DEF 14A of PTC Inc.
Filed Dec 23, 2025 · FY20250001104659-25-124170
HOW TO VOTE
| 48 | Compensation Tables | | 48 | Summary Compensation Table | | 50 | Grants of Plan-Based Awards | | 51 | Outstanding Equity Awards at Fiscal Year-End | | 52 | Options Exercised and Stock Vested | | 53 | Potential Payments Upon Termination or Change in Control | | 56 | Additional Compensation Matters | | 56 | Pay Ratio Disclosure | | 56 | Pay versus Performance Disclosure | | 59 | Auditor Matters | | 59 | Proposal 3 — Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2026 | | 59 | Engagement of Independent Auditor and Approval of Professional Services and Fees | | 61 | PricewaterhouseCoopers LLP Services and Fees | | 62 | Report of the Audit Committee | | 63 | Information about PTC Stock Ownership | | 63 | Shareholders Who Own at Least 5% of PTC | | 64 | Stock Owned by Directors and Officers | | 65 | Information about the Annual Meeting and Voting | | 65 | Proposals to be Voted on at the Meeting and Voting Standard | | 66 | Attendance at the Virtual Annual Meeting | | 67 | Questions and Requests | | 68 | Other Governance Disclosures and Matters | | 68 | Our Executive Officers | | 68 | Shareholder Proposals and Nominations | | 69 | Transactions with Related Persons | | 69 | Review of Transactions with Related Persons | | 69 | Transactions with Related Persons | | 69 | Delinquent Section 16(a) Reports | | 70 | Help Us Reduce Our Environmental Impact | | A-1 | Appendix A — Operating and Non-GAAP Financial Measures | | A-2 | Calculations and Reconciliations |
Director Nominees
Director Nominees
Director Nominees
| Name and Primary Occupation | | Age | Director since | Independent | PTC Committee Memberships | | | | | | | | | | Audit | Compensation and People | Corporate Governance | Cybersecurity | | | Neil Barua President and CEO, PTC | 48 | 2023 | | | | | | | | Mark Benjamin Former Chief Executive Officer, Nuance Communications | 55 | 2021 | | | | | | | | Robert Bernshteyn General Partner, ICONIQ Capital | 52 | 2024 | | | | | | | | Janice Chaffin Former Group President, Consumer Business Unit, Symantec | 71 | 2013 | | | | | | | | Michal Katz Head of Banking, Mizuho Americas, a division of Mizuho Financial Group | 58 | 2022 | | | | | | | | Dr. Corinna Lathan Scientific Advisor, AnthroTronix | 58 | 2017 | | | | | | | | James Lico Former President and Chief Executive Officer, Fortive Corporation | 60 | 2025 | | | | | | | | Trac Pham Former Chief Financial Officer, Synopsys | 56 | 2025 | | | | | |
Director Nominees
| | Board Chair | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |
Director Nominees
| 2 | | 2026 PROXY STATEMENT | |
Director Nominees
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Snapshot of Board Composition Director Nominees
Snapshot of Board Composition Director Nominees
Snapshot of Board Composition Director Nominees
| 6 | | 2026 PROXY STATEMENT | |
Snapshot of Board Composition Director Nominees
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Board Qualifications, Skills, and Experience
Board Qualifications, Skills, and Experience The Corporate Governance Committee’s mandate is to create and maintain a Board with a diverse set of qualifications, skills, experiences, and attributes that aligns with PTC’s current and anticipated future strategic needs. The Committee believes that certain qualifications, skills, and experience should be represented on the Board, 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.
Board Qualifications, Skills, and Experience
| | EXECUTIVE 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. We define this skill as having experience as a CEO or senior executive at a public company or large organization. | | | FINANCIAL ACUMEN | Our business and financial model is complex and multinational. Individuals with financial acumen are able to identify and understand the issues associated with our business and financial model. We define this skill as meeting the audit committee financial literacy requirements under the applicable Nasdaq rule. | | | GLOBAL BUSINESS | We are a global company. Global experience enhances understanding of the complexities and issues associated with running a global business and the challenges we face. We define this skill as having senior management experience at a large organization with global operations. | | | 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. We define this skill as having senior management experience at a manufacturing company and/or manufacturing-specific knowledge through a senior leadership role. | | | MARKETING & GTM | Our business depends on successfully creating awareness of our products, entering new markets, and understanding how to best market and distribute new solutions to deliver compelling value to customers. Persons with marketing and Go-to-Market experience can help us identify ways to do so successfully. We define this skill as having senior management experience in sales, digital marketing, branding, channels, or partners. | | | PUBLIC COMPANY BOARD | Experience on another public company board builds expertise in strategic oversight, corporate governance and risk management, all skills that help directors effectively oversee our business. We define this skill as having tenure on a public company board other than our board. | | | SOFTWARE PRODUCT MANAGEMENT | Our business depends on the success of our efforts to develop our products and expand our offerings. Experience in this area enhances understanding of the challenges we face and best practices. We define this skill as having senior management experience in software product strategy, design or development, and/or responsibility for the software product roadmap. | | | STRATEGIC TRANSACTIONS | Our success depends on successful development and execution of our corporate strategy, which includes successful selection and execution of strategic alliances and transactions. We define this skill as having experience with M&A, capital markets, investments, and other strategic transactions. | | | TECHNOLOGY INDUSTRY | We develop and deliver technology solutions. Those with technology industry experience are better able to understand the risks and opportunities facing our business. We define this skill as having senior management experience in the technology industry. |
Board Qualifications, Skills, and Experience
| | 2026 PROXY STATEMENT | | 7 |
Board Qualifications, Skills, and Experience
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Director Nominee Qualifications and Skills
Director Nominee Qualifications and Skills The specific qualifications, skills, and experience identified as being possessed by each of the nominees as aligned to those described above are set forth below. The biographies of our directors that follow describe each director’s background and relevant experience in more detail. The Committee believes that the Board collectively possesses the experience and skills needed for PTC’s business and strategy.
BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, AND EXPERIENCE
BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, AND EXPERIENCE
BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, AND EXPERIENCE
| DIVERSITY AND SKILLS | | | | | | | | | | | Nominee | Executive Leadership | Financial Acumen | Global Business | Manufa- cturing | Marketing & GTM | Public Company Board | Software Product Management | Strategic Transactions | Technology Industry | | Neil Barua | | | | | | | | | | | Mark Benjamin | | | | | | | | | | | Robert Bernshteyn | | | | | | | | | | | Janice Chaffin | | | | | | | | | | | Michal Katz | | | | | | | | | | | Corinna Lathan | | | | | | | | | | | James Lico | | | | | | | | | | | Trac Pham | | | | | | | | | | | Total | 7 | 8 | 7 | 5 | 4 | 7 | 4 | 8 | 8 |
Director Nominees
Director Nominees
Independence of Our Directors
Independence of Our Directors Our Board of Directors has determined that all our directors, other than our Chief Executive Officer, Mr. Barua, are independent. None of the independent directors are known to have any business, financial, familial, or other type of relationship with PTC or its management that would impact the director’s independence.
Independence of Our Directors
| 8 | | 2026 PROXY STATEMENT | |
Independence of Our Directors
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
Biographies
Biographies
| NEIL BARUA | Director since 2023 | | Age 48 Other Public Company Boards • None | Key Qualifications • Extensive leadership experience with global technology companies, including ServiceMax and IPC Systems • Knowledge of PTC’s technologies and the markets in which PTC operates • Knowledge in technology investments due to his experience at prominent technology-focused private equity firms, and a proven track record of growing businesses • Strong financial acumen, a customer-first mindset, and a leadership style that empowers employees Career Highlights PTC Inc. • Chief Executive Officer (February 2024-Present) • CEO-Elect (July 2023-Februrary 2024) • President, Service Lifecycle Management business (January 2023-July 2023) ServiceMax, a leader in Field Service Management • Chief Executive Officer (April 2019-January 2023) IPC Systems, Inc., a leading global provider of specialized technology solutions for the financial services industry • Chief Executive Officer (2014-2018) Silver Lake and Francisco Partners, global private equity firms focused on investments in technology businesses • Operating Partner Education • Bachelor of Science in finance and economics, NYU Stern School of Business |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Manufacturing | | | Marketing & GTM | | Software Product Management | | Strategic Transactions | | Technology Industry |
Biographies
| | 2026 PROXY STATEMENT | | 9 |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| MARK BENJAMIN | | Independent Director since 2021 | | Age 55 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 | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Manufacturing | | | Marketing & GTM | | Public Company Board | | Strategic Transactions | | Technology Industry |
Biographies
| 10 | | 2026 PROXY STATEMENT | |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| ROBERT BERNSHTEYN | | Independent Director since 2024 | | Age 52 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 expertise in leading, transforming, and scaling high growth software companies • Broad range of experience, including executive management, marketing, sales, services, products, and programming. 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 | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Marketing & GTM | | | Public Company Board | | Software Product Management | | Strategic Transactions | | Technology Industry |
Biographies
| | 2026 PROXY STATEMENT | | 11 |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| JANICE CHAFFIN Chair of the Board of Directors | | Independent Director since 2013 | | Age 71 Board Committees • Compensation and People • Corporate Governance • Cybersecurity Other Public Company Boards • Synopsys, Inc. • Informatica Inc. (2019-2025) | Key Qualifications • Extensive leadership and software industry experience as a result of her executive roles in large global technology companies • Financial acumen and 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 the boards of several public companies, including current 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 | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Manufacturing | | | Marketing & GTM | | Public Company Board | | Software Product Management | | Strategic Transactions | | | Technology Industry | | | | | | |
Biographies
| 12 | | 2026 PROXY STATEMENT | |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| MICHAL KATZ | | Independent Director since 2022 | | Age 58 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 transactions, and strong insights into the intersection of the financial and technology markets Career Highlights Mizuho Financial Group, Inc., one of the largest financial institutions in the world • Head of Banking, Mizuho Americas, a division of Mizuho Financial Group, Inc. (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 | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Public Company Board | | | Strategic Transactions | | Technology Industry | | | | |
Biographies
| | 2026 PROXY STATEMENT | | 13 |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| DR. CORINNA LATHAN | | Independent Director since 2017 | | Age 58 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 Career Highlights AnthroTronix, Inc., a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality. • Scientific Advisor (June 2022-Present) • Chief Executive Officer, Co-Founder, and Chair of the Board (July 1999-June 2022) De Oro Devices., a biomedical device company • Chief Executive Officer (January 2024 to March 2025) 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 | |
Biographies
| Skills | | | | | | | | | | Financial Acumen | | Manufacturing | | Public Company Board | | Software Product Management | | | Strategic Transactions | | Technology Industry | | | | |
Biographies
| 14 | | 2026 PROXY STATEMENT | |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| JAMES LICO | | Independent Director since 2025 | | Age 60 Board Committees • Corporate Governance Other Public Company • DuPont de Nemours, Inc. • Fortive Corporation (2016-2025) | Key Qualifications • Extensive public company leadership experience with global manufacturing and technology companies, including Fortive Corporation and Danaher Corporation • Deep expertise in M&A and corporate transformation having led a transformation of Fortive’s portfolio of businesses through strategic M&A Career Highlights Fortive Corporation, a global technology and manufacturing company • President and Chief Executive Officer (July 2016-June 2025) Danaher Corporation, a global life sciences and diagnostics innovator • Executive Vice President (September 2005-June 2016) • Various leadership positions (July 1996-September 2005) Education • Bachelor of Science, University of Michigan — Dearborn • Master’s in Management, Northwestern University — Kellogg School of Management | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Manufacturing | | | Public Company Board | | Strategic Transactions | | Technology Industry | | |
Biographies
| Director Search Background: Mr. Lico was recommended to the Corporate Governance Committee by a third-party search firm due to his extensive experience as a public company CEO and his deep domain knowledge of the technology and manufacturing industries. |
Biographies
| | 2026 PROXY STATEMENT | | 15 |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Biographies
| TRAC PHAM | | Independent Director since 2025 | | Age 56 Board Committees • Audit Other Public Company • Sprinklr, Inc. (2023-2024) | Key Qualifications • Significant leadership and software industry experience as a result of his roles at Sprinklr and Synopsys • Significant financial expertise as a result of his role as CFO of Synopsys • During his tenure as CFO, Mr. Pham helped scale Synopsys from $2.0B to $5.1B in revenue Career Highlights Sprinklr, Inc., a global enterprise software company • Co-Chief Executive Officer (June 2024-November 2024) • Interim Chief Operating Officer (January 2024-June 2024) Synopsys, Inc., a global enterprise software company • Chief Financial Officer (December 2014-December 2022) • VP, Corporate Finance (2012-November 2014) • VP, Financial Planning & Strategy (2006-2012) Education • Bachelor of Arts in Economics, University of California, Berkeley • Master of Arts in Pacific International Affairs, University of California, San Diego | |
Biographies
| Skills | | | | | | | | | | Executive Leadership | | Financial Acumen | | Global Business | | Public Company Board | | | Strategic Transactions | | Technology Industry | | | | |
Biographies
| Director Search Background: Mr. Pham was recommended to the Corporate Governance Committee by a third-party search firm given his Chief Financial Officer profile as part of our Audit Committee succession planning. |
Biographies
| 16 | | 2026 PROXY STATEMENT | |
Biographies
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
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.
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 2025 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, the cash retainer for service on the Corporate Governance Committee was increased by $5,000 for the Chair and $2,500 for each Member. No other changes were made to our directors’ compensation for the 2025 Board year. We provide a higher annual retainer for service as the Board 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. For the same reason, we provide new director equity grants when a director first joins PTC. For 2025, in accordance with our established practice, we made a standard new director equity grant to each of Trac Pham and James Lico upon joining the Board this past year. Each grant was equal to 1.5x the annual equity retainer and vests in two substantially equal installments. Based on the appointment dates for each of Mr. Pham and Mr. Lico, their awards vest in March 2026 and 2027 and October 2026 and 2027, respectively.
Director Compensation Process and Decisions
| 24 | | 2026 PROXY STATEMENT | |
Director Compensation Process and Decisions
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
2025 Director Compensation
2025 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 grant date value of the equity awards (RSUs) made to the directors during the year.
2025 Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards (#) | Stock Awards(2)(6) ($) | Total ($) | | Janice Chaffin | Board Chair | $153,750 | 1,801 | $299,993 | $453,743 | | Mark Benjamin | $92,500 | 1,500 | $249,855 | $342,355 | | Robert Bernshteyn | $67,378 | 1,500 | $249,855 | $317,233 | | Amar Hanspal | $85,000 | 1,500 | $249,855 | $334,855 | | Michal Katz | $75,000 | 1,500 | $249,855 | $324,855 | | Paul Lacy | $111,250 | 1,500 | $249,855 | $361,105 | | Corinna Lathan | $98,750 | 1,500 | $249,855 | $348,605 | | Trac Pham(3) | $30,701 | 3,792 | $602,132 | $632,833 | | Janesh Moorjani(4) | $22,083 | — | — | $22,083 | | Robert Schechter(5) | $47,500 | — | — | $47,500 |
2025 Director Compensation
(1) As an employee of PTC, Mr. Barua, our President and Chief Executive Officer, receives no compensation for his service as a director, and accordingly, is not shown in the Director Compensation Table. James Lico joined the Board in October 2025, our FY2026, and accordingly, is not shown in the Director Compensation Table. (2) Grant date fair value of restricted stock units granted on February 12, 2025, and, for Mr. Pham, March 17, 2025. 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, $166.57 per share, and, for Mr. Pham, $158.79 per share. (3) Mr. Pham joined the Board on March 17, 2025. His Stock Awards reflect a pro-rated annual equity grant of 1,431 RSUs and a new director grant of 2,361 RSUs. His new director grant vests in two equal installments on March 15, 2026 and March 15, 2027. (4) Mr. Moorjani resigned from the Board effective November 29, 2024 due to a conflict arising from a change in occupation. All RSUs held by Mr. Moorjani were forfeited upon his resignation. (5) Mr. Schechter’s term ended at the February 12, 2025 Annual Meeting of Shareholders. (6) The number of outstanding RSUs held by each director as of September 30, 2025 is shown in the table below. No director held options.
2025 Director Compensation
| Name | Restricted Stock Units | | Janice Chaffin | 1,801 | | Mark Benjamin | 1,500 | | Robert Bernshteyn | 2,617 | | Amar Hanspal | 1,500 | | Michal Katz | 1,500 | | Paul Lacy | 1,500 | | Corinna Lathan | 1,500 | | Trac Pham | 3,792 | | Janesh Moorjani | — | | Robert Schechter | — |
2025 Director Compensation
| | 2026 PROXY STATEMENT | | 25 |
2025 Director Compensation
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Long-Term Pay and Performance Alignment
Long-Term Pay and Performance Alignment
Long-Term Pay and Performance Alignment
| Our performance over the past three 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 relative to our compensation peers and continues to be the centerpiece of our executive compensation programs. |
Long-Term Pay and Performance Alignment
| | 2026 PROXY STATEMENT | | 31 |
Long-Term Pay and Performance Alignment
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Our Executive Compensation Practices
| WHAT WE DO | | Annual say-on-pay advisory vote Responsible share usage with share use remaining below our peer group median Robust stock ownership requirements for executive officers Risk mitigation with balanced performance metrics, clawback provisions and an oversight process to identify risk Carefully structured benchmarking peer group with annual Compensation and People Committee review Pay-for-performance philosophy in program design and targeted pay levels for NEOs, including: Annual report by the independent compensation consultant to the Compensation and People Committee on executive pay and performance alignment Substantial majority of executive pay “at-risk”, based on a mix of absolute and relative financial, operational, and stock price performance metrics Compensation programs designed to support short-term and long-term growth and create shareholder value Performance- based compensation that uses differentiated performance measures across plans and a variety of performance periods Challenging targets set on the grant date taking into consideration our business strategy, operating goals and external financial guidance with strong performance required for maximum payout levels Double-trigger vesting required for vesting of equity awards upon a Change-in-Control |
Our Executive Compensation Practices
| WHAT WE DON’T DO | | ✘ No guaranteed bonuses ✘ No supplemental executive retirement plans ✘ No incentive plans believed to encourage excessive risk-taking ✘ No excessive dilution through careful monitoring of burn rate and overhang ✘ No tax “gross-up” agreements ✘ No hedging or pledging of PTC common stock by executives |
Compensation Elements & Purpose and Performance Measures
Compensation Elements & Purpose and Performance Measures
Compensation Elements & Purpose and Performance Measures
| 34 | | 2026 PROXY STATEMENT | |
Compensation Elements & Purpose and Performance Measures
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
2025 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 financial operating plan to create value for our shareholders. Our relative TSR RSUs align our executives’ compensation with our shareholders’ experience for the three-year period. |
ALIGNMENT OF CORPORATE STRATEGY AND PERFORMANCE-BASED COMPENSATION
| Compensation Plan | Operating Performance Measure | | Market-Based Performance Measure | | | Increase Free Cash Flow | Increase Portfolio of Subscription Contracts | Shareholder Return | | Annual Corporate Incentive Plan | Free Cash Flow | | | | Long-Term Performance RSUs | | ARR Growth | Relative TSR |
Annual Corporate Incentive Plan
Annual Corporate Incentive Plan Our Corporate Incentive Plan (“CIP”) is designed to incentivize and reward the achievement of annual company operating performance objectives and to recognize individual performance. Our Compensation and People Committee reviews the target bonus opportunities annually to ensure opportunities remain competitive. The Committee targets the market median, and adjusts as necessary for executive-specific factors such as individual performance, job scope, and retention risk. In 2025, the Committee did not make changes to target bonus opportunities for the NEOs employed in 2024, as they remained appropriate for each executive’s current position and were market competitive. For Mr. Dahdah, who joined the company in December 2024, the Committee established a target bonus opportunity that was appropriate for his position and was market competitive. Each NEO’s target annual bonus opportunity as a percentage of base salary in 2025 was as set forth below.
Annual Corporate Incentive Plan
| Name | 2025 CIP Target | | Neil Barua | 150% | | Kristian Talvitie | 100% | | Robert Dahdah | 100% | | Aaron von Staats | 75% | | Catherine Kniker | 75% |
2025 ANNUAL CIP METRICS AND ACHIEVEMENT
2025 ANNUAL CIP METRICS AND ACHIEVEMENT For 2025, the Compensation and People Committee selected Free Cash Flow as the CIP performance measure, as in past years, because it is viewed as a key indicator of our liquidity and ability to return cash to shareholders. The 2025 Free Cash Flow threshold and targets were developed in the context of our financial operating plan and growth over 2024 Free Cash Flow, with the Target representing an approximately 13% increase in Free Cash Flow over 2024. No portion of the CIP was payable unless threshold Free Cash Flow performance was achieved.
2025 ANNUAL CIP METRICS AND ACHIEVEMENT
(1) Free Cash Flow is cash flow from operations net of capital expenditures for the applicable period. 2025 Free Cash Flow consisted of $868 million of cash from operations net of $11 million of capital expenditures. (2) 135% was the maximum that could be earned and funded (the cap) under the 2025 CIP. Each NEO could earn a maximum of 200% of such executive’s 2025 CIP target bonus based on company and individual performance; however, the aggregate amount that could be earned by all executives under the plan, including the NEOs, was not more than the actual 135% of the 2025 CIP Target achieved multiplied by the aggregate of their 2025 CIP Target bonuses. The structure ensures that payouts are directly tied to measurable financial performance and allows for the exercise of downward discretion by the Committee based on individual performance.
Long-Term Incentive Compensation
Long-Term Incentive Compensation
Target Equity Opportunities
Target Equity Opportunities Long-term incentives (“LTI”) are a significant component of our executives’ compensation to emphasize and focus our executives on long-term value creation. LTI awards are granted annually to our NEOs, directly linking their compensation to the Company’s sustained, long-term performance. Grants are made following the completion of annual assessments of our NEOs and an external market analysis of equity practices among our compensation peer group. The Compensation and People Committee evaluates an executive’s individual performance, potential future contributions, market competitiveness, retention concerns, and other relevant factors, to determine annual target grant values. For 2025, the total annual LTI grant of our NEOs was comprised of a mix of our performance-based RSUs (“PRSUs”) and time-based RSUs. The CEO was granted a mix of 60% PRSUs and 40% RSUs, while other NEOs received a mix of 50% PRSUs and 50% RSUs of the total target annual grant value. Both award types settle in our common stock. The PRSUs are evenly split between Operating Performance PRSUs and Relative Total Shareholder Return (TSR) PRSUs. Performance award conditions are described in the following section. In 2025, the annual target grant values for our NEOs were as follows:
Target Equity Opportunities
| Name | Performance-Based LTI Grant Value | Time-Based LTI Grant Value | Total LTI Grant Value | | Neil Barua | $9,600,000 | $6,400,000 | $16,000,000 | | Kristian Talvitie | $2,500,000 | $2,500,000 | $5,000,000 | | Robert Dahdah | $2,325,000 | $2,325,000 | $4,650,000 | | Aaron von Staats | $1,875,000 | $1,875,000 | $3,750,000 | | Catherine Kniker | $1,250,000 | $1,250,000 | $2,500,000 |
New Hire and Retention Long-Term Incentive Compensation
New Hire and Retention Long-Term Incentive Compensation
Robert Dahdah
Robert Dahdah In consideration of the equity Mr. Dahdah would forfeit at his former employer, and as an inducement to join PTC, Mr. Dahdah received a sign-on equity award of RSUs valued at $7,000,000 on the grant date that vests in three relatively equal annual installments over three years. The award value represented only a portion of the value of the equity he forfeited.
Catherine Kniker
Catherine Kniker To ensure continuity during our go-to-market business transformation, Ms. Kniker received an equity award of RSUs valued at $1,250,000 on the grant date that vests in three substantially equal annual installments over three years. The award was designed to retain her expertise as Chief Marketing Officer to drive successful execution of the company’s Go-To-Market transformation.
How Our Operating Performance PRSUs Work
How Our Operating Performance PRSUs Work Our operating performance PRSUs are eligible to vest in three substantially equal installments over a three-year period, contingent on the achievement of performance measures. The performance measures are established on the grant date and apply to each of the three performance periods. Vesting occurs only after the performance threshold is achieved and the number of PRSUs earned depends on the level of performance achieved, up to a maximum of 200%. Operating PRSUs not earned for the applicable year are forfeited. We use three annual performance measurement periods and vesting as we believe it more effectively focuses our executives on delivering consistent performance over the three-year period, with forfeiture of PRSUs not earned for a performance period reinforcing this.
How Our Relative TSR PRSUs Work
How Our Relative TSR PRSUs Work Our relative TSR PRSUs are eligible to vest at the end of a single, three-year performance period, contingent on the achievement of the performance measures. The performance measures are established on the grant date. Vesting occurs only after the performance threshold is achieved, and the number PRSUs earned depends on the level of relative TSR performance achieved, up to a maximum of 200%. 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 PRSUs that can be earned is capped at 100%, even if performance exceeds the level at which 100% of the relative TSR PRSUs are earned. TSR PRSUs not earned are forfeited.
How Our Time-Based RSUs Work
How Our Time-Based RSUs Work Our time-based RSUs are designed to retain our NEOs, reward them for absolute long-term stock price appreciation, facilitate stock ownership and alignment with shareholders, and provide stability. The RSUs vest in three substantially equal annual installments.
2025 PERFORMANCE-BASED RSU GRANT GOALS
2025 PERFORMANCE-BASED RSU GRANT GOALS
2025 Relative TSR PRSUs Goals
2025 Relative TSR PRSUs Goals For 2025, the Committee maintained its approach from last year to establish a Relative TSR comparison group. This comparison group is comprised of a custom group of S&P Software & Services companies with market capitalizations of more than $5 Billion plus the company’s compensation peer group. This comparison group was selected due to its reasonable sample size, industry relevance, and strong stock price correlation with PTC. The achievement targets were established on the grant date. The 2025 Relative TSR PRSU awards have a one 3-year performance period that will end September 30, 2027. The following chart shows the performance goals established by the Committee for the 2025 grant.
2025 Relative TSR PRSUs Goals
| Grant Year | Performance Measure | Threshold(1) (50% Earned) | Target(1) (100% Earned) | Upside(1) (200% Earned) | | 2025 | Three Year Relative TSR(2) | 25th Percentile | 50th Percentile | 90th Percentile |
2025 Relative TSR PRSUs Goals
(1) Linear interpolation applies for performance between levels. No payouts are earned for performance below threshold level. (2) If the weighted average PTC stock price as of September 30, 2024 is higher than the weighted average PTC stock price on September 30, 2027, the maximum number of PRSUs that can be earned is 100% of the PRSUs 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.
PERFORMANCE-BASED RSU GOALS AND ACHIEVEMENT FOR PERFORMANCE PERIODS ENDING 2025
PERFORMANCE-BASED RSU GOALS AND ACHIEVEMENT FOR PERFORMANCE PERIODS ENDING 2025
2023, 2024, and 2025 Operating Performance PRSUs Achievement
2023, 2024, and 2025 Operating Performance PRSUs Achievement As our operating performance-based RSUs have annual performance periods and vesting opportunities, one-third of the RSUs granted in 2023, 2024, and 2025 were eligible to be earned at the completion of 2025. The following chart shows the goals established on the grant date, and the actual results achieved for 2025. For additional details on the goal setting process for the ARR Growth measures, see 2025 Operating Performance PRSUs Goals.
2023 Relative TSR PRSUs Achievement
2023 Relative TSR PRSUs Achievement The three-year performance period for the relative TSR PRSUs granted in 2023 ended at the end of 2025 and were eligible to cliff vest accordingly. The following chart shows the goals established at the time of grant, and the actual results achieved for the 2023 to 2025 performance period.
2023 Relative TSR PRSUs Achievement
| 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 | 72nd Percentile | 144%(1) |
2023 Relative TSR PRSUs Achievement
(1) Linear interpolation applies for performance between levels. No payouts are earned for performance below threshold level. (2) The comparison group of companies for the 2023 relative TSR PRSUs use the S&P 500 Software and Services Index, excluding seven services companies included in the Index, plus any 2023 compensation peer group companies not included in that Index. If the weighted average PTC stock price as of September 30, 2022 was higher than the weighted average PTC stock price on September 30, 2025, the maximum number of PRSUs that could be earned was 100% of the PRSUs even if relative TSR was achieved above the 50th percentile. The stock price value was determined using a 30-day weighted average for the applicable period.
2023 Relative TSR PRSUs Achievement
| | 2026 PROXY STATEMENT | | 41 |
2023 Relative TSR PRSUs Achievement
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Independent Compensation Consultant
Independent Compensation Consultant The Committee engaged Pearl Meyer & Partners, LLC as its independent compensation consultant for 2025. 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 $224,596 for services to the Committee in 2025. No other compensation was paid to Pearl Meyer by the company for 2025.
Determination of the Total Amount of Compensation
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.
COMPETITIVE ANALYSIS (BENCHMARKING)
COMPETITIVE ANALYSIS (BENCHMARKING) The peer group used for the 2025 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.
2025 COMPENSATION PEER GROUP
2025 COMPENSATION PEER GROUP
2025 COMPENSATION PEER GROUP
| | 17 Publicly- traded U.S. software companies | • Akamai Technologies, Inc. • ANSYS, Inc. • Autodesk, Inc. • Bentley Systems, Inc. • Cadence Design Systems • CrowdStrike Holdings, Inc. | • Dayforce Inc. • Dynatrace, Inc. • F5, Inc. • Fair Isaac Corporation • Guidewire Software, Inc. • Nutanix, Inc. • Open Text Corporation | • Paycom Software, Inc. • Trimble, Inc. • Tyler Technologies, Inc. • WEX, Inc. |
2025 COMPENSATION PEER GROUP
The 2025 peer group differed from the 2024 peer group as described below.
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.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements
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.
AGREEMENTS AND CONDITIONS
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.
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, and our CEO’s 40/60, between time-based and performance- based long-term equity to balance the risk associated with performance-based equity with retention provided by time-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 time-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 the targets. We maintain effective controls and procedures to ensure that amounts are earned and paid in accordance with our plans and programs.
Summary Compensation Table
Summary Compensation Table
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 | 2025 | $800,000 | $21,720,456 | $1,620,000 | $174,672 | $24,315,129 | | | 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 | 2025 | $575,000 | $6,489,497 | $776,250 | $12,000 | $7,852,747 | | | 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 | | Robert Dahdah EVP, Chief Revenue Officer | 2025 | $452,308 | $12,989,940 | $756,000 | $11,077 | $14,209,325 | | Aaron von Staats EVP, Chief Legal Officer | 2025 | $450,000 | $4,866,573 | $455,625 | $10,385 | $5,782,582 | | | 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 | | Catherine Kniker EVP, Chief Marketing and Sustainability Officer | 2025 | $430,000 | $4,494,379 | $435,375 | $10,350 | $5,370,104 | | | 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 |
Summary Compensation Table
(1) Aggregate grant date fair value of awards. Assumptions made in the valuation of these awards are described in Note 11 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. 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.
Summary Compensation Table
| Named Executive Officer | Number of 2025 Target Performance-Based RSUs | Maximum Value of Performance-Based RSUs based on Closing Price on Grant Date | | Neil Barua | 49,622 | $19,199,744 | | Kristian Talvitie | 12,922 | $4,999,780 | | Robert Dahdah | 11,648 | $4,649,649 | | Aaron von Staats | 9,690 | $3,749,255 | | Catherine Kniker | 6,460 | $2,499,503 |
Summary Compensation Table
For all years, these amounts were paid in shares of PTC common stock, with the number of shares granted determined by dividing the amount earned by the closing price of a share of PTC common stock on November 20, 2025, November 21, 2024 and November 27, 2023, respectively.
Summary Compensation Table
| 48 | | 2026 PROXY STATEMENT | |
Summary Compensation Table
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Summary Compensation Table
For Mr. Talvitie, Mr. Dahdah, Mr. von Staats, and Ms. Kniker, matching contributions under PTC’s 401(k) Savings Plan of $10,500, $10,500, $10,385 and $10,350, respectively. For Mr. Talvitie and Mr. Dahdah, matching contributions under PTC’s Health Savings Account Plan of $1,500 and $577, respectively. Mr. Barua’s compensation for 2025 included a matching contribution of $10,500 under PTC’s 401(k) Savings Plan, a matching contribution of $1,500 under PTC’s Health Savings Account Plan, home and digital security costs of $119,879 under PTC’s executive security program, and $42,752 of incremental costs associated with personal use of PTC’s leased corporate aircraft. The lease agreement for PTC’s leased corporate aircraft sets forth the cost of each flight as the sum of (a) the amount of hours flown multiplied by an hourly occupied fee and (b) the amount of hours flown multiplied by an hourly fuel fee. When the corporate aircraft is used for personal use, we consider the entire cost reportable as a perquisite under SEC rules.
Summary Compensation Table
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Summary Compensation Table
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Securities Underlying Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Neil Barua President and Chief Executive Officer | 11/13/2024(2) | $0 | $1,200,000 | $2,400,000 | | | | | | | | 11/13/2024(3) | | | | 12,405 | 24,811 | 49,622 | | $9,279,872 | | | 11/13/2024(4) | | | | 12,405 | 24,811 | 49,622 | | $6,040,734 | | | 11/13/2024(5) | | | | | | | 33,081 | $6,399,850 | | Kristian Talvitie EVP, Chief Financial Officer | 11/13/2024(2) | $0 | $575,000 | $1,150,000 | | | | | | | | 11/13/2024(3) | | | | 3,230 | 6,461 | 12,922 | | $2,416,548 | | | 11/13/2024(4) | | | | 3,230 | 6,461 | 12,922 | | $1,573,060 | | | 11/13/2024(5) | | | | | | | 12,922 | $2,499,890 | | Robert Dahdah EVP, Chief Revenue Officer | 12/9/2024(2) | $0 | $560,000 | $1,120,000 | | | | | | | | 12/9/2024(3) | | | | 2,912 | 5,824 | 11,648 | | $2,247,326 | | | 12/9/2024(4) | | | | 2,912 | 5,824 | 11,648 | | $1,417,969 | | | 12/9/2024(5) | | | | | | | 11,648 | $2,324,824 | | | 12/9/2024(6) | | | | | | | 35,071 | $6,999,821 | | Aaron von Staats EVP, Chief Legal Officer | 11/13/2024(2) | $0 | $337,500 | $675,000 | | | | | | | | 11/13/2024(3) | | | | 2,422 | 4,845 | 9,690 | | $1,812,140 | | | 11/13/2024(4) | | | | 2,422 | 4,845 | 9,690 | | $1,179,612 | | | 11/13/2024(5) | | | | | | | 9,691 | $1,874,821 | | Catherine Kniker EVP, Chief Marketing and Sustainability Officer | 11/13/2024(2) | $0 | $322,500 | $645,000 | | | | | | | | 11/13/2024(3) | | | | 1,615 | 3,230 | 6,460 | | $1,208,080 | | | 11/13/2024(4) | | | | 1,615 | 3,230 | 6,460 | | $786,408 | | | 11/13/2024(5) | | | | | | | 6,461 | $1,249,945 | | | 11/13/2024(7) | | | | | | | 6,461 | $1,249,945 |
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 corporate incentive plan (“CIP”). Amounts earned were paid in common stock valued at the fair market value on the date delivered. Each executive could earn a maximum of 200% of such executive’s CIP Target bonus; however, as the aggregate amount payable to all executives was limited to the actual Free Cash Flow performance achieved multiplied by the aggregate of the executives’ CIP Target bonuses, not all executives could be paid 200% of their respective CIP Target bonuses. Amounts paid are shown in the Summary Compensation Table. (3) Performance-based RSUs eligible to vest over three years to the extent the ARR performance measures are met for each of 2025, 2026 and 2027. Only one-third of the RSUs granted are eligible to be earned for each of 2025, 2026 and 2027. RSUs not earned in a year are forfeited. (4) Performance-based RSUs eligible to vest in 2027 to the extent the three-year relative TSR performance measure is met. RSUs not earned for the three-year performance period are forfeited. (5) Time-based RSUs that vest in three substantially equal installments in November 2025, 2026 and 2027. (6) Time-based RSUs that vest in three relatively equal installments in December 2025, 2026 and 2027. Time-based retention RSUs that vest in three substantially equal installments in November 2025, 2026 and 2027.
Grants of Plan-Based Awards
| 50 | | 2026 PROXY STATEMENT | |
Grants of Plan-Based Awards
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
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 | 23,704 (5) | $4,812,386 | 11,852(9) | $2,406,193 | | | 33,081(6) | $6,716,105 | 17,778(10) | $3,609,290 | | | 7,628 (13) | $1,548,637 | 24,811(11) | $5,037,129 | | | 11,471(14) | $2,328,842 | 24,811(12) | $5,037,129 | | Kristian Talvitie EVP, Chief Financial Officer | 5,134 (4) | $1,042,305 | 2,567 (7) | $521,152 | | | 10,774(5) | $2,187,337 | 7,702(8) | $1,563,660 | | | 12,922(6) | $2,623,424 | 5,387(9) | $1,093,669 | | | | | 8,081(10) | $1,640,605 | | | | | 6,461(11) | $1,311,712 | | | | | 6,461(12) | $1,311,712 | | Robert Dahdah EVP, Chief Revenue Officer | 11,648(6) | $2,364,777 | 5,824(11) | $1,182,388 | | | 35,071(15) | $7,120,114 | 5,824(12) | $1,182,388 | | Aaron von Staats EVP, Chief Legal Officer | 3,209(4) | $651,491 | 1,604(7) | $325,644 | | | 6,464(5) | $1,312,321 | 4,813(8) | $977,135 | | | 9,691(6) | $1,967,467 | 3,232(9) | $656,161 | | | | | 4,848(10) | $984,241 | | | | | 4,845(11) | $983,632 | | | | | 4,845(12) | $983,632 | | Catherine Kniker EVP, Chief Marketing and Sustainability Officer | 2,567(4) | $521,152 | 1,283(7) | $260,475 | | | 5,387(5) | $1,093,669 | 3,851(8) | $781,830 | | | 6,461(6) | $1,311,712 | 2,693(9) | $546,733 | | | 710(16) | $144,144 | 4,040(10) | $820,201 | | | 6,461(17) | $1,311,712 | 3,230(11) | $655,755 | | | | | 3,230(12) | $655,755 |
Outstanding Equity Awards at Fiscal Year End
(1) The unvested restricted stock unit (RSU) awards shown in this column are subject to time-based vesting. (2) The market value of unvested RSUs was calculated as of September 30, 2025 based on the closing price of a share of our common stock on the NASDAQ Global Select Market on September 30, 2025 of $203.02. (3) The unvested RSUs shown in this column are subject to performance-based vesting. (4) FY23 time-based RSUs that vested on November 15, 2025. (5) FY24 time-based RSUs that vest in two equal installments on November 15, 2025 and 2026. (6) FY25 time-based RSUs that vest in three substantially equal installments on November 15, 2025, 2026 and 2027. FY23 performance-based ARR RSUs that vested on November 15, 2025.
Outstanding Equity Awards at Fiscal Year End
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Outstanding Equity Awards at Fiscal Year End
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Outstanding Equity Awards at Fiscal Year End
FY23 performance-based rTSR RSUs that vested on November 15, 2025. (9) FY24 performance-based ARR RSUs that vest to the extent earned in November 2025 and 2026. (10) FY24 performance-based rTSR RSUs that vest to the extent earned in November 2026. (11) FY25 performance-based ARR RSUs that vest to the extent earned in November 2025, 2026 and 2027. (12) FY25 performance-based rTSR RSUs that vest to the extent earned in November 2027. (13) Time-based RSUs that vest on January 12, 2026. (14) Time-based RSUs that vest on August 15, 2026. (15) Time-based RSUs that vest in three relatively equal installments in December 2025, 2026 and 2027. (16) Time-based promotion RSUs that vest on March 15, 2026. (17) Time-based RSUs that vest in three substantially equal installments on November 15, 2025, 2026 and 2027.
Options Exercised and Stock Vested
Options Exercised and Stock Vested
Options Exercised and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Neil Barua President and Chief Executive Officer | 53,674 | $10,205,578 | | Kristian Talvitie EVP, Chief Financial Officer | 33,244 | $6,316,692 | | Robert Dahdah EVP, Chief Revenue Officer | — | — | | Aaron von Staats EVP, Chief Legal Officer | 21,639 | $4,111,626 | | Catherine Kniker EVP, Chief Marketing and Sustainability Officer | 17,426 | $3,273,805 |
Options Exercised and Stock Vested
| Grant Date | Grant Date Share Value | Vest Date | Vest Date Share Value | Neil Barua | Kristian Talvitie | Robert Dahdah | Aaron von Staats | Catherine Kniker | | | | | | # RSUs | # RSUs | # RSUs | # RSUs | # RSUs | | 11/17/2021 | $119.64 | 11/15/2024 | $190.01 | | 16,093 | | 11,140 | 7,426 | | 5/31/2022 | $116.53 | 5/15/2025 | $171.80 | | | | | 715 | | 11/16/2022 | $129.83 | 11/15/2024 | $190.01 | | 8,369 | | 5,230 | 4,184 | | 1/12/2023 | $131.09 | 1/12/2025 | $182.38 | 22,884 | | | | | | 3/13/2023 | $117.33 | 3/15/2025 | $155.80 | | | | | 710 | | 7/27/2023 | $145.29 | 8/15/2025 | $205.84 | 11,471 | | | | | | 11/15/2023 | $154.68 | 11/15/2024 | $190.01 | 19,319 | 8,782 | | 5,269 | 4,391 |
Options Exercised and Stock Vested
| 52 | | 2026 PROXY STATEMENT | |
Options Exercised and Stock Vested
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
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.
Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with SEC rules, we calculated the ratio between the 2025 compensation of our CEO and the median of 2025 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 2025 median employee compensation to be $90,135 based on the methodology used for the Summary Compensation Table. Our CEO’s 2025 compensation, as disclosed in the Summary Compensation Table, was $24,315,129, resulting in a ratio of 270:1 between our CEO’s 2025 compensation and the 2025 median employee compensation. To put this ratio into context, we note that we have a worldwide employee population, with approximately 68% 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.
Pay versus Performance Disclosure
Pay versus Performance Disclosure The table below 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 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.
Pay versus Performance Disclosure
| 56 | | 2026 PROXY STATEMENT | |
Pay versus Performance Disclosure
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Pay versus Performance Disclosure
| Year (a) | Summary Compensation Table Total for PEO (Barua)(1) (b) | Compensation Actually Paid to PEO (Barua)(1) (c) | Summary Compensation Table Total for PEO (Heppelmann)(2) (b) | Compensation Actually Paid to PEO (Heppelmann)(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3)(4) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(6) (h) | Free Cash Flow (in millions)(7) (i) | | | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(5) (g) | | | | 2025 | $24,315,129 | $22,858,151 | — | — | $8,303,690 | $8,236,971 | $245.43 | $284.85 | $733.9 | $856.7 | | 2024 | $16,399,903 | $20,100,143 | $13,452,534 | $18,794,144 | $6,151,234 | $7,980,418 | $218.40 | $222.15 | $376.3 | $735.6 | | 2023 | — | — | $15,617,171 | $32,849,065 | $7,940,226 | $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 |
Pay versus Performance Disclosure
(1) Mr. Barua has served as our PEO since February 14, 2024 (“First PEO”). The amount deducted from the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”) to the First PEO for 2025 includes ($21,720,456) for the grant date fair value of stock awards. Amounts added to (or subtracted from) the SCT for 2025 also include: $19,054,836 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $699,947 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 $508,696 for the change in fair value of stock awards that were granted in prior years and vested during the year. (2) Mr. Heppelmann served as our PEO during 2021 and through February 13, 2024 (“Second PEO”). (3) For 2025, Kristian Talvitie, Robert Dahdah, Aaron von Staats, and Catherine Kniker were the Non-PEO NEOs. 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. (4) Amounts deducted from the Average SCT total to calculate Average CAP to the Non-PEO NEOs for 2025 include ($7,210,097) for the average grant date fair value of stock awards. Amounts added to (or subtracted from) the Average SCT for 2025 include: $6,706,051 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of each respective year; $277,856 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; and $159,472 for the average change in fair value of stock awards that were granted in prior years and vested during each respective year. (5) The peer group used for the Peer Group Total Shareholder Return was the S&P 500 Information Technology Index. (6) 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. (7) 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.
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 (SCT) 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. In 2025, Mr. Barua’s (First PEO) CAP amount and our Non-PEO NEO’s average CAP amount are less than their respective SCT and average SCT amounts, primarily driven by the decrease in the actual and forecasted achievement percentages of our ARR operating performance PRSUs as of 2025 fiscal year-end compared to the grant date of these awards,
Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements
| | 2026 PROXY STATEMENT | | 57 |
Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |
Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements
despite strong year-over-year ARR growth. The lower achievement percentages of these awards as of 2025 fiscal year-end compared to the grant date demonstrates the rigor of our performance targets. Our First PEO’s CAP amount and our Non-PEO NEO’s average CAP amount increased compared to the 2024 CAP amounts. This correlates with our increase in share price, total shareholder return and peer group total shareholder return year-over-year. 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. Our outstanding relative TSR performance-based RSUs use a subset of companies in the S&P 500 Information Technology group for the comparison group, further aligning the performance of our peer group total shareholder return with our CAP amounts. Free Cash Flow was the performance measure under the 2025 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. The compensation decisions for our First PEO and Non-PEO NEOs are described in Compensation Discussion and Analysis.
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, 2025.
Stock Owned by Directors and Officers
| Director or Officer Name | Number of Shares Beneficially Owned(1) (#) | Percentage of Common Stock Outstanding(2) | | Mark Benjamin | 9,683 | * | | Robert Bernshteyn | 1,765 | * | | Janice Chaffin | 41,976 | * | | Amar Hanspal | 8,816 | * | | Michal Katz | 3,375 | * | | Paul Lacy(3) | 53,893 | * | | Corinna Lathan | 7,604 | * | | James Lico(4) | — | — | | Trac Pham(5) | — | — | | Neil Barua(6) | 89,164 | * | | Kristian Talvitie | 67,335 | * | | Robert Dahdah | 6,178 | * | | Catherine Kniker | 26,302 | * | | Jon Stevenson | 436 | * | | Aaron von Staats | 28,789 | * | | All directors and executive officers (15 persons) | 345,136 | * |
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 119,364,941 shares outstanding as of November 30, 2025, plus 7,628 shares that would be acquired by Mr. Barua upon vesting of RSUs on or before January 29, 2026. (3) Includes 42,000 shares held indirectly in a trust. (4) Mr. Lico joined the Board on October 13, 2025 and was granted 2,262 RSUs that will vest first in part on February 11, 2026. (5) Mr. Pham joined the Board on March 17, 2025 and was granted 3,792 RSUs that will vest first in part on February 11, 2026. Includes 7,628 shares that would be acquired by Mr. Barua upon vesting of RSUs on or before January 29, 2026.
Stock Owned by Directors and Officers
| 64 | | 2026 PROXY STATEMENT | |
Stock Owned by Directors and Officers
| 2025 Highlights | Proxy Summary | Corporate Governance | Executive Compensation | Auditor Matters | PTC Stock Ownership | Annual Meeting Information | Other Governance | Appendix A |