PTC Sets 2026 Shareholder Meeting Amid Strong 2025 Performance

Ticker: PTC · Form: DEF 14A · Filed: Dec 23, 2025 · CIK: 857005

Sentiment: bullish

Topics: Proxy Statement, Corporate Governance, Executive Compensation, Director Elections, Financial Performance, Software Industry, AI Integration, Shareholder Meeting

Related Tickers: PTC

TL;DR

**PTC's 2026 proxy reveals solid 2025 financials and a board refresh, signaling stability and continued focus on AI-driven growth; buy the dip if you can.**

AI Summary

PTC Inc. (PTC) is holding its 2026 Annual Meeting of Shareholders on February 11, 2026, where shareholders will vote on three key proposals: the election of eight directors, an advisory vote on named executive officer compensation (Say-on-Pay), and the confirmation of PricewaterhouseCoopers LLP as the independent auditor for 2026. As of December 12, 2025, there were 118,919,711 shares of common stock issued and outstanding, with each share entitled to one vote. The company reported strong business performance in fiscal year 2025, with Annual Run Rate (ARR) reaching $2.48 billion and free cash flow at $857 million. Total fees paid to PricewaterhouseCoopers LLP in 2025 amounted to $5,831,128, comprising $3,216,666 for audit and audit-related services, $1,000,000 for tax preparation, and $1,614,462 for other tax and reporting software fees. Two current directors, Mr. Lacy and Mr. Hanspal, will depart the Board in February 2026, leading to a refreshed board composition. PTC emphasizes its focus on the Intelligent Product Lifecycle, leveraging AI capabilities to enhance customer workflows and accelerate time to market.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming governance decisions, including director elections and executive compensation, directly impacting shareholder representation and accountability. The reported 2025 ARR of $2.48 billion and $857 million in free cash flow demonstrate PTC's robust financial health and operational efficiency, signaling continued growth in the competitive industrial software market. The departure of two long-serving directors and the introduction of new nominees could influence strategic direction and board oversight, affecting long-term value creation. For employees and customers, PTC's emphasis on AI integration within its Intelligent Product Lifecycle suggests ongoing innovation and a commitment to advanced solutions, potentially strengthening its market position against rivals like Dassault Systèmes and Siemens Digital Industries Software.

Risk Assessment

Risk Level: low — The risk level is low due to strong business performance highlights, including an Annual Run Rate (ARR) of $2.48 billion and free cash flow of $857 million in fiscal year 2025. The company also maintains a clear governance structure with an independent Board Chair, Janice Chaffin, and a well-defined process for director elections and auditor selection, indicating operational stability and transparency.

Analyst Insight

Investors should vote FOR the proposed director nominees and the advisory Say-on-Pay, given the company's strong 2025 financial performance and commitment to an independent board structure. Review the biographies of new director nominees James Lico and Trac Pham to understand their potential impact on future strategic decisions, particularly in manufacturing and financial acumen.

Executive Compensation

NameTitleTotal Compensation
Neil BaruaChief Executive Officer
Mark BenjaminIndependent Director (Chair of Compensation and People Committee)

Key Numbers

Key Players & Entities

FAQ

What are the key proposals to be voted on at PTC Inc.'s 2026 Annual Meeting?

At PTC Inc.'s 2026 Annual Meeting, shareholders will vote on three main proposals: the election of eight directors to serve until the 2027 Annual Meeting, an advisory vote to approve the compensation of named executive officers (Say-on-Pay), and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

What were PTC Inc.'s business performance highlights for fiscal year 2025?

PTC Inc. reported strong business performance in fiscal year 2025, with an Annual Run Rate (ARR) of $2.48 billion and free cash flow reaching $857 million. These figures indicate robust recurring revenue and significant cash generation from operations.

Who is the current CEO of PTC Inc. and when did he assume the role?

Neil Barua is the current Chief Executive Officer of PTC Inc. He assumed the role in February 2024, after serving as CEO-Elect from July 2023 to February 2024.

How much did PTC Inc. pay PricewaterhouseCoopers LLP in fees for 2025?

PTC Inc. paid a total of $5,831,128 to PricewaterhouseCoopers LLP in 2025. This amount included $3,216,666 for audit and audit-related fees, $1,000,000 for tax preparation and related fees, and $1,614,462 for other tax and reporting software fees.

What is the record date for voting at PTC Inc.'s 2026 Annual Meeting?

The record date for voting at PTC Inc.'s 2026 Annual Meeting is December 12, 2025. All shareholders as of this date have the right to attend and vote at the Annual Meeting.

How many shares of PTC Inc. common stock were outstanding as of the record date?

As of the record date, December 12, 2025, there were 118,919,711 shares of PTC Inc. common stock issued and outstanding. Each share is entitled to one vote.

What is PTC Inc.'s approach to board leadership?

PTC Inc.'s Board is led by an independent Chair, Janice Chaffin. The company believes this structure provides effective independent Board leadership and oversight, and its Corporate Governance Guidelines ensure a Lead Independent Director would be appointed if the Board Chair were not independent.

Which directors are leaving PTC Inc.'s Board in February 2026?

Two current directors, Mr. Lacy and Mr. Hanspal, will leave PTC Inc.'s Board at the expiration of their current terms in February 2026. Mr. Lacy is retiring after serving since 2009, and Mr. Hanspal is departing due to professional commitments.

What is the 'Intelligent Product Lifecycle' at PTC Inc.?

The 'Intelligent Product Lifecycle' at PTC Inc. refers to its strategy of establishing a strong product data foundation in engineering and democratizing access to that data across the enterprise. This enables customers to accelerate time to market, lower costs, improve quality, and enhance collaboration, especially with embedded AI capabilities.

What is the significance of the 'Say-on-Pay' vote for PTC Inc. shareholders?

The 'Say-on-Pay' vote for PTC Inc. shareholders is an advisory vote to approve the compensation of the named executive officers. While non-binding, it provides shareholders with an opportunity to express their opinion on the company's executive compensation practices and aligns executive incentives with shareholder interests.

Risk Factors

Industry Context

PTC operates in the software industry, focusing on the Intelligent Product Lifecycle. This sector is characterized by rapid technological advancements, particularly in AI, which companies like PTC leverage to enhance customer workflows and accelerate time to market. The competitive landscape involves other software providers offering solutions for product lifecycle management, design, and manufacturing.

Regulatory Implications

The filing highlights standard regulatory requirements such as the election of directors, advisory votes on executive compensation (Say-on-Pay), and the confirmation of independent auditors. Compliance with SEC regulations for proxy statements and corporate governance practices is paramount.

What Investors Should Do

  1. Vote on Director Nominees
  2. Vote on Say-on-Pay Proposal
  3. Vote on Auditor Confirmation

Key Dates

Glossary

DEF 14A
A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders and the matters to be voted upon. (This document is the primary source of information for the shareholder meeting, including director nominations, executive compensation, and auditor appointments.)
Annual Run Rate (ARR)
A measure of a company's recurring revenue from subscriptions or contracts, annualized based on the current recurring revenue. (Indicates the company's predictable revenue stream and growth trajectory, with PTC reporting $2.48 billion for fiscal year 2025.)
Free Cash Flow
The cash a company generates after accounting for cash outflows to support operations and maintain its capital assets. It represents the cash available to repay creditors, pay dividends, and reinvest in the business. (A key indicator of financial health and operational efficiency, with PTC reporting $857 million for fiscal year 2025.)
Say-on-Pay
An advisory (non-binding) shareholder vote on the compensation of the company's named executive officers. (Allows shareholders to express their views on the company's executive compensation practices, which is a proposal at the 2026 Annual Meeting.)
Independent Registered Public Accounting Firm
An external audit firm that is independent of the company it audits, as required by regulatory bodies like the SEC. (PricewaterhouseCoopers LLP is proposed for confirmation as PTC's auditor for 2026, a critical role for financial reporting integrity.)

Year-Over-Year Comparison

The provided text focuses on the upcoming 2026 Annual Meeting and fiscal year 2025 performance. It mentions strong business performance with ARR at $2.48 billion and free cash flow at $857 million for FY2025. The departure of two directors, Mr. Lacy and Mr. Hanspal, indicates a board refreshment. Specific comparative data to a prior filing (e.g., revenue growth, margin changes from FY2024) is not present in this excerpt.

Filing Stats: 4,035 words · 16 min read · ~13 pages · Grade level 20 · Accepted 2025-12-23 16:01:46

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 2025 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 Board Qualifications, Skills, and Experience 8 Director Nominees 8 Independence of Our Directors 9 Biographies 17 Board and Committee Meetings and Attendance at the Annual Meeting 17 Director Election Process and Voting Standard 17 Board Evaluation Process 18 Director Nominations and Board Refreshment 19 Board Risk Oversight 20 Committees of the Board 23 Director and Executive Officer Stock Ownership Requirements 23 Insider Trading Policies and Procedures 24 Director Compensation 26 Communications with the Board 27

Executive Compensation

Executive Compensation 27 Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers 29 Compensation Discussion and Analysis 31 Our Compensation Philosophy 32 Our Executive Compensation Practices 33 Our Compensation Design 42 How We Set Executive Compensation 43 Other Important Elements of Our Compensation Program 46 Annual Assessment of Risks Associated with Our Compensation Programs 47 Compensation and People Committee Report 48 Compensation Tables 48 Summary Compensation Table 50 Grants of Plan-Based Awards 51 Outstanding Equity Awards at Fiscal Year-End 52 Options Exercised and Stock Vested 53 Potential Payments Upon Termination or Change in Control 56 Additional Compensation Matters 56 Pay Ratio Disclosure 56 Pay versus Performance Disclosure 59 Auditor Matters 59 Proposal 3 — Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2026 59 Engagement of Independent Auditor and Approval of Professional Services and Fees 61 PricewaterhouseCoopers LLP Services and Fees 62 Report of the Audit Committee 63 Information about PTC Stock Ownership 63 Shareholders Who Own at Least 5% of PTC 64 Stock Owned by Directors and Officers 65 Information about the Annual Meeting and Voting 65 Proposals to be Voted on at the Meeting and Voting Standard 66 Attendance at the Virtual Annual Meeting 67 Questions and Requests 68 Other Governance Disclosures and Matters 68 Our Executive Officers 68 Shareholder Proposals and Nominations 69 Transactions with Related Persons 69 Review of Transactions with Related Persons 69 Transactions with Related Persons 69 Delinquent Section 16(a) Reports 70 Help Us Reduce Our Environmental Impact A-1 Appendix A — Operating and Non-GAAP Financial Measures A-2 Calculations and Reconciliations TABLE OF CONT

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 2025 Impact Report are provided for convenience. The content on the referenced websites and in the 2025 Impact Report is not incorporated herein and is not part of this Proxy Statement. TABLE OF CONTENTS 2025 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock

Executive Compensation Highlights

Executive Compensation Highlights ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS 2025 TARGET COMPENSATION MIX See Executive Compensation for more information about our executive compensation policies and practices. 2026 PROXY STATEMENT 3 TABLE OF CONTENTS 2025 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Annual Meeting Information Other Governance Appendix A 2025 PricewaterhouseCoopers LLP Services and Fees $3,216,666 Audit + Audit-Related Fees $1,000,000 Tax Preparation + Related Fees $1,614,462 Other Tax + Reporting Software Fees $5,831,128 Total PwC Fees See Auditor Matters for more information about PricewaterhouseCoopers LLP's services and fees. 4 2026 PROXY STATEMENT TABLE OF CONTENTS 2025 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 . Two of our current directors, Mr. Lacy and Mr. Hanspal, will leave the Board at the expiration of their current terms in February 2026. Mr. Lacy will retire after serving on the Board since 2009, and Mr. Hanspal leaves due to his professional commitments. We thank both Mr. L

Business

Business Manufa- cturing Marketing & GTM Public Company Board Software Product Management Strategic Transactions Technology Industry Neil Barua Mark Benjamin Robert Bernshteyn Janice Chaffin Michal Katz Corinna Lathan James Lico Trac Pham Total 7 8 7 5 4 7 4 8 8 Director Nominees Independence of Our Directors Our Board of Directors has determined that all our directors, other than our Chief Executive Officer, Mr. Barua, are independent. None of the independent directors are known to have any business, financial, familial, or other type of relationship with PTC or its management that would impact the director's independence. 8 2026 PROXY STATEMENT TABLE OF CONTENTS 2025 Highlights Proxy Summary Corporate Governance Executive Compensation Auditor Matters PTC Stock Annual Meeting Information Other Governance Appendix A Biographies NEIL BARUA Director since 2023 Age 48 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 to 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

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