. Our Lead Director’s independence uniquely situates him to represent the interests of our stockholders and provide independent evaluation and oversight of our management. He presides over all Board meetings, including executive sessions without the presence of management. He regularly communicates with our Chief Executive Officer and liaisons between our non-management Directorsdirectors and management, including our Chief Executive Officer, to help ensure that our non-management Directorsdirectors are fully informed and able to discuss and debate among themselves and with management the issues that they deem important.

Board Oversight of Risk Management. Our Board does not have a separate risk management committee; rather the full Board manages the risk oversight function, with certain areas addressed by committees of the Board where such risks are inherent in a committee’s purview. In particular, our Audit Committee oversees our guidelines, policies and processes established by management relating to our financial statements and financial reporting processes. The Audit Committee oversees the internal audit function and meets regularly with senior management and our independent auditors concerning our financial statements and financial reporting processes, including our internal control over financial reporting and the effectiveness of such controlsprocesses and processes.controls. The Audit Committee regularly meets with management to discuss and assess management’s guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures, including the nature and level of risk appropriate for the Company and management’s strategies and mitigation efforts. The Audit Committee, typically in joint session with the full Board, regularly meets and receives reports from our cybersecurity, information technology and compliance groups regarding our systems, data security and compliance with legal and regulatory matters. The Audit Committee also has oversight of the review and approval of related party transactions. Our Nominating and Governance CommitteeNCGC focuses on risks associated with our corporate governance policies and practices including related party transactions.and environmental, social and governance (“ESG”) matters.

Code of Conduct. Our Code of Conduct (the “Code of Conduct”) is applicable to all our employees, officers, and Directors,directors, including our Chief Executive Officer, Chief Financial Officer, and other senior financial officers and other executive officers. The Code of Conduct is posted on our website at www.partech.com/about-us/sec-filingsinvestor-relations/. Any substantive amendments to the Code of Conduct or waivers granted to our Directors,directors, Chief Executive Officer, Chief Financial Officer, principal accounting officer, controllerother senior financial officers or other executive officers will be disclosed by posting on our website.

Hedging Transactions. Our Compliance Handbook, which applies to all our employees, officers and Directorsdirectors prohibits hedging or monetization transactions in our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds that permit holders to own our securities without the full risks and rewards of ownership.

Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at www.partech.com/about-us/sec-filings investor-relations/. Our Corporate Governance Guidelines contain independence standards, which are substantially similar to and consistent with the listing standards of the NYSE.NYSE, and policies relating to our corporate governance. These guidelines are reviewed no less frequently than annually by the Board and NCGC and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon approval by the Board.

Communication with the Board. Interested parties may send written communication to the Board as a group, the independent Directorsdirectors as a group, the Lead Director (James C. Stoffel), or to any individual Directordirector by

sending the communication c/o Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413. Upon receipt, the communication will be delivered to Director Stoffel

Prior to engaging Pearl Meyer, the Compensation Committee considered information relevant to confirm Pearl Meyer’s independence from the Board and management. Additional information regarding the services provided by Pearl Meyer can be found below under “Director Compensation”“Compensation Discussion and “Executive Compensation”Analysis – Role of Compensation Consultant.”

To the Board of Directors of PAR Technology Corporation:

The Audit Committee is responsible for appointing the Company’s independent auditor. For 2019, BDO USA,the fiscal year ended December 31, 2021, Deloitte & Touche LLP (“BDO”Deloitte”) served as the Company’s independent auditor. With respect to the Company’s financial reporting process, management is responsible for establishing and maintaining internal controls and preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The responsibility for auditing the Company’s consolidated financial statements and providing an opinion as to whether the Company’s consolidated financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company in conformity with U.S. GAAP rests with BDO,Deloitte, as the Company’s independent auditor. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare or certify the Company’s financial statements. These are the fundamental responsibilities of management.

In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20192021 with the Company’s management and BDO.Deloitte. In addition, the Audit Committee discussed with BDO,Deloitte, with and without management present, BDO’sDeloitte’s evaluation of the overall quality of the Company’s financial reporting. The Audit Committee also discussed with BDODeloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee also received the written disclosures and the letter from BDODeloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding BDO’sDeloitte’s communications with the Audit Committee concerning independence and discussed with BDODeloitte its independence.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2021.

During 2019FY 2021 compensation for non-employee Directorsdirectors consisted of a mix of cash and equity. In March 2019,February 2021, Pearl Meyer provided the Compensation Committee with an analysis of non-employee director compensation, including a review of director compensation of the Company’s peer group (the “Pearl Meyer Director Compensation Report”). The peer group for this analysis consisted of the same comparator group that is used to evaluate executive compensation and is described below under “Executive Compensation —Marketin “Compensation Discussion and Analysis – Market Data and Other Compensation Considerations.Considerations for Determining NEO Pay.”

Based on the Pearl Meyer Director Compensation Report, the Compensation Committee recommended to the Board of Directors that it should consider adjustments to the compensation structure for non-employee Directors elected atdirectors as director pay was below the 2019 Annual Meeting be paid cash retainers basedmedian of the Company’s peer group. Based on committee membership in additionthe Compensation Committee’s recommendation, the Board determined to a fixed annual cash retainer. Previously,increase the equity compensation component of non-employee Directors received an annual cash retainerdirector compensation from $90,000 to $120,000. Members of $40,000, with the AuditMergers and Acquisitions Committee chairperson receiving an additional $5,000 cash retainer.are not compensated for their service on the committee. Our non-employee Directorsdirectors do not receive additional fees for Board or committee meeting attendance. Beginning in June 2019,attendance; however, we do reimburse our non-employee Directorsdirectors for reasonable expenses incurred to attend Board and committee meetings.

Our non-employee directors received the following cash retainers for their service on the Board and committee membership in FY 2021, which arewere paid quarterly in arrears:

Each non-employee Directordirector received an annual award of restricted stock withunits having a grant date fair value of $90,000, which represented a $15,000 increase over the grant date fair value$120,000. The number of the previous year’s award. The Compensation Committee recommended this increaseshares subject to the Board based on the Pearl Meyer Director Compensation Report. The 20192021 annual grant was based on the closing price of our common stock on June 10, 20194, 2021 ($29.35)64.82), the grant date, and resulted in a grant of 3,066 shares of1,851 restricted stock which willunits (“RSUs”). These restricted stock units vest on the earlier of June 10, 20204, 2022 and the date of the 2020 Annual Meeting.Meeting, subject to continued service through that date. The 2019FY 2021 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”).

Directors are required to hold shares of the Company’s common stock with a fair market value equal to 3x the amount of the annual cash retainer payable to the non-employee Director.director. All shares of common stock bought by a non-employee Directordirector or the Director’sdirector’s immediate family member residing in the same household, all shares held in trust for the benefit of a non-employee Directordirector or his or her family, and all shares granted under the 2015 Equity Incentive Plan count toward the satisfaction of these requirements. Each non-employee Directordirector is required to attain such ownership within five (5) years of the later of: (a) the effective date of the policy (June 8, 2018) and (b) joining the Board.

The tables below set forth, as of April 11, 2022, information regarding beneficial ownership of our common stock. Beneficial ownership is determined according to relythe rules of the SEC and generally means that a person has beneficial ownership of our common stock if he, she, or it possesses sole or shared voting or investment power of the common stock or has the right to acquire beneficial ownership of our common stock within 60 days. Except as indicated by the footnotes below, we believe, based on the scaled disclosure requirements for smaller reporting companies under Item 402 (m) through (q)information furnished to us, that the persons named in the tables below have or will have sole voting and investment power with respect to all shares of Regulation S-K in this proxy statement. Under these scaled disclosure requirements, we are requiredcommon stock shown that they beneficially own, subject to disclose certain compensation information about our Chief Executive Officer (CEO) and two other individuals serving as executive officers who were the most highly compensated executive officerscommunity property laws where applicable.

Our calculation of the Company. Ourpercentage of beneficial ownership is based on 27,058,804 shares of our common stock outstanding as of April 11, 2022. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 11, 2022 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.

The following table sets forth the beneficial ownership of our common stock as of April 11, 2022 by our (1) directors and director nominees, (2) named executive officers, during 2019 were:and (3) our directors, director nominees and current executive officers as a group.

We acquired Punchh, Inc. (“Punchh”) in April 2021. At the time of the acquisition Mr. Raju Malhotra served as the chief product and technology officer of Punchh. Mr. Malhotra was appointed to Chief Product and Technology Officer of the Company effective October 4, 2021.

The objective of ourOur executive compensation program isprograms are built to drive the creation of stockholder value. To do this, we have designed anThe FY 2021 executive compensation programprograms were designed to attract, retain and motivate talented peopleincentivize top performers in a highly competitive market for talent, who can deliver competitive financial returns to our stockholders through the achievement of short-term and long-term goals; toperformance targets. To achieve this, we maintain:have maintained:

The Compensation Committee approves the annual compensation of our non-CEO named executive officersNEOs and certain other senior officers of the Company, including incentive compensation (cash and equity based). However, ourofficers. Our CEO provides information and recommendations to the Compensation Committee onwith information about the compensation and performance of our other named executive officers,NEOs and makes recommendations to the Committee about their compensation (based on market data and other insight provided by Pearl Meyer), including recommendations as to the appropriate levels of base salaries short-term incentive compensation and long-term equitySTI and LTI awards, performance targets forand corporate and other operating segments, and individual performance targets.

Savneet Singh. In connection with his appointmentEffective February 27, 2020, Mr. Singh and the Company entered into a new employment agreement pursuant to which Mr. Singh continues to serve as Interimthe Chief Executive Officer and President of the Company. On February 16, 2021, the Company effective December 4, 2018, we entered into an employment letter withamendment to Mr. Singh, which provided for an annual base salary of $473,500 (which was pro-rated for 2018). Pursuant to the employment letter Mr. Singh was granted 5,000 shares of performance based restricted stock under the 2015 Equity Incentive Plan.

Bryan A. Menar. In connection with his appointment as Chief Financial Officer and Vice President of the Company, wethe Company entered into an employment agreement with Mr. Menar. Pursuant to thatMenar in November 2016. Under the terms of his employment agreement Mr. Menar was paid an initial annual base salary of 250,000, which$250,000. Mr. Menar’s base salary was increased to $271,000$284,550 in 2018;2020, and further increased to $294,509 in 2021. He participates in our annual STI program at an individual bonus target of 50% of his annual earned base salary for achievement against performance targets linked to the financial measures established by the Board.

The Compensation Committee has reviewed and discussed with management the termsCompensation Discussion and Analysis section of his employment agreement, he would have been paid severance equal to six months of his then annual base salary in exchange for a duly executed standard release.

The following table sets forth information regardingconcerning the compensation earned byof our namedCEO, CFO, our two other most highly compensated executive officers during 2019who were serving at the end of FY 2021, and 2018.