XML 26 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K of the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis above.
Value of Initial Fixed
$100 Investment
Based On:
Year
Summary
Compensation
Table Total for
the PEO
($)(1)(2)
Compensation
Actually Paid to the PEO
($)(3)
Average
Summary
Compensation
Table Total
for the
Non-PEO
NEOs
($)(2)
Average
Compensation
Actually
Paid to the
Non-PEO
NEOs
($)(3)
Total
Shareholder
Return
($)(4)
Peer Group
Total
Shareholder
Return
($)(5)
Net Income (Loss) ($ in thousands)(6)
Non-GAAP
Adjusted
EBITDA ($ in thousands)(7)
202415,406,922 30,904,810 1,101,159 978,020 236.40 162.79 (4,987)(6,350)
20239,657,628 15,184,662 1,310,110 1,858,109 141.64 131.92 (69,752)(25,783)
20222,155,099 (7,771,695)1,347,796 649,506 84.81 103.62 (69,319)(18,845)
20211,124,454 1,928,070 516,345 1,617,502 171.67 162.45 (75,799)(17,793)
20208,220,228 55,524,053 447,781 1,024,510 204.26 142.50 (36,562)(12,453)
        
Company Selected Measure Name adjusted EBITDA        
Named Executive Officers, Footnote Savneet Singh served as the principal executive officer (“PEO”) of the Company for 2020, 2021, 2022, 2023, and 2024.The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s other NEOs as a group (excluding the PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for 2020, 2021, and 2022. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023, and 2022, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (ii) for 2021, Bryan A. Menar, Raju Malhotra, Michael Nelson, and Matthew R. Cicchinelli; and (iii) for 2020, Bryan A. Menar and Matthew R. Cicchinelli.        
Peer Group Issuers, Footnote Represents the peer group TSR. The peer group used for this purpose is the Russell 2000 Technology Index.        
PEO Total Compensation Amount $ 15,406,922 $ 9,657,628 $ 2,155,099 $ 1,124,454 $ 8,220,228
PEO Actually Paid Compensation Amount $ 30,904,810 15,184,662 (7,771,695) 1,928,070 55,524,053
Adjustment To PEO Compensation, Footnote In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ average total reported compensation for each year to determine the compensation actually paid:
2024 AdjustmentsPEO
($)		Average for
Non-PEO NEOs
($)
Reported Summary Compensation Table Total15,406,922 1,101,159 
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table(13,841,184)(567,621)
Plus, year-end fair value of outstanding and unvested equity awards granted during the year22,827,604 746,249 
Plus (less), change in fair value from prior year-end to fiscal year-end of outstanding and unvested equity awards granted during prior years6,305,547 225,146 
Plus, fair value as of vesting date of equity awards granted in fiscal year than vested during the fiscal year— 23,263 
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year205,921 (6,992)
Less, fair value as of prior year-end of equity awards granted in prior years that failed to meet vesting conditions during the fiscal year— (543,184)
Equals, Compensation Actually Paid30,904,810 978,020 
        
Non-PEO NEO Average Total Compensation Amount $ 1,101,159 1,310,110 1,347,796 516,345 447,781
Non-PEO NEO Average Compensation Actually Paid Amount $ 978,020 1,858,109 649,506 1,617,502 1,024,510
Adjustment to Non-PEO NEO Compensation Footnote In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ average total reported compensation for each year to determine the compensation actually paid:
2024 AdjustmentsPEO
($)		Average for
Non-PEO NEOs
($)
Reported Summary Compensation Table Total15,406,922 1,101,159 
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table(13,841,184)(567,621)
Plus, year-end fair value of outstanding and unvested equity awards granted during the year22,827,604 746,249 
Plus (less), change in fair value from prior year-end to fiscal year-end of outstanding and unvested equity awards granted during prior years6,305,547 225,146 
Plus, fair value as of vesting date of equity awards granted in fiscal year than vested during the fiscal year— 23,263 
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year205,921 (6,992)
Less, fair value as of prior year-end of equity awards granted in prior years that failed to meet vesting conditions during the fiscal year— (543,184)
Equals, Compensation Actually Paid30,904,810 978,020 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2024 was heavily influenced by our stock price increasing 69% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earn out level of in-progress relative TSR PRSUs).
6597069783353
        
Compensation Actually Paid vs. Net Income
6597069783357
        
Compensation Actually Paid vs. Company Selected Measure
6597069783362
        
Total Shareholder Return Vs Peer Group
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2024 was heavily influenced by our stock price increasing 69% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earn out level of in-progress relative TSR PRSUs).
6597069783353
        
Tabular List, Table
Most Important Financial Performance Measures
Non-GAAP Adjusted EBITDA (Total Company)
Annual Recurring Revenue (ARR)
Non-GAAP Adjusted EBITDA (R/R Segment)
       
Total Shareholder Return Amount $ 236.40 141.64 84.81 171.67 204.26
Peer Group Total Shareholder Return Amount 162.79 131.92 103.62 162.45 142.50
Net Income (Loss) $ (4,987,000) $ (69,752,000) $ (69,319,000) $ (75,799,000) $ (36,562,000)
Company Selected Measure Amount (6,350,000) (25,783,000) (18,845,000) (17,793,000) (12,453,000)
PEO Name Savneet Singh        
Additional 402(v) Disclosure The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ average total reported compensation for each year to determine the compensation actually paid:
2024 AdjustmentsPEO
($)		Average for
Non-PEO NEOs
($)
Reported Summary Compensation Table Total15,406,922 1,101,159 
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table(13,841,184)(567,621)
Plus, year-end fair value of outstanding and unvested equity awards granted during the year22,827,604 746,249 
Plus (less), change in fair value from prior year-end to fiscal year-end of outstanding and unvested equity awards granted during prior years6,305,547 225,146 
Plus, fair value as of vesting date of equity awards granted in fiscal year than vested during the fiscal year— 23,263 
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested during the year205,921 (6,992)
Less, fair value as of prior year-end of equity awards granted in prior years that failed to meet vesting conditions during the fiscal year— (543,184)
Equals, Compensation Actually Paid30,904,810 978,020 
Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Non-GAAP Adjusted EBITDA (Total Company)        
Non-GAAP Measure Description The dollar amounts reported represent the amount of adjusted EBITDA reflected in the Company’s audited financial statements for the applicable year (see “Compensation Discussion and Analysis—2024 Executive Compensation Program—Short-Term Incentive Compensation” above for more information). For 2024, adjusted EBITDA excludes income from discontinued operations related to the divestiture of PAR Government Systems Corporation.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Annual Recurring Revenue (ARR)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Non-GAAP Adjusted EBITDA (R/R Segment)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (13,841,184)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 22,827,604        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,305,547        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 205,921        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (567,621)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 746,249        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 225,146        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,263        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,992)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (543,184)