DEF 14A of PTC Inc., Jan 2, 2025

DEF 14A of PTC Inc.

Filed Jan 2, 2025 · FY20240001104659-25-000041

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-PTC Inc. | 47 | 2023 | | | | | | | | Mark Benjamin Former Chief Executive Officer, Nuance Communications | 54 | 2021 | | | | | | | | Robert Bernshteyn General Partner, ICONIQ Capital | 51 | 2024 | | | | | | | | Janice Chaffin Former Group President, Consumer Business Unit, Symantec | 70 | 2013 | | | | | | | | Amar Hanspal Chief Executive Officer, AMBR Technologies | 61 | 2022 | | | | | | | | Michal Katz Head of Investment and Corporate Banking, Americas, Mizuho Financial Group | 57 | 2022 | | | | | | | | Paul Lacy Former President, Kronos Incorporated | 77 | 2009 | | | | | | | | Dr. Corinna Lathan Chief Executive Officer, De Oro Devices | 57 | 2017 | | | | | |

  3. Director Nominees

    | | Board Chair | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |

  4. Director Nominees

    | 2 | | 2025 PROXY STATEMENT | |

  5. Director Nominees

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  6. Snapshot of Board Composition Director Nominees Only

    Snapshot of Board Composition Director Nominees Only

  7. Snapshot of Board Composition Director Nominees Only

    | 6 | | 2025 PROXY STATEMENT | |

  8. Snapshot of Board Composition Director Nominees Only

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  9. Specific Qualifications, Skills, and Experience

    Specific Qualifications, Skills, and Experience The Corporate Governance Committee believes that certain qualifications, skills, and experience should be represented on the Board, as described below, although not every member of the Board must possess all such qualifications, skills, and experience to be considered capable of making valuable contributions to the Board.

  10. Specific Qualifications, Skills, and Experience

    | | LEADERSHIP | Our business is complex and evolving rapidly. Individuals who have led companies or operating business units of significant size have proven leadership experience in developing and advancing a vision and making executive-level decisions. | | | STRATEGY | Our success depends on successful development and execution of our corporate strategy, including successful selection and execution of strategic alliances and acquisitions. | | | GLOBAL | We are a global company, with approximately 45% of our revenue coming from the Americas, 40% from Europe and 15% from the Asia-Pacific region. Global experience enhances understanding of the complexities and issues associated with running a global business and the challenges we face. | | | FINANCIAL | Our business and financial model is complex and multinational. Individuals with financial expertise are able to identify and understand the issues associated with our business and financial model. | | | SOFTWARE INDUSTRY | We are an enterprise software company. Individuals with enterprise software experience are better able to understand the risks and opportunities facing our business. | | | MANUFACTURING | We primarily serve companies in the manufacturing industry. Understanding of this industry enhances understanding of how we can best address the needs of our customers. | | | MARKETING | Our business depends on successfully creating awareness of our products and entering new markets. Persons with marketing experience can help us identify ways to do so successfully. | | | RESEARCH AND DEVELOPMENT | Our business depends on the success of our research and development efforts to develop our products and expand our offerings. Experience in this area enhances understanding of the challenges we face and best practices. |

  11. Specific Qualifications, Skills, and Experience

    | | 2025 PROXY STATEMENT | | 7 |

  12. Specific Qualifications, Skills, and Experience

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

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

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

  14. 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 | | | | | | | | | | | Robert Bernshteyn | | | | | | | | | | | Janice Chaffin | | | | | | | | | | | Amar Hanspal | | | | | | | | | | | Michal Katz | | | | | | | | | | | Paul Lacy | | | | | | | | | | | Corinna Lathan | | | | | | | | | | | Total | 5 | 8 | 8 | 8 | 8 | 8 | 2 | 4 | 2 |

  15. 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 racially and/or ethnically diverse candidates and opening the aperture to identify candidates that might not otherwise be identified.

  16. BOARD DIVERSITY MATRIX AS OF JANUARY 2, 2025

    BOARD DIVERSITY MATRIX AS OF JANUARY 2, 2025

  17. BOARD DIVERSITY MATRIX AS OF JANUARY 2, 2025

    | Total Number of Directors: 9 | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | — | | Part I: Demographic Background | | | | | | Asian | — | 2 | — | — | | White | 3 | 4 | — | — | | Did Not Disclose Demographic Background | — | — | | |

  18. BOARD DIVERSITY MATRIX AS OF JANUARY 2, 2025

    | 8 | | 2025 PROXY STATEMENT | |

  19. BOARD DIVERSITY MATRIX AS OF JANUARY 2, 2025

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  20. Director Nominees

    Director Nominees

  21. Independence of Our Directors

    Independence of Our Directors

  22. Independence of Our Directors

    | Our Board of Directors has determined that all the director nominees, other than our Chief Executive Officer, Mr. Barua, are independent. None of the independent directors, to our knowledge, have any business, financial, familial, or other type of relationship with PTC or its management that would impact the director’s independence. | |

  23. Biographies

    Biographies

  24. Biographies

    | NEIL BARUA | | Director since 2023 | | | | | Age 47 Other Public Company Boards • None | Key Qualifications • Extensive leadership experience with global technology companies, including ServiceMax and IPC Systems • Knowledge of PTC’s technologies and the markets in which PTC operates • Knowledge in technology investments due his experience at prominent technology- focused private equity firms, and a proven track record of growing businesses • Strong financial acumen, a customer-first mindset, and a leadership style that empowers employees Career Highlights PTC Inc. • Chief Executive Officer (February 2024-present) • CEO-Elect ( July 2023-Februrary 2024) • President, Service Lifecycle Management business ( January 2023-July 2023) ServiceMax, a leader in Field Service Management • Chief Executive Officer (April 2019- January 2023) | IPC Systems, Inc., a leading global provider of specialized technology solutions for the financial services industry • Chief Executive Officer (2014-2018) Silver Lake and Francisco Partners, global private equity firms focused on investments in technology businesses • Operating Partner Education • Bachelor of Science in finance and economics, NYU Stern School of Business | | | | | | | Diversity and Skills | | | | | | | | Diverse | | Marketing | | | | | Financial | | Software Industry | | | | | Global | | Strategy | | | | | Leadership | | |

  25. Biographies

    | | 2025 PROXY STATEMENT | | 9 |

  26. Biographies

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  27. Biographies

    | MARK BENJAMIN | | Independent Director since 2021 | | | | | Age 54 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 | | | | | | | Diversity and Skills | | | | | | | | Financial | | Marketing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  28. Biographies

    | ROBERT BERNSHTEYN | | Independent Director since 2024 | | | | | Age 51 Board Committees • Compensation and People Other Public Company Boards • Coupa Software Incorporated (2009-2023) • Medallia, Inc. (2019-2021) | Key Qualifications • Extensive leadership experience with large global technology companies, including Coupa Software and Success Factors Inc. • Extensive experience advancing growth initiatives related to cloud, SaaS, mobile, big data, and IoT solutions Career Highlights ICONIQ Capital, a venture capital firm • General Partner (February 2024-present) Coupa Software Incorporated, a provider of Business Spend Management • Chief Executive Officer and Chair of the Board of Directors (February 2009-May 2023) | Education • Master of Business Administration, Harvard Business School • Bachelor’s degree in information systems, State University of New York at Albany | | | | | | | Diversity and Skills | | | | | | | | Financial | | Software Industry | | | | | Global | | Strategy | | | | | Leadership | | |

  29. Biographies

    | 10 | | 2025 PROXY STATEMENT | |

  30. Biographies

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  31. Biographies

    | JANICE CHAFFIN Chair of the Board of Directors | | Independent Director since 2013 | | | | | Age 70 Board Committees • Compensation and People • Corporate Governance • Cybersecurity Other Public Company Boards • Informatica Inc. • Synopsys, Inc. • Electronics for Imaging Inc. (2018-2019) • International Game Technology (2010-2015) | Key Qualifications • Significant leadership and software industry experience as a result of her executive roles in 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 experience in corporate governance due to her considerable service on another public company governance committee and her status as a National Association of Corporate Directors Leadership Fellow • 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 | Career Highlights Symantec Corporation, a global leader in 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, Los Angeles • Bachelor of Arts, University of California, San Diego | | | | | | | Diversity and Skills | | | | | | | | Diverse | | Marketing | | | | | Financial | | Software Industry | | | | | Global | | Strategy | | | | | Leadership | | |

  32. Biographies

    | AMAR HANSPAL | | Independent Director since 2022 | | | | | Age 61 Board Committees • Corporate Governance (Chair) • Cybersecurity Other Public Company Boards • Aspen Technology, Inc. (2020-2022) | Key Qualifications • Significant leadership and software industry experience as a result of his roles as CEO of Bright Machines and Co-CEO and Chief Product Officer of Autodesk Career Highlights AMBR Technologies, a company that provides software for the building construction industry • Chief Executive Officer 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, State University of New York • Bachelor’s degree in mechanical engineering, Bombay University, India | | | | | | | Diversity and Skills | | | | | | | | Diverse | | Marketing | | | | | Financial | | Research & Development | | | | | Global | | Software Industry | | | | | Leadership | | Strategy | | | | | Manufacturing | | |

  33. Biographies

    | | 2025 PROXY STATEMENT | | 11 |

  34. Biographies

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  35. Biographies

    | MICHAL KATZ | | Independent Director since 2022 | | | | | Age 57 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, Binghamton University | | | | | | | Diversity and Skills | | | | | | | | Diverse | | Software Industry | | | | | Financial | | Strategy | | | | | Global | | Leadership |

  36. Biographies

    | PAUL LACY | | Independent Director since 2009 | | | | | Age 77 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 | | | | | | | Diversity and Skills | | | | | | | | Financial | | Manufacturing | | | | | Global | | Software Industry | | | | | Leadership | | Strategy |

  37. Biographies

    | 12 | | 2025 PROXY STATEMENT | |

  38. Biographies

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  39. Biographies

    | DR. CORINNA LATHAN | | Independent Director since 2017 | | | | | Age 57 Board Committees • Audit • Corporate Governance • Cybersecurity (Chair) 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 De Oro Devices., a biomedical device company • Chief Executive Officer (January 2024 to Present) 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. | | | | | | | Diversity and Skills | | | | | | | | Diverse | | Research & Development | | | | | Financial | | Software Industry | | | | | Global | | Strategy | | | | | Leadership | | |

  40. 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 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.

  41. 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 Shareholders. In setting such compensation, the Board considers the recommendation of the Corporate Governance Committee. In making its recommendation for the 2024 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 2024 Board year. We provide a higher annual retainer for service as the Chair of the Board given the additional work required by that position, but do not pay a committee chair retainer to the Chair of the Board for service as the Chair of any committee. 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. 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 Robert Bernshteyn upon joining the Board. The grant was equal to 1.5x the annual equity retainer, and vests in two substantially equal installments in September 2025 and 2026.

  42. Director Compensation Process and Decisions

    | | 2025 PROXY STATEMENT | | 21 |

  43. Director Compensation Process and Decisions

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  44. 2024 Director Compensation

    2024 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.

  45. 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards (#) | Stock Awards(2)(4) ($) | Total ($) | | Janice Chaffin, Board Chair | $155,530 | 1,659 | $299,864 | $455,394 | | Mark Benjamin | $92,500 | 1,383 | $249,977 | $342,477 | | Robert Bernshteyn(3) | $4,334 | 2,882 | $483,600 | $487,934 | | Amar Hanspal | $78,458 | 1,383 | $249,977 | $328,435 | | Michal Katz | $75,000 | 1,383 | $249,977 | $324,977 | | Paul Lacy | $110,156 | 1,383 | $249,977 | $360,133 | | Corinna Lathan | $90,000 | 1,383 | $249,977 | $339,977 | | Janesh Moorjani(4) | $75,000 | 1,383 | $249,977 | $324,977 | | Robert Schechter | $87,717 | 1,383 | $249,977 | $337,694 |

  46. 2024 Director Compensation

    (1) As employees of PTC, Mr. Barua, our Chief Executive Officer, and Mr. Heppelmann, our former Chairman and Chief Executive Officer, received no compensation for their service as directors, and accordingly, are not shown in the Director Compensation Table. (2) Grant date fair value of restricted stock units granted on February 14, 2024, and, for Mr. Bernshteyn, September 9, 2024. 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, $180.75 per share, and, for Mr. Bernshteyn, $167.80 per share. (3) Mr. Bernshteyn joined the Board on September 9, 2024. His Stock Awards reflect a pro-rated annual equity grant of 648 RSUs and a new director grant of 2,234 RSUs. His new director grant vests in two equal installments on September 15, 2025 and September 15, 2026. (4) The number of outstanding RSUs held by each director as of September 30, 2024 is shown in the table below. No director held options. All RSUs held by Janesh Moorjani were forfeited upon his resignation from the Board on November 29, 2024.

  47. 2024 Director Compensation

    | Name | Restricted Stock Units | | Janice Chaffin | 1,659 | | Mark Benjamin | 1,383 | | Robert Bernshteyn | 2,882 | | Amar Hanspal | 1,383 | | Michal Katz | 1,383 | | Paul Lacy | 1,383 | | Corinna Lathan | 1,383 | | Janesh Moorjani | 2,762 | | Robert Schechter | 1,383 |

  48. 2024 Director Compensation

    | 22 | | 2025 PROXY STATEMENT | |

  49. 2024 Director Compensation

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  50. Long-Term Pay and Performance Alignment

    Long-Term Pay and Performance Alignment

  51. 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. |

  52. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs

  53. 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.

  54. How Our Relative TSR RSUs Work

    How Our Relative TSR RSUs Work Our relative TSR RSUs 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 weighted average stock price as of the last day of three-year performance period is lower than the weighted average 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 the level at which 100% of the relative TSR RSUs are earned. The performance measure for the relative TSR RSUs is established on the grant date.

  55. How Our Service RSUs Work

    How Our Service RSUs Work Our service RSUs vest in three substantially equal annual installments.

  56. FY2024 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’ compensation with our shareholders’ experience for the three-year period. |

  57. FY2024 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

    FY2024 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

  58. FY2024 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (Cap 135%) | Achievement | Earned | | Free Cash Flow(1) | $670 Million | $710 Million | $730 Million | $736 Million | 135% |

  59. FY2024 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 FY2024, with the Target representing an increase of 21% in Free Cash Flow over FY2023. FY2024 Free Cash Flow consisted of $750 million of cash from operations net of $14 million of capital expenditures.

  60. 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 FY2022, FY2023 and FY2024 were eligible to be earned and vest for FY2024. For awards made in FY2024, we changed the comparison group for measuring relative TSR performance under the relative TSR RSUs. For awards made in FY2022 and FY2023, we used the S&P 500 Software and Services Index, plus compensation peers. For FY2024, due to a significant realignment of the S&P 500 Software and Services Index in March 2023, which removed many constituent companies and significantly decreased the number of comparative companies, the Compensation and People Committee considered a number of alternative comparative company group options. The Committee ultimately decided to use a custom group of S&P Software & Services companies with market capitalizations of more than $5 Billion plus the company’s compensation peer group companies as the comparative group due to its reasonable sample size, industry relevance, and strong stock price movement correlation with PTC.

  61. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

  62. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | ARR Growth over FY2023 | 6% | 10% | 16% | 12% | 126% |

  63. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | Three Year Relative TSR(1)(2) | 25th Percentile | 50th Percentile | 90th Percentile | —(3) | —(3) |

  64. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    | | 2025 PROXY STATEMENT | | 29 |

  65. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  66. FY2024 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2024

    The FY2024 relative TSR RSUs use S&P Software and Services Companies with greater than $5 billion in market capitalization plus compensation peer group companies as the comparison group. (2) If the weighted average PTC stock price as of September 30, 2023 is higher than the weighted average PTC stock price on September 30, 2026, 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, 2026, no relative TSR RSUs could be earned for FY2024.

  67. PRIOR PERIOD PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR FY2024

    PRIOR PERIOD PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR FY2024

  68. FY2023 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    FY2023 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

  69. FY2023 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | ARR Growth over FY2023 | 6% | 10% | 16% | 12% | 126% |

  70. FY2023 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Interim Upside (150% Earned) | Upside (200% Earned) | Earned | | Three Year Relative TSR(1)(2) | 25th Percentile | 50th Percentile | 75th Percentile | 90th Percentile | —(3) |

  71. FY2023 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    (1) The comparison group of companies for the FY2023 relative TSR RSUs use the S&P 500 Software and Services Index, excluding seven services companies included in the Index, plus any FY2023 compensation peer group companies not included in that Index. (2) If the PTC weighted average stock price as of September 30, 2022 is higher than the PTC weighted average stock price as of September 30, 2025, the maximum number of RSUs that can be earned is 100% of the Target RSUs even if relative TSR is 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. (3) As the relative TSR RSUs have a three-year performance period ending September 30, 2025, no RSUs could be earned for FY2024.

  72. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

  73. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (25% Earned) | Target (100% Earned) | Upside (200% Earned) | Achievement | Earned | | AFCF Growth over FY2023(1) | 10% | 25% | 40% | 22% | 85% |

  74. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | Performance Measure | Threshold (50% Earned) | Target (100% Earned) | Interim Upside (150% Earned) | Upside (200% Earned) | Achievement | Earned | | Three Year Relative TSR(2)(3) | 25th Percentile | 50th Percentile | 75th Percentile | 90th Percentile | 71st Percentile | 142%(3) |

  75. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    (1) The adjusted free cash flow (AFCF) measure is described and reconciled in Appendix A. (2) 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. If the weighted average PTC stock price as of September 30, 2021 was higher than the weighted average PTC stock price on September 30, 2024, the maximum number of RSUs that could be earned was 100% of the RSUs even if relative TSR was achieved above the 50th percentile. The stock price value is determined using a 30-day weighted average for the applicable period.

  76. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | 30 | | 2025 PROXY STATEMENT | |

  77. FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2024

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  78. FY2024 Compensation Decisions

    | KRISTIAN TALVITIE Executive Vice President, Chief Financial Officer | | | | Mr. Talvitie has been our Chief Financial Officer since May 2019. After evaluating Mr. Talvitie’s compensation and performance for 2023 and his pay relative to other executives and to the compensation peer group, the Committee increased his base salary and target annual performance-based bonus by 12%, and his target annual long-term RSUs by 25% for 2024, positioning his target total annual compensation at approximately the 50th percentile of the compensation peer group. |

  79. Independent Compensation Consultant

    Independent Compensation Consultant The Committee engaged Pearl Meyer & Partners, LLC as its independent compensation consultant for 2024. 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 competitive executive compensation arrangements; • 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 $230,047 for services to the Committee in 2024. No other compensation was paid to Pearl Meyer by the company for 2024.

  80. 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 (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.

  81. COMPETITIVE ANALYSIS (BENCHMARKING)

    COMPETITIVE ANALYSIS (BENCHMARKING) The peer group used for the 2024 competitive analysis consisted of 17 publicly-traded U.S. software companies, most of which are in the enterprise software space, that had revenues and market capitalizations in a range we believe is appropriate. In selecting the peer group, 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 the peer 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.

  82. 2024 COMPENSATION PEER GROUP

    2024 COMPENSATION PEER GROUP

  83. 2024 COMPENSATION PEER GROUP

    | | 17 Publicly-traded U.S. software companies | • Akamai Technologies, Inc. • ANSYS, Inc. • Autodesk, Inc. • Blackbaud, Inc. • Cadence Design Systems • Ceridian HCM Holding Inc. | • CrowdStrike Holdings, Inc. • Dynatrace, Inc. • F5, Inc. • Fair Isaac Corporation • Guidewire Software, Inc. • Open Text Corporation | • Paycom Software, Inc. • ServiceNow, Inc. • Splunk Inc. • Tyler Technologies, Inc. • WEX, Inc. |

  84. 2024 COMPENSATION PEER GROUP

    The 2024 peer group differed from the 2023 peer group as described below.

  85. 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. Our annual executive awards are made in November after public release of the previous year’s financial results and annual awards to our Board of Directors are made on the day of the Annual Meeting of Shareholders. Awards to executive officers may be made only by the 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 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.

  86. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  87. 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 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

  88. 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 2024, 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, as described below, to enhance the severance payable upon termination of employment without cause for certain of our executives for 2024. The revised agreements were executed and became effective in November 2023. The executive agreement with Michael DiTullio, our then President and Chief Operating Officer, was revised to provide 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 transition and thereafter to provide executive continuity and support Mr. Barua, our then CEO-Elect who later assumed the CEO role in February 2024. The executive agreements with Kristian Talvitie, our Chief Financial Officer, Aaron von Staats, our General Counsel, and Catherine Kniker, our then Chief Strategy, Sustainability and Corporate Marketing officer, were revised to 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.

  89. Annual Assessment of Risks Associated with Our Compensation Programs

    The Compensation and People 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 and People 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.

  90. Summary Compensation Table

    Summary Compensation Table

  91. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Neil Barua(4) President and Chief Executive Officer | 2024 | $800,000 | $13,968,399 | $1,620,000 | $11,504 | $16,399,903 | | | 2023 | $431,154 | $12,710,200 | $672,411 | $392,408 | $14,206,173 | | Kristian Talvitie EVP, Chief Financial Officer | 2024 | $575,000 | $6,349,268 | $776,250 | $11,919 | $7,712,437 | | | 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 | | Catherine Kniker EVP, Chief Marketing and Sustainability Officer | 2024 | $430,000 | $3,174,393 | $435,375 | $10,222 | $4,049,990 | | | 2023 | $420,000 | $2,857,087 | $425,250 | $15,494 | $3,717,831 | | | 2022 | $415,385 | $1,802,384 | $387,317 | $9,288 | $2,614,374 | | Aaron von Staats EVP, General Counsel | 2024 | $450,000 | $3,809,247 | $455,625 | $10,350 | $4,725,222 | | | 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 | | Michael DiTullio(5) Former President and Chief Operating Officer | 2024 | $550,000 | $5,714,435 | $742,500 | $1,110,350 | $8,117,285 | | | 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 | | James Heppelmann(6) Former Chief Executive Officer | 2024 | $326,923 | $7,976,693 | $0 | $5,148,918 | $13,452,534 | | | 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 |

  92. Summary Compensation Table

    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, 2024. 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. As further described in Grants of Plan-Based Awards, Mr. Heppelmann’s RSU awards for 2024 reflected the fair value of his known termination date at the time of grant and the anticipated treatment of his equity awards pursuant to the terms of his Executive Agreement.

  93. Summary Compensation Table

    | | 2025 PROXY STATEMENT | | 39 |

  94. Summary Compensation Table

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  95. Summary Compensation Table

    | Named Executive Officer | Number of 2024 Target Performance-Based RSUs | Maximum Value of Performance-Based RSUs based on Closing Price on Grant Date | | Neil Barua | 35,556 | $10,999,604 | | Kristian Talvitie | 16,162 | $4,999,876 | | Michael DiTullio | 14,546 | $4,499,951 | | Catherine Kniker | 8,080 | $2,499,629 | | Aaron von Staats | 9,696 | $2,999,555 |

  96. Summary Compensation Table

    (2) For all years other than 2024 for Mr. Heppelmann, 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 21, 2024, November 27, 2023 and November 15, 2022, respectively. (3) For Mr. Talvitie, Ms. Kniker, and Mr. von Staats, matching contributions under PTC’s 401(k) Savings Plan of $10,350, $10,131, and $10,350, respectively. For Mr. Talvitie, a matching contribution of $1,154 under PTC’s HSA Plan. For Mr. Talvitie and Ms. Kniker, taxable prize income of $69 and $92, respectively. (4) Mr. Barua’s compensation for 2024 included a matching contribution of $10,350 under PTC’s 401(k) Savings Plan, and a matching contribution of $1,154 under PTC’s HSA Plan. (5) As agreed in July 2024, Mr. DiTullio ceased serving as President and Chief Operating Officer as of October 1, 2024 and will serve as a strategic advisor to the company through June 30, 2025. Mr. DiTullio’s compensation for 2024 included a matching contribution of $10,350 under PTC’s 401(k) Savings Plan and $1,100,000 in accrued severance in connection with his termination as President and Chief Operating Officer pursuant to the terms of his Executive Agreement, consisting of 1x base salary ($550,000) and 1x target bonus ($550,000). Mr. Heppelmann ceased serving as Chief Executive Officer on February 14, 2024 pursuant to a Board-led CEO succession. Mr. Heppelmann’s compensation for 2024 included a matching contribution of $4,512 under PTC’s 401(k) Savings Plan, a gift valued at $3,105, a payout of $19,615 for unused PTO, and $5,121,686 in accrued severance in connection with his termination as CEO pursuant to the terms of his Executive Agreement, consisting of 2x base salary ($1,700,000), 2x target bonus ($3,367,317), COBRA coverage for 2 years ($44,369) and basic life insurance for 2 years ($10,000).

  97. Summary Compensation Table

    | 40 | | 2025 PROXY STATEMENT | |

  98. Summary Compensation Table

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  99. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  100. Grants of Plan-Based Awards

    | | | 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) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Neil Barua President and Chief Executive Officer | 11/15/2023(2) | $600,000 | $1,200,000 | $1,620,000 | | | | | | | | 11/15/2023(3) | | | | 8,889 | 17,778 | 35,556 | | $4,749,996 | | | 11/15/2023(4) | | | | 8,889 | 17,778 | 35,556 | | $3,718,446 | | | 11/15/2023(5) | | | | | | | 35,557 | $5,499,957 | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 11/15/2023(2) | $287,500 | $575,000 | $776,250 | | | | | | | | 11/15/2023(3) | | | | 4,040 | 8,081 | 16,162 | | $2,159,108 | | | 11/15/2023(4) | | | | 4,040 | 8,081 | 16,162 | | $1,690,222 | | | 11/15/2023(5) | | | | | | | 16,162 | $2,499,938 | | Catherine Kniker Executive Vice President, Chief Marketing and Sustainability Officer | 11/15/2023(2) | $161,250 | $322,500 | $435,375 | | | | | | | | 11/15/2023(3) | | | | 2,020 | 4,040 | 8,080 | | $1,079,418 | | | 11/15/2023(4) | | | | 2,020 | 4,040 | 8,080 | | $845,006 | | | 11/15/2023(5) | | | | | | | 8,081 | $1,249,969 | | Aaron von Staats Executive Vice President, General Counsel | 11/15/2023(2) | $168,750 | $337,500 | $455,625 | | | | | | | | 11/15/2023(3) | | | | 2,424 | 4,848 | 9,696 | | $1,295,308 | | | 11/15/2023(4) | | | | 2,424 | 4,848 | 9,696 | | $1,014,008 | | | 11/15/2023(5) | | | | | | | 9,697 | $1,499,932 | | Michael DiTullio Former President and Chief Operating Officer | 11/15/2023(2) | $275,000 | $550,000 | $742,500 | | | | | | | | 11/15/2023(3) | | | | 3,636 | 7,273 | 14,546 | | $1,943,239 | | | 11/15/2023(4) | | | | 3,636 | 7,273 | 14,546 | | $1,521,221 | | | 11/15/2023(5) | | | | | | | 14,546 | $2,249,975 | | James Heppelmann Former Chief Executive Officer | 11/15/2023(6) | | | | 5,495 | 10,990 | 14,837 | | $477,033 | | | 11/15/2023(7) | | | | 6,060 | 12,121 | 24,242 | | $1,874,876 | | | 11/15/2023(8) | | | | 6,060 | 12,121 | 24,242 | | $1,874,876 | | | 11/15/2023(9) | | | | | | | 24,243 | $3,749,907 |

  101. 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 21, 2024, 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 2024, 2025 and 2026. Only one-third of the RSUs granted are eligible to be earned for each of 2024, 2025 and 2026. RSUs not earned in a year are forfeited.

  102. Grants of Plan-Based Awards

    | | 2025 PROXY STATEMENT | | 41 |

  103. Grants of Plan-Based Awards

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  104. Grants of Plan-Based Awards

    Performance-based RSUs eligible to vest in 2026 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, 2024 and the remaining two-thirds will vest in two substantially equal installments on November 15, 2025 and November 15, 2026. (6) Equity award under our annual incentive plan. Pursuant to the terms of Mr. Heppelmann’s Executive Agreement, upon termination pursuant to a Board-initiated CEO succession, a pro-rata portion based on the percentage of the fiscal year completed at the time of termination accelerated and vested at the target level. Mr. Heppelmann’s termination date of February 14, 2024 was known at the time of grant and the pro-rata percentage of the fiscal year that could be completed was reflected in the fair value of the stock award. (7) Performance-based RSUs based on an ARR performance measure that accelerated and vested at the target level upon termination pursuant to a Board-initiated CEO succession in accordance with the terms of Mr. Heppelmann’s Executive Agreement. Mr. Heppelmann’s termination date of February 14, 2024 was known at the time of grant and reflected in the fair value of the stock award. (8) Performance-based RSUs based on a relative TSR performance measure that accelerated and vested at the target level upon termination pursuant to a Board-initiated CEO succession in accordance with the terms of Mr. Heppelmann’s Executive Agreement. Mr. Heppelmann’s termination date of February 14, 2024 was known at the time of grant and reflected in the fair value of the stock award. (9) Service-based RSUs that accelerated and vested at the target level upon termination pursuant to a Board-initiated CEO succession in accordance with the terms of Mr. Heppelmann’s Executive Agreement.

  105. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  106. 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) | | Neil Barua President and Chief Executive Officer | 35,557(6) | $6,423,728 | 17,778(11) | $3,211,773 | | | 15,256(13) | $2,756,149 | 17,778(12) | $3,211,773 | | | 15,256(14) | $2,756,149 | | | | | 22,942(15) | $4,144,702 | | | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 4,527(4) | $817,848 | 2,263(7) | $408,834 | | | 10,269(5) | $1,855,198 | 6,791(8) | $1,226,862 | | | 16,162(6) | $2,919,827 | 5,134(9) | $927,508 | | | | | 7,702(10) | $1,391,443 | | | | | 8,081(11) | $1,459,913 | | | | | 8,081(12) | $1,459,913 | | Catherine Kniker Executive Vice President, Chief Marketing and Sustainability Officer | 2,089(4) | $377,399 | 1,044(7) | $188,609 | | | 5,134(5) | $927,508 | 3,134(8) | $566,188 | | | 8,081(6) | $1,459,913 | 2,567(9) | $463,754 | | | 715(16) | $129,172 | 3,851(10) | $695,722 | | | 1,420(17) | $256,537 | 4,040(11) | $729,866 | | | | | 4,040(12) | $729,866 |

  107. Outstanding Equity Awards at Fiscal Year-End

    | 42 | | 2025 PROXY STATEMENT | |

  108. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  109. 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) | | Aaron von Staats Executive Vice President, General Counsel | 3,134(4) | $566,188 | 1,567(7) | $283,094 | | | 6,418(5) | $1,159,476 | 4,701(8) | $849,283 | | | 9,697(6) | $1,751,860 | 3,208(9) | $579,557 | | | | | 4,813(10) | $869,517 | | | | | 4,848(11) | $875,840 | | | | | 4,848(12) | $875,840 | | Michael DiTullio Former President and Chief Operating Officer | 3,830(4) | $691,928 | 1,915(7) | $345,964 | | | 10,269(5) | $1,855,198 | 5,746(8) | $1,038,072 | | | 14,546(6) | $2,627,880 | 5,134(9) | $927,508 | | | 1,430(16) | $258,344 | 7,702(10) | $1,391,443 | | | 2,560(18) | $462,490 | 7,273(11) | $1,313,940 | | | | | 7,273(12) | $1,313,940 | | James Heppelmann Former Chief Executive Officer | — | — | — | — |

  110. 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, 2024 based on the closing price of a share of our common stock on the NASDAQ Global Select Market on September 30, 2024 of $180.66. (3) The unvested RSUs shown in this column are subject to performance-based vesting. (4) FY22 service-based RSUs that vested on November 15, 2024. (5) FY23 service-based RSUs that vest in two equal installments on November 15, 2024 and 2025. (6) FY24 service-based RSUs that vest in three substantially equal installments on November 15, 2024, 2025 and 2026. (7) FY22 performance-based AFCF RSUs that vested on November 15, 2024. (8) FY22 performance-based rTSR RSUs that vested on November 15, 2024. (9) FY23 performance-based ARR RSUs that vest to the extent earned on each of November 15, 2024 and 2025. (10) FY23 performance-based rTSR RSUs that vest on November 15, 2025 to the extent earned for the three-year relative TSR performance period October 1, 2022 — September 30, 2025. (11) FY24 performance-based ARR RSUs that vest to the extent earned on each of November 15, 2024, 2025 and 2026. (12) FY24 performance-based rTSR RSUs that vest on November 15, 2026 to the extent earned for the three-year relative TSR performance period October 1, 2023 — September 30, 2026. (13) Service-based RSUs that vest on January 12, 2025. (14) Service-based RSUs that vest in two equal installments on January 12, 2025 and 2026. (15) Service-based RSUs that vest in two equal installments on August 15, 2025 and 2026. Service-based RSUs that vest on May 15, 2025.

  111. Outstanding Equity Awards at Fiscal Year-End

    | | 2025 PROXY STATEMENT | | 43 |

  112. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  113. Outstanding Equity Awards at Fiscal Year-End

    Service-based RSUs that vest in two equal installments on March 15, 2025 and 2026. (18) Service-based RSUs that vest in two equal installments on February 15, 2025 and 2026.

  114. Options Exercised and Stock Vested

    Options Exercised and Stock Vested

  115. Options Exercised and Stock Vested

    | | Stock Awards Vested FY2024 | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Neil Barua President and Chief Executive Officer | 19,100 | $3,302,097 | | Kristian Talvitie Executive Vice President, Chief Financial Officer | 31,414 | $4,859,118 | | Catherine Kniker Executive Vice President, Chief Marketing and Sustainability Officer | 12,566 | $2,007,089 | | Aaron von Staats Executive Vice President, General Counsel | 19,033 | $2,944,024 | | Michael DiTullio Former President and Chief Operating Officer | 31,764 | $4,989,953 | | James Heppelmann Former Chief Executive Officer | 384,038 | $63,481,862 |

  116. Options Exercised and Stock Vested

    | Grant Date | Grant Date Share Value | Vest Date | Vest Date Share Value | Neil Barua | Kristian Talvitie | Michael DiTullio | Catherine Kniker | Aaron von Staats | James Heppelmann | | | | | | # RSUs | # RSUs | # RSUs | # RSUs | # RSUs | # RSUs | | 9/24/2020 | $80.28 | 11/15/2023 | $154.68 | | | | | | 141,346 | | 11/17/2020 | $99.13 | 11/15/2023 | $154.68 | | 14,501 | 13,384 | 1,760 | 7,919 | 44,621 | | 6/9/2021 | $134.74 | 6/15/2024 | $173.50 | | | | 1,236 | | | | 11/17/2021 | $119.64 | 11/15/2023 | $154.68 | | 8,081 | 6,837 | 3,729 | 5,594 | 24,866 | | 11/17/2021 | $119.64 | 2/26/2024 | $181.67 | | | | | | 41,791 | | 5/31/2022 | $116.53 | 5/15/2024 | $183.85 | | | 1,430 | 715 | | | | 11/16/2022 | $129.83 | 11/15/2023 | $154.68 | | 8,832 | 8,832 | 4,416 | 5,520 | 22,080 | | 11/16/2022 | $129.83 | 2/26/2024 | $181.67 | | | | | | 57,765 | | 1/12/2023 | $131.09 | 1/12/2024 | $172.17 | 7,629 | | | | | | | 2/23/2023 | $130.16 | 2/15/2024 | $181.99 | | | 1,281 | | | | | 3/13/2023 | $117.33 | 3/15/2024 | $181.81 | | | | 710 | | | | 7/27/2023 | $145.29 | 8/15/2024 | $173.36 | 11,471 | | | | | | | 11/15/2023 | $154.68 | 2/26/2024 | $181.67 | | | | | | 51,569 |

  117. Options Exercised and Stock Vested

    | 44 | | 2025 PROXY STATEMENT | |

  118. Options Exercised and Stock Vested

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  119. 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 — Other Important Elements of Our Compensation Programs — Severance and Change in Control Arrangements. 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.

  120. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we calculated the ratio between the 2024 compensation of our CEO and the median of 2024 compensation of all our other employees, which pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Using reasonable estimates and assumptions permitted under the SEC rules, we gathered the annualized base salary and annual target incentive compensation for all employees worldwide, other than our CEO, to identify the median employee. We then calculated the 2024 median employee compensation to be $89,870 based on the methodology used for the Summary Compensation Table. Our CEO’s 2024 compensation, as disclosed in the Summary Compensation Table, was $16,399,903, resulting in a ratio of 182:1 between our CEO’s 2024 compensation and the 2024 median employee compensation. To put this ratio into context, we note that we have a worldwide employee population, with approximately 67% 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 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.

  121. 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

  122. Pay versus Performance Disclosure

    | 48 | | 2025 PROXY STATEMENT | |

  123. Pay versus Performance Disclosure

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  124. Pay versus Performance Disclosure

    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 and 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.

  125. Pay versus Performance Disclosure

    | Year | Summary Compensation Table Total for First PEO (Heppelmann)(1) | Summary Compensation Table Total for Second PEO (Barua)(2) | Compensation Actually Paid to First PEO (Heppelmann)(1) | Compensation Actually Paid to Second PEO (Barua)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3)(7) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in Millions)(5) | Free Cash Flow (in Millions)(6) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2024 | $13,452,534 | $16,399,903 | $18,794,144 | $20,100,143 | $6,151,234 | $7,980,418 | $218.40 | $222.15 | $376.3 | $735.6 | | 2023 | $15,617,171 | N/A | $32,849,065 | N/A | $7,940,226 | $9,964,001 | $171.28 | $145.51 | $245.5 | $587.0 | | 2022 | $12,887,115 | N/A | $10,443,199 | N/A | $3,899,861 | $4,250,523 | $126.45 | $103.12 | $313.1 | $415.8 | | 2021 | $13,048,375 | N/A | $43,610,760 | N/A | $4,349,703 | $6,216,716 | $144.81 | $128.90 | $476.9 | $344.1 |

  126. Pay versus Performance Disclosure

    (1) Mr. Heppelmann served as our PEO during 2021 and through February 13, 2024 (“First PEO”). Amounts deducted from the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”) to the First PEO for the years 2024, 2023, 2022 and 2021, respectively, include ($7,976,693), ($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 2024, 2023, 2022 and 2021, respectively also include: $0, $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 each respective year; $0, $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 remain outstanding at the end of each respective year; $9,368,540 for the fair value of stock awards that were granted and vested in the same year for 2024; and $3,949,763, $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) Mr. Barua has served as our PEO since February 14, 2024 (“Second PEO”). Amounts deducted from the SCT total to calculate CAP to the Second PEO for 2024 include ($13,968,399) for the grant date fair value of stock awards. Amounts added to (or subtracted from) the SCT for 2024 also include: $14,988,992 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $2,083,637 for the change in fair value of stock awards that were granted in prior years and remain outstanding at the end of the year; and $596,009 for the change in fair value of stock awards that were granted in prior years and vested during the year. (3) For 2024, Kristian Talvitie, Michael DiTullio, Catherine Kniker, and Aaron von Staats were the Non-PEO NEOs. 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 2024, 2023, 2022 and 2021, respectively, include ($4,761,836), ($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 2024, 2023, 2022 and 2021, respectively also include: $5,109,749, $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 each respective year; $1,138,447, $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 remain outstanding at the end of each respective year; $342,825, $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). (4) The peer group used for the Peer Group Total Shareholder Return was the S&P 500 Information Technology Index. (5) 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. 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

  127. Pay versus Performance Disclosure

    | | 2025 PROXY STATEMENT | | 49 |

  128. Pay versus Performance Disclosure

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |

  129. Pay versus Performance Disclosure

    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. (7) The Average Summary Compensation Table Total for Non-PEO Named Executive Officers in 2023 reflects a change in value from $7,935,291 to $7,940,226 due to an incorrect calculation.

  130. 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. The decrease in Mr. Heppelmann’s (First PEO) CAP in 2024 reflects a reduction in his target annual long-term RSUs, as well as the terms of Mr. Heppelmann’s September 2020 Executive Agreement capping the maximum amount of accelerated equity that could be earned in connection with the Board-initiated CEO succession at the target level. The compensation decisions for Mr. Barua (Second PEO) for his first year as PEO in 2024 are described in Compensation Discussion and Analysis. The decrease in Non-PEO NEO CAP for 2024 relates to Mr. Barua’s CAP inclusion in the Non-PEO NEO CAP average for 2023 while he served as CEO-Elect during the CEO transition period. The compensation decisions for Mr. Barua in 2023 as CEO-Elect are described in the Compensation Discussion and Analysis Section. Generally, PEO and Non-PEO NEO CAP directionally align with our cumulative total shareholder return, with the increases and decreases in our stock price increasing or decreasing total shareholder return and, as a result, the achievement assumptions and actual achievement under outstanding relative TSR performance-based RSUs, as well as increases or decreases in our stock prices impacting the vest date value of RSUs. Additionally, Free Cash Flow was the performance measure under the 2024 annual corporate incentive plan. As Free Cash Flow increases, estimated and actual achievement under those outstanding performance-based RSUs increase. As none of the outstanding performance based RSUs were tied to net income, net income does not significantly affect CAP.

  131. 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, executive officers, and named executive officers, as well as those persons as a group, as of November 30, 2024.

  132. Stock Owned by Directors and Officers

    | Director or Officer Name | Number of Shares Beneficially Owned(1) (#) | Percentage of Common Stock Outstanding(2) | | Mark Benjamin | 8,300 | * | | Robert Bernshteyn(3) | — | * | | Janice Chaffin | 40,137 | * | | Amar Hanspal | 7,433 | * | | Michal Katz | 1,992 | * | | Paul Lacy(4) | 52,510 | * | | Corinna Lathan | 6,843 | * | | Robert Schechter | 59,616 | * | | Neil Barua(5) | 62,574 | * | | Kristian Talvitie | 67,440 | * | | Robert Dahdah(6) | — | * | | Aaron von Staats | 27,080 | * | | Michael DiTullio | 26,000 | * | | Catherine Kniker | 24,350 | * | | All current directors, executive officers, and named executive officers as a group (14 persons) | 384,275 | * |

  133. 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 120,446,852 shares outstanding as of November 30, 2024, plus 22,884 shares that would be acquired by Mr. Barua upon vesting of RSUs on or before January 29, 2025. (3) Mr. Bernshteyn joined the Board on September 9, 2024 and was granted 2,882 RSUs that will first vest in part on February 12, 2025. (4) Includes 42,000 shares held indirectly in a trust. (5) Includes 22,884 shares that would be acquired by Mr. Barua upon vesting of RSUs on or before January 29, 2025. Mr. Dahdah joined PTC as Executive Vice President, Chief Revenue Officer on December 9, 2024.

  134. Stock Owned by Directors and Officers

    | 56 | | 2025 PROXY STATEMENT | |

  135. Stock Owned by Directors and Officers

    | 2024 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |