DEF 14A of PTC Inc., Jan 3, 2024

DEF 14A of PTC Inc.

Filed Jan 3, 2024 · FY20230001104659-24-000848

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name and Primary Occupation | | Age | Director since | Independent | PTC Committee Memberships | | | | | | | | | | Audit | Compensation and People | Corporate Governance | Cybersecurity | | | Neil Barua CEO-Elect, PTC Inc. | 46 | 2023 | | | | | | | | Mark Benjamin Former Chief Executive Officer, Nuance Communications | 53 | 2021 | | | | | | | | Janice Chaffin Former Group President, Consumer Business Unit, Symantec | 69 | 2013 | | | | | | | | Amar Hanspal Former Chief Executive Officer, Bright Machines; Former Co-CEO, Autodesk | 60 | 2022 | | | | | | | | Michal Katz Head of Investment and Corporate Banking, Americas, Mizuho Financial Group | 56 | 2022 | | | | | | | | Paul Lacy Former President, Kronos Incorporated | 76 | 2009 | | | | | | | | Dr. Corinna Lathan Former Chief Executive Officer, AnthroTronix | 56 | 2017 | | | | | | | | Janesh Moorjani Chief Financial Officer and Chief Operating Officer of Elastic N.V. | 51 | 2023 | | | | | | | | Robert Schechter Former Chief Executive Officer, NMS Communications | 75 | 2009 | | | | | | | | Total Meetings in 2023 | Board — 5 | | | 8 | 4 | 4 | 4 |

  3. Director Nominees

    | | Lead Independent Director | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |

  4. Director Nominees

    | 2 | | 2024 PROXY STATEMENT | |

  5. Director Nominees

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  6. BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, EXPERIENCE, AND DIVERSITY

    BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, EXPERIENCE, AND DIVERSITY

  7. BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, EXPERIENCE, AND DIVERSITY

    | DIVERSITY AND SKILLS | | | | | | | | | | | Nominee | Gender or Ethnically Diverse | Leadership | Strategy | Global | Financial | Software Industry | Manufa- cturing | Marketing | R&D | | Neil Barua | | | | | | | | | | | Mark Benjamin | | | | | | | | | | | Janice Chaffin | | | | | | | | | | | Amar Hanspal | | | | | | | | | | | Michal Katz | | | | | | | | | | | Paul Lacy | | | | | | | | | | | Corinna Lathan | | | | | | | | | | | Janesh Moorjani | | | | | | | | | | | Robert Schechter | | | | | | | | | | | Total | 6 | 9 | 9 | 9 | 9 | 9 | 3 | 6 | 3 |

  8. Board Diversity

    Board Diversity The Corporate Governance Committee’s mandate is to create and maintain a Board with a diverse set of skills and attributes that aligns with PTC’s current and anticipated future strategic needs. The Board and Corporate Governance Committee value diversity and believe that diversity among the directors as to personal and professional experiences, opinions, perspectives, and backgrounds, including diversity with respect to race, ethnicity, gender, age, and cultural backgrounds is desirable. The Corporate Governance Committee actively seeks diverse candidates by requiring that all slates of proposed candidates include at least two racially and/or ethnically diverse candidates and opening the aperture to identify candidates that might not otherwise be identified.

  9. BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024

    BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024

  10. BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024

    | Total Number of Directors: 10 | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | — | — | | Part I: Demographic Background | | | | | | Asian | — | 3 | — | — | | White | 3 | 4 | — | — | | Did Not Disclose Demographic Background | — | — | | |

  11. BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024

    | 8 | | 2024 PROXY STATEMENT | |

  12. BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  13. Director Nominees

    Director Nominees

  14. Independence of Our Directors

    Independence of Our Directors

  15. 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. | |

  16. Biographies

    Biographies

  17. 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 | | Marketing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  18. Biographies

    | | 2024 PROXY STATEMENT | | 9 |

  19. Biographies

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  20. Biographies

    | MARK BENJAMIN | | Independent Director since 2021 | | | | | Age 53 Board Committees • Compensation and People (Chair) • Cybersecurity Other Public Company Boards • Fidelity National Information Services, Inc. (FIS Global) • Nuance Communications, Inc. (2018-2022) | Key Qualifications • Extensive leadership experience with large global technology companies, including Nuance Communications, NCR Corporation, and ADP • Extensive experience advancing growth initiatives related to cloud, SaaS, mobile, big data, and IoT solutions Career Highlights Nuance Communications, Inc., a global software company that provides speech recognition solutions, powered by artificial intelligence • Chief Executive Officer (April 2018-November 2023) NCR Corporation, a provider of enterprise software, hardware, and services • President and Chief Operating Officer (October 2016-March 2018) | Automatic Data Processing, Inc. (ADP), a provider of human resources management software and services • Over 20 years in various leadership positions, including as President of Global Enterprise Solutions (July 2013-October 2016) Education • Bachelor’s degree in international finance and marketing, University of Miami | | | | | | | Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  21. Biographies

    | JANICE CHAFFIN | | Independent Director since 2013 Lead Independent Director since 2023 | | | | | Age 69 Board Committees • Compensation and People • Corporate Governance (Chair) • Cybersecurity (Chair) Other Public Company Boards • Informatica Inc. • Synopsis, Inc. • Electronics for Imaging Inc. (2018-2019) • International Game Technology (2010-2015) | Key Qualifications • Significant leadership experience with large global technology companies • Financial and accounting expertise as a result of her positions at Symantec Corporation and Hewlett-Packard Company and her service on the Audit Committees of Synopsys, International Game Technology and Informatica • Significant expertise in corporate governance due to her being a NACD Fellow, the highest credential level for corporate directors by the National Association of Corporate Directors • Significant experience in cybersecurity as a result of her roles at Symantec, and completion of the CERT Certificate in Cyber-Risk Oversight program of the Software Engineering Institute of Carnegie Mellon University • Periodic speaker on the topic of Diversity, Equity, and Inclusion at the Anderson School of Management at the University of California, Los Angeles | Career Highlights Symantec Corporation, a global leader in providing cybersecurity solutions • Group President, Consumer business unit (April 2007-March 2013) • Chief Marketing Officer (2003-2007) Hewlett-Packard Company, a multinational information technology company • Over 20 years in management and marketing leadership positions Education • Master of Business Administration, University of California, San Diego • Bachelor of Arts, University of California, Los Angeles | | | | | | | Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  22. Biographies

    | 10 | | 2024 PROXY STATEMENT | |

  23. Biographies

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  24. Biographies

    | AMAR HANSPAL | | Independent Director since 2022 | | | | | Age 60 Board Committees • Cybersecurity • Corporate Governance Other Public Company Boards • Aspen Technology, Inc. (2020-2022) | Key Qualifications • Significant leadership and industry experience as a result of his roles as CEO of Bright Machines and Co-CEO and Chief Product Officer of Autodesk Career Highlights Bright Machines, Inc., a software and robotics company that provides automation applications for the manufacturing industry • Chief Executive Officer (May 2018-December 2021) Autodesk, Inc., an enterprise design software company • Co-Chief Executive Officer (February 2017-June 2017) • Chief Product Officer (November 2011-February 2017) | Education • Executive Managerial Program, Stanford University • Master’s degree in mechanical engineering, NY State University, New York • Bachelor’s degree in mechanical engineering, Bombay University, India | | | | | | | Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Research & Development | | | | | Leadership | | Software Industry | | | | | Manufacturing | | Strategy |

  25. Biographies

    | MICHAL KATZ | | Independent Director since 2022 | | | | | Age 56 Board Committees • Audit Other Public Company Boards • Nuance Communications, Inc. (2018-2022) | Key Qualifications • Significant leadership and financial experience as a result of her roles at Mizuho Financial Group, RBC Capital Markets, and Barclays • Experience with strategic initiatives, and strong insights into the intersection of the financial and technology markets Career Highlights Mizuho Financial Group, Inc., a banking holding company headquartered in Tokyo. • Head of Investment and Corporate Banking, Americas (November 2019-Present) RBC Capital Markets, LLC, a global investment bank • Managing Director and Co-Head of Global Technology Investment Banking (March 2013-October 2019) | Barclays Capital Inc., a multinational universal bank headquartered in London • Managing Director and Global Head of Software Investment Banking (September 2008-March 2013) Education • Juris Doctor, New York University • Bachelor’s degree in political science, Birmingham University | | | | | | | Skills | | | | | | | | Financial | | Software Industry | | | | | Global | | Strategy | | | | | Leadership | | |

  26. Biographies

    | | 2024 PROXY STATEMENT | | 11 |

  27. Biographies

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  28. Biographies

    | PAUL LACY | | Independent Director since 2009 | | | | | Age 76 Board Committees • Audit (Chair) • Compensation and People • Corporate Governance Other Public Company Boards • None | Key Qualifications • Significant leadership and public company software experience as a result of his positions at Kronos Incorporated • Extensive financial accounting and manufacturing expertise as a result of his positions at Kronos • During his tenure at Kronos, Kronos grew from a $26 million hardware company into a $662 million enterprise software company Career Highlights Kronos Incorporated, a global enterprise software company • President (May 2006-June 2008) • President, Chief Financial and Administrative Officer (November 2005-April 2006) | • Executive Vice President and Chief Financial and administrative Officer (April 2002-October 2005) Education • Juris Doctor, Boston College School of Law • Bachelor of Science in accounting, Boston College | | | | | | | Skills | | | | | | | | Financial | | Manufacturing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  29. Biographies

    | DR. CORINNA LATHAN | | Independent Director since 2017 | | | | | Age 56 Board Committees • Audit • Cybersecurity Other Public Company Boards • Ekso Bionics Holdings, Inc. | Key Qualifications • Extensive experience as a leader and technology innovator as a result of her work at AnthroTronix • Deep expertise in human-technology interfaces for robotics and mobile technology platforms • Significant experience and expertise in augmented reality and other technologies Career Highlights AnthroTronix, Inc., a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality • Chief Executive Officer, Co-Founder, and Chair of the Board (July 1999-June 2022) University of Maryland, College Park • Adjunct Associate Professor of Aerospace Engineering (1998-2003) | The Catholic University of America • Associate Professor of Biomedical Engineering (1995-1999) Education • Ph.D. in neuroscience, MIT • S.M. in aeronautics and astronautics, MIT • Bachelor of Arts degree in biopsychology and mathematics, Swarthmore College | | | | | | | Skills | | | | | | | | Financial | | Research & Development | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  30. Biographies

    | 12 | | 2024 PROXY STATEMENT | |

  31. Biographies

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  32. Biographies

    | JANESH MOORJANI | | Independent Director since 2023 | | | | | Age 51 Board Committees • Audit Other Public Company Boards • None | Key Qualifications • Extensive technology, operational, and financial leadership as a result of his work at large global technology companies, including Elastic N.V., Infoblox, VMware, and Cisco. • Public company finance and sales expertise • Extensive experience helping to fuel growth and drive transformation in large and mid-size technology companies. Career Highlights Elastic N.V., a data analytics company for search-powered solutions • Chief Financial Officer and Chief Operating Officer (May 2022-present) • Chief Financial Officer (August 2017-May 2022) Infloblox, a privately held IT automation and security company. • Executive Vice President and Chief Financial Officer (2016-2017) VMware, Inc., a cloud computing and virtualization technology company • Leadership roles, Finance (2013-2016) | Cisco Systems, Inc., a multinational digital communications technology corporation • Leadership roles in Sales and Finance (2004-2013) Education • Master of Business Administration, the Wharton School of the University of Pennsylvania • Bachelor of Commerce degree, University of Mumbai | | | | | | | Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  33. Biographies

    | ROBERT SCHECHTER | | Independent Director since 2009 | | | | | Age 75 Board Committees • Audit • Compensation and People Other Public Company Boards • Mimecast Limited (2019-2022) • Telaria, Inc. (2013-2020) | Key Qualifications • Significant financial and accounting expertise as a result of his experience at Coopers & Lybrand, LLP, his position as Chief Executive Officer of NMS Communications Corporation, and his position as Chief Financial Officer at Lotus Development Corporation • Relevant knowledge of the manufacturing market and process through his position at NMS Communications Corporation • Marketing, technology and research and development expertise as a result of his position as Senior Vice President at Lotus Development Corporation, where he was responsible for all sales, marketing, customer service, and product development outside North America Career Highlights NMS Communications Corporation, a global provider of hardware and software solutions for the communications industry • Chief Executive Officer (1995-2008) | Lotus Development Corporation, a leading software company • Senior Vice President, International Operations (1990-1994) • Chief Financial Officer (1987-1990) Coopers & Lybrand, LLP, an independent accounting firm • Partner, Chair of the Northeast Region High-Tech Practice (1973-1987) Education • Master of Business Administration, the Wharton School of the University of Pennsylvania • Bachelor of Science degree, Rensselaer Polytechnic Institute | | | | | | | Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Research & Development | | | | | Leadership | | Software Industry | | | | | Manufacturing | | Strategy |

  34. Biographies

    | | 2024 PROXY STATEMENT | | 13 |

  35. Biographies

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  36. Director Compensation

    Director Compensation We pay our non-employee directors a mix of cash and equity compensation. We do not pay any compensation to our CEO or the CEO-Elect for service on the Board. The amounts established for the annual Board and committee cash and equity retainers for the most recent year are shown in the table below. The retainers are the only compensation paid for service as a director; we do not pay meeting fees for attendance at board or committee meetings.

  37. Director Compensation

    | 20 | | 2024 PROXY STATEMENT | |

  38. Director Compensation

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  39. Director Compensation Process and Decisions

    Director Compensation Process and Decisions The Board establishes the annual compensation for the directors at the meeting of the Board of Directors held directly after the Annual Meeting of Stockholders. In setting such compensation, the Board considers the recommendation of the Corporate Governance Committee. In making its recommendation for the 2023 Board year, the Corporate Governance Committee considered a competitive assessment of the directors’ compensation with that of our compensation peer group (described in Compensation Discussion and Analysis) and reviewed each element of compensation to determine whether the compensation is competitive and reasonable for the services provided by the directors. Based on that review, no changes were made to our directors’ compensation for the 2023 Board year. We provide a higher annual retainer for an independent director’s service as the Chairman of the Board given the additional work required by that position, but do not pay a committee chair retainer to the Chairman of the Board for service as the Chair of any committee. We do not pay any retainer to the Chairman of the Board if the Chairman of the Board is the company’s Chief Executive Officer. We provide different retainers for the Chairs and members of the various committees based on the anticipated level of work required with respect to the position and the committee. Mr. Schechter served as our Chairman of the Board from October 2022 through July 2023 and was paid accordingly. In connection with our CEO transition announced at the end of July 2023, Mr. Heppelmann, our CEO, was named Chairman of the Board and receives no compensation for his service in this role. Ms. Chaffin was named Lead Independent Director when Mr. Heppelmann was named Chairman of the Board. We also believe that providing a majority of our directors’ annual retainer compensation in the form of equity rather than cash serves to further align the interests of our directors with our shareholders as they become shareholders themselves. Accordingly, in accordance with our established practice, we made a standard new director equity grant to Janesh Moorjani upon joining the Board. The grant was equal to 1.5x the annual equity retainer, and vests in two substantially equal installments in June 2024 and 2025.

  40. 2023 Director Compensation

    2023 Director Compensation The amounts shown in the Fees Earned or Paid in Cash column of the table are each non-employee director’s annual board and committee retainer fees paid for the year. The amounts shown in the Stock Awards column of the table are the value of the equity awards (RSUs) made to the directors during the year.

  41. 2023 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards (#) | Stock Awards(2)(7) ($) | Total ($) | | Mark Benjamin | $92,500 | 1,901 | $249,905 | $342,405 | | Janice Chaffin(3) Lead Independent Director | $107,500 | 1,901 | $249,905 | $357,405 | | Amar Hanspal | $65,000 | 1,901 | $249,905 | $314,905 | | Michal Katz | $68,938 | 1,901 | $249,905 | $318,843 | | Paul Lacy | $112,500 | 1,901 | $249,905 | $362,405 | | Corinna Lathan | $82,500 | 1,901 | $249,905 | $332,405 | | Janesh Moorjani(4) | $17,646 | 4,037 | $548,830 | $566,476 | | Robert Schechter(3) | $152,500 | 2,282 | $299,992 | $452,492 | | Klaus Hoehn(5) | $35,000 | — | — | $35,000 | | Blake Moret(6) | $64,932 | 1,901 | $249,905 | $314,837 |

  42. 2023 Director Compensation

    As employees of PTC, Mr. Heppelmann, our Chairman of the Board and Chief Executive Officer, and Neil Barua, our CEO-Elect, receive no compensation for their service as a director, and accordingly, are not shown in the Director Compensation Table.

  43. 2023 Director Compensation

    | | 2024 PROXY STATEMENT | | 21 |

  44. 2023 Director Compensation

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  45. 2023 Director Compensation

    Grant date fair value of restricted stock units granted on February 16, 2023, and, for Mr. Moorjani, June 7, 2023. The grant date fair value is equal to the number of RSUs granted multiplied by the closing price of our common stock on the NASDAQ Stock Market on the grant date, $131.46 per share, and, for Mr. Moorjani, $135.96 per share. (3) Mr. Schechter served as Chairman of the Board from October 2022 through July 2023. Ms. Chaffin was appointed Lead Independent Director in late July 2023 and continues to serve as such. (4) Mr. Moorjani joined the Board on June 7, 2023. His Stock Awards reflect a pro-rated annual equity grant of 1,279 RSUs and a new director grant of 2,758 RSUs. His new director grant vests in two equal installments on June 15, 2024 and June 15, 2025. (5) Mr. Hoehn’s term ended at the February 16, 2023 Annual Meeting of Stockholders. (6) Mr. Moret resigned from the Board effective as of August 1, 2023 pursuant to the terms of the Share Purchase Agreement between PTC Inc. and Rockwell Automation Inc. dated as of June 11, 2018, as amended on May 11, 2021, after Rockwell Automation’s ownership of PTC shares fell below 5% of PTC’s outstanding shares. Mr. Moret forfeited the stock awards for 2023 shown in the table on August 1, 2023. (7) The number of outstanding RSUs held by each non-employee director as of September 30, 2023 is shown in the table below. No director held options.

  46. 2023 Director Compensation

    | Name | Restricted Stock Units (#) | | Mark Benjamin | 1,901 | | Janice Chaffin | 1,901 | | Amar Hanspal | 3,657 | | Michal Katz | 3,462 | | Paul Lacy | 1,901 | | Corinna Lathan | 1,901 | | Janesh Moorjani | 4,037 | | Robert Schechter | 2,282 | | Klaus Hoehn | — | | Blake Moret | — |

  47. Long-Term Pay and Performance Alignment

    Long-Term Pay and Performance Alignment

  48. Long-Term Pay and Performance Alignment

    | Our performance over the past several years reflects the efficacy and success of aligning executive compensation with our strategic plan. This pay-for-performance approach has resulted in pay and performance alignment and will continue to be the centerpiece of our executive compensation programs. |

  49. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs

  50. How Our Operating Performance RSUs Work

    How Our Operating Performance RSUs Work Our operating performance RSUs are eligible to vest in three substantially equal installments over three years. Operating performance RSUs will vest only after the performance threshold is achieved and only to the extent the performance target is achieved. Up to 200% of the operating performance RSUs can be earned. Operating performance RSUs not earned for the applicable year are forfeited. The performance measures for the operating performance RSUs are established on the grant date for all performance periods. We use annual performance periods and vesting as we believe it more effectively focuses our executives on delivering consistent performance over the three-year period. The rationale behind the annual measurement period and vesting opportunity is supported by the fact that RSUs not earned for a performance period are forfeited.

  51. How Our Relative TSR RSUs Work

    How Our Relative TSR RSUs Work Our relative TSR RSUs issued in FY2023 and FY2022 each have one three-year performance period. The relative TSR RSUs will vest only after the performance threshold is achieved and only to the extent the relative TSR performance target is achieved. Up to 200% of the relative TSR RSUs can be earned. However, if the stock price as of the last day of three-year performance period is lower than the stock price as of the beginning of the period, then the maximum number of relative TSR RSUs that can be earned is capped at 100%, even if performance exceeds Target. The performance measure for the relative TSR RSUs is established on the grant date.

  52. How Our Service RSUs Work

    How Our Service RSUs Work Our service RSUs vest in three substantially equal annual installments, provided that the executive remains employed on the applicable vest date.

  53. FY2023 Performance-Based Compensation

    | The performance measures we develop and use for our operating performance-based compensation are designed to drive performance against our short-term and long-term business plans and objectives and create value for our shareholders. Our relative TSR RSUs align our executives’ experience with our shareholders’ experience. |

  54. FY2023 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

    FY2023 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

  55. FY2023 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (Cap 135%) | Achievement | Earned | | Free Cash Flow(1) | $525 Million | $550 Million | $585 Million | $587 Million | 135% |

  56. FY2023 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

    (1) Free Cash Flow is cash flow from operations net of capital expenditures for the applicable period. The Free Cash Flow growth targets were developed in the context of our financial operating plan and targets for FY2023, with the Target representing an increase of 32% in Free Cash Flow over FY2022. FY2023 Free Cash Flow consisted of $611 million of cash from operations net of $24 million of capital expenditures.

  57. LONG-TERM PERFORMANCE-BASED EQUITY

    LONG-TERM PERFORMANCE-BASED EQUITY Long-term performance-based RSUs are a significant component of our executives’ compensation and focus our executives on long-term value creation. RSUs not earned for a performance period are forfeited. As our operating performance-based RSUs have annual performance periods and vesting opportunities, one-third of such RSUs granted in FY2021, FY2022 and FY2023 were eligible to be earned and vest for FY2023. The ARR and adjusted free cash flow measures below are described and reconciled in Appendix A.

  58. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

  59. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | FY2023 ARR Growth over FY2022 | 6% | 10% | 16% | 13% | 144% |

  60. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | FY2025 Relative TSR vs. over FY2022(1)(2) | 25th Percentile | 50th Percentile | 90th Percentile | —(3) | —(3) |

  61. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    (1) The FY2023 relative TSR RSUs use the S&P 500 Software & Services Index, excluding seven services companies included in the Index, plus compensation peer group companies not included in the Index, as the comparison group. (2) If the weighted average PTC stock price as of September 30, 2022 is higher than the weighted average PTC stock price on September 30, 2025, the maximum number of RSUs that can be earned is 100% of the RSUs even if relative TSR is achieved above the 50th percentile. The stock price value is determined using a 30-day weighted average for the applicable period. As the relative TSR RSUs have a three-year performance period ending September 30, 2025, no RSUs could be earned for FY2023.

  62. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    | 30 | | 2024 PROXY STATEMENT | |

  63. FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  64. PRIOR PERIOD PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR FY2023

    PRIOR PERIOD PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR FY2023

  65. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

  66. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (25% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | AFCF Growth over FY2022 | 10% | 25% | 40% | 34% | 157% |

  67. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | FY2024 Relative TSR vs. over FY2021(1)(2) | 25th Percentile | 50th Percentile | 90th Percentile | —(3) | —(3) |

  68. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    (1) The FY2022 relative TSR performance-based RSUs use the S&P 500 Software & Services Index, excluding five services companies then included in the Index, plus compensation peer group companies not included in the Index, as the comparison group. (2) If the weighted average PTC stock price as of September 30, 2021 is higher than the weighted average PTC stock price on September 30, 2024, the maximum number of RSUs that can be earned is 100% of the RSUs even if relative TSR is achieved above the 50th percentile. The stock price value is determined using a 30-day weighted average for the applicable period. (3) As the relative TSR RSUs have a three-year performance period ending September 30, 2024, no RSUs could be earned for FY2023.

  69. FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

  70. FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | AFCF Growth over FY2022 | 10% | 25% | 40% | 34% | 157% |

  71. FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | Relative TSR vs. over FY2020(1)(2) | 25th Percentile | 50th Percentile | 90th Percentile | 75th Percentile | 150% |

  72. FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023

    (1) The comparison group of companies for the FY2021 relative TSR RSUs was the S&P 400 Software and Services Index plus any FY2021 compensation peer group companies not included in that Index. (2) If the PTC weighted average stock price as of September 30, 2020 was higher than the PTC weighted average stock price as of September 30, 2023, the maximum number of RSUs that could be earned for FY2023 was 100% of the Target RSUs for FY2023 even if relative TSR was achieved above the 50th percentile. The weighted average stock price is determined using a 30-day weighted average for the applicable period ending on September 30.

  73. CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023

    CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023

  74. CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023

    | Performance Measure | Weight | | Threshold (50% Earned) | Target (100% Earned) | Upside (110% Earned) | Achievement | Earned | | ARR Growth over FY2022 | | 50% | 8% | 10% | 14% | 13% | 106% | | AFCF Growth over FY2022 | | 50% | 10% | 25% | 40% | 34% | |

  75. CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023

    | | 2024 PROXY STATEMENT | | 31 |

  76. CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  77. FY2023 Compensation Decisions

    | NEIL BARUA CEO-Elect | | | | Mr. Barua joined PTC in January 2023 upon PTC’s acquisition of ServiceMax, where he was the CEO. Upon joining PTC, he was appointed as President of PTC’s Service Lifecycle Management Business and served in that role until his appointment as CEO-Elect in July 2023. His initial annual salary and target annual performance-based bonus were each set at $500,000. He was also granted service-based RSUs designed to incentivize and retain him given the importance of retaining him to drive our SLM business. Those RSUs were valued at $5,000,000 on the date of grant — $2,000,000 of which will vest in January 2025, and the other $3,000,000 of which will vest over three years in in three substantially equal tranches. Upon his promotion to CEO-Elect in July 2023, the Committee established his target compensation in an amount commensurate with the CEO role based on July 2023 market data for peer group CEO compensation. Accordingly, his base salary was increased to $800,000 and his target annual performance-based bonus was increased to $1,200,000, both of which were pro-rated for 2023, and his target annual equity grant for 2024 was set at $10 million. He also received a promotion grant of service-based RSUs valued at $5,000,000 on the date of grant that vests in three substantially equal tranches over three years, which grant was designed to bring his 2023 equity to the level commensurate with the CEO role. The Committee elected to grant service-based RSUs as the grant was made in late July 2023, 10 months into our fiscal 2023, and performance measures for 2024 had not yet been established. We note that Mr. Barua’s equity granted in November 2023 for our fiscal 2024 was 50% performance-based and 50% service-based. We also agreed to pay up to $25,000 for his legal fees incurred in connection with his employment arrangements with us. Finally, as Mr. Barua was based in California, we asked that he relocate to the Boston area where our worldwide headquarters are located, and we made a one-time payment to him valued at $200,000 after tax to facilitate his relocation. The Committee believed it was appropriate to compensate Mr. Barua at the CEO role level during the CEO transition period given that Mr. Barua shared day-to-day operational responsibility with Mr. Heppelmann, the relatively short period of overlap, and the importance of ensuring a successful leadership transition from Mr. Heppelmann to Mr. Barua, which transition process has included Mr. Heppelmann and Mr. Barua traveling together to our offices worldwide to meet with our employees, engaging together in certain customer engagements, and introducing Mr. Barua to analysts and investors. |

  78. FY2023 Compensation Decisions

    | MICHAEL DITULLIO President and Chief Operating Officer | | | | Mr. DiTullio entered FY2023 as the President, Digital Thread Business. After evaluating Mr. DiTullio’s compensation and performance for 2022 and his pay relative to other executives with a similar span of control, the Committee increased his base salary to $515,000, his target annual performance-based bonus to $515,000, and his target annual long-term RSUs to $4,000,000 for 2023. In February 2023, he was promoted to President and Chief Operating Officer. In connection with such promotion, the Committee increased his base salary to $550,000 and target bonus to $550,000, both of which were pro-rated for the year. He also received a promotion RSU grant valued at $500,000 on the date of grant that vests in three substantially equal tranches over three years. |

  79. FY2023 Compensation Decisions

    | AARON VON STAATS Executive Vice President, General Counsel and Secretary | | | | Mr. von Staats has served as our General Counsel since 2003. When establishing his compensation for 2023, the Committee evaluated his compensation against the compensation peer group and his performance. Given his performance and his compensation relative to his peers in the compensation peer group, the Committee increased his target annual long-term RSUs to $2,500,000 for 2023 to maintain his total target compensation at approximately the 50th percentile. |

  80. Independent Compensation Consultant

    Independent Compensation Consultant The Committee engaged Pearl Meyer & Partners, LLC as its independent compensation consultant for FY2023. The Committee assessed the independence of Pearl Meyer and determined that Pearl Meyer is independent of PTC and has no relationships that could create a conflict of interest with PTC. As part of its assessment, the Committee considered the fact that Pearl Meyer provides no other services to PTC and consults with PTC’s management only as necessary to provide the services described below. Pearl Meyer provides a range of services to the Committee to support the Committee in fulfilling its responsibilities, including providing: • legislative and regulatory updates, • peer group compensation data, • advice on the structure and competitiveness of our compensation programs, and • advice on the consistency of our programs with our executive compensation philosophy. Pearl Meyer attends Committee meetings, reviews compensation data with the Committee, and participates in discussions regarding executive compensation issues. The Committee meets with Pearl Meyer with and without PTC management present. Pearl Meyer was paid $173,149 for services to the Compensation Committee in FY2023. No other compensation was paid to Pearl Meyer for FY2023.

  81. Determination of the Total Amount of Compensation

    Determination of the Total Amount of Compensation We make decisions regarding the amount and mix of compensation for our executives based on: • Objective data provided by Pearl Meyer & Partners (the “competitive analysis”); • Analysis of the scope of each executive’s responsibilities; and • Internal pay equity among the executives. We use the competitive analysis to assess our executives’ compensation against the compensation paid to executives in similar positions in the peer group to ensure that the compensation we pay is competitive and fair to our executives and to our shareholders. We generally target compensation opportunities for our executives at the median of the market as an initial benchmark. While we use the competitive analysis as a starting point, we also consider the qualitative dimensions of an executive’s role, internal pay equity among our executives, and tenure in the position when setting our executives’ compensation as we do not believe an external benchmark should be the only determinant of compensation.

  82. COMPETITIVE ANALYSIS (BENCHMARKING)

    COMPETITIVE ANALYSIS (BENCHMARKING) The peer group used for the FY2023 competitive analysis consists of 15 publicly-traded U.S. software companies, most of which are in the enterprise software space, that have revenues and market capitalizations in a range we believe is appropriate. We target companies with revenue within an approximately 0.5x to 2.5x multiple of PTC’s revenue and an approximately 0.5x to 4.0x multiple of PTC’s market capitalization. However, we may include companies with revenue and/or market capitalizations outside these parameters if there is strong product and/or service similarity. We believe this group represents the competition for executive talent in our industry. We review the peer group annually to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons.

  83. FY2023 COMPENSATION PEER GROUP

    FY2023 COMPENSATION PEER GROUP

  84. FY2023 COMPENSATION PEER GROUP

    | | 15 Publicly-traded U.S. software companies | • Akamai Technologies, Inc. • ANSYS, Inc. • Autodesk, Inc. • Black Knight, Inc. • Blackbaud, Inc. | • Cadence Design Systems, Inc. • Ceridian HCM Holding Inc. • Crowdstrike Holdings, Inc. • F5, Inc. • Fair Isaac Corporation | • Guidewire Software, Inc. • Paycom Software, Inc. • ServiceNow, Inc. • Splunk Inc. • WEX, Inc. |

  85. FY2023 COMPENSATION PEER GROUP

    The 2023 peer group differed from the 2022 peer group as described below.

  86. Timing of Equity Grants

    Timing of Equity Grants We do not time grants either to take advantage of a depressed stock price or an anticipated increase in stock price and have limited the amount of discretion that can be exercised in connection with the timing of awards. We generally make awards only on pre-determined dates to ensure that awards cannot be timed to take advantage of material non-public information. Typically, our annual executive awards are made in November after public release of the previous year’s financial results, annual awards to our Board of Directors are made on the day of the annual shareholders’ meeting, and awards to our employees are made in November and May. Awards to executive officers may be made only by the Compensation and People Committee. Other employee awards may be made by either the Committee or by our Chief Executive Officer pursuant to delegated authority. The Committee generally makes awards only at Committee meetings and generally does not make awards in earnings blackout periods (the prophylactic period encompassing the last three weeks of each fiscal quarter through 24 hours after the earnings for that quarter are announced) unless special circumstances exist, such as a new hire or a contractual commitment. Our Chief Executive Officer may make regular awards only on the 15th of the month (or the next succeeding business day if the 15th is not a business day), other than in the months of January, April, July, and October because the 15th of each of those months falls in our prophylactic earnings blackout period, and otherwise pursuant to specifically delegated authority, and, in both cases, only up to established values set by the Committee.

  87. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  88. AGREEMENTS AND CONDITIONS

    AGREEMENTS AND CONDITIONS We maintain severance and change in control arrangements with our executives. The agreements require the executive to execute a non-compete agreement with PTC and to execute a general release of claims as a condition to receiving severance benefits. The agreements are described in more detail under Potential Payments Upon Termination or Change in Control. The Committee believes that these agreements enable us to motivate and retain our executives in a time of continuing consolidation in our industry and increased competition for executive talent. They provide a measure of earnings

  89. AGREEMENTS AND CONDITIONS

    security by offering income protection in the form of severance and continued benefits if the executive’s employment is terminated without cause, economic protection for the executive’s family if the executive becomes disabled or dies, and additional protections in connection with a change in control of PTC. The Committee believes that providing severance to PTC employees, including executives, is an appropriate bridge to subsequent employment if the person’s employment is terminated without cause. This is particularly so for executive-level positions for which the opportunities are typically more limited, and the job search lead time is longer. The agreements also benefit PTC by enabling executives to remain focused on PTC’s business in uncertain times without the distraction of potential job loss. The Committee believes these agreements are even more important in the context of a change in control as it believes they will motivate and encourage the executives to be receptive to potential strategic transactions that are in the best interest of shareholders, even if the executive faces potential job loss. The agreements for our executives have “double triggers” so that no equity is accelerated upon a change in control but is accelerated only if the executive is terminated in connection with or after a change in control. The Committee believes this benefits PTC and any potential acquirer because it enables PTC to retain and motivate executives while a potential change in control is pending, provides an acquirer with the ability to retain desired executives using existing equity incentives, and does not provide a one-time benefit to an executive that could undermine those efforts.

  90. PERIODIC REVIEW

    PERIODIC REVIEW The Committee reviews these agreements each year for the executive officers to determine if these agreements should be maintained, modified, or terminated. For 2023, the Committee reviewed current market practices and the terms of the executives’ agreements with the Committee’s compensation consultant. Based on this review, the Committee decided that it was appropriate to maintain such agreements and to enhance the severance payable upon termination of employment of certain of our executives without cause for 2024. The revised agreements were executed and became effective in November 2023. The revised executive agreement with Michael DiTullio, our President and Chief Operating Officer, now provides for continued vesting of all equity held by him upon termination of his employment without cause. The Committee implemented this structure to ensure retention of Mr. DiTullio during the CEO succession and thereafter to provide executive continuity and support Mr. Barua, our CEO-Elect who will assume the CEO role in February 2024. The revised executive agreements with Kristian Talvitie, our Chief Financial Officer, and Aaron von Staats, our General Counsel, now provide for acceleration of all equity that would have vested within one year after termination of the executive’s employment without cause, with any performance-based equity accelerating at the target level. The Committee implemented this change in recognition of the fact that annual equity vesting represents a majority of an executive’s annual income and so is appropriately included in the severance payable in the case of a termination without cause. The updated executive agreements with these three executives retained most of the other severance benefits previously provided, but eliminated the right to continued participation in our basic life insurance plan or payment in lieu thereof after termination of employment due to the cost and administrative difficulty of providing this benefit.

  91. Annual Assessment of Risks Associated with Our Compensation Programs

    The Compensation Committee regularly considers the risks associated with our executives’ compensation and performance-based compensation when establishing such compensation. We also consider risk and reward when designing our other employees’ compensation plans and programs. The elements described below with respect to such plans and programs were considered when assessing the risks associated with our compensation programs: A detailed planning process with Compensation Committee or executive oversight exists for all compensation programs. The proportion of an employee’s performance-based pay increases as the responsibility and potential impact of the employee’s position increases, which structure is in line with market practices. We set performance goals that we believe are reasonable considering past performance and market conditions. We use different performance measures for our annual incentive plans and our long-term incentive plans. Our executives’ long-term equity awards are split 50/50 between service-based and performance-based long-term equity to balance the risk associated with performance-based equity with retention provided by service-based equity. We use RSUs rather than stock options for equity awards because RSUs retain value even if the stock price declines so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money”. We generally use service-based vesting over three years for our long-term equity awards to ensure our employees’ interests are aligned with those of our shareholders in the long-term performance of PTC. Payouts under our performance-based plans result in some compensation after achievement of the performance threshold at levels below full target achievement, rather than an “all-or-nothing” approach. Upside earning opportunity in our annual cash compensation plans and our performance-based equity is capped. All functions have a component of their leadership incentive plans tied to overall PTC performance to ensure cross-functional alignment with PTC’s business plan. Our executive stock ownership policy requires our executives to hold a substantial amount of stock (options and unvested equity do not count), which aligns an appropriate portion of their personal wealth to the long-term performance of PTC. Our compensation clawback policy enables us to recover incentive compensation paid to an executive officer if it is later determined not to have been earned due to restatement of prior period financial or operating results, thus reducing any incentive to engage in misconduct to meet financial targets. We maintain effective controls and procedures to ensure that amounts are earned and paid in accordance with our plans and programs.

  92. Summary Compensation Table

    Summary Compensation Table

  93. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | James Heppelmann Chairman and Chief Executive Officer | 2023 | $850,000 | $13,036,021 | $1,721,250 | $9,900 | $15,617,171 | | | 2022 | $880,962 | $10,350,834 | $1,646,033 | $9,287 | $12,887,115 | | | 2021 | $800,000 | $11,127,621 | $1,112,000 | $8,754 | $13,048,375 | | Neil Barua(4) CEO-Elect | 2023 | $431,154 | $12,710,200 | $672,411 | $392,408 | $14,206,173 | | Kristian Talvitie EVP, Chief Financial Officer | 2023 | $515,000 | $5,214,356 | $695,250 | $11,400 | $6,436,006 | | | 2022 | $519,231 | $3,363,922 | $645,529 | $10,708 | $4,539,389 | | | 2021 | $500,000 | $3,616,415 | $556,000 | $8,700 | $4,681,115 | | Michael DiTullio President and Chief Operating Officer | 2023 | $536,539 | $5,714,301 | $724,118 | $9,900 | $6,984,857 | | | 2022 | $468,750 | $3,346,195 | $583,484 | $12,866 | $4,411,295 | | | 2021 | $424,231 | $3,338,170 | $472,600 | $9,522 | $4,244,523 | | Aaron von Staats EVP, General Counsel | 2023 | $430,000 | $3,258,594 | $435,375 | $9,900 | $4,133,869 | | | 2022 | $445,500 | $2,328,760 | $416,360 | $9,150 | $3,199,769 | | | 2021 | $399,231 | $1,974,936 | $388,500 | $9,029 | $2,771,696 |

  94. Summary Compensation Table

    (1) Aggregate grant date fair value of awards. Assumptions made in the valuation of these awards are described in Note 12 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. For service-based and operating performance-based RSUs, the grant date fair value is equal to the number of RSUs granted multiplied by the closing price of our stock on the Nasdaq Stock Market on the grant date and considers the probability of achievement of any performance measures at the time of grant. For the rTSR performance-based RSUs, the value is determined using a Monte Carlo methodology that considers the probability of achievement of the performance measures at the time of grant. The maximum potential value of the operating and rTSR performance based RSUs is 200% of the target RSUs granted.

  95. Summary Compensation Table

    | Executive Officer | Number of 2023 Target Performance-Based RSUs (#) | Maximum Value of Performance-Based RSUs Based on Closing Price on Grant Date ($) | | James Heppelmann | 38,510 | $9,999,507 | | Kristian Talvitie | 15,404 | $3,999,803 | | Michael DiTullio | 15,404 | $3,999,803 | | Aaron von Staats | 9,626 | $2,499,487 |

  96. Summary Compensation Table

    (2) For all years, these amounts were paid in shares of PTC common stock, with the number granted determined by dividing the amount earned by the closing price of a share of PTC common stock on November 27, 2023, November 15, 2022 and November 12, 2021, respectively. For Mr. Heppelmann, Mr. Talvitie, Mr. DiTullio, and Mr. von Staats, amounts shown are matching contributions under PTC’s 401(k) Savings Plan, and for Mr. Talvitie, a matching contribution of $1,500 under PTC’s HSA Plan.

  97. Summary Compensation Table

    | 40 | | 2024 PROXY STATEMENT | |

  98. Summary Compensation Table

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  99. Summary Compensation Table

    Mr. Barua’s compensation for 2023 includes $2.7 million worth of equity granted in replacement of unvested equity in ServiceMax, Inc. upon our acquisition of ServiceMax in January 2023, a remaining non-equity incentive plan payment of $54,000 under the ServiceMax FY2023 Bonus Plan, a payment of $19,740 on his behalf of legal fees incurred in connection with establishing his employment arrangements with us, a payment of $359,855 to facilitate his relocation from California to the Boston area at our request, and a $9,900 matching contribution under our 401(k) Savings Plan.

  100. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  101. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Securities Underlying Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James Heppelmann Chairman and Chief Executive Officer | 11/15/2022(2) | $637,500 | $1,275,000 | $1,721,250 | | | | | | | | 11/16/2022(3) | | | | 9,627 | 19,255 | 38,510 | | $4,577,940 | | | 11/16/2022(4) | | | | 9,627 | 19,255 | 38,510 | | $3,458,198 | | | 11/16/2022(5) | | | | | | | 38,511 | $4,999,883 | | Neil Baura CEO-Elect | 2/1/2023(2) | $165,753 | $331,507 | $447,534 | | | | | | | | 7/27/2023(6) | $63,288 | $126,575 | $170,877 | | | | | | | | 1/3/2023(7) | | | | | | | 4,325 | $517,486 | | | 1/3/2023(7) | | | | | | | 18,328 | $2,192,945 | | | 1/12/2023(8) | | | | | | | 15,256 | $1,999,909 | | | 1/12/2023(9) | | | | | | | 22,885 | $2,999,995 | | | 7/27/2023(10) | | | | | | | 34,413 | $4,999,865 | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 11/15/2022(2) | $257,500 | $515,000 | $695,250 | | | | | | | | 11/16/2022(3) | | | | 3,851 | 7,702 | 15,404 | | $1,831,176 | | | 11/16/2022(4) | | | | 3,851 | 7,702 | 15,404 | | $1,383,279 | | | 11/16/2022(5) | | | | | | | 15,404 | $1,999,901 | | Michael DiTullio President and Chief Operating Officer | 11/15/2022(2) | $257,500 | $515,000 | $695,250 | | | | | | | | 2/23/2023(11) | $10,692 | $21,384 | $28,868 | | | | | | | | 11/16/2022(3) | | | | 3,851 | 7,702 | 15,404 | | $1,831,176 | | | 11/16/2022(4) | | | | 3,851 | 7,702 | 15,404 | | $1,383,279 | | | 11/16/2022(5) | | | | | | | 15,404 | $1,999,901 | | | 2/23/2023(12) | | | | | | | 3,841 | $499,945 | | Aaron von Staats Executive Vice President, General Counsel | 11/15/2022(2) | $161,250 | $322,500 | $435,375 | | | | | | | | 11/16/2022(3) | | | | 2,406 | 4,813 | 9,626 | | $1,144,306 | | | 11/16/2022(4) | | | | 2,406 | 4,813 | 9,626 | | $864,415 | | | 11/16/2022(5) | | | | | | | 9,627 | $1,249,873 |

  102. Grants of Plan-Based Awards

    (1) For all RSUs other than the rTSR RSUs, the grant date fair value was calculated by multiplying the number of RSUs granted by the closing price of a share of our common stock on the Nasdaq Stock Market on the grant date and applying the likelihood of any performance measures being achieved. For the rTSR RSUs, the grant date fair value was determined using a Monte Carlo valuation. (2) Awards under our annual incentive plan. Amounts earned were paid in common stock on November 27, 2023, with the number of shares issued calculated by dividing the amount earned by the closing share price on that date. Performance-based RSUs eligible to vest over three years to the extent the ARR performance measures are met for each of 2023, 2024 and 2025. Only one-third of the RSUs granted are eligible to be earned for each of 2023, 2024, and 2025. RSUs earned for a year vest in each of November 2023, 2024, and 2025, as applicable. RSUs not earned in a year are forfeited.

  103. Grants of Plan-Based Awards

    | | 2024 PROXY STATEMENT | | 41 |

  104. Grants of Plan-Based Awards

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  105. Grants of Plan-Based Awards

    Performance-based RSUs eligible to vest in November 2025 to the extent the three-year relative TSR performance measure is met. RSUs not earned for the three-year performance period are forfeited. (5) Service-based RSUs that vest over three years. One third of these RSUs vested on November 15, 2023 and the remaining two-thirds will vest in two substantially equal installments on November 15, 2024 and November 15, 2025. (6) Reflects the increase in the target amount under the annual incentive plan upon his promotion to CEO-Elect. Amount earned was paid in common stock on November 27, 2023, with the number of shares issued calculated by dividing the amount earned by the closing share price on that date. (7) Service-based RSUs granted in replacement of unvested ServiceMax equity. These RSUs vested in February and June 2023. (8) Service-based RSUs that vest on January 12, 2025. (9) Service-based RSUs that vest over three years. The RSUs will vest in three substantially equal installments on January 12, 2024, 2025 and 2026. (10) Service-based RSUs granted upon his appointment as CEO-Elect that vest over three years. The RSUs will vest in three substantially equal installments on August 15, 2024, 2025 and 2026. (11) Reflects the increase in the target amount under the annual incentive plan upon his promotion to President and Chief Operating Officer. Amount earned was paid in common stock on November 27, 2023, with the number of shares issued calculated by dividing the amount earned by the closing share price on that date. (12) Service-based RSUs that vest over three years. The RSUs will vest in three substantially equal installments on February 15, 2024, 2025 and 2026.

  106. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows the equity awards held by each named executive officer as of September 30, 2023. The equity awards in the table are restricted stock units granted in 2020 through 2023.

  107. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | Equity Incentive Plan Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | James Heppelmann Chairman and Chief Executive Officer | 17,603(4) | $2,493,993 | 8,801(7) | $1,246,926 | | | 27,861(5) | $3,947,346 | 8,801(8) | $1,246,926 | | | 38,511(6) | $5,456,238 | 13,930(9) | $1,973,602 | | | | | 20,896(10) | $2,960,545 | | | | | 19,255(11) | $2,728,048 | | | | | 19,255(12) | $2,728,048 | | | | | 133,346(13) | $18,892,461 | | Neil Barua CEO-Elect | 15,256(14) | $2,161,470 | | | | | 22,885(15) | $3,242,347 | | | | | 34,413(16) | $4,875,634 | | |

  108. Outstanding Equity Awards at Fiscal Year-End

    | 42 | | 2024 PROXY STATEMENT | |

  109. Outstanding Equity Awards at Fiscal Year-End

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  110. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | Equity Incentive Plan Awards | | | | Number ofShares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock ThatHave Not Vested ($)(2) | Number ofUnearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 5,721(4) | $810,551 | 2,860(7) | $405,205 | | | 9,054(5) | $1,282,771 | 2,860(8) | $405,205 | | | 15,404(6) | $2,182,439 | 4,527(9) | $641,385 | | | | | 6,791(10) | $962,149 | | | | | 7,702(11) | $1,091,219 | | | | | 7,702(12) | $1,091,219 | | Michael DiTullio President and Chief Operating Officer | 5,280(4) | $748,070 | 2,640(7) | $374,035 | | | 7,661(5) | $1,085,410 | 2,640(8) | $374,035 | | | 15,404(6) | $2,182,439 | 3,830(9) | $542,634 | | | 2,860(17) | $405,205 | 5,746(10) | $814,093 | | | 3,841(18) | $544,193 | 7,702(11) | $1,091,219 | | | | | 7,702(12) | $1,091,219 | | Aaron von Staats Executive Vice President, General Counsel | 3,124(4) | $442,608 | 1,562(7) | $221,304 | | | 6,268(5) | $888,050 | 1,562(8) | $221,304 | | | 9,627(6) | $1,363,953 | 3,134(9) | $444,025 | | | | | 4,701(10) | $666,038 | | | | | 4,813(11) | $681,906 | | | | | 4,813(12) | $681,906 |

  111. Outstanding Equity Awards at Fiscal Year-End

    (1) The unvested restricted stock unit (RSU) awards shown in this column are subject to service-based vesting. (2) The market value of unvested RSUs was calculated as of September 30, 2023 based on the closing price of a share of our common stock on the NASDAQ Global Select Market on September 29, 2023 of $141.68. (3) The unvested RSUs shown in this column are subject to performance-based vesting. (4) FY21 service-based RSUs that vested on November 15, 2023. (5) FY22 service-based RSUs that vest in two remaining equal installments on November 15, 2023 and 2024. (6) FY23 service-based RSUs that vest in three substantially equal installments on November 15, 2023, 2024 and 2025. (7) FY21 performance-based AFCF RSUs that vested on November 15, 2023. (8) FY21 performance-based rTSR RSUs that vested on November 15, 2023. (9) FY22 performance-based AFCF RSUs eligible to vest to the extent earned on each of November 15, 2023 and 2024. (10) FY22 performance-based rTSR RSUs eligible to vest on November 15, 2024 to the extent earned for the three-year relative TSR performance period October 1, 2021 — September 30, 2024. (11) FY23 performance-based ARR RSUs eligible to vest to the extent earned on each of November 15, 2023, 2024 and 2025. FY23 performance-based rTSR RSUs eligible to vest on November 15, 2025 to the extent earned for the three-year relative TSR performance period October 1, 2022 — September 30, 2025.

  112. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 PROXY STATEMENT | | 43 |

  113. Outstanding Equity Awards at Fiscal Year-End

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  114. Outstanding Equity Awards at Fiscal Year-End

    Performance-based RSUs that vested on November 15, 2023. (14) Service-based RSUs that vest on January 12, 2025. (15) Service-based RSUs that vest in three substantially equal installments on January 12, 2024, 2025 and 2026. (16) Service-based RSUs that vest in three substantially equal installments on August 15, 2024, 2025 and 2026. (17) Service-based retention RSUs that vest in two equal installments on May 15, 2024 and 2025. (18) Service-based promotion RSUs that vest in three substantially equal installments on February 15, 2024, 2025 and 2026.

  115. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the value realized by executive officers upon vesting of RSUs during 2023. None of the named executive officers owned or exercised options in 2023.

  116. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James Heppelmann Chairman of the Board and Chief Executive Officer | 284,083 | $37,501,797 | | Neil Barua CEO-Elect | 22,653 | $3,184,986 | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 47,894 | $6,322,487 | | Michael DiTullio President and Chief Operating Officer | 45,647 | $6,018,157 | | Aaron von Staats Executive Vice President, General Counsel | 27,118 | $3,579,847 |

  117. Option Exercises and Stock Vested

    | Grant Date | Grant Date Share Value ($) | Vest Date | Vest Date Share Value ($) | # of RSUs | | | | | | | | | | James Heppelmann | Neil Barua | Kristian Talvitie | Michael DiTullio | Aaron von Staats | | 11/21/19 | 75.08 | 11/15/22 | 132.01 | 71,549 | | 21,268 | 19,438 | 13,803 | | 05/18/20 | 68.97 | 05/15/23 | 130.78 | | | | 4,833 | | | 05/18/20 | 68.97 | 11/15/22 | 132.01 | | | 4,358 | | | | 09/24/20 | 80.28 | 11/15/22 | 132.01 | 144,014 | | | | | | 11/17/20 | 99.13 | 11/15/22 | 132.01 | 44,210 | | 14,367 | 13,261 | 7,846 | | 11/17/21 | 119.64 | 11/15/22 | 132.01 | 24,310 | | 7,901 | 6,685 | 5,469 | | 05/31/22 | 116.53 | 5/15/23 | 130.78 | | | | 1,430 | | | 01/03/23 | 119.65 | 2/15/23 | 133.39 | | 4,325 | | | | | 01/03/23 | 119.65 | 6/30/23 | 142.30 | | 18,328 | | | |

  118. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have agreements with our executive officers that provide the benefits described below in connection with certain terminations or a change in control of PTC. We describe our reasons for providing these benefits in Compensation Discussion and Analysis — Severance and Change in Control Arrangements.

  119. Potential Payments Upon Termination or Change in Control

    | 44 | | 2024 PROXY STATEMENT | |

  120. Potential Payments Upon Termination or Change in Control

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  121. Potential Payments Upon Termination or Change in Control

    To receive the payments and benefits described below, the executive must execute a release of claims against PTC. The executive also must continue to comply with the material terms of the agreement and the terms of the executive’s Proprietary Information Agreement with PTC, which remains in effect after the termination of the executive’s employment.

  122. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

  123. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    | | Event or Circumstances of Termination | | | | | | Name | Termination without Cause or Voluntary Resignation at the Request of the Board in Connection with CEO Succession | Termination for Cause or Voluntary Resignation | Change in Control | Termination without Cause or Resignation for Good Reason within 2 Years following a Change in Control | Disability or Death | | James Heppelmann President & Chief Executive Officer | | | | | | | Base Salary | $1,700,000 | — | — | $2,550,000 | — | | Target Bonus | $2,758,032 | — | — | $3,825,000 | — | | Pro-Rated Target Bonus | — | — | $1,275,000 | — | — | | Accelerated Equity(1) | $43,674,135 | — | — | $43,674,135 | $43,674,135 | | Benefits Continuation | $123,146 | — | — | $123,146 | — | | Total | $48,255,313 | $0 | $1,275,000 | $50,172,281 | $43,674,135 | | Neil Barua CEO-Elect | | | | | | | Base Salary | $1,600,000 | — | — | $1,600,000 | — | | Target Bonus | $916,164 | — | — | $916,164 | — | | Pro-Rated Target Bonus | $458,082 | — | $458,082 | — | — | | Accelerated Equity(1) | $4,323,082 | — | — | $10,279,451 | $10,279,451 | | Benefits Continuation | $66,564 | — | — | $79,877 | — | | Total | $7,363,892 | $0 | $458,082 | $12,875,492 | $10,279,451 |

  124. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    | 46 | | 2024 PROXY STATEMENT | |

  125. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  126. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    | | Event or Circumstances of Termination | | | | | | | Termination without Cause | Termination for Cause or Voluntary Resignation | Change in Control | Termination without Cause or Resignation for Good Reason within 2 Years following a Change in Control | Disability or Death | | Kristian Talvitie Executive Vice President, Chief Financial Officer | | | | | | | Base Salary | $515,000 | — | — | $515,000 | — | | Target Bonus | $515,000 | — | — | $515,000 | — | | Pro-Rated Target Bonus | — | — | $515,000 | — | — | | Accelerated Equity | — | — | — | $8,872,143 | $8,872,143 | | Benefits Continuation | $43,307 | — | — | $43,307 | — | | Total | $1,073,307 | $0 | $515,000 | $9,945,450 | $8,872,143 | | Michael DiTullio President, Digital Thread Business | | | | | | | Base Salary | $550,000 | — | — | $550,000 | — | | Target Bonus | $536,384 | — | — | $536,384 | — | | Pro-Rated Target Bonus | — | — | $536,384 | — | — | | Accelerated Equity | — | — | — | $9,252,554 | $9,252,554 | | Benefits Continuation | $56,796 | — | — | $56,796 | — | | Total | $1,143,180 | $0 | $536,384 | $10,395,734 | $9,252,554 | | Aaron von Staats Executive Vice President, General Counsel | | | | | | | Base Salary | $430,000 | — | — | $430,000 | — | | Target Bonus | $323,000 | — | — | $323,000 | — | | Pro-Rated Target Bonus | — | — | $323,000 | — | — | | Accelerated Equity | — | — | — | $5,611,095 | $5,611,095 | | Benefits Continuation | $46,230 | — | — | $46,230 | — | | Total | $799,230 | $0 | $323,000 | $6,410,325 | $5,611,095 |

  127. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL HAD A TERMINATION EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2023

    (1) Equity is valued based on a closing stock price of $141.68 on September 29, 2023.

  128. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we have calculated the ratio between the 2023 compensation of our CEO and the median of 2023 compensation of all our employees excluding our CEO (the “Median Employee Compensation”). Using reasonable estimates and assumptions permitted under the SEC rules, we gathered the total base salary, incentive compensation, and RSU grant date fair value for 2023 for all employees worldwide, other than our CEO, to identify the median employee. We then calculated the 2023 Median Employee Compensation to be $82,574 based on the methodology used for the Summary Compensation Table. Our CEO’s 2023 compensation, as disclosed in the Summary Compensation Table, was $15,617,171, resulting in a ratio of 189:1 between our CEO’s 2023 compensation and the 2023 Median Employee Compensation. To put this ratio into context, we note that we have a worldwide employee population, with approximately 65% of our employees located outside the U.S. where the competitive amounts we pay differ by country and region. The competitive compensation rates we pay in those countries significantly impact the pay ratio. We also note that the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions

  129. Pay Ratio Disclosure

    | | 2024 PROXY STATEMENT | | 47 |

  130. Pay Ratio Disclosure

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  131. Pay Ratio Disclosure

    and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have a different geographic distribution of employees, different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  132. Pay versus Performance Disclosure

    Pay versus Performance Disclosure The following table has been prepared in accordance with the SEC’s pay versus performance (“PvP”) rules. The PvP rules create a definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared to certain performance measures as required by the SEC. In determining CAP for our principal executive officer (our “PEO”) and our named executive officers, we are required to make various adjustments to amounts reported in the Summary Compensation Table for this year and in previous years, as the SEC’s valuation methods for this section differ from those required for the Summary Compensation Table. The CAP data reflected in the table below may not reflect amounts actually realized or that will be realized by our named executive officers. A significant portion of the CAP amounts shown relates to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future changes in value based on changes in our stock price. The Compensation & People Committee does not use CAP as the basis for making compensation decisions. Refer to Compensation Discussion and Analysis above to understand how the Committee makes compensation decisions.

  133. Pay versus Performance Disclosure

    | Year | Summary Compensation Total for the PEO)(1) ($) | Compensation Actually Paid to the PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(4) ($) (in Millions) | Free Cash Flow(5) ($) (in Millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | | | | 2023 | $15,617,171 | $32,849,065 | $7,935,291 | $9,964,001 | $171.28 | $145.51 | $245.5 | $587.0 | | 2022 | $12,887,115 | $10,443,199 | $3,899,861 | $4,250,523 | $126.45 | $103.12 | $313.1 | $415.8 | | 2021 | $13,048,375 | $43,610,760 | $4,349,703 | $6,216,716 | $144.81 | $128.90 | $476.9 | $344.1 |

  134. Pay versus Performance Disclosure

    (1) Mr. Heppelmann was the PEO for all three years in the table. Amounts deducted from the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”) to the PEO for the years 2023, 2022 and 2021, respectively, include ($13,036,021), ($10,350,834), and ($11,127,621) for the grant date fair value of stock awards. Amounts added to (or subtracted from) the SCT for the years 2023, 2022 and 2021, respectively also include: $13,133,317, $10,347,649 and $14,917,434 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $9,348,375, ($2,517,223) and $25,326,040 for the change in fair value of stock awards that were granted in prior years and still outstanding at the end of each respective year; and $7,786,223, $76,493 and $1,446,533 for the change in fair value of stock awards that were granted in prior years and vested during each respective year. (2) For 2023, Neil Barua, Kristian Talvitie, Michael DiTullio, and Aaron von Staats were the Non-PEO NEOs. For 2022, Kristian Talvitie, Michael DiTullio, Catherine Kniker, Aaron von Staats, and Troy Richardson were the Non-PEO NEOs. For 2021, Kristian Talvitie, Michael DiTullio, Aaron von Staats, Troy Richardson, and Kathleen Mitford were the Non-PEO NEOs. Amounts deducted from the Average SCT total to calculate Average CAP to the Non-PEO NEOs for the years 2023, 2022 and 2021, respectively, include ($6,724,363), ($2,803,755), and ($3,486,115) for the average grant date fair value of stock awards. Amounts added to (or subtracted from) the Average SCT for the years 2023, 2022 and 2021, respectively also include: $6,153,271, $2,935,187 and $3,921,434 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $936,590, $228,247 and $1,478,895 for the average change in fair value of stock awards that were granted in prior years and still outstanding at the end of each respective year; $862,031, ($9,017) and $359,468 for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; in 2023, $796,247 for the average fair value of stock awards that were granted in and vested during 2023 (related to Neil Barua’s replacement of unvested equity in ServiceMax, Inc. upon our acquisition of ServiceMax in January 2023); and in 2021, ($406,668) for the average fair value of stock awards that were granted in prior years and failed to meet the applicable vesting conditions in 2021 (related to the cancellation of Kathleen Mitford’s outstanding and unvested stock awards upon her resignation from PTC in May 2021). The peer group used for the Peer Group Total Shareholder Return was the S&P 500 Information Technology Index.

  135. Pay versus Performance Disclosure

    | 48 | | 2024 PROXY STATEMENT | |

  136. Pay versus Performance Disclosure

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  137. Pay versus Performance Disclosure

    As reported in our Consolidated Statements of Operations for the applicable fiscal reporting year, as provided under Part II Item 8 of our Annual Report on Form 10-K. (5) We have identified free cash flow as the Company-selected measure to be included in this table, as it represents the most important financial performance measure, not otherwise required to be disclosed in the table, used to link CAP to our executive officers to our performance. See Appendix A for the definition of free cash flow, a non-GAAP financial measure, and its reconciliation to the most directly comparable GAAP measure.

  138. Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements

    Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements As between the compensation of our PEO and the Non-PEO NEOs shown in the Summary Compensation Table and Compensation Actually Paid (CAP) calculated and reflected in the Pay versus Performance Table, the equity awards in the Summary Compensation Table reflect the grant date fair value of the equity awards for that year, while the CAPs reflect adjustments to the fair value of unvested and vested equity awards during the years shown in the Pay Versus Performance Table. Accordingly, neither the Summary Compensation Table nor the Pay versus Performance Table reflect the actual amounts that will be received by our PEO and non-PEO NEOs upon vesting of those awards. For all years, PEO and non-PEO NEO CAP directionally aligned with our cumulative total shareholder return, with the increases and decreases in our stock price increasing or decreasing total shareholder return and having the same effect on outstanding RSUs and, therefore, CAP. PEO and non-PEO NEO CAP in those years also aligned due to changes in achievement assumptions and actual achievement under outstanding RSUs from that at the grant date. Free cash flow was an element of our PEO’s and non-PEO NEOs’ performance-based compensation for all years, with adjusted free cash flow being the performance measure under the 2021 and 2022 performance-based RSUs and a measure under our PEO’s 2020 retention performance-based equity, and free cash flow being the performance measure under the 2023 annual corporate incentive plan. As free cash flow increased in 2022 over 2021 and further increased in 2023 over 2022, estimated and actual achievement under those outstanding performance-based RSUs increased, thus increasing the PEO’s and non-PEO NEOs’ CAP in those periods, along with share price increases. Net income declined over the period notwithstanding increases in revenue in 2022 over 2021 and in 2023 over 2022. As none of the outstanding performance based RSUs were tied to net income, net income did not significantly affect the CAP of our PEO or non-PEO NEOs in any period.

  139. Stock Owned by Directors and Officers

    Stock Owned by Directors and Officers The following table shows the PTC common stock beneficially owned by PTC’s current directors and named executive officers, as well as all current directors and executive officers as a group, as of November 30, 2023.

  140. Stock Owned by Directors and Officers

    | 54 | | 2024 PROXY STATEMENT | |

  141. Stock Owned by Directors and Officers

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  142. Stock Owned by Directors and Officers

    | Director or Officer Name | Number of Shares Beneficially Owned(1) (#) | Percentage of Common Stock Outstanding(2) | | Mark Benjamin | 6,399 | * | | Janice Chaffin | 54,236 | * | | Amar Hanspal | 3,776 | * | | Michael Katz | 1,530 | * | | Paul Lacy(3) | 58,636 | * | | Corinna Lathan | 7,703 | * | | Janesh Moorjani(4) | — | — | | Robert Schechter | 67,334 | * | | James Heppelmann | 1,003,357 | * | | Neil Barua(5) | 22,080 | * | | Kristian Talvitie | 69,368 | * | | Michael DiTullio | 64,742 | * | | Catherine Kniker | 15,194 | * | | Aaron von Staats | 26,421 | * | | All directors, nominees for director, and current executive officers as a group (14 persons) | 1,400,776 | 1.17% |

  143. Stock Owned by Directors and Officers

    * Less than 1%. (1) Shares beneficially owned based on information available to us and applicable regulations. This does not constitute an admission by any shareholder that such shareholder beneficially owns the shares listed. Unless otherwise indicated, each shareholder has sole voting and investment power over the shares listed. (2) For purposes of determining the percentage of common stock outstanding held by any person, the number of shares deemed outstanding consists of the 119,436,935 shares outstanding as of November 30, 2023, and any shares that will be issued upon vesting of RSUs on or before January 29, 2024. (3) Includes 42,000 shares held indirectly in a trust. (4) Mr. Moorjani joined the Board on June 7, 2023 and was granted 4,037 RSUs that will first vest in part on February 14, 2024. (5) Includes 7,629 shares under RSUs that vest on January 12, 2024.

  144. Information about the Director Nominee

    Information about the Director Nominee If you wish to nominate a person for election as a director, in addition to the timing and procedural requirements of our By-Laws, you must provide the following information about the director nominee: • The name, age, and business and residence addresses of the person, • The principal occupation or employment of the person for the past five years, as well as information about any other board of directors and board committee on which the person has served during that period, • The number of shares of PTC stock, if any, beneficially owned by the person, Whether or not the person is currently “independent” from PTC under the independence standards of the NASDAQ Stock Market and all facts that currently prevent the person from being independent under such standards, if applicable, and

  145. Information about the Director Nominee

    | 60 | | 2024 PROXY STATEMENT | |

  146. Information about the Director Nominee

    | 2023 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Transactions with Related Persons | Annual Meeting Information | Appendix A |

  147. Information about the Director Nominee

    Any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.