PTC Inc. Files Definitive Proxy Statement for 2025

Ticker: PTC · Form: DEF 14A · Filed: Jan 2, 2025 · CIK: 857005

Sentiment: neutral

Topics: proxy-statement, sec-filing, corporate-governance

TL;DR

PTC filed its proxy statement, shareholders vote soon.

AI Summary

PTC Inc. filed its definitive proxy statement (DEF 14A) on January 2, 2025, for its fiscal year ending September 30, 2025. The filing, which is not subject to a filing fee, concerns the solicitation of proxies for its annual meeting. The company, formerly known as Parametric Technology Corp, is headquartered at 121 Seaport Boulevard, Boston, MA.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including voting on corporate matters and the election of directors, directly impacting corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently contain new material risks.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxies from shareholders for their annual or special meetings, providing detailed information about the matters to be voted upon.

When is PTC Inc.'s fiscal year end?

PTC Inc.'s fiscal year ends on September 30 (0930).

What was PTC Inc.'s former name?

PTC Inc. was formerly known as PARAMETRIC TECHNOLOGY CORP.

Where is PTC Inc. headquartered?

PTC Inc. is headquartered at 121 SEAPORT BOULEVARD, BOSTON, MA, 02210.

Was there a filing fee associated with this DEF 14A filing?

No, the filing indicates 'No fee re' under Payment of Filing Fee, suggesting no fee was required for this filing.

Filing Stats: 3,989 words · 16 min read · ~13 pages · Grade level 20 · Accepted 2025-01-02 06:03:00

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 2024 PricewaterhouseCoopers LLP Services and Fees 5 Corporate Governance and the 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 13 Board and Committee Meetings and Attendance at the Annual Meeting 13 Director Election Process and Voting Standard 14 Board Evaluation Process 14 Director Nominations and Board Refreshment 15 Board Risk Oversight 17 Committees of the Board 20 Director and Executive Officer Stock Ownership Requirements 20 Insider Trading Policies and Procedures 21 Director Compensation 23 Communications with the Board 24

Executive Compensation

Executive Compensation 24 Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers 26 Compensation Discussion and Analysis 26 Our Compensation Philosophy 26 Our Compensation Design and Practices 28 FY2024 Performance-Based Compensation 31 FY2024 Compensation Decisions 33 How We Set Executive Compensation 34 Other Important Elements of Our Compensation Program 37 Annual Assessment of Risks Associated with Our Compensation Programs 38 Compensation Committee Report 39 Compensation Tables 39 Summary Compensation Table 41 Grants of Plan-Based Awards 42 Outstanding Equity Awards at Fiscal Year-End 44 Option Exercises and Stock Vested 45 Potential Payments Upon Termination or Change in Control 48 Additional Compensation Matters 48 Pay Ratio Disclosure 48 Pay versus Performance Disclosure 51 Auditor Matters 51 Proposal 3 — Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2025 51 Engagement of Independent Auditor and Approval of Professional Services and Fees 53 PricewaterhouseCoopers LLP Services and Fees 54 Report of the Audit Committee 55 Information about PTC Stock Ownership 55 Shareholders Who Own at Least 5% of PTC 56 Stock Owned by Directors and Officers 57 Information about the Annual Meeting and Voting 60 Other Governance Disclosures and Matters 60 Our Executive Officers 60 Shareholder Proposals and Nominations 61 2024 Amendments to the By-Laws 61 Transactions with Related Persons 61 Review of Transactions with Related Persons 62 Transactions with Related Persons 62 Delinquent Section 16(a) Reports 62 Help Us Reduce Our Environmental Impact A-1 Appendix A — Operating and Non- GAAP Financial Measures A-2 Performance Measures Used under Our Executives' Performance-Based Compensation A-2 Calculations and Reconcilia

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 AND OTHER REFERENCES Website references included throughout this Proxy Statement and references to our 2024 Impact Report are provided for convenience. The content on the referenced websites and in the 2024 Impact Report is not incorporated herein and is not part of this Proxy Statement. TABLE OF CONTENTS 2024 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock

Executive Compensation Highlights

Executive Compensation Highlights ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS FY2024 TARGET COMPENSATION MIX See Executive Compensation for more information about our executive compensation policies and practices. 2025 PROXY STATEMENT 3 TABLE OF CONTENTS 2024 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Annual Meeting Information Other Governance Appendix A 2024 PricewaterhouseCoopers LLP Services and Fees $3,463,198 Audit + Audit-Related Fees $1,000,000 Tax Preparation + Related Fees $2,152,000 Other Tax + Reporting Software Fees $6,615,198 Total PwC Fees See Auditor Matters for more information about PricewaterhouseCoopers LLP's services and fees. 4 2025 PROXY STATEMENT TABLE OF CONTENTS 2024 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Annual Meeting Information Other Governance Appendix A CORPORATE GOVERNANCE AND THE 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 Stock Ownership . The Board of Directors recommends that you vote FOR the election of all director nominees. Board Leadership Structure JANICE CHAFFIN Independent Board Chair Our Board is led by an independent Chair. We believe this Board leadership structure serves the company and

: Gender Identity

Part I: Gender Identity Directors 3 6 — —

: Demographic Background

Part I: Demographic Background Asian — 2 — — White 3 4 — — Did Not Disclose Demographic Background — — 8 2025 PROXY STATEMENT TABLE OF CONTENTS 2024 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Annual Meeting Information Other Governance Appendix A Director Nominees Independence of Our Directors Our Board of Directors has determined that all the director nominees, other than our Chief Executive Officer, Mr. Barua, are independent. 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 47 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. Chief Executive Officer (February 2024-present) CEO-Elect ( July 2023-Februrary 2024) 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 D

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