PTC Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: PTC · Form: DEF 14A · Filed: Jan 3, 2024 · CIK: 857005

Complexity: simple

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, CEO Transition, Corporate Governance, Software

TL;DR

<b>PTC Inc. announced its 2024 Annual Stockholders' Meeting date and a CEO transition, with Neil Barua succeeding Jim Heppelmann.</b>

AI Summary

PTC INC. (PTC) filed a Proxy Statement (DEF 14A) with the SEC on January 3, 2024. PTC Inc. filed its Definitive Proxy Statement (DEF 14A) on January 3, 2024. The filing is for the Annual Stockholders' Meeting scheduled for February 14, 2024. Neil Barua is set to succeed Jim Heppelmann as CEO on February 14, 2024. Jim Heppelmann will transition from the Board of Directors at the same time. The company's software is used by manufacturing firms for product design, manufacturing, and servicing.

Why It Matters

For investors and stakeholders tracking PTC INC., this filing contains several important signals. The proxy statement details executive compensation, board nominations, and other governance matters to be voted on by shareholders. The upcoming CEO transition signifies a significant leadership change for the company's strategic direction.

Risk Assessment

Risk Level: — PTC INC. shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial or operational disclosures that would indicate immediate risk.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and the CEO transition to make informed voting decisions.

Executive Compensation

NameTitleTotal Compensation
Neil BaruaChief Executive Officer
Jim HeppelmannChief Executive Officer

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

When did PTC INC. file this DEF 14A?

PTC INC. filed this Proxy Statement (DEF 14A) with the SEC on January 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PTC INC. (PTC).

Where can I read the original DEF 14A filing from PTC INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PTC INC..

What are the key takeaways from PTC INC.'s DEF 14A?

PTC INC. filed this DEF 14A on January 3, 2024. Key takeaways: PTC Inc. filed its Definitive Proxy Statement (DEF 14A) on January 3, 2024.. The filing is for the Annual Stockholders' Meeting scheduled for February 14, 2024.. Neil Barua is set to succeed Jim Heppelmann as CEO on February 14, 2024..

Is PTC INC. a risky investment based on this filing?

Based on this DEF 14A, PTC INC. presents a moderate-risk profile. The filing is a routine proxy statement and does not contain new financial or operational disclosures that would indicate immediate risk.

What should investors do after reading PTC INC.'s DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and the CEO transition to make informed voting decisions. The overall sentiment from this filing is neutral.

How does PTC INC. compare to its industry peers?

PTC Inc. operates in the software industry, providing solutions for product design, manufacturing, and servicing, primarily to manufacturing companies.

Are there regulatory concerns for PTC INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

PTC Inc. operates in the software industry, providing solutions for product design, manufacturing, and servicing, primarily to manufacturing companies.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proposals to be voted on at the Annual Stockholders' Meeting.
  2. Understand the details of the CEO succession plan and the transition of Jim Heppelmann from the Board.
  3. Evaluate the executive compensation details outlined in the proxy statement.

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement (Filed by PTC Inc. to provide shareholders with information for the annual meeting.)
Proxy Statement
A document filed with the SEC that contains information about matters to be voted on at a shareholder meeting. (Essential for shareholders to understand proposals and make informed voting decisions.)

Year-Over-Year Comparison

This filing is a routine DEF 14A and does not appear to be an amendment to a previous filing, indicating standard annual disclosure.

Filing Stats: 4,056 words · 16 min read · ~14 pages · Grade level 20 · Accepted 2024-01-03 16:24:54

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 2023 PricewaterhouseCoopers LLP Services and Fees 5 Corporate Governance and Board of Directors 5 Proposal 1 — Election of Directors 5 Board Leadership Structure 6 Snapshot of Board Composition 7 Specific Qualifications, Skills, and Experience 8 Board Diversity 9 Director Nominees 9 Independence of Our Directors 9 Biographies 14 Board and Committee Meetings and Attendance at the Annual Meeting 14 Director Election Process and Voting Standard 14 Board Evaluation Process 15 Director Nominations and Board Refreshment 15 Board Risk Oversight 17 The Committees of the Board 20 Director and Executive Officer Stock Ownership Requirements 20 No Hedging or Pledging of PTC Equity 20 Director Compensation 21 Director Compensation Table 22 Communications with the Board 23

Executive Compensation

Executive Compensation 23 Information About Our Executive Officers 25 Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers 27 Compensation Discussion and Analysis 27 Our Compensation Philosophy 27 Our Compensation Design and Practices 29 FY2023 Performance-Based Compensation 32 FY2023 Compensation Decisions 34 How We Set Executive Compensation 35 Other Important Elements of Our Compensation Program 38 Annual Assessment of Risks Associated with Our Compensation Programs 39 Compensation Committee Report 40 Compensation Tables 40 Summary Compensation Table 41 Grants of Plan-Based Awards 42 Outstanding Equity Awards at Fiscal Year-End 44 Option Exercises and Stock Vested 44 Potential Payments Upon Termination or Change in Control 47 Pay Ratio Disclosure 48 Pay versus Performance Disclosure 50 Auditor Matters 50 Proposal 3 — Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2024 50 Engagement of Independent Auditor and Approval of Professional Services and Fees 52 PricewaterhouseCoopers LLP Services and Fees 53 Report of the Audit Committee 54 Information about PTC Common Stock Ownership 54 Stockholders Who Own at Least 5% of PTC 54 Stock Owned by Directors and Officers 55 Delinquent Section 16(a) Reports 56 Transactions with Related Persons 56 Review of Transactions with Related Persons 56 Transactions with Related Persons 57 Information about the Annual Meeting and Voting 57 General Information 60 Stockholder Proposals and Nominations 61 Help Us Reduce Our Environmental Impact A-1 Appendix A — Operating and Non-GAAP Financial Measures A-1 Operating Measure A-1 Non-GAAP Financial Measures A-2 Performance Measures Used under Our Executives' Performance-Based Compensation A-2 Calculations and Reconciliations TABL

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In particular, statements that are not historical facts, including but not limited to, statements about our anticipated financial results, capital development and growth, as well as about the development of our products, markets and workforce, are forward-looking statements. These forward-looking statements are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on our current plans, expectations and assumptions and are not guarantees of future performance. Information about factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's Annual Report on Form 10-K, Forms 10-Q and other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements, which only speak as of the date made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. WEBSITE REFERENCES Website references included throughout this Proxy Statement are provided for convenience. The content on the referenced websites is not incorporated herein and is not part of this Proxy Statement. TABLE OF CONTENTS 2023 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Transactions with Related Persons Annual Meeting Information Ap

Executive Compensation Highlights

Executive Compensation Highlights ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS FY2023 TARGET COMPENSATION MIX (1) Average for our named executive officers other than Mr. Barua due to the fact he was not an executive officer until July 2023. See Proposal 2 , Compensation Discussion and Analysis , and Executive Compensation for more information about our executive compensation policies and practices. 2024 PROXY STATEMENT 3 TABLE OF CONTENTS 2023 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Transactions with Related Persons Annual Meeting Information Appendix A 2023 PricewaterhouseCoopers LLP Services and Fees $3,423,519 Audit + Audit-Related Fees $978,132 Tax Preparation + Related Fees $1,900,900 Other Tax + Reporting Software Fees $6,302,551 Total PwC Fees See Proposal 3 for more information about PricewaterhouseCoopers LLP's services. 4 2024 PROXY STATEMENT TABLE OF CONTENTS 2023 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Transactions with Related Persons Annual Meeting Information Appendix A CORPORATE GOVERNANCE AND BOARD OF DIRECTORS PROPOSAL 1 Election of Directors The Board is elected by the shareholders to represent and protect their interest in PTC. The Board selects and oversees the members of senior management, who are responsible for conducting the business of PTC. All director nominees are current directors of the company. Information about each of the director nominees, including their qualifications, skills and experience that led the Corporate Governance Committee and the Board to conclude that the director should serve as a director of the company, is discussed below. Information about their PTC stock ownership is set forth in Information about PTC Common Stock Ownership—Stock Owned by Directors and Officers . The Board of Director

: Gender Identity

Part I: Gender Identity Directors 3 7 — —

: Demographic Background

Part I: Demographic Background Asian — 3 — — White 3 4 — — Did Not Disclose Demographic Background — — 8 2024 PROXY STATEMENT TABLE OF CONTENTS 2023 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Transactions with Related Persons Annual Meeting Information Appendix A Director Nominees Independence of Our Directors Our Board of Directors has determined that all the director nominees, other than our CEO-Elect, Mr. Barua, are independent under applicable Nasdaq rules. None of the independent directors, to our knowledge, have any business, financial, familial, or other type of relationship with PTC or its management that would impact the director's independence. Biographies NEIL BARUA Director since 2023 Age 46 Other Public Company Boards None Key Qualifications Extensive leadership experience with global technology companies, including ServiceMax and IPC Systems Knowledge of PTC's technologies and the markets in which PTC operates Knowledge in technology investments due his experience at prominent technology-focused private equity firms, and a proven track record of growing businesses Strong financial acumen, a customer-first mindset, and a leadership style that empowers employees Career Highlights PTC Inc. CEO-Elect (July 2023-present) President, Service Lifecycle Management business (January 2023-July 2023) ServiceMax , a leader in Field Service Management Chief Executive Officer (April 2019- January 2023) IPC Systems, Inc. , a leading global provider of specialized technology solutions for the financial services industry Chief Executive Officer (2014-2018) Silver Lake and Francisco Partners , global private equity firms focused on investments in technology businesses Operating Partner Education Bachelor of Science in finance and economics, NYU Stern School of Business Skills Financial Marketi

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing