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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.   )

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Filed by the Registrant
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Filed by a Partyparty other than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, Forfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12under §240.14a-12
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PTC Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):​
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No fee required
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Fee paid previously with preliminary materials
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No fee required.​
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11
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ABOUT PTC
At PTC, we don’t just imagine a better world, we help create it.
Our software is used by manufacturing companies to design, manufacture, and service products that we rely on to enrich our lives every day. While our customers range from industrial giants to startups, they have one thing in common: products — cars, medical devices, wind turbines, computers, and so much more. Our digital technologies provide the backbone to transform how these physical products are engineered, made, and serviced with excellence, efficiency, sustainability, and the customer experience in mind.
Our broad software portfolio includes market-leading computer-aided design and product lifecycle management technologies. With PTC technologies, companies are able to innovate faster, operate more efficiently, and differentiate after-market service. Each of our technologies on its own can be transformational. When used together, our technologies help companies develop a digital thread across their operations, enabling them to enhance the customer experience, create new product offerings and business models, and improve efficiency and productivity.
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PTC at a Glance
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MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR
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JANICE CHAFFIN
LEAD INDEPENDENT DIRECTOR
​​​Dear Fellow Stockholders,​
​
On February 14, 2024, the day of the Company’s Annual Stockholders’ Meeting,Neil Barua will succeed Jim Heppelmann as Chief Executive Officer of PTC. At that time, Jim will also transition from the Board. Neil’s appointment is the culmination of the Board’s comprehensive succession planning process to ensure leadership continuity and position PTC for continued growth.
1) Title of each class of securities to which transaction applies:​
​PTC first announced the Board’s CEO succession plan in July 2023. Since that time, Neil and Jim have run the business together and have met with customers, employees, investors, and partners around the world. The Board is pleased with how professional and orderly the succession process has been and we look forward to the future of PTC under Neil’s leadership.2) Aggregate number of securities to which transaction applies:​
​The Board sincerely thanks Jim for all his contributions to PTC and congratulates him on a distinguished career. Over his 26 years with the company, including the last 13 as CEO, Jim’s visionary leadership helped transform all aspects of PTC and drove long-term value for shareholders. We wish Jim and his family well as they begin this next chapter in life.3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):​
​As we look forward, we are confident that PTC has never been in a better position to deliver value to our customers and shareholders.4) Proposed maximum aggregate value of transaction:​
​On behalf of our entire organization, we thank you for your support and we look forward to seeing you at our Annual Meeting on February 14.5) Total fee paid:​
☐​Sincerely,Fee paid previously with preliminary materials:​
☐​
Janice Chaffin
Lead Independent Director
Check box if any part​
​January 3, 2024​
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NOTICE OF 2024 ANNUAL STOCKHOLDERS’ MEETING
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​​Wednesday, February 14, 2024
10:00 a.m., Boston Time		​​PTC Inc.
121 Seaport Boulevard
Boston, MA 02210		​​All stockholders as of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)record date, December 8, 2023, have the right to attend and identifyvote at the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.Annual Stockholders’ Meeting.​​
Matters to Be Voted on at the Annual Meeting
​Proposal​​​Board Recommendation​
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

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1​

Notice of2018
Annual Meeting &
Proxy Statement

Unlock the value created
by the convergence of the
physicalanddigitalworlds...



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Notice of 2018 Annual Meeting of Stockholders


Thursday, March 8, 2018
8:00 a.m.
Eastern Standard Time​
PTC Inc.
140 Kendrick Street
Needham, MA 02494

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Proposal​​Board Recommendation
Elect eightnine directors to serve until the 20182025 Annual Meeting of Stockholders.Stockholders​​​
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Vote FOR all director nominees
​
Advisory vote to approve the compensation of our named executive officers (say-on-pay).​FOR
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independentregistered public accounting firm for the current fiscal year.FOR

Other matters that are properly brought before the meeting may also be considered.

Stockholders at the close of business on January 10, 2018 are entitled to vote.

Please vote your shares before the meeting, even if you plan to attend the meeting.

Your broker will not be able to vote your shares on the election of directors or the say-on-pay proposals unless you have given your broker specific instructions to do so.

By Order of the Board of Directors

AARON C. VON STAATS
Secretary

Needham, Massachusetts
January 24, 2018

Important Notice of the Internet Availability of Proxy Materials
The Proxy Statement and our 2017 Annual Report are available to stockholders at
www.proxyvote.com.

www.ptc.com3

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Dear Fellow Stockholders:

Over the past year we again executed well across our key strategic and operational objectives. We are proud of the progress that we have made in transforming our business and we are excited about the company’s future.

In 2017, we continued to focus on increasing shareholder value through our three key strategic initiatives: revenue growth, transition to a subscription licensing model and margin improvement.

REVENUE GROWTH

Total revenue, total software revenue and total recurring revenue all grew in 2017 over 2016, reflecting our exit from the revenue through that occurs in a subscription transition, as well as strength across our business.

SUBSCRIPTION TRANSITION

Subscription bookings as a percentage of total software license bookings grew significantly in 2017 over 2016, reflecting growing demand for our subscription offerings around the globe and in our channel. Given our progress in 2017, we moved to a subscription-only model in the Americas and Western Europe in January 2018.



MARGIN EXPANSION

In fiscal 2017, we improved our operating margins over 2016, despite a higher than expected subscription mix for the year. We continue tofocus on controlling expenses and prudently investing our resources to enable us to expand operating margins.

As we transition to a subscription model, we use certain operating measures in addition to traditional financial measures to measure our progress. These measures include subscription bookings as a percentage of license and subscription bookings and subscription annual contract value (ACV). These measures are discussed in the proxy statement summary below.

Given our pay for performance philosophy, approximately 50% of our executives’ target compensation for the year was tied to performance measures designed to advance our strategic initiatives and to relative total stockholder return. We believe this performance-based compensation orientation contributed to our operating success for the year.

You can find additional information about our business performance for the year in the proxy statement summary and in our Annual Report on Form 10-K, which accompanies this proxy statement.

We thank you for your continued support of PTC.

Sincerely,

ROBERT SCHECHTER
Chairman of the Board



4PTC Inc.  2018 Proxy Statement

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Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information you should consider. You should read the entire proxy statement before voting. For more complete information regarding PTC’s fiscal 2017 performance, you should read our Annual Report on Form 10-K, which accompanies this proxy statement. (All references to 2017 and 2016 refer to PTC’s fiscal years ended September 30, 2017 and 2016, respectively, unless otherwise indicated.)

Matters to be Voted on at the Meeting

ProposalBoard RecommendationPage No.
Elect eight directors to serve until the 2019 Annual Meeting of Stockholders.FOR11
All Nominees
Advisory vote to approve the compensation of our named executive officers (say-on-pay).FOR24
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independentregistered public accounting firm for the current fiscal year.FOR51

Director Nominees

Nominee     Independence     Committees     Director Since
Robert Schechter,IndependentAudit2009
Chairman of the BoardCompensation
Janice ChaffinIndependentAudit2013
Chair, Corporate Governance
Phillip FernandezIndependentAudit2016
Donald GriersonIndependentChair, Compensation1987
Corporate Governance
James HeppelmannPresident and CEO, PTC–2008
Klaus HoehnIndependentCorporate Governance2015
Paul LacyIndependentChair, Audit2009
Compensation
Corporate Governance
Corinna LathanIndependentAudit2017
All director nominees attended all of the meetings of the Board and the committees on which they serve held during their tenure in the past year.

www.ptc.com5

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PROXY STATEMENT SUMMARY

Business Performance

 

Our Subscription Bookings Mix and Subscription ACV operating measures are described onAppendix A.

Stock Performance Graph

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

 

6PTC Inc.  2018 Proxy Statement

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PROXY STATEMENT SUMMARY

Alignment of Pay and Performance

3-YEAR: CEO TOTAL REALIZABLE
COMP. VS TSR CAGR

3-YEAR: OTHER NEO TOTAL REALIZABLE
COMP. VS TSR CAGR

Corporate Governance Highlights

What We DoWhat We Don’t Do
 Annual Election of All Directors
 Majority Voting Policy for Uncontested Director Elections
 8 Director Nominees / 7 Independent Director Nominees
 Independent Board Chairman
 Independent Audit, Compensation and Governance/Nominating Committees
 Regular Executive Sessions of Independent Directors
 Robust Stock Ownership Requirements for Directors and Executive Officers
 Stockholder Right to Call a Special Meeting
 Pay-for-Performance Executive Compensation
 Executive Incentive Compensation Clawback Policy
 Annual Board and Individual Director Evaluations2​
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 No Stockholder Rights Plan (“Poison Pill”)
 No Supermajority Voting Requirements in Charter or By-Laws
 No Director Related Party Transactions
 No Hedging of Stock byDirectors/Executives/Employees
 No Pledging of Stock by Directors/Executives/Employees

2017 PricewaterhouseCoopers LLP Services and Fees

Type of Professional ServiceFiscal 2017     Fiscal 2016
Audit Fees$2,427,219$3,279,500
Audit-Related Fees(1)$160,848$557,000
Tax Fees(2)$1,478,003$1,570,915
All Other Fees(3)$1,800$1,800
(1)​Consists principally of fees for services related to comfort letter procedures in connection with a public debt offering in 2016 andconsultations concerning financial accounting and reporting standards.​

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PROXY STATEMENT SUMMARY

(2)Consists principally of fees related to tax compliance, tax planning and tax advice services, and tax compliance services related to PTC’sexpatriate employees (including assistance with individual tax compliance that PTC provides as a benefit to these employees) as follows:
      Type of Tax Service     Fiscal 2017     Fiscal 2016
Tax compliance and preparation services (comprised of preparation of original and amended tax returns,
claims for refunds, and tax payment planning services)$288,717$286,502
Tax compliance services related to PTC’s expatriate employees$530,805$373,541
Other tax services, including tax planning and advice services and assistance with tax audits$658,482$910,872
Total$1,478,003$1,570,915

(3)Consists of fees for accounting research software.

See Proposal 3 on page 51 for more information about PricewaterhouseCoopers LLC’s services.

CORPORATE RESPONSIBILITY

We recognize the close connection between our success and our ability to make a positive impact on our customers, our employees and the planet. Giving back to communities, embracing a culture of diversity and inclusion, sustaining the environment, and practicing sound ethics aren’t just the right thing to do. These efforts help make us an employer of choice, differentiate our brand, and support profitable and responsible growth.

COMMUNITY ENGAGEMENT

We engage in the global community and support our employees that do so as well.

We support important educational initiatives through the For Inspiration and Recognition of Technology (FIRST) program, which engages children from kindergarten through high school worldwide in research and robotics programs, the City Year program in Boston, which pairs Americorps members to support local middle and high school students, Girls Who Code, which engages girls in software coding, and in-kind donations to educational institutions.

We match our employees’ charitable donations, including supporting communities impacted by disasters through corporate donations to relief organizations.

We also provide our employees with paid time off to volunteer with community organizations.

DIVERSITY & INCLUSION

Inclusion and diversity are key to our success. We seek employees with diverse backgrounds and insights and are committed to creating a culture of innovation and inspiration where all employees feel a sense of ownership and pride in our success.

PTC was named a Top Place to Work by The Boston Globe in 2017.

SUSTAINABILITY

As a company that operates globally, we seek to reduce and mitigate our environmental impact through our sustainability initiatives.

Our sustainability initiatives include recycling programs, energy and resource conservation programs, and public transportation support programs.

Our new world headquarters building in the Boston Seaport is expected to receive LEED Platinum certification.


8PTC Inc.  2018 Proxy Statement

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Proxy Statement for 2018 Annual Meeting of Stockholders
Table of Contents

Page
Proxy Statement Summary5
Information About the Annual Meeting and Voting10
Proposal 1:Election of Directors11
Election Process and Voting Standard11
Director Nominations11
Director Qualifications11
Director Nominees13
Corporate Governance19
Board Leadership Structure19
Board Meetings and Attendance at the Annual Meeting19
The Committees of the Board19
Committee Attendance19
Risk Oversight21
Communications with the Board21
Director Compensation22
Director Compensation Process and Decisions22
Director Stock Ownership Policy; No Hedging or Pledging of PTC Stock23
2017 Director Compensation23
Proposal 2:Advisory Vote on the Compensation of our Named Executive Officers24
Why You Should Approve the Compensation of our Named Executive Officers24
Effect of Say-on-Pay Vote25
Compensation Discussion and Analysis26
Executive Summary of our Compensation Practices and 2017 Compensation26
2017 Compensation27
Compensation Philosophy & Objectives29
Compensation Setting Process29
How We Determine the Total Amount of Compensation30
Benchmarking and Survey Data31
Analysis of Compensation Decisions for 201732
2017 Performance-Based Compensation34
Severance and Change in Control Arrangements38
Equity Ownership39
Compensation Clawback Policy39
Timing of Equity Grants40
Tax and Accounting Considerations40
Assessment of Risks Associated with our Compensation Programs40
Compensation Committee Report41
Executive Compensation42
Summary Compensation Table42
Grants of Plan-Based Awards43
Outstanding Equity Awards at Fiscal Year-End45
Option Exercises and Stock Vested47
Potential Payments upon Termination or Change in Control48
Proposal 3:Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as our
Independent Registered Public Accounting Firm for 2018		51
Engagement of Independent Auditor and Approval of Professional Services and Fees51
PricewaterhouseCoopers LLP Professional Services and Fees52
Report of the Audit Committee53
Attendance at the Annual Meeting53
Information about PTC Common Stock Ownership54
Stockholders that Own at least 5% of PTC54
Stock Owned by Directors and Officers55
Our Directors and Executive Officers Meet their Stock Ownership Requirements55
Section 16(a) Beneficial Ownership Reporting Compliance56
Transactions with Related Persons57
Review of Transactions with Related Persons57
Transactions with Related Persons57
Stock Performance Graph58
Stockholder Proposals and Nominations59
Additional Information about the Annual Meeting and Voting61
Appendix A:Operating MeasuresA-1

www.ptc.com9

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Information about the Annual Meeting and Voting

2018 Annual Meeting of Stockholders

Date and TimePlace
Thursday, March 8, 2018
8:00 a.m.
Eastern Standard Time		PTC Inc.
140 Kendrick Street
Needham, MA 02494

Proposals to be Voted on at the Meeting

ProposalBoard Recommendation
Elect eight directors to serve until the 2018 Annual Meeting of Stockholders.FOR
Advisory vote to approve the compensation of our named executive officers (Say-on-Pay).​​​
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Vote FOR
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​​​Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.2024​​​
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Vote FOR
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How You May Vote

All stockholders as of January 10, 2018 have the right to attend and vote at the Annual Meeting of Stockholders. You may vote by proxy in advance of the meeting. You may attend

Other matters that are properly brought before the meeting even if you have voted by proxy before the meeting.may also be considered.
In order to establish a quorum and to facilitate the tabulation of votes, please vote before the meeting, even if you plan to attend the meeting.

​

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For more information, see “Additional Meeting Information.”
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HOW TO VOTE
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VOTING BY PROXY

To vote, you should follow the voting instructions in the notice or proxy card sent to you.

You may vote by Internet or, ​

​
at www.proxyvote.com
​​if you received a
printed version of
these proxy materials		​​the QR code on your
proxy card by telephone or mail.

Ifnotice
using your mobile
device

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​​touch-tone if you vote by
received a printed
version of these proxy your shares will be voted
materials		​​
​​IMPORTANT NOTICE OF THE INTERNET AVAILABILITY OF PROXY MATERIALS​​
​​
The Proxy Statement and our 2023 Annual Report are available to stockholders at the meeting as you instruct. If you submit yourproxyvote.com.
We made this proxy but do not provide instructions, your shares will be voted in accordance with the Board’s recommendations as set forth above. If any matter not listed in the Noticestatement available to stockholders beginning on January 3, 2024.
​​

TABLE OF CONTENTS​​

TABLE OF CONTENTS
​1​​
2023 HIGHLIGHTS​
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1
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Business Performance Highlights
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1
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Sustainability Highlights
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​2​​​
Proxy Summary​
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2
​​Director Nominees​
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3
​​Corporate Governance Highlights​
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3
​​Executive Compensation Highlights​
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4
​​2023 PricewaterhouseCoopers LLP Services and Fees​
​5​​​
Corporate Governance and Board of Meeting is properly presented
Directors​
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5​
​​Proposal 1 — Election of Directors​​
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5
​​Board Leadership Structure​
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6
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Snapshot of Board Composition
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7
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Specific Qualifications, Skills, and Experience
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8
​​Board Diversity​
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9
​​Director Nominees​
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9
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Independence of Our Directors
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9
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Biographies
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14
​​Board and Committee Meetings and Attendance at the Annual Meeting your shares will be voted in accordance​
​
14
​​Director Election Process and Voting Standard​
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14
​​Board Evaluation Process​
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15
​​Director Nominations and Board Refreshment​
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15
​​Board Risk Oversight​
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17
​​The Committees of the Board​
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20
​​Director and Executive Officer Stock Ownership Requirements​
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20
​​No Hedging or Pledging of PTC Equity​
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20
​​Director Compensation​
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21
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Director Compensation Table
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22
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Communications with the designated proxies’ best judgment.

Board

VOTING​

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23​
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Executive Compensation​
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23
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Information About Our Executive Officers
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25​
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Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers
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27
​​Compensation Discussion and Analysis​
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27
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Our Compensation Philosophy
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27
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Our Compensation Design and Practices
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29
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FY2023 Performance-Based Compensation
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32
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FY2023 Compensation Decisions
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34
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How We Set Executive Compensation
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35
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Other Important Elements of Our Compensation Program
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38
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Annual Assessment of Risks Associated with Our Compensation Programs
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​39​​Compensation Committee Report​
​40​​Compensation Tables​
​40​​
Summary Compensation Table
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​41​​
Grants of Plan-Based Awards
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​42​​
Outstanding Equity Awards at Fiscal Year-End
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​44​​
Option Exercises and Stock Vested
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​44​​
Potential Payments Upon Termination or Change in Control
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​47​​
Pay Ratio Disclosure
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​48​​
Pay versus Performance Disclosure
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50​
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Auditor Matters​
​
​
50​
​​Proposal 3 — Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2024​​
​50​​Engagement of Independent Auditor and Approval of Professional Services and Fees​
​52​​
PricewaterhouseCoopers LLP Services and Fees
​
​53​​Report of the Audit Committee​
​
54​
​​
Information about PTC Common Stock Ownership​
​
​54​​
Stockholders Who Own at Least 5% of PTC
​
​54​​Stock Owned by Directors and Officers​
​55​​Delinquent Section 16(a) Reports​
​
56​
​​
Transactions with Related Persons​
​
​56​​Review of Transactions with Related Persons​
​56​​Transactions with Related Persons​
​
57​
​​
Information about the Annual Meeting and Voting​
​
​57​​General Information​
​60​​Stockholder Proposals and Nominations​
​61​​
Help Us Reduce Our Environmental Impact
​
​
A-1​
​​Appendix A — Operating and Non-GAAP Financial Measures​​
​A-1​​Operating Measure​
​A-1​​Non-GAAP Financial Measures​
​A-2​​Performance Measures Used under Our Executives’ Performance-Based Compensation​
​A-2​​Calculations and Reconciliations​
​

TABLE OF CONTENTS

CAUTIONARY NOTE ABOUT
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. In particular, statements that are not historical facts, including but not limited to, statements about our anticipated financial results, capital development and growth, as well as about the development of our products, markets and workforce, are forward-looking statements. These forward-looking statements are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on our current plans, expectations and assumptions and are not guarantees of future performance. Information about factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC’s Annual Report on Form 10-K, Forms 10-Q and other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements, which only speak as of the date made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.
WEBSITE REFERENCES
Website references included throughout this Proxy Statement are provided for convenience. The content on the referenced websites is not incorporated herein and is not part of this Proxy Statement.

TABLE OF CONTENTS​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
2023 HIGHLIGHTS
Business Performance Highlights
​​ARR​​​ARR CONSTANT CURRENCY​​​CASH FLOW FROM OPERATIONS​​​FREE CASH FLOW​​
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​​$1.98B​​​$1.94B​​​$611M​​​$587M​​
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ARR (Annual Run Rate) is the value of our portfolio of recurring revenue contracts at the end of the period. Free cash flow is cash flow from operations net of capital expenditures. These measures are described and reconciled in Appendix A.
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Sustainability Highlights
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​​COMPLETED FY2022 EMISSIONS BASELINE​​​
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​​RECOGNIZED AS A GREAT PLACE TO WORK IN PERSON

If15 COUNTRIES

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COMMITTED TO SBTi NEAR TERM AND NET ZERO REDUCTION TARGETS
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​​BOARD DIVERSITY INCREASED AND NOW INCLUDES THREE WOMEN DIRECTORS AND THREE ETHNICALLY DIVERSE MEN​
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Our 2023 Impact Report shares more about our 2023 achievements and about our initiatives, progress, and work we’re doing to address the challenges we as a global community face.
Our 2023 Impact Report Appendix includes tabular reporting under the SASB Index, our Climate Risk Plan, our Carbon Footprint, and Employee Representation Data. Our most recent EEO-1 data will also be made available on our website when complete.
​

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​​2024 PROXY STATEMENT​​
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TABLE OF CONTENTS​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement and does not contain all the information you should consider. You should read the entire proxy statement before voting.
All references to 2023 and 2022 refer to PTC’s fiscal years ended September 30, 2023 and 2022, respectively, unless otherwise indicated.
Director Nominees
​Name and Primary Occupation​​​Age​​​Director
since		​​​Independent​​​PTC Committee Memberships​
​
[MISSING IMAGE: ic_audit-bw.gif]
Audit
​​​
[MISSING IMAGE: ic_compensation-bw.gif]
Compensation
and People
​​​
[MISSING IMAGE: ic_governance-bw.gif]
Corporate
Governance
​​​
[MISSING IMAGE: ic_cybersecurity-bw.gif]
Cybersecurity
​
​
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​​​
Neil Barua
CEO-Elect, PTC Inc.
​​​46​​​2023​​​​​​​​​​​​​​​​​​​​​
​
[MISSING IMAGE: ph_markbenjamintb-pn.gif]
​​​
Mark Benjamin
Former Chief Executive Officer, Nuance Communications
​​​53​​​2021​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​​​​​
[MISSING IMAGE: ic_committeechir-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​
​
[MISSING IMAGE: ph_janicechaffintb-pnlr.gif]
​​​
Janice Chaffin
Former Group President, Consumer Business Unit, Symantec
​​​69​​​2013​​​
[MISSING IMAGE: ic_tick-pn.gif] [MISSING IMAGE: ic_leadindepdirector-pn.gif]
​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_committeechir-pn.jpg]
​​​
[MISSING IMAGE: ic_committeechir-pn.jpg]
​
​
[MISSING IMAGE: ph_amarhanspal-pnlr.gif]
​​​
Amar Hanspal
Former Chief Executive Officer, Bright Machines; Former Co-CEO, Autodesk
​​​60​​​2022​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​​​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​
​
[MISSING IMAGE: ph_michalkatz-pnlr.gif]
​​​
Michal Katz
Head of Investment and Corporate Banking, Americas, Mizuho Financial Group
​​​56​​​2022​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​​​
​
[MISSING IMAGE: ph_paullacytb-pn.gif]
​​​
Paul Lacy
Former President, Kronos Incorporated
​​​76​​​2009​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeechir-pn.jpg] [MISSING IMAGE: ic_audit-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​
​
[MISSING IMAGE: ph_corinnalathantb-pn.gif]
​​​
Dr. Corinna Lathan
Former Chief Executive Officer, AnthroTronix
​​​56​​​2017​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​
​
[MISSING IMAGE: ph_janeshmoorjanitb-pn.gif]
​​​
Janesh Moorjani
Chief Financial Officer and Chief Operating Officer of Elastic N.V.
​​​51​​​2023​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​​​
​
[MISSING IMAGE: ph_robertschechter-pnlr.gif]
​​​
Robert Schechter
Former Chief Executive Officer, NMS Communications
​​​75​​​2009​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg] [MISSING IMAGE: ic_audit-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​
​​​​​Total Meetings in 2023​​​
Board — 5
​​​8​​​4​​​4​​​4​
​
​
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​​Lead Independent Director​​
[MISSING IMAGE: ic_committeechir-pn.jpg]
​​Committee Chair​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​Committee Member​​
[MISSING IMAGE: ic_audit-pn.jpg]
​​Audit Committee Financial Expert​

​
2
​​
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​​2024 PROXY STATEMENT​​
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​
TABLE OF CONTENTS​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Corporate Governance Highlights
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[MISSING IMAGE: ic_rightarrow-pn.jpg]
See Corporate Governance and Board of Directors for more information about our board nominees and corporate governance practices.
​
Executive Compensation Highlights
ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS
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FY2023 TARGET COMPENSATION MIX
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(1)
Average for our named executive officers other than Mr. Barua due to the fact he was not an executive officer until July 2023.
​
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See Proposal 2, Compensation Discussion and Analysis, and Executive Compensation for more information about our executive compensation policies and practices.
​

​
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​​2024 PROXY STATEMENT​​
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​​
3
​
TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
2023 PricewaterhouseCoopers LLP Services and Fees
​
$3,423,519
Audit + Audit-Related Fees
​​​
$978,132
Tax Preparation + Related Fees
​​​
$1,900,900
Other Tax + Reporting Software Fees
​
​​​​​$6,302,551 Total PwC Fees​​​​​
​
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See Proposal 3 for more information about PricewaterhouseCoopers LLP’s services.
​

​
4
​​
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​​2024 PROXY STATEMENT​​
[MISSING IMAGE: lg_ptc-pn.jpg]
​
TABLE OF CONTENTS​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
CORPORATE GOVERNANCE AND BOARD
OF DIRECTORS
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​​PROPOSAL 1​
​
Election of Directors
The Board is elected by the shareholders to represent and protect their interest in PTC. The Board selects and oversees the members of senior management, who are responsible for conducting the business of PTC.
​
All director nominees are current directors of the company. Information about each of the director nominees, including their qualifications, skills and experience that led the Corporate Governance Committee and the Board to conclude that the director should serve as a director of the company, is discussed below. Information about their PTC stock ownership is set forth in Information about PTC Common Stock Ownership — Stock Owned by Directors and Officers.
​
​
[MISSING IMAGE: ic_tick-bw.gif]
​​
The Board of Directors recommends that you wish to vote FOR the election of all director nominees.
​
Board Leadership Structure
​​
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​​JAMES HEPPELMANN​
​Chairman of the Board of Directors, CEO​
​​
[MISSING IMAGE: ph_janicechaffinsm-pn.jpg]
​​JANICE CHAFFIN​
​Lead Independent Director​
​
Our Board was led by an independent Chairman through July 2023. In connection with announcing our CEO successionin July 2023, Mr. Heppelmann, our CEO, was named Chairman of the Board and Ms. Chaffin was named Lead Independent Director. We believe this Board leadership structure serves the company and our shareholders well during the CEO transition by balancing our CEO’s strategic vision and priorities for the company with effective independent Board leadership and oversight. Upon the conclusion of Mr. Heppelmann’s term as Chairman in February 2024, we expect to name an independent Board Chair.

​
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​​2024 PROXY STATEMENT​​
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​​
5
​
TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Snapshot of Board Composition
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​
6
​​
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​​2024 PROXY STATEMENT​​
[MISSING IMAGE: lg_ptc-pn.jpg]
​
TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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.
​
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​​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 person, you must have the required documentation described below with you.

If youdeveloping and advancing a vision and making executive-level decisions.

​
​
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​​STRATEGY​​Our success depends on successful development and execution of our corporate strategy, including successful selection and execution of strategic alliances and acquisitions.​
​
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​​GLOBAL​​We are a global company, with approximately 40% of our revenue coming from the Americas, 40% from Europe and 20% 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.​
​
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​​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.​
​
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​​SOFTWARE
INDUSTRY		​​We are an enterprise software company. Those with enterprise software experience are better able to understand the risks and opportunities facing our business.​
​
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​​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.​
​
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​​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.​
​
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​​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.​
​

​
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​​2024 PROXY STATEMENT​​
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​​
7
​
TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
BOARD NOMINEES HAVE A BALANCE OF QUALIFICATIONS, SKILLS, EXPERIENCE, AND DIVERSITY
​
DIVERSITY
AND SKILLS [MISSING IMAGE: ic_rightarrow-pn.jpg]
​​​
[MISSING IMAGE: ic_diversity-pn.jpg]
​​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​​
[MISSING IMAGE: ic_strategic-pn.jpg]
​​​
[MISSING IMAGE: ic_global-pn.jpg]
​​​
[MISSING IMAGE: ic_topline-pn.jpg]
​​​
[MISSING IMAGE: ic_softwareindustry-pn.jpg]
​​​
[MISSING IMAGE: ic_manufacturing-pn.jpg]
​​​
[MISSING IMAGE: ic_marketing-pn.jpg]
​​​
[MISSING IMAGE: ic_resrchdevlpmt-pn.jpg]
​
​Nominee​​​Gender or
Ethnically
Diverse		​​​Leadership​​​Strategy​​​Global​​​Financial​​​Software
Industry		​​​Manufa-
cturing		​​​Marketing​​​R&D​
​Neil Barua​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​
​Mark Benjamin​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​
​Janice Chaffin​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​
​Amar Hanspal​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​
​Michal Katz​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​​​​​​​
​Paul Lacy​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​​​
​Corinna Lathan​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​
​Janesh Moorjani​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​
​Robert Schechter​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​
​Total​​​6​​​9​​​9​​​9​​​9​​​9​​​3​​​6​​​3​
​
Board Diversity
The Corporate Governance Committee’s mandate is to create and maintain a Board with a diverse set of skills and attributes that aligns with PTC’s current and anticipated future strategic needs. The Board and Corporate Governance Committee value diversity and believe that diversity among the directors as to personal and professional experiences, opinions, perspectives, and backgrounds, including diversity with respect to race, ethnicity, gender, age, and cultural backgrounds is desirable.
The Corporate Governance Committee actively seeks diverse candidates by requiring that all slates of proposed candidates include at least two racially and/or ethnically diverse candidates and opening the aperture to identify candidates that might not otherwise be identified.
BOARD DIVERSITY MATRIX AS OF JANUARY 3, 2024
​Total Number of Directors: 10​​​Female​​​Male​​​Non-Binary​​​Did Not
Disclose Gender		​
​Part I: Gender Identity​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Directors​​​​​3​​​​​​7​​​​​​—​​​​​​—​​
​Part I: Demographic Background​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Asian​​​​​—​​​​​​3​​​​​​—​​​​​​—​​
​White​​​​​3​​​​​​4​​​​​​—​​​​​​—​​
​Did Not Disclose Demographic Background​​​​​—​​​​​​—​​​​​​​​​​​​​​​​

​
8
​​
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​​2024 PROXY STATEMENT​​
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​
TABLE OF CONTENTS​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Director Nominees
Independence of Our Directors
​Our Board of Directors has determined that all the director nominees, other than our CEO-Elect, Mr. Barua, are independent under applicable Nasdaq rules. None of the independent directors, to our knowledge, have any business, financial, familial, or other type of relationship with PTC or its management that would impact the director’s independence.​​
[MISSING IMAGE: bx_independence-pn.jpg]
​
Biographies
NEIL BARUA​
​​​​​Director since 2023   ​
[MISSING IMAGE: ph_neilbarua-pn.jpg]
Age 46
Other Public CompanyBoards
•
None
​
​​
Key Qualifications
•
Extensive leadership experience withglobal technology companies, includingServiceMax and IPC Systems
​
•
Knowledge of PTC’s technologies and themarkets in which PTC operates
​
•
Knowledge in technology investments duehis experience at prominent technology-focused private equity firms, and a proventrack record holder (that is, you hold your shares directlyof growing businesses
​
•
Strong financial acumen, a customer-firstmindset, and not through a brokerage account)leadership style thatempowers employees
​
Career Highlights
PTC Inc.
•
CEO-Elect (July 2023-present)
​
•
President, Service Lifecycle Managementbusiness (January 2023-July 2023)
​
ServiceMax, you should bring a government issued documentleader in Field ServiceManagement
•
Chief Executive Officer
(April 2019- January 2023)
​
​​
IPC Systems, Inc., a leading global provider ofspecialized technology solutions for the financialservices industry
•
Chief Executive Officer (2014-2018)
​
Silver Lake and Francisco Partners, globalprivate equity firms focused on investments intechnology businesses
•
Operating Partner
​
Education
•
Bachelor of Science in finance and economics,NYU Stern School of Business
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​
SoftwareIndustry
​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​

​
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​​2024 PROXY STATEMENT​​
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9
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TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
MARK BENJAMIN​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2021
​
[MISSING IMAGE: ph_markbenjamin-pn.jpg]
Age 53
Board Committees
•
Compensation andPeople (Chair)
​
•
Cybersecurity
​
Other Public CompanyBoards
•
Fidelity NationalInformation Services,Inc. (FIS Global)
​
•
NuanceCommunications, Inc. (2018-2022)
​
​​
Key Qualifications
•
Extensive leadership experience with largeglobal technology companies, includingNuance Communications, NCRCorporation, and ADP
​
•
Extensive experience advancing growthinitiatives related to cloud, SaaS, mobile,big data, and IoT solutions
​
Career Highlights
Nuance Communications, Inc., a globalsoftware company that identifies you (suchprovides speechrecognition solutions, powered by artificialintelligence
•
Chief Executive Officer
(April 2018-November 2023)
​
NCR Corporation, a provider of enterprisesoftware, hardware, and services
•
President and Chief Operating Officer(October 2016-March 2018)
​
​​
Automatic Data Processing, Inc. (ADP), aprovider of human resources managementsoftware and services
•
Over 20 years in various leadership positions,including as President of Global EnterpriseSolutions (July 2013-October 2016)
​
Education
•
Bachelor’s degree in international finance andmarketing, University of Miami
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​
SoftwareIndustry
​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​
JANICE CHAFFIN​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2013   
Lead Independent Director since 2023   
​
[MISSING IMAGE: ph_janicechaffin-pn.jpg]
Age 69
Board Committees
•
Compensation and People
​
•
Corporate Governance (Chair)
​
•
Cybersecurity (Chair)
​
Other Public Company Boards
•
Informatica Inc.
​
•
Synopsis, Inc.
​
•
Electronics for Imaging Inc. (2018-2019)
​
•
International Game Technology
(2010-2015)
​
​​
Key Qualifications
•
Significant leadership experience with large global technology companies
​
•
Financial and accounting expertise as a Driver’s License or Passport).

If you areresult of her positions at Symantec Corporation and Hewlett-Packard Company and her service on the Audit Committees of Synopsys, International Game Technology and Informatica

​
•
Significant expertise in corporate governance due to her being a beneficial holder (that is, you hold your shares throughNACD Fellow, the highest credential level for corporate directors by the National Association of Corporate Directors
​
•
Significant experience in cybersecurity as a brokerage account), you will need to obtain a legal proxy fromresult of her roles at Symantec, and completion of the brokerage firm to enable you to voteCERT Certificate in Cyber-Risk Oversight program of the Software Engineering Institute of Carnegie Mellon University
​
•
Periodic speaker on the topic of Diversity, Equity, and Inclusion at the meeting. You should also bringAnderson School of Management at the University of California, Los Angeles
​
​​
Career Highlights
Symantec Corporation, a government issued document that identifies you.

global leader in providing cybersecurity solutions
•
Group President, Consumer business unit (April 2007-March 2013)
​
•
Chief Marketing Officer (2003-2007)
​
Hewlett-Packard Company, a multinational information technology company
•
Over 20 years in management and marketing leadership positions
​
Education
•
Master of Business Administration, University of California, San Diego
​
•
Bachelor of Arts, University of California, Los Angeles
​
​
​

Skills		​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​

You have one vote for each share of common stock that you owned


​
10
​​
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​​2024 PROXY STATEMENT​​
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​
TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
AMAR HANSPAL​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2022   
​
[MISSING IMAGE: ph_amarhanspal-pnlr.jpg]
Age 60
Board Committees
•
Cybersecurity
​
•
Corporate Governance
​
Other Public Company Boards
•
Aspen Technology, Inc. (2020-2022)
​
​​
Key Qualifications
•
Significant leadership and industry experience as a result of his roles as CEO of Bright Machines and Co-CEO and Chief Product Officer of Autodesk
​
Career Highlights
Bright Machines, Inc., a software and robotics company that provides automation applications for the manufacturing industry
•
Chief Executive Officer
(May 2018-December 2021)
​
Autodesk, Inc., an enterprise design software company
•
Co-Chief Executive Officer
(February 2017-June 2017)
​
•
Chief Product Officer
(November 2011-February 2017)
​
​​
Education
•
Executive Managerial Program, Stanford University
​
•
Master’s degree in mechanical engineering, NY State University, New York
​
•
Bachelor’s degree in mechanical engineering, Bombay University, India
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_resrchdevlpmt-pn.gif]
​​Research & Development​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_manufacturing-pn.gif]
​​Manufacturing​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​
MICHAL KATZ​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2022   
​
[MISSING IMAGE: ph_michalkatz-pnlr.jpg]
Age 56
Board Committees
•
Audit
​
Other Public Company Boards
•
Nuance Communications, Inc. (2018-2022)
​
​​
Key Qualifications
•
Significant leadership and financial experience as a result of her roles at Mizuho Financial Group, RBC Capital Markets, and Barclays
​
•
Experience with strategic initiatives, and strong insights into the intersection of the financial and technology markets
​
Career Highlights
Mizuho Financial Group, Inc., a banking holding company headquartered in Tokyo.
•
Head of Investment and Corporate Banking, Americas
(November 2019-Present)
​
RBC Capital Markets, LLC, a global investment bank
•
Managing Director and Co-Head of Global Technology Investment Banking
(March 2013-October 2019)
​
​​
Barclays Capital Inc., a multinational universal bank headquartered in London
•
Managing Director and Global Head of Software Investment Banking
(September 2008-March 2013)
​
Education
•
Juris Doctor, New York University
​
•
Bachelor’s degree in political science, Birmingham University
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​​​​​​

​
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​​2024 PROXY STATEMENT​​
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​​
11
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​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
PAUL LACY​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2009   
​
[MISSING IMAGE: ph_paullacy-pn.jpg]
Age 76
Board Committees
•
Audit (Chair)
​
•
Compensation and People
​
•
Corporate Governance
​
Other Public Company Boards
•
None
​
​​
Key Qualifications
•
Significant leadership and public company software experience as a result of his positions at Kronos Incorporated
​
•
Extensive financial accounting and manufacturing expertise as a result of his positions at Kronos
​
•
During his tenure at Kronos, Kronos grew from a $26 million hardware company into a $662 million enterprise software company
​
Career Highlights
Kronos Incorporated, a global enterprise software company
•
President (May 2006-June 2008)
​
•
President, Chief Financial and Administrative Officer
(November 2005-April 2006)
​
​​
•
Executive Vice President and Chief Financial and administrative Officer
(April 2002-October 2005)
​
Education
•
Juris Doctor, Boston College School of Law
​
•
Bachelor of Science in accounting, Boston College
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_manufacturing-pn.gif]
​​Manufacturing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​
DR. CORINNA LATHAN​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2017   
​
[MISSING IMAGE: ph_corinnalathan-pn.jpg]
Age 56
Board Committees
•
Audit
​
•
Cybersecurity
​
Other Public Company Boards
•
Ekso Bionics Holdings, Inc.
​
​​
Key Qualifications
•
Extensive experience as a leader and technology innovator as a result of her work at AnthroTronix
​
•
Deep expertise in human-technology interfaces for robotics and mobile technology platforms
​
•
Significant experience and expertise in augmented reality and other technologies
​
Career Highlights
AnthroTronix, Inc., a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality
•
Chief Executive Officer, Co-Founder, and Chair of the Board (July 1999-June 2022)
​
University of Maryland, College Park
•
Adjunct Associate Professor of Aerospace Engineering (1998-2003)
​
​​
The Catholic University of America
•
Associate Professor of Biomedical Engineering (1995-1999)
​
Education
•
Ph.D. in neuroscience, MIT
​
•
S.M. in aeronautics and astronautics, MIT
​
•
Bachelor of Arts degree in biopsychology and mathematics, Swarthmore College
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_resrchdevlpmt-pn.gif]
​​Research & Development​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​

​
12
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​​2024 PROXY STATEMENT​​
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​
TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
JANESH MOORJANI​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2023   
​
[MISSING IMAGE: ph_janeshmoorjani-pn.jpg]
Age 51
Board Committees
•
Audit
​
Other Public Company Boards
•
None
​
​​
Key Qualifications
•
Extensive technology, operational, and financial leadership as a result of his work at large global technology companies, including Elastic N.V., Infoblox, VMware, and Cisco.
​
•
Public company finance and sales expertise
​
•
Extensive experience helping to fuel growth and drive transformation in large and mid-size technology companies.
​
Career Highlights
Elastic N.V., a data analytics company for search-powered solutions
•
Chief Financial Officer and Chief Operating Officer (May 2022-present)
​
•
Chief Financial Officer
(August 2017-May 2022)
​
Infloblox, a privately held IT automation and security company.
•
Executive Vice President and Chief Financial Officer (2016-2017)
​
VMware, Inc., a cloud computing and virtualization technology company
•
Leadership roles, Finance (2013-2016)
​
​​
Cisco Systems, Inc., a multinational digital communications technology corporation
•
Leadership roles in Sales and Finance (2004-2013)
​
Education
•
Master of Business Administration, the Wharton School of the University of Pennsylvania
​
•
Bachelor of Commerce degree, University of Mumbai
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​
ROBERT SCHECHTER​
​​
[MISSING IMAGE: ic_tick-bw.gif] Independent Director since 2009   
​
[MISSING IMAGE: ph_robertschechter-pnlr.jpg]
Age 75
Board Committees
•
Audit
​
•
Compensation and People
​
Other Public Company Boards
•
Mimecast Limited (2019-2022)
​
•
Telaria, Inc. (2013-2020)
​
​​
Key Qualifications
•
Significant financial and accounting expertise as a result of his experience at Coopers & Lybrand, LLP, his position as Chief Executive Officer of NMS Communications Corporation, and his position as Chief Financial Officer at Lotus Development Corporation
​
•
Relevant knowledge of the manufacturing market and process through his position at NMS Communications Corporation
​
•
Marketing, technology and research and development expertise as a result of his position as Senior Vice President at Lotus Development Corporation, where he was responsible for all sales, marketing, customer service, and product development outside North America
​
Career Highlights
NMS Communications Corporation, a global provider of hardware and software solutions for the communications industry
•
Chief Executive Officer (1995-2008)
​
​​
Lotus Development Corporation, a leading software company
•
Senior Vice President, International Operations (1990-1994)
​
•
Chief Financial Officer (1987-1990)
​
Coopers & Lybrand, LLP, an independent accounting firm
•
Partner, Chair of the Northeast Region High-Tech Practice (1973-1987)
​
Education
•
Master of Business Administration, the Wharton School of the University of Pennsylvania
​
•
Bachelor of Science degree, Rensselaer Polytechnic Institute
​
​
​Skills​
​
[MISSING IMAGE: ic_topline-pn.gif]
​​Financial​​
[MISSING IMAGE: ic_marketing-pn.gif]
​​Marketing​
​
[MISSING IMAGE: ic_global-pn.gif]
​​Global​​
[MISSING IMAGE: ic_resrchdevlpmt-pn.gif]
​​Research & Development​
​
[MISSING IMAGE: ic_leadership-pn.gif]
​​Leadership​​
[MISSING IMAGE: ic_softwareindustry-pn.gif]
​​Software Industry​
​
[MISSING IMAGE: ic_manufacturing-pn.gif]
​​Manufacturing​​
[MISSING IMAGE: ic_strategic-pn.gif]
​​Strategy​

​
[MISSING IMAGE: lg_ptc-pn.jpg]
​​2024 PROXY STATEMENT​​
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​​
13
​
TABLE OF CONTENTS​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Board and Committee Meetings and Attendance at the close of business on January 10, 2018. OnAnnual Meeting
​The Board and committees hold regularly scheduled meetings over the course of the year and hold additional meetings as necessary. The Board met five times in 2023. All directors attended 100% of meetings of the Board and the committees on which the director served in 2023.​​
[MISSING IMAGE: bx_meeting-pn.jpg]
​
We expect that date, there were 116,125,979 shares outstanding.Information abouteach director will attend the Annual Meeting voting and other administrative matters begins on page 61.

We made this proxy statement available to stockholders on January 24, 2018.

10PTC Inc.  2018 Proxy Statement

Table of Contents

Proposal 1
ElectionStockholders each year. All outside directors attended the 2023 Annual Meeting of Directors

The Board is elected by the stockholders to represent and protect their interest in PTC. The Board selects and oversees the members of senior management, who are responsible for conducting the business of PTC.

Stockholders.

Director Election Process and Voting Standard

All directors stand for election each year. Directors are elected by a plurality of votes received. However, weWe maintain a Majority Voting Policy for uncontested director elections that requires a director who does not receive a majority of the votes cast in favor offor his or her proposed election to promptly tender his or her resignation from the Board. The Corporate Governance Committee will consider the resignation and recommend to the Board whether or not to accept the resignation. The Board will use its best efforts to act on the resignation and publicly disclose its decision and its rationale within 90 days following certification of the election results. The director who tenders his or hertendering the resignation may not participate in the decisions of the Corporate Governance Committee or the Board that concern such resignation.
Board Evaluation Process
The Board conducts an annual evaluation process, which is facilitated by a third-party once every three years. In 2023, the resignation.

Board completed an externally facilitated evaluation.

[MISSING IMAGE: tb_evaluationproces-pn.jpg]

​
14
​​
[MISSING IMAGE: ic_leftarrow-pn.jpg]
​​2024 PROXY STATEMENT​​
[MISSING IMAGE: lg_ptc-pn.jpg]
​
TABLE OF CONTENTS​​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Director Nominations

and Board Refreshment

The Corporate Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at each Annual Meeting of Stockholders. Candidates may be suggested by directors, management, stockholdersshareholders, or a search firm retained by the Committee. Stockholders that wish tomay nominate a candidate may do socandidates in accordance with the procedures described in STOCKHOLDER PROPOSALS AND NOMINATIONS. Stockholder Proposals and Nominations. Candidates properly nominated by stockholdersshareholders will be given the same consideration as other proposed candidates.

Director Qualifications

The Corporate Governance Committee’s mandate is to create and maintain a Board with a diversityCommittee considers the Board’s composition, including the alignment of the skills and attributes that is alignedprofessional experience of the directors with PTC’s currentour long-term strategy and anticipated future strategic needs. Beyond a few general requirements,the Board’s gender, racial, ethnic, and LGBTQ+ diversity. The Corporate Governance Committee evaluates candidates against the standards and qualifications set forth in our Corporate Governance Guidelines and the Corporate Governance Committee does not rely on a fixed set of qualifications for director nominees, but considers the composition of the Board as a whole and the experience and skills each director nominee brings to the Board.

PTC values diversity and believes that diversity among the directors as to personal and professional experiences, opinions, perspectives and backgrounds,Charter as well as diversity with respect to race, ethnicity, gender, age and cultural backgrounds, is desirable. The Committee does not maintain a diversity policy, but seeks to achieve diversity through its thoughtful selectionother relevant factors.

BOARD REFRESHMENT
[MISSING IMAGE: tb_boardrefresh-pn.jpg]
Qualifications Required of qualified candidates.

QUALIFICATIONS REQUIRED OF ALL DIRECTORS

All Directors

The Corporate Governance Committee considers each candidate’s character and professional ethics, judgment, leadership experience, business experience and acumen, familiarity with relevant industry issues, national and international experience and such other relevant skills and experience as may contribute to the Board’s effectiveness and PTC’s success. In addition, all candidates must be able to dedicate sufficient time and resources for the diligent performance of the duties required of a member of the Board of Directors and must not hold positions or interests that conflict with their responsibilities to PTC. Candidates must also comply with any other minimum qualifications for either individual directors or the Board as a whole mandated byunder applicable laws or regulations. The Committee will also consider whether the candidate is independent of PTC as at least a majority of members of the Board of Directors must qualify as independent in accordance with Nasdaq independence rules.

www.ptc.com11

Table of Contents

PROPOSAL 1

SPECIFIC QUALIFICATIONS, SKILLS AND EXPERIENCE REQUIRED OF THE BOARD

The 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.

Leadership
Our business is complex and evolving rapidly. CEOs and persons who have led operating business units of significant size have proven leadership experience in developing and advancing a vision and making executive-level decisions.

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. Those with enterprise software experience are better able to understand the risks and opportunities facing our business.

Strategy
Our success depends on successful development and execution of our corporate strategy.

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.

Global
We are a global company, with approximately 40% of our revenue coming from the Americas, 40% from Europe and 20% 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.


12PTC Inc.  2018 Proxy Statement

Table of Contents

PROPOSAL 1

Director Nominees

All of the current directors are up for reelection. Information about each of the director nominees, including their qualifications, skills and experience that led the Corporate Governance Committee and the Board to conclude that the director should serve as a director of the company, is discussed below. Information about their PTC stock ownership is set forth in INFORMATION ABOUT PTC COMMON STOCK OWNERSHIP – Stock Owned by Directors and Officers.

INDEPENDENCE OF OUR DIRECTORS

Our Board of Directors has determined that Messrs. Schechter, Fernandez, Grierson, Hoehn and Lacy and Ms. Chaffin and Ms. Lathan are independent under applicable Nasdaq rules. None of the independent directors, to our knowledge, has any business, financial, family or other type of relationship with PTC or its management that would impact the director’s independence.

The Board of Directors recommends that you voteFORthe election of all of the director nominees.


Board Committees:
Corporate Governance (Chair)
Audit

Other Public Company Boards:
Synopsys, Inc.
International Game Technology
(2010-2015)
Informatica Corporation
(2001-2008)

Janice D. Chaffin
Director since 2013, Age 63















Ms. Chaffin served as Group President, Consumer Business Unit of Symantec, a global leader in providing cybersecurity solutions, from April 2007 until her retirement in March 2013 and as Chief Marketing Officer of Symantec from 2003 to 2007. Prior to that, she spent over twenty years at Hewlett-Packard Company, in management and marketing leadership positions.

Ms. Chaffin brings to the Board significant leadership experience with large global technology companies. Ms. Chaffin’s skills include 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. In 2015, Ms. Chaffin completed the requirements to become a NACD Fellow, the highest level of credentialing for corporate directors and corporate governance professionals by the National Association of Corporate Directors. To become a NACD Fellow, Ms. Chaffin demonstrated knowledge of the leading trends and practices that define exemplary corporate governance today and committed to developing professional insights through a comprehensive program of ongoing study.

Ms. Chaffin holds a Bachelor of Arts from the University of California, San Diego and a Masters of Business Administration from the University of California, Los Angeles.


LeadershipFinancialSoftware
Industry

Strategy

Manufacturing

Marketing

Research and
Development

Global


www.ptc.com13

Table of Contents

PROPOSAL 1

Board Committees:
Audit

Other Public Company Boards:
Yext, Inc.
Marketo, Inc. (January 2006 –
August 2016)
Tibco Software, Inc.
(June 2014 – December 2014)

Phillip M. Fernandez
Director since 2016, Age 57














Mr. Fernandez was a Venture Partner at Shasta Ventures, a venture capital firm, from January 2017 until his retirement in January 2018. Mr. Fernandez was a founder of Marketo, Inc., a global digital marketing software company, and served as its Chief Executive Officer and President from January 2006 to August 2016. Prior to that, he was with Epiphany, Inc., a marketing software company acquired by SSA Global Technologies, Inc., from 1999 to 2005, including as President and Chief Operating Officer from July 2003 until September 2005.

Mr. Fernandez has demonstrated leadership experience as a result of his service at Marketo, Inc. and at Epiphany, Inc. He has also gained significant marketing experience through his role at Marketo, Inc. Mr. Fernandez is also a well-known writer and speaker on topics related to digital marketing, marketing automation, big data, and entrepreneurialism, and is the author of Revenue Disruption: Game-Changing Sales and Marketing Strategies to Accelerate Growth (Wiley, 2012).

Mr. Fernandez holds a Bachelor of Arts in History from Stanford University.


Board Committees:
Compensation (Chair)
Corporate Governance

Donald K. Grierson
Director since 1987, Age 83









Mr. Grierson served as Chief Executive Officer and President of ABB Vetco Gray, Inc., an oil services business, from September 2002 until his retirement in November 2004 and from 1991 to March 2001. He served as Executive Director of ABB Vetco Gray, Inc. from March 2001 to September 2002. Prior to that, Mr. Grierson was a Senior Vice President, Group Executive at General Electric Company and was involved with several high-tech venture capital companies.

Mr. Grierson has significant leadership, management and operating experience as a result of his service at ABB Vetco International, ABB Vetco Gray and General Electric. His skills also include financial and accounting expertise as a result of his positions at ABB Vetco International and ABB Vetco Gray, Inc. as well as his previous service on the PTC Audit Committee. Furthermore, Mr. Grierson has extensive knowledge of the markets in which PTC operates as a result of his tenure on the PTC Board and extensive knowledge of the manufacturing industry as a result of his experience at ABB Vetco International, ABB Vetco Gray, GE, and his service as a director of Cadence and Oracle.

Mr. Grierson holds a Masters of Business Administration from Xavier University and a Bachelor of Science degree in Mechanical Engineering from Ohio University.


LeadershipFinancialSoftware
Industry

Strategy

Manufacturing

Marketing

Research and
Development

Global


14PTC Inc.  2018 Proxy Statement

Table of Contents

PROPOSAL 1

Board Committees:
None

Other Public Company Boards:
Sensata Technologies
Holdings N.V.

James E. Heppelmann
Director since 2008, Age 53











Mr. Heppelmann has served as the President and Chief Executive Officer of PTC since October 2010. He was Chief Operating Officer of PTC from March 2009 to September 2010, Executive Vice President and Chief Product Officer of PTC from February 2003 to February 2009, and Executive Vice President, Software Solutions and Chief Technology Officer of PTC from June 2001 to January 2003. Mr. Heppelmann joined PTC in 1998.

Mr. Heppelmann brings to the Board significant leadership experience in the enterprise software industry as a result of his positions at PTC Inc. and his position at Windchill Technology, Inc., where he was the founder and President prior to its acquisition by PTC. Through his tenure at PTC, he has developed extensive knowledge of PTC’s history, technologies and the markets in which PTC operates. Additionally, Mr. Heppelmann has marketing experience as a result of his position as Chief Product Officer of PTC, in which role he was also responsible for PTC’s Marketing function. His skills also include technology and research and development expertise as a result of his positions as Chief Product Officer and Chief Technology Officer, and at Windchill Technology, Inc.

Mr. Heppelmann holds a Bachelor’s degree in Mechanical Engineering from the University of Minnesota.


Board Committees:
Corporate Governance

Klaus Hoehn
Director since 2015, Age 66






Mr. Hoehn serves as the Vice President, Advanced Technology and Engineering, at Deere & Company, an agricultural, construction, commercial and consumer equipment manufacturer, a position he has held since January 2006. He joined Deere & Company in 1992 and has served in a number of engineering and product development roles at the company.

As a result of his positions at Deere & Company, Mr. Hoehn has extensive knowledge of manufacturing and the markets in which PTC operates, as well as extensive knowledge of PTC software, including as a user of PTC software. Mr. Hoehn’s experience at Deere, a customer of PTC, makes him uniquely qualified to serve as the “voice of the customer” on the Board. His skills also include technology and research and development expertise as a result of his positions at Deere, including in his current role, where he has corporate-level responsibility for directing advanced technology development and engineering services that support worldwide agricultural, construction, and commercial and consumer equipment design and manufacturing.

Mr. Hoehn holds a Bachelor’s degree, a Master’s degree, and a Doctorate degree in Mechanical and Agricultural Engineering from Rostock University in Germany.


LeadershipFinancialSoftware
Industry

Strategy

Manufacturing

Marketing

Research and
Development

Global


www.ptc.com15

Table of Contents

PROPOSAL 1

Board Committees:
Audit (Chair)
Compensation
Corporate Governance

Paul A. Lacy
Director since 2009, Age 70









Mr. Lacy served as President of Kronos Incorporated, a global enterprise software company, from May 2006 until his retirement in June 2008. He served as President, Chief Financial and Administrative Officer, of Kronos from November 2005 through April 2006, and as Executive Vice President and Chief Financial and Administrative Officer of Kronos from April 2002 through October 2005.

Mr. Lacy’s skills include 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 public global enterprise software company. Mr. Lacy also gained significant leadership and public company software experience as a result of his positions at Kronos Incorporated.

Mr. Lacy holds a Juris Doctor from Boston College Law School and Bachelor of Science in Accounting from Boston College.


Board Committees:
Audit

Corinna Lathan
Director since 2017, Age 50







Dr. Corinna Lathan is the Chief Executive Officer, Co-Founder and Chair of the Board of AnthroTronix, Inc., a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality, a position she has held since July 1999. Prior to that, Dr. Lathan was an Associate Professor of Biomedical Engineering at The Catholic University of America and an Adjunct Associate Professor of Aerospace Engineering at the University of Maryland, College Park.

Dr. Lathan has extensive experience as a leader and technology innovator as a result of her work at AnthroTronix and brings to the Board deep expertise in human-technology interfaces for robotics and mobile technology platforms. Her significant experience and expertise in augmented reality and other technologies enable her to help us advance our Internet of Things strategy.

Dr. Lathan holds a B.A. in Biopsychology and Mathematics from Swarthmore College, and an S.M. in Aeronautics and Astronautics and Ph.D. in Neuroscience from MIT.


LeadershipFinancialSoftware
Industry

Strategy

Manufacturing

Marketing

Research and
Development

Global


16PTC Inc.  2018 Proxy Statement

Table of Contents

PROPOSAL 1

Board Committees:
Audit
Compensation

Other Public Company Boards:
Telaria, Inc.
EXA Corporation
Unica Corporation (2005 - 2010)
Soapstone Networks, Inc.
(2003 - 2009)

Robert P. Schechter
Director since 2009, Age 69














Mr. Schechter served as the Chief Executive Officer of NMS Communications Corporation, a global provider of hardware and software solutions for the communications industry from 1995 until his retirement in 2008.

Mr. Schechter brings to the board significant financial and accounting expertise, as a result of his positions at NMS Communications Corporation and at Lotus Development Corporation, where he was the Chief Financial Officer. He was also a partner at Coopers & Lybrand LLP, an independent audit firm, and served as Chairman of its North East Region High Tech Practice. Through his position at NMS Communications Corporation, he gained relevant knowledge of the manufacturing market and process. He also acquired marketing experience as well as technology and research and development expertise as a result of his position as Senior Vice President at Lotus Development Corporation, where he was responsible for all sales, marketing, customer service and product development outside North America.

Mr. Schechter holds a B.S. from Rensselaer Polytechnic Institute and a Masters of Business Administration from the Wharton School of the University of Pennsylvania.


LeadershipFinancialSoftware
Industry

Strategy

Manufacturing

Marketing

Research and
Development

Global


www.ptc.com17

Table of Contents

PROPOSAL 1

SUMMARY OF DIRECTOR NOMINEES

BOARD QUALIFICATIONS, SKILLS AND EXPERIENCE
The Board has a good balance of qualifications, skills and experience that the Corporate Governance Committee and the Board believe are essential to the effectiveness and success of the Board.

A MAJORITY OF OUR BOARD IS INDEPENDENTSTOCKHOLDER INTERESTS ARE PROTECTED

Seven of the eight director nominees are independent. The only director who is not independent is our President and CEO.

An independent board ensures that the directors exercise independent judgment, are willing to question management and are best suited to represent and protect the interests of stockholders.

DIRECTOR TENURE

THE BOARD HAS A GOOD BALANCE OF TENURE

The Corporate Governance Committee and the Board strive to achieve a balance of service on the Board through a mix of new members and perspectives and members with longer tenure with institutional knowledge.


18PTC Inc.  2018 Proxy Statement

Table of Contents

Corporate Governance

Board Leadership Structure

Our Board is led by an independent Chairman, Mr. Schechter. We believe this Board leadership structure serves the company and our stockholders well by providing independent leadership of the Board. However, if we were to decide that combining the Chairman and CEO positions would better serve the company and our stockholders, our policy is to have a Lead Independent Director.

Board Meetings and Attendance at the Annual Meeting

PTC’s Board currently schedules five regular meetings during each fiscal year but will meet more often if necessary. The Board met 5 times in 2017. All directors attended all meetings held during their tenure in 2017.

We expect that each director will attend the Annual Meeting of Stockholders each year, barring other significant commitments or special circumstances. All of the then current directors attended the 2017 Annual Meeting of Stockholders.

The Committees of the Board

The Board has three standing committees: Audit, Compensation, and Corporate Governance. Each of the committees acts under a written charter, all of which are available on the Investor Relations page of our website atwww.ptc.com. Mr. Heppelmann, our CEO, does not serve on any committee.

Director/Nominee     Audit     Compensation     Corporate Governance
Janice Chaffin■
Phillip Fernandez■
Donald Grierson■
Klaus Hoehn■
Paul Lacy■■
Corinna Lathan■
Robert Schechter■■
Total Meetings in 2017863

 = Independent

 = Chair

 = Member

 = Audit Committee Financial Expert

Committee Attendance

All committee members attended all of their respective committee meetings in 2017.


www.ptc.com19

Table of Contents

CORPORATE GOVERNANCE

Committee Chair:
Paul Lacy

Committee Members:
Janice Chaffin
Phillip Fernandez
Corinna Lathan
Robert Schechter










Audit Committee

Responsibilities

■Assists our Board in fulfilling its oversight responsibilities for accounting and financial reporting compliance and oversees our compliance programs.
■Reviews the financial information provided to stockholders and others, PTC’s accounting policies, disclosure controls and procedures, internal accounting and financial controls, and the audit process.
■Meets with management and with our independent auditor to discuss our financial reporting policies and procedures, our internal control over financial reporting, the results of the independent auditor’s examinations, PTC’s critical accounting policies and the overall quality of PTC’s financial reporting, and reports on such matters to the Board.
■Meets with the independent auditor, with and without PTC management present.
■Appoints (and, if appropriate, replaces), evaluates, and establishes the compensation of, the independent auditor.
■Reviews the independent auditor’s performance in conducting the annual financial statement audit and the audit of our internal control over financial reporting, assesses independence of the auditor, and reviews the auditor’s fees.
■Reviews and pre-approves audit and non-audit related services that may be performed by the independent auditor.

Independence and Financial Expertise

■All members are “independent directors” under both SEC rules and the Nasdaq Stock Market listing requirements.
■No member has ever been an employee of PTC or any of its subsidiaries.
■The Board of Directors has determined that Mr. Schechter and Mr. Lacy qualify as Audit Committee Financial Experts, as defined by the SEC.

Committee Chair:
Donald Grierson

Committee Members:
Paul Lacy
Robert Schechter







Compensation Committee

Responsibilities

■Establishes the compensation levels for our executive officers.
■Oversees our employee compensation programs, including the corporate bonus programs.
■Sets performance goals for compensation of executive officers and evaluates performance against those goals.
■Oversees our equity compensation plans.

May engage compensation consultants or other advisors to provide information and advice to the Committee.

Independence

■All Committee members are “independent directors” under The Nasdaq Stock Market listing requirements.

20PTC Inc.  2018 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

Committee Chair:
Janice Chaffin

Committee Members:
Donald Grierson
Klaus Hoehn
Paul Lacy














Corporate Governance Committee

Responsibilities

■Oversees the director recruitment process, including the assessment of qualifications and skills sought in new directors and the retention of search firms to assist in the identification of potential candidates.
■Reviews the composition of the Board and makes recommendations regarding nominees for election to the Board.
■Makes recommendations to the Board about the composition of committees of the Board.
■Develops and recommends policies and processes regarding corporate governance.
■Reviews and makes recommendations to the Board with respect to director compensation.
■Maintains a CEO succession plan to ensure continuity of leadership for PTC.

Independence

■All Committee members are “independent directors” under The Nasdaq Stock Market listing requirements.

Risk Oversight

The Board and the relevant committees review with PTC’s management the risk management practices for which they have oversight responsibility. Since overseeing risk is an ongoing process and inherent in PTC’s strategic decisions, the Board and the relevant committees do not view risk in isolation but discuss risk throughout the year in relation to ongoing operations and proposed actions and initiatives.


​
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​​2024 PROXY STATEMENT​​
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15
​
TABLE OF CONTENTSCommunications
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​​BOARD OF DIRECTORS​​
​​
[MISSING IMAGE: ic_telescope-pn.gif]
​​Ultimate responsibility for risk management oversight and oversight of management of risks not addressed by a committee​​
​​​​​
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​​​
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​Risk or Focus​​​Audit​​​Compensation
and People		​​​Corporate
Governance		​​​Cybersecurity​​
​
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​​​Accounting & Financial Reporting​​​
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​​​​​​​​​​​​​​
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​​​Financial Condition & Debt​​​
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​​​​​​​​​​​​​​
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​​​Ethical Conduct & Compliance​​​
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​​​​​​​​​​​​​​
​
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​​​Related Party Transactions​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​​​​​​​​
​
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​​​Executive Compensation​​​​​​​
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​​​​​​​​​​
​
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​​​Equity Programs​​​​​​​
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​​​​​​​​​​
​
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​​​Human Capital Management​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​​​​​
​
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​​​Corporate Governance​​​​​​​​​​​
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​​​​​​
​
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​​​Composition of Board Committees​​​​​​​​​​​
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​​​​​​
​
[MISSING IMAGE: ic_ceo-pn.jpg]
​​​CEO Succession Planning​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_boardevalu-pn.jpg]
​​​Board and Director Evaluations​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_dircompen-pn.jpg]
​​​Director Compensation​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_environmental-pn.jpg]
​​​ESG Governance, Reporting & Frameworks​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_environmenl-pn.jpg]
​​​Environmental Risks & Initiatives​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_community-pn.jpg]
​​​Community Engagement Initiatives &
Philanthropy		​​​​​​​​​​​
[MISSING IMAGE: ic_polycon-pn.jpg]
​​​​​​
​
[MISSING IMAGE: ic_composition-pn.jpg]
​​​Composition of the Board​​​​​​​​​​​
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​​​​​​
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​​​Board Diversity​​​​​​​​​​​
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​​​​​​
​
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​​​Board Refreshment​​​​​​​​​​​
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​​​​​​
​
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​​​Director Nominations​​​​​​​​​​​
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​​​​​​
​
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​​​Cybersecurity​​​​​​​​​​​​​​​
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​​
​
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​​​Data Privacy​​​​​​​​​​​​​​​
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​​

​
16
​​
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​​2024 PROXY STATEMENT​​
[MISSING IMAGE: lg_ptc-pn.jpg]
​
TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
The Committees of the Board

Stockholders may send communications to

The Board has four standing committees: Audit, Compensation and People, Corporate Governance, and Cybersecurity. Each of the Boardcommittees acts under a written charter, all of Directors in the manner described inContact the Boardwhich are available on the Investor Relations page of our website at www.ptc.com.

Mr. Heppelmann and Mr. Barua, our CEO and CEO-Elect, respectively, do not serve on any committee.
​Director​​​Independent​​​PTC Committee Memberships​
​
[MISSING IMAGE: ic_audit-bw.gif]
Audit
​​​
[MISSING IMAGE: ic_compensation-bw.gif]
Compensation
and People
​​​
[MISSING IMAGE: ic_governance-bw.gif]
Corporate
Governance
​​​
[MISSING IMAGE: ic_cybersecurity-bw.gif]
Cybersecurity
​
​Mark Benjamin​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​​​​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
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​Janice Chaffin​​​
[MISSING IMAGE: ic_tick-pn.gif] [MISSING IMAGE: ic_leadindepdirector-pn.gif]
​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​
​Amar Hanspal​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​​​​​​​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​
​Michal Katz​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​​​
​Paul Lacy​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_leadership-pn.jpg]  [MISSING IMAGE: ic_audit-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​
​Corinna Lathan​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​
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​
​Janesh Moorjani​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​​​​​
​Robert Schechter​​​
[MISSING IMAGE: ic_tick-pn.gif]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]  [MISSING IMAGE: ic_audit-pn.jpg]
​​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​​​​​​​​
​Total Meetings in 2023​​​​​​​8​​​4​​​4​​​4​
www.ptc.com​21
[MISSING IMAGE: ic_leadindepdirector-pn.jpg]
​​Lead Independent Director​​
[MISSING IMAGE: ic_leadership-pn.jpg]
​​Committee Chair​​
[MISSING IMAGE: ic_committeemember-pn.jpg]
​​Committee Member​​
[MISSING IMAGE: ic_audit-pn.jpg]
​​Audit Committee Financial Expert​

​
[MISSING IMAGE: ic_rightarrow-pn.jpg]
Committee charters and governance documents are available on our website, investor.ptc.com/governance/​governance-documents.
​
​
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​​COMMITTEE CHARTERS​
​
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​​
•
Audit Committee Charter
​
​
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​​
•
Compensation and People Committee Charter
​
​
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​​
•
Corporate Governance Committee Charter
​
​
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​​
•
Cybersecurity Committee Charter
​
​
​
[MISSING IMAGE: ic_charters-bw.gif]
​​GOVERNANCE DOCUMENTS​
​​​​​
​
•
Articles of Organization
​
•
Bylaws
​
•
Code of Business Conduct and Ethics
​
•
Corporate Governance Guidelines
​
•
Lead Independent Director Charter
​
​​​
•
Majority Voting Policy
​
•
Director Stock Ownership Policy
​
•
Executive Stock Ownership Policy
​
•
Executive Compensation Recoupment Policy
​
​
​

​
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​​2024 PROXY STATEMENT​​
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17
​

TableTABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​​
[MISSING IMAGE: ic_audit-bw.gif]
​​AUDIT COMMITTEE​​Meetings in 2023: 8  ​​
​​COMMITTEE MEMBERS​​
​​
[MISSING IMAGE: ph_paullacysm-pn.gif]
Paul Lacy, Chair[MISSING IMAGE: ic_audit-pn.jpg]
​​
[MISSING IMAGE: ph_michalkatzsm-pnlr.gif]
Michal Katz
​​
[MISSING IMAGE: ph_corinnalathansm-pn.gif]
Corinna Lathan
​​
[MISSING IMAGE: ph_janeshmoorjanism-pn.gif]
Janesh Moorjani
​​
[MISSING IMAGE: ph_robertschechtersm-pnlr.gif]
Robert Schechter [MISSING IMAGE: ic_audit-pn.jpg]
​​
​​
Independence​
•
All Committee members are “independent directors” under both SEC rules and The Nasdaq Stock Market listing requirements.
​
[MISSING IMAGE: ic_audit-pn.gif]Financial Expertise
•
The Board of Directors has determined that Mr. Lacy and Mr. Schechter qualify as Audit Committee Financial Experts as defined by the SEC.
​
​​
Responsibilities
•
Assists our Board in fulfilling its oversight responsibilities for accounting and financial reporting compliance and oversees our compliance programs.
​
•
Reviews the financial information provided to shareholders and others, PTC’s accounting policies, disclosure controls and procedures, internal accounting and financial controls, and the audit process.
​
•
Meets with management and with our independent auditor to discuss our financial reporting policies and procedures, our internal control over financial reporting, the results of the independent auditor’s examinations, PTC’s critical accounting policies and the overall quality of PTC’s financial reporting, and reports on such matters to the Board.
​
•
Meets with the independent auditor, with and without PTC management present.
​
•
Appoints (and, if appropriate, replaces), evaluates, and establishes the compensation of, the independent auditor.
​
•
Reviews the independent auditor’s performance in conducting the annual financial statement audit and the audit of our internal control over financial reporting, assesses independence of the auditor, and reviews the auditor’s fees.
​
•
Reviews and pre-approves audit and non-audit related services that may be performed by the independent auditor.
​
​​
​​
[MISSING IMAGE: ic_compensation-bw.gif]
​​COMPENSATION AND PEOPLE COMMITTEE​​Meetings in 2023: 4  ​​
​​COMMITTEE MEMBERS​​
​​
[MISSING IMAGE: ph_markbenjaminsm-pn.gif]
Mark Benjamin, Chair
​​
[MISSING IMAGE: ph_janicechaffinsm-pn.gif]
Janice Chaffin
​​
[MISSING IMAGE: ph_paullacysm-pn.gif]
Paul Lacy
​​
[MISSING IMAGE: ph_robertschechtersm-pnlr.gif]
Robert Schechter
​​
​​
Independence​
•
All Committee members are “independent directors” under The Nasdaq Stock Market listing rules.​
​
​​
Responsibilities
•
Establishes the compensation of our executive officers.
​
•
Sets performance goals for compensation of executive officers and evaluates performance against those goals.
​
•
Oversees our equity compensation plans.
​
•
Oversees our key people management programs and initiatives.
​
May engage compensation consultants or other advisors to provide information and advice to the Committee.
​​

​
18
​​
[MISSING IMAGE: ic_leftarrow-pn.jpg]
​​2024 PROXY STATEMENT​​
[MISSING IMAGE: lg_ptc-pn.jpg]
​
TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​​
[MISSING IMAGE: ic_governance-bw.gif]
​​CORPORATE GOVERNANCE COMMITTEE​​Meetings in 2023: 4 ​​
​​COMMITTEE MEMBERS​​
​​
[MISSING IMAGE: ph_janicechaffinsm-pn.gif]
Janice Chaffin, Chair
​​
[MISSING IMAGE: ph_amarhanspalsm-pnlr.gif]
Amar Hanspal
​​
[MISSING IMAGE: ph_paullacysm-pn.gif]
Paul Lacy
​​
​​
Independence​
•
All Committee members are “independent directors” under The Nasdaq Stock Market listing rules.​
​
​​
Responsibilities
•
Reviews the composition of the Board and makes recommendations regarding nominees for election to the Board.
​
•
Oversees the director recruitment process, including the assessment of qualifications and skills sought in new directors and the retention of search firms to assist in the identification of potential candidates.
​
•
Makes recommendations to the Board about the composition of committees of the Board.
​
•
Reviews and makes recommendations to the Board with respect to director compensation.
​
•
Develops and recommends policies and processes regarding corporate governance.
​
•
Facilitates Board and director evaluations.
​
•
Ensures a CEO succession plan is maintained to ensure continuity of leadership for PTC.
​
•
Oversees ESG governance, frameworks, and reporting.
​
•
Oversees company management of environmental risks and initiatives.
​
•
Oversees company management of ESG risks and initiatives not addressed by other committees or the Board.
​
•
Oversees the company’s community engagement and philanthropy initiatives.
​
​​
​​
[MISSING IMAGE: ic_cybersecurity-bw.gif]
​​CYBERSECURITY COMMITTEE​​Meetings in 2023: 4 ​​
​​COMMITTEE MEMBERS​​
​​
[MISSING IMAGE: ph_janicechaffinsm-pn.gif]
Janice Chaffin, Chair
​​
[MISSING IMAGE: ph_markbenjaminsm-pn.gif]
Mark Benjamin
​​
[MISSING IMAGE: ph_amarhanspalsm-pnlr.gif]
Amar Hanspal
​​
[MISSING IMAGE: ph_corinnalathansm-pn.gif]
Corinna Lathan
​​
​​
Independence​
•
All Committee members are “independent directors” under The Nasdaq Stock Market listing rules.​
​
​​
Responsibilities
•
Oversees the Company’s cybersecurity and data privacy programs.
​
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Director and Executive Officer Stock Ownership Requirements
Because we believe our directors’ and executives’ interests are more aligned with those of Contents

our shareholders if they are shareholders themselves, our directors and executive officers are required to hold a significant amount of our stock. Options and unvested equity are not counted toward the holding requirement.

​Position​​​Share Ownership Requirement​​​Compliance
Status		​
​Directors​​​
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​​​
5x​
​​​Annual Board Cash Retainer​​​All our directors
and officers meet
their stock
ownership requirements.		​
​Chief Executive Officer​​​
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​​​
6x​
​​​Annual Salary​​
​Other Executive Officers​​​
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​​​
3x​
​​​Annual Salary​​
Our Director Stock Ownership Policy and our Executive Officer Stock Ownership Policy are available on the Investor Relations page of our website at www.ptc.com.
No Hedging or Pledging of PTC Equity
In order to ensure members of the Board of Directors and our executives and employees are aligned with the interests of our shareholders, our Trading in Company Securities Policy prohibits the hedging of PTC stock or equity by directors, executives and employees and transactions in derivative securities whose value is tied to that of PTC stock (including puts, calls, and listed options). The Policy also prohibits the pledging of PTC stock or equity by directors, executives, and employees and short sales of PTC stock.
Director Compensation

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

Annual
Cash Retainer		Annual
Equity Retainer		Committee
Chair Retainer		Committee
Member Retainer
AVERAGE ANNUAL RETAINER

Chairman of the Board       $115,000        $300,000         
Other Directors$50,000$250,000
Audit Committee      $15,000         $15,000
Compensation Committee$12,500$12,500
Corporate Governance Committee$7,500$7,500

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​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Director Compensation Process and Decisions

ANNUAL COMPENSATION

The Board establishes the annual compensation for the directors at the meeting of the Board of Directors held directly after the Annual Meeting of Stockholders. In setting such compensation, the Board considers the recommendation of the Corporate Governance Committee. In making its recommendation for 2017,the 2023 Board year, the Corporate Governance Committee considered a competitive assessment of the directors’ compensation with that of our compensation peer group (shown on page 31)(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 annual equityno changes were made to our directors’ compensation for all directors, other than the Chairman, was increased by $10,000. For 2017, after inclusion of the equity compensation adjustment, the directors’ compensation was positioned at the 65th percentile of the compensation peer group.

2023 Board year.

We provide a higher annual retainer for an independent director’s service as the Chairman of the Board given the additional work required by that position, but do not pay a committee chair retainer to the Chairman of the Board for service as the Chair of any committee. We do not pay any retainer to the Chairman of the Board if the Chairman of the Board is the company’s Chief Executive Officer. We provide different retainers for the Chairs and members of the various committees based on the anticipated level of work required with respect to the position and the committee.

Mr. Schechter served as our Chairman of the Board from October 2022 through July 2023 and was paid accordingly. In connection with our CEO transition announced at the end of July 2023, Mr. Heppelmann, our CEO, was named Chairman of the Board and receives no compensation for his service in this role. Ms. Chaffin was named Lead Independent Director when Mr. Heppelmann was named Chairman of the Board.
We also believe that providing a majority of our directors’ annual retainer compensation in the form of equity rather than cash serves to further align the interests of our directors with our stockholdersshareholders as they become stockholdersshareholders themselves.

NEW DIRECTOR COMPENSATION

The Board establishes the compensation for a new director at the time of election. For the annual cash and equity compensation, that compensation is pro-rated based on the annual compensation amounts established for the other directors. We also make a one-time equity grant that vests over two years in an amount determined Accordingly, in accordance with our established practice, we made a standard new director equity grant to Janesh Moorjani upon joining the company’s prior practiceBoard. The grant was equal to 1.5x the annual equity retainer, and a competitive assessment of director compensation practices. The award is meant to increase the director’s stock ownership over time to further align the director’s interests with those of PTC stockholdersvests in two substantially equal installments in June 2024 and to compensate the director for the investment of time the director will make in understanding our business.

22PTC Inc.  2018 Proxy Statement

2025.

Table of Contents

DIRECTOR COMPENSATION

Director Stock Ownership Policy; No Hedging or Pledging of PTC Stock

Because we believe our directors’ interests are best aligned with those of our stockholders if they maintain significant exposure to our stock, our non-employee directors:

■

Are required to attain and maintain an ownership level of PTC common stock. Our Director Stock Ownership Policy is available on the Investor Relations page of our website atwww.ptc.com.

■

The required level is 5x their annual Board cash retainer (unvested restricted stock, RSUs and options are not counted toward the ownership requirement).

■

May not hedge or pledge PTC stock.

2017

2023 Director Compensation

The amounts shown in theFees Earned or Paidin Cash column of the table are each non-employee director’s annual board and committee retainer fees.fees paid for the year. The amounts shown in theStock Awardscolumn of the table are the value of the restricted stock unit (RSU)equity awards (RSUs) made to the directors during the year.

Name(1)     Fees Earned or
Paid in Cash
($)		     Stock Awards
($)(2)		     Total
($)
Robert Schechter
Chairman of the Board      $142,500$299,991(3)$442,491
Janice Chaffin
Chair, Corporate Governance Committee$92,000$249,983(3)$341,983
Phillip Fernandez$71,000$249,983(3)$320,983
Donald Grierson
Chair, Compensation Committee$82,500$249,983(3)$332,483
Klaus Hoehn$56,000$249,983(3)$305,983
Paul Lacy
Chair, Audit Committee$100,000$249,983(3)$349,983
Corinna Lathan(4)$3,125$510,408(4)$536,095
Renato Zambonini(5)$180,167$249,983(3)$430,150

(1)As an employee
​
Name(1)
​​​
Fees Earned or
Paid in Cash
($)
​​​
Stock Awards
(#)
​​​
Stock Awards(2)(7)
($)
​​​
Total
($)
​
​Mark Benjamin​​​​$92,500​​​​​​1,901​​​​​$249,905​​​​​$342,405​​
​Janice Chaffin(3)
Lead Independent Director		​​​​$107,500​​​​​​1,901​​​​​$249,905​​​​​$357,405​​
​Amar Hanspal​​​​$65,000​​​​​​1,901​​​​​$249,905​​​​​$314,905​​
​Michal Katz​​​​$68,938​​​​​​1,901​​​​​$249,905​​​​​$318,843​​
​Paul Lacy​​​​$112,500​​​​​​1,901​​​​​$249,905​​​​​$362,405​​
​Corinna Lathan​​​​$82,500​​​​​​1,901​​​​​$249,905​​​​​$332,405​​
​
Janesh Moorjani(4)
​​​​$17,646​​​​​​4,037​​​​​$548,830​​​​​$566,476​​
​
Robert Schechter(3)
​​​​$152,500​​​​​​2,282​​​​​$299,992​​​​​$452,492​​
​
Klaus Hoehn(5)
​​​​$35,000​​​​​​—​​​​​​—​​​​​$35,000​​
​
Blake Moret(6)
​​​​$64,932​​​​​​1,901​​​​​$249,905​​​​​$314,837​​
​
(1)
As employees of PTC, Mr. Heppelmann, our Chairman of the Board and Chief Executive Officer, and Neil Barua, our
CEO-Elect, receive no compensation for their service as a director, and accordingly, are not shown in the Director Compensation Table.
​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
(2)
Grant date fair value of restricted stock units granted on February 16, 2023, and, for Mr. Moorjani, June 7, 2023. The grant date fair value is equal to the number of RSUs granted multiplied by the closing price of our common stock on the NASDAQ Stock Market on the grant date, $131.46 per share, and, for Mr. Moorjani, $135.96 per share.
​
(3)
Mr. Schechter served as Chairman of the Board from October 2022 through July 2023. Ms. Chaffin was appointed Lead Independent Director in late July 2023 and continues to serve as such.
​
(4)
Mr. Moorjani joined the Board on June 7, 2023. His Stock Awards reflect a pro-rated annual equity grant of 1,279 RSUs and a new director grant of 2,758 RSUs. His new director grant vests in two equal installments on June 15, 2024 and June 15, 2025.
​
(5)
Mr. Hoehn’s term ended at the February 16, 2023 Annual Meeting of Stockholders.
​
(6)
Mr. Moret resigned from the Board effective as of August 1, 2023 pursuant to the terms of the Share Purchase Agreement between PTC Inc. and Rockwell Automation Inc. dated as of June 11, 2018, as amended on May 11, 2021, after Rockwell Automation’s ownership of PTC shares fell below 5% of PTC’s outstanding shares. Mr. Moret forfeited the stock awards for 2023 shown in the table on August 1, 2023.
​
(7)
The number of outstanding RSUs held by each non-employee director as of September 30, 2023 is shown in the table below. No director held options.
​
​Name​​​
Restricted Stock Units
(#)
​
​Mark Benjamin​​​​​1,901​​
​Janice Chaffin​​​​​1,901​​
​Amar Hanspal​​​​​3,657​​
​Michal Katz​​​​​3,462​​
​Paul Lacy​​​​​1,901​​
​Corinna Lathan​​​​​1,901​​
​Janesh Moorjani​​​​​4,037​​
​Robert Schechter​​​​​2,282​​
​Klaus Hoehn​​​​​—​​
​Blake Moret​​​​​—​​
Communications with the Board
Stockholders may send communications to the Board of Directors at:
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
EXECUTIVE COMPENSATION
Information about Our Executive Officers
​JAMES HEPPELMANN​​Chairman of the Board, Chief Executive Officer​​Age 59​
​
[MISSING IMAGE: ph_jamesheppelmann-pn.jpg]
​​
Career Highlights
PTC Inc.
•
Chairman and Chief Executive Officer (July 2023-Present)
​
•
Chief Executive Officer (February 2023-July 2023)
​
•
President and Chief Executive Officer receives no(October 2010-February 2023)
​
​​​​
​NEIL BARUA​​CEO-Elect​​​​
​
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​​
[MISSING IMAGE: ic_rightarrow-pn.jpg]   Information about Neil Barua is provided in “Director Nominees.”
​
​KRISTIAN TALVITIE​​Executive Vice President, Chief Financial Officer​​Age 53​
​
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​​
Career Highlights
PTC Inc.
•
Chief Financial Officer (May 2019-Present)
​
•
Corporate Vice President, Finance
(July 2013-July 2016)
​
•
Senior Vice President, Financial Planning and Analysis and Investor Relations
(November 2010-July 2013)
​
​​
Syncsort Incorporated., a private software company specializing in Big Data, high speed sorting products, and data integration software and services
•
Chief Financial Officer (October 2018-May 2019)
​
Sovos Compliance, LLC, a private SaaS software company specializing in tax compliance software
•
Chief Financial Officer (July 2016-October 2018)
​
​
​MICHAEL DITULLIO​​President and Chief Operating Officer​​Age 56​
​
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​​
Career Highlights
PTC Inc.
•
President and Chief Operating Officer (February 2023-Present)
​
•
President, Digital Thread Business
(May 2022-February 2023)
​
​​
•
President, Velocity Business
(January 2021-May 2022)
​
•
Served in various positions in our Sales organization, including as Executive Vice President, Global Sales
(November 2015-January 2021)
​
•
Joined PTC in 1999
​
​
​CATHERINE KNIKER​​Executive Vice President, Chief Strategy and Marketing Officer​​Age 57​
​
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​​
Career Highlights
PTC Inc.
•
Executive Vice President, Chief Strategy and Marketing Officer (February 2023-Present)
​
•
Executive Vice President, Chief Strategy and Sustainability Officer (May 2022-February 2023)
​
•
Executive Vice President, Chief Strategy Officer (April 2021-May 2022)
​
​​
•
DVP, Global Head of Corporate Development (January 2020-April 2021)
​
•
Served in various positions, including Divisional Vice President, Head of Global Strategic Alliances (October 2018-January 2020) and Chief Revenue Officer, IoT and AR (September 2016-October 2018)
​
•
Joined PTC in 2016
​
​

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TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​AARON VON STAATS​​Executive Vice President, General Counsel and Secretary​​Age 58​
​
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​​
Career Highlights
PTC Inc.
•
General Counsel and Secretary (2003-Present)
​
​​
•
Served in other roles in the Company’s Legal group
​
•
Previously in private practice with a Boston-based law firm
​
•
Joined PTC in 1997
​
​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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​​PROPOSAL 2​
​
Advisory Vote on the Compensation of Our Named Executive Officers
This advisory vote on the compensation for his serviceof our Chief Executive Officer and our other executive officers named in the Summary Compensation Table (our “named executive officers”) gives shareholders the opportunity to express their views on our named executive officers’ compensation as a directordisclosed pursuant to Item 402 of Regulation S-K in Compensation Discussion and accordingly,Analysis and Executive Compensation. This “say-on-pay” vote is not shown inintended to address any specific item of compensation, but rather the Director Compensation table.
(2)The number of outstanding RSUs held by each director as of September 30, 2017 is shown in the table below. No director held options.

NameRestricted Stock Units
Janice Chaffin4,484
Phillip Fernandez10,087
Donald Grierson4,484
Klaus Hoehn4,484
Paul Lacy4,484
Corinna Lathan9,560
Robert Schechter5,381
Renato Zambonini0

(3)

Grant date fair value of restricted stock units granted on March 1, 2017, calculated by multiplying the number of RSUs granted by the closing priceoverall compensation of our common stock on the NASDAQ Stock Market on the grant date, $55.75 per share.

(4)named executive officers.

Ms. Lathan joined the Board on August 15, 2017 and received a one-time new director equity award of 7,023 RSUs, which award vests in two equal installments on the first and second anniversaries of her service as director, and a pro-rated annual equity award of 2,537 RSUs.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, $53.39 per share.

(5)

Mr. Zambonini died in July 2017. The fees shown are board and committee fees for his service for the period prior to his death and a one-time cash payment in lieu of equity for service for the year prior to his death. The stock awards shown were forfeited upon his death.

​

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Proposal 2
Advisory Vote on the Compensation of our Named Executive Officers

This advisory vote on the compensation of our Chief Executive Officer and our other executive officers named in the Summary Compensation Table (our “named executive officers”) gives stockholders the opportunity to express their views on our named executive officers’ compensation for 2017. This “say-on-pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Additional information about their compensation is discussed in COMPENSATION DISCUSSION AND ANALYSIS and in EXECUTIVE COMPENSATION.


​
​
The Board of Directors recommends that youa voteFORthe approval of the compensation of our named executive officers as disclosed in COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis and the tables and related disclosures contained in EXECUTIVE COMPENSATION.Executive Compensation.
​

Why You Should Approve the

Summary of Our Compensation of our Named Executive Officers

Practices
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Our compensation programs are designed to pay for performance.A significant portion of the compensation of our named executive officers is comprised of performance-based pay. For 2017, 51% of our CEO’s target compensation was performance-based and 49% of our other named executive officers’ target compensation was performance-based.The executives may also earn amounts above their target compensation under their performance-based equity, up to a cap, for performance above target performance. Conversely, if the performance measures are not achieved, those performance-based amounts are not earned or paid, as was the case in 2015 when the executives did not earn and were not paid any portion of their annual cash bonus or performance-based equity, and in 2016 when the executives did not earn any of their annual upside equity.

​
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2017 TARGET COMPENSATION

​		​2024 PROXY STATEMENT​​
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25
​

Our compensation programs provide a strong correlation between pay and performance as demonstrated by our performance against our strategic goals, stock price growth and achievement against our short-term and long-term incentive plan targets in 2017. We exceeded our short-term incentive plan targets due primarily to the strength of our IoT business in the year. We also outpaced our peers in stock price performance as demonstrated by finishing at the 76th percentile in relative Total Shareholder Return (TSR) under our long-term equity incentive plan. Finally, we partially achieved the upside annual equity measures, representing a significant stretch beyond our planned growth targets in our IoT business.

TABLE OF CONTENTS​
24​PTC Inc.  2018 Proxy Statement

Table of Contents

​PROPOSAL 2​​​​​​​​​​​​​​​​​​​​​​​​

The table below shows the performance measures for the 2017 cash bonus plan, the upside annual equity and the long-term performance-based equity, and achievement under those performance measures.

2017 PERFORMANCE-BASED COMPENSATION

Component
2023
Highlights
​Performance Measure​Proxy
Summary		​Target​Upside TargetCorporate
Governance		​% Achieved​Executive
Compensation		% Earned
​​

Software Subscription ACV(1)

Auditor
Matters		​​PTC Stock
Ownership		​​
Transactions with
Related Persons		​​Annual Meeting
Information		​​

Annual Cash Bonus

New IoT and Connected
Applications Bookings(1)

110.6%

100%(3)

Non-GAAP
Operating Expense(2)

ComponentPerformance MeasureTarget% Earned

Annual
Upside Equity

New IoT and Connected
Applications Bookings(1)

49.2%

Long-Term
Performance
Equity(5)

FY17 Relative Total
Shareholder Return (TSR)

152.5%


(1)

Our ACV and Bookings operating measures are described onAppendix A.

(2)

Non-GAAP Operating Expense is described onAppendix A.

(3)

Payouts under the annual cash bonus plan were capped at 100%, even if performance exceeded the targets. Weighting among the performance measures and credit for exceeding the targets resulted in aggregate achievement at 110.6%.

(4)

The base of the range was set at our fiscal plan target of $90 million, with no amounts earned until that threshold was surpassed.

(5)

One-third of total grant eligible to vest for each of 2017, 2018 and 2019 performance periods. Performance measures for 2018 are FY17- FY18 relative TSR and for 2019 are relative TSR FY17-FY19.

Our compensation programs are designed to align our executives’ interests with our stockholders’ interests.In addition to weighting our executives’ compensation to performance-based pay, a substantial portion of their compensation is in the form of equity (RSUs) that vests over three years. Moreover, our executives are subject to substantial stock ownership requirements and to clawback of incentive compensation in certain circumstances. These elements serve to align our executives’ interests with those of our stockholders in the long-term value of PTC.

THREE-YEAR
VESTING OF RSUs

SUBSTANTIAL
STOCK OWNERSHIP
REQUIREMENTS

CLAWBACK
PROVISIONS

ALIGNED INTERESTS
BETWEEN OUR
EXECUTIVES AND
STOCKHOLDERS

​
RECENT SAY-ON-PAY APPROVAL
Our compensation programs are developed by independent directors advised by an independent consultant.Our Compensation Committee is comprised only of independent directors and retains an independent compensation consultant to advise it on appropriate compensation practices.[MISSING IMAGE: pc_boarddiversity-pn.jpg]

Effect of Say-on-Pay Vote

This say-on-pay vote, which is required by Section 14A of the Securities Exchange Act of 1934, is advisory only and is not binding on the company, the Compensation Committee, or our Board of Directors. Although the vote is advisory, we, our Compensation Committee, and our Board of Directors value the opinions of our stockholdersshareholders and will consider the outcome of this vote when establishing future compensation for our executive officers. We hold such a vote each year.


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Table of ContentsTABLE OF CONTENTS

​​​

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

As discussed

Our Compensation Philosophy
We Pay for Performance
​​Our executive compensation programs are designed to attract, motivate, and retain our executives. We emphasize performance-based compensation tied to performance measures we believe will create long-term shareholder value.​​
We believe that equity incentives that vest over multiple years provide an important motivational and retentive aspect to the executives’ overall compensation and align our executives’ interest in Proposal 2, we are conducting a “say-on-pay” votethe long-term performance of PTC with that asks you to approve the compensation of our named executive officers as described in this section and in the tables and accompanying narrative contained in EXECUTIVE COMPENSATION.

The Compensation Committeeshareholders. Accordingly, a substantial portion of our Board of Directors determines the compensation for our executives. We discuss below our executive compensation program and the compensation decisions made for 2017 for our Chief Executive Officer, our Chief Financial Officer, and the three other executive officers and our former executive officer named in the Summary Compensation Table (collectively, our “named executive officers”).

Executive Summary of our Compensation Practices and 2017 Compensation

WE PAY FOR PERFORMANCE

3-YEAR: CEO TOTAL REALIZABLE
COMP. VS TSR CAGR

3-YEAR: OTHER NEO TOTAL REALIZABLE
COMP. VS TSR CAGR

WE ARE RESPONSIVE TO STOCKHOLDERS

Over recent years we have made significant changes to our executives’ compensation in responseconsists of performance-based and service-based RSUs that vest over multiple years.

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.​​
Our Compensation Design and Practices
Our executives’ compensation consists of the elements shown below. We believe these components provide an appropriate mix of fixed compensation and at-risk compensation that promotes short-term and long-term performance and rewards our executives appropriately for their performance. With this mix, we provide a competitive base salary and service-based equity that vests over multiple years while providing our executives the opportunity to earn additional compensation through short-term and long-term performance-based incentives designed to drive company performance and create long-term shareholder value. Because a significant portion of our executives’ target compensation is performance-based, actual compensation earned can differ significantly from target compensation.
Our executive compensation design also reflects the Compensation and People Committee’s consideration of prior year say-on-pay votes and comments from stockholders and proxy advisory firms. These changes include:

■

Adopting separate performance measures for our annual cash bonus and our long-term performance-based equity;

■

Introducing multi-year performance periods for our long-term performance-based equity;

■

Adopting a clawback policy; and

■

Eliminating all single-trigger vesting in connection with a change in control.

shareholders received as part of our shareholder engagement process or otherwise. We received strong stockholderbelieve our 2023 say-on-pay support for our executives’ compensation for 2016. We considered that vote when making executive compensation decisions for 2017. Based onof over 92% reflects shareholder approval of the strong support we received for 2016, we believe stockholders support how we have structured our executives’ compensation overall and we did not make any substantive changes to thecurrent structure of our executives’ compensation for 2017.

compensation.

26​PTC Inc.  2018 Proxy Statement
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​COMPENSATION DISCUSSION AND ANALYSIS​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​

OUR COMPENSATION PRACTICES PROTECT STOCKHOLDERS

How We Pay
PERFORMANCE-BASED RSUs
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FY2023 Compensation Design
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(1)
Average for our named executive officers other than Mr. Barua due to the fact he was not an executive officer until July 2023. See “FY2023 Compensation Decisions” for Mr. Barua’s 2023 compensation.
​

​Our long-term performance-based equity awards
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Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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.
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How Our Relative TSR RSUs Work
Our relative TSR RSUs issued in FY2023 and FY2022 each have one three-year performance period. The relative TSR RSUs will vest only after the performance threshold is achieved and only to the extent the relative TSR performance target is achieved. Up to 200% of the relative TSR RSUs can be earned. However, if the stock price as of the last day of three-year performance period is lower than the stock price as of the beginning of the period, then the maximum number of relative TSR RSUs that can be earned is capped at 100%, even if performance exceeds Target. The performance measure for the relative TSR RSUs is established on the grant date.
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How Our Service RSUs Work
Our service RSUs vest in three substantially equal annual installments, provided that the executive remains employed on the applicable vest date.
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FY2023 Performance-Based Compensation
​​
The performance measures that cover three yearswe develop and use for our service-based equity awards vest over a period of three yearsoperating performance-based compensation are designed to ensure thatdrive performance against our executives maintain ashort-term and long-term view of stockholder value.business plans and objectives and create value for our shareholders. Our relative TSR RSUs align our executives’ experience with our shareholders’ experience.
​​

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2023
Highlights
The amounts​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
ALIGNMENT OF CORPORATE STRATEGY AND FY2023 OPERATING PERFORMANCE-BASED COMPENSATION
​
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COMPENSATION PLAN AND OPERATING
PERFORMANCE MEASURE
​
​​​
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STRATEGIC GOAL
​
​Increase Free Cash Flow​​​Increase Portfolio of
Subscription Contracts		​
​Annual Corporate Incentive Plan​​​Free Cash Flow Growth​​​​​
​Long-Term Operating Performance-Based RSUs​​​​​​​ARR Growth​
FY2023 ANNUAL CORPORATE INCENTIVE PLAN DESIGN AND ACHIEVEMENT
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(Cap 135%)		​​​Achievement​​​Earned​
​
Free Cash Flow(1)
​​​$525 Million​​​$550 Million​​​$585 Million​​​$587 Million​​​135%​
​
(1)
Free Cash Flow is cash flow from operations net of capital expenditures for the applicable period. The Free Cash Flow growth targets were developed in the context of our financial operating plan and targets for FY2023, with the Target representing an increase of 32% in Free Cash Flow over FY2022. FY2023 Free Cash Flow consisted of $611 million of cash from operations net of $24 million of capital expenditures.
​
LONG-TERM PERFORMANCE-BASED EQUITY
Long-term performance-based RSUs are a significant component of our executives’ compensation and focus our executives on long-term value creation. RSUs not earned for a performance period are forfeited. As our operating performance-based RSUs have annual performance periods and vesting opportunities, one-third of such RSUs granted in FY2021, FY2022 and FY2023 were eligible to be earned and vest for FY2023.
The ARR and adjusted free cash flow measures below are described and reconciled in Appendix A.
FY2023 PERFORMANCE-BASED RSU DESIGN AND ACHIEVEMENT FOR FY2023
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​FY2023 ARR Growth over FY2022​​​​​6%​​​​​​10%​​​​​​16%​​​​​​13%​​​​​​144%​​
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​
FY2025 Relative TSR vs. over FY2022(1)(2)
​​​25th Percentile​​​50th Percentile​​​90th Percentile​​​​​—(3)​​​​​​—(3)​​
​
(1)
The FY2023 relative TSR RSUs use the S&P 500 Software & Services Index, excluding seven services companies included in the Index, plus compensation peer group companies not included in the Index, as the comparison group.
​
(2)
If the weighted average PTC stock price as of September 30, 2022 is higher than the weighted average PTC stock price on September 30, 2025, the maximum number of RSUs that can be earned is 100% of the RSUs even if relative TSR is achieved above the 50th percentile. The stock price value is determined using a 30-day weighted average for the applicable period.
​
(3)
As the relative TSR RSUs have a three-year performance period ending September 30, 2025, no RSUs could be earned for FY2023.
​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
PRIOR PERIOD PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR FY2023
FY2022 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023
​Performance Measure​​​Threshold
(25% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​AFCF Growth over FY2022​​​​​10%​​​​​​25%​​​​​​40%​​​​​​34%​​​​​​157%​​
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​
FY2024 Relative TSR vs. over FY2021(1)(2)
​​​25th Percentile​​​50th Percentile​​​90th Percentile​​​​​—(3)​​​​​​—(3)​​
​
(1)
The FY2022 relative TSR performance-based RSUs use the S&P 500 Software & Services Index, excluding five services companies then included in the Index, plus compensation peer group companies not included in the Index, as the comparison group.
​
(2)
If the weighted average PTC stock price as of September 30, 2021 is higher than the weighted average PTC stock price on September 30, 2024, the maximum number of RSUs that can be earned is 100% of the RSUs even if relative TSR is achieved above the 50th percentile. The stock price value is determined using a 30-day weighted average for the applicable period.
​
(3)
As the relative TSR RSUs have a three-year performance period ending September 30, 2024, no RSUs could be earned for FY2023.
​
FY2021 PERFORMANCE-BASED RSU ACHIEVEMENT FOR FY2023
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​AFCF Growth over FY2022​​​​​10%​​​​​​25%​​​​​​40%​​​​​​34%​​​​​​157%​​
​Performance Measure​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(200% Earned)		​​​Achievement​​​Earned​
​
Relative TSR vs. over FY2020(1)(2)
​​​25th Percentile​​​50th Percentile​​​90th Percentile​​​75th Percentile​​​​​150%​​
​
(1)
The comparison group of companies for the FY2021 relative TSR RSUs was the S&P 400 Software and Services Index plus any FY2021 compensation peer group companies not included in that Index.
​
(2)
If the PTC weighted average stock price as of September 30, 2020 was higher than the PTC weighted average stock price as of September 30, 2023, the maximum number of RSUs that could be earned for FY2023 was 100% of the Target RSUs for FY2023 even if relative TSR was achieved above the 50th percentile. The weighted average stock price is determined using a 30-day weighted average for the applicable period ending on September 30.
​
CEO PERFORMANCE-BASED RETENTION RSU ACHIEVEMENT FOR FY2023
​Performance Measure​​​Weight​​​Threshold
(50% Earned)		​​​Target
(100% Earned)		​​​Upside
(110% Earned)		​​​Achievement​​​Earned​
​ARR Growth over FY2022​​​
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​​​50%​​​​​8%​​​​​​10%​​​​​​14%​​​​​​13%​​​​​​106%​​
​AFCF Growth over FY2022​​​
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​​​50%​​​​​10%​​​​​​25%​​​​​​40%​​​​​​34%​​​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
FY2023 Compensation Decisions
The Compensation and People Committee evaluates our executive officers’ compensation each year against the compensation peer group as to each element of each executive’s compensation and as to each executive’s total compensation opportunity to determine whether the executive’s compensation remains competitive. The Committee also reviews internal pay equity among the executives, the length of time each executive has been in the role, and each executive’s performance to determine whether to make any adjustments to an executive’s compensation.
​
JAMES HEPPELMANN​
Chairman of the Board and Chief Executive Officer​
​
​
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​​
Mr. Heppelmann has been our executives can earn under our annual corporate performance-based incentive plans are capped. Accordingly, amounts earned underChief Executive Officer since 2010, during which time he has transformed the annual plan are predictablecompany into a dynamic force supporting the digital transformations of industrial enterprises.
After evaluating Mr. Heppelmann’s compensation and performance above incentive plan targets benefits stockholders.
for 2022, and considering that his total target compensation was at the compensation peer group median, the Committee made no changes to this target compensation for 2023.We have a compensation clawback policy under which incentive compensation paid to our executive officers that is subsequently determined not to have been earned due to restatement of prior period financial results may be recovered from those officers.
We design our compensation policies and practices to mitigate risk to the company that could be posed by those policies and practices.
We do not provide perquisites or supplemental retirement benefits to our executives.
We require our executives to maintain specified levels of ownership of our stock to ensure that their interests are even more effectively linked to those of our stockholders. (SeeEquity Ownership on page 39.)
We do not allow our executives to hedge their exposure to ownership of, or interest in, PTC stock; nor do we allow them to engage in speculative transactions with respect to PTC stock or to pledge their PTC stock.
Our executive agreements:​
■​

do

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

certain customer engagements, and introducing Mr. Barua to analysts and investors.
​

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■
2023
Highlights

contain “double triggers” that require termination in​

​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​
KRISTIAN TALVITIE​
Executive Vice President, Chief Financial Officer​
​
​
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​​
Mr. Talvitie has been our Chief Financial Officer since May 2019.
After evaluating Mr. Talvitie’s compensation and performance for 2022 and his pay relative to other executives, the Committee increased his base salary to $515,000, his target annual performance-based bonus to $515,000, and his target annual long-term RSUs to $4,000,000 for 2023.
​
​
MICHAEL DITULLIO​
President and Chief Operating Officer​
​
​
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​​
Mr. DiTullio entered FY2023 as the President, Digital Thread Business.
After evaluating Mr. DiTullio’s compensation and performance for 2022 and his pay relative to other executives with a similar span of control, the Committee increased his base salary to $515,000, his target annual performance-based bonus to $515,000, and his target annual long-term RSUs to $4,000,000 for 2023.
In February 2023, he was promoted to President and Chief Operating Officer. In connection with such promotion, the Committee increased his base salary to $550,000 and target bonus to $550,000, both of which were pro-rated for the year. He also received a changepromotion RSU grant valued at $500,000 on the date of grant that vests in control before vesting of any equity is accelerated;three substantially equal tranches over three years.
​
​
AARON VON STAATS​
Executive Vice President, General Counsel and

Secretary​
​
■​

provide only limited severance benefits,

[MISSING IMAGE: ph_aaronvonstaats-pn.jpg]
​​
Mr. von Staats has served as our General Counsel since 2003.
When establishing his compensation for 2023, the Committee evaluated his compensation against the compensation peer group and no equity acceleration,his performance. Given his performance and his compensation relative to his peers in connection with terminations without cause absent a change in control.

the compensation peer group, the Committee increased his target annual long-term RSUs to $2,500,000 for 2023 to maintain his total target compensation at approximately the 50th percentile.
​

2017 Compensation

Our compensation programs emphasize performance-based compensation tied to strategic initiatives and increases in stockholder value. As discussed in our Chairman’s letter and the proxy statement summary above, and in our Annual Report to Stockholders that accompanied this proxy statement, 2017 was a successful year for PTC. We executed on our strategic initiatives to increase our growth rate, improve our margins and transition to a subscription licensing model. Our results were supported by our performance-based compensation initiatives and our executives were appropriately compensated for delivering those results.


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COMPENSATION DISCUSSION AND ANALYSIS​​​​​​​​​​​​​​​​​​​​​​​​​​

COMPONENTS OF TARGET COMPENSATION FOR 2017

Our executives’ target compensation for 2017 consisted of the components described below.


2023
Highlights		BASE SALARY
Provide a base level of competitive cash compensation. ​		​
SERVICE-BASED RSUs
Align the executive’s long-term interests with the long-term interests of stockholders and
retain the executive, with performance-based upside to focus the executives on specific
aspirational performance goals for the current fiscal year.





Proxy
Summary
ANNUAL INCENTIVE BONUS
Focus the executive on achieving specific performance goals related to PTC’s
business plan for the current fiscal year.​
LONG-TERM TSR PERFORMANCE-BASED RSUs
Align the executive’s long-term interests with the long-term interests of ​		Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC and
stockholders by focusing the executive on driving increases in stock price and
delivering stockholder value over a three year period.





CEO Compensation
Components

Stock
Ownership		​​Transactions with
Related Persons		​

Other NEO Compensation
Components

​		Annual Meeting
Information		​​Appendix A​

2017 ANNUAL BONUS PLAN

Performance MeasureWeightingTargetUpside Target% Achieved% Earned
Software Subscription ACV(1)1/3

New IoT and Connected
Applications Bookings(1)

1/3

110.6%

100%(3)

Non-GAAP
Operating Expense(2)

1/3

(1)

Our Annualized Contract Value (ACV) and Bookings operating measures are described onAppendix A.

(2)Non-GAAP Operating Expense is described onAppendix A.
(3)Payouts under the annual cash bonus plan were capped at 100%, even if performance exceeded the targets. Weighting among the performance measures and credit for exceeding the targets resulted in aggregate achievement at 110.6%

2017 ANNUAL UPSIDE PERFORMANCE-BASED EQUITY

Performance MeasureThresholdTarget% Earned
New IoT and Connected Applications Bookings$90 million$127.5 million49.2%

28PTC Inc.  2018 Proxy Statement

How We Set Executive Compensation

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COMPENSATION DISCUSSION AND ANALYSIS

2017 LONG-TERM PERFORMANCE-BASED EQUITY

Performance MeasureThree Performance Periods
(One-Third of Grant Eligible to be Earned per Period)
Relative Total Shareholder Return (TSR)FY 2017FY 2017 – 2018FY 2017 – 2019

Performance PeriodBelow
Threshold		                 Threshold   Target         Interim
         Upside Target		   Upside Target% Earned



Below
25thPercentile		152.53%
FY 2017
% Target RSUs to be Earned0%

Compensation Philosophy & Objectives

We believe that our compensation plans should align our executives’ interests with those of our stockholders and reward our executives for their contributions to the long-term success of PTC. We also believe that a substantial portion of our executives’ compensation should be performance-based to create appropriate incentives for achieving performance objectives established by the Committee.

Accordingly, we design our compensation plans and associated performance objectives to:


Compensation Setting Process

The Compensation and People Committee is comprised entirely of independent directors and establishes and reviews the compensation for our executive officers. The Committee may engage compensation consultants or other advisors to provide information and advice to the Committee. The costs of such engagements are paid by PTC. The Committee also works with management to ensure compensation is aligned with PTC’s business plan and long-term strategy.

INDEPENDENT COMPENSATION CONSULTANT

officers annually.

Independent Compensation Consultant
The Committee engaged Pearl Meyer & Partners, LLC as its independent compensation consultant for 2017.FY2023. The Committee has 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.

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COMPENSATION DISCUSSION AND ANALYSIS

Pearl Meyer provides a range of services to the Committee to support the Committee in fulfilling its responsibilities, including providing providing:

•
legislative and regulatory updates,
​
•
peer group compensation data, so that the Committee can set compensation for executives,
​
•
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 does not determine or recommendwas paid $173,149 for services to the amount or form ofCompensation Committee in FY2023. No other compensation established.

CONSULTATION WITH MANAGEMENT

was paid to Pearl Meyer for FY2023.

Consultation with Management
Members of management, including our Chief Executive Officer and President, our Chief FinancialPeople Officer, our Executive Vice President, Strategy (who is responsible for Human Resources), our Corporate Vice President, Human Resources, and our General Counsel, participate in Compensation Committee meetings as requested by the Committee to present and discuss the materials provided, including recommendations to be considered relative toon executive pay, and competitive market practices. Thesepractices and performance measures. Although the members of management primarily assist the Committee in understanding PTC’s business plan and long-term strategic direction, developing the performance targets for our performance-based compensation, and understanding the technical or regulatory considerations as well as the motivational factors of the decisions that are intended to drive executive and company performance. Although the Committee solicits input and perspective from management with respect to executive compensation,provide their views, decisions on executive compensation are made solely by the Committee and, in the case of the Chief Executive Officer’s compensation, without the presence of the Chief Executive Officer.

MIX OF COMPENSATION COMPONENTS

Our executives’ compensation consists

Determination of a mix of base salary, annual incentive cash bonus, and performance-based and service-based equity (as shown in the graphic in Executive Summary of 2017 Compensation above). We believe these components provide an appropriate mix of fixed compensation and at-risk compensation that promotes short-term and long-term performance and produces appropriate rewards. With this mix, we provide a competitive base salary and service-based equity while providing our executives the opportunity to earn additional compensation through short-term and long-term performance-based incentives designed to produce a targeted level of performance for PTC.

The mix of compensation for our executives is weighted toward at-risk pay (annual performance-based incentives and performance-based equity incentives), resulting in a pay-for-performance orientation for all our executives.

We consider all pay elements and their impact on each executive’s target direct compensation when making determinations regarding the amount of each element. Our decisions also reflect our belief that long-term equity incentives provide an important motivational and retentive aspect to the executive’s overall compensation package.

Our compensation mix for 2017 was designed to provide approximately 51% of target total compensation through performance-based pay for our CEO and approximately 49% for our other executives. Our annual service-based equity awards to these executives also have an at-risk element as they carry risks of forfeiture and market price decline. We also provide an annual upside performance-based equity opportunity targeting above-plan performance in a strategic area of our business.

How We Determine the Total Amount of Compensation

We make decisions regarding the amount and mix of compensation awarded to each of thesefor our executives based on:

■

objective data provided by our external compensation consultant, Pearl Meyer & Partners (we refer to this as

•
Objective data provided by Pearl Meyer & Partners (the “competitive analysis”);
​
•
Analysis of the scope of each executive’s responsibilities; and
​
•
Internal pay equity among the executives.
​
We use the “competitive analysis”);

■

analysis of the scope of each executive’s responsibilities; and

■

internal pay equity among the executives.


30PTC Inc.  2018 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

The competitive analysis provides detailed comparative data for our executive positions and assesses each component of compensation, including base salary, annual bonus, long-term incentives and total direct compensation, as well as the mix of compensation between base salary, annual bonus and long-term incentives. Weto 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 stockholders.shareholders. We generally target compensation opportunities for our executives with reference toat the median of the market as an initial benchmarkbenchmark. 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 and adjusting our executives’ targetcompensation as we do not believe an external benchmark should be the only determinant of compensation. This approach enables us to attract and retain the level of qualified executive talent necessary to deliver sustained performance.


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TABLE OF CONTENTSBENCHMARKING AND SURVEY DATA

Benchmarking

​

​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
COMPETITIVE ANALYSIS (BENCHMARKING)
The peer group we used to benchmarkfor the elementsFY2023 competitive analysis consists of executive pay was made up of15 publicly-traded U.S. companies within the software industry,companies, most of which are in the enterprise software space, that have revenues and market capitalizations in a range we believe is appropriate for PTC. In evaluating and selecting companies for inclusion in our peer group, weappropriate. We target companies with revenue within an approximately 0.5x to 2x2.5x multiple of PTC’s revenue and an approximately 0.3x0.5x to 3x4.0x multiple of PTC’s market capitalization. However, we may include companies with revenue and/or market capitalizations outside of these parameters if there is strong product and/or service similarity or if they were in our peer group in the prior year and they continue to meet at least one of the parameters.similarity. We believe this group represents the competition for executive talent in our industry. We review the peer group on an annual basisannually to ensure that the companies in the peer group remain relevant and provide meaningful compensation comparisons.

FY2023 COMPENSATION PEER GROUP
​​
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​​
15​
Publicly-traded U.S. software companies
​​​
•
Akamai Technologies, Inc.
​
•
ANSYS, Inc.
​
•
Autodesk, Inc.
​
•
Black Knight, Inc.
​
•
Blackbaud, Inc.
​
​​​
•
Cadence Design Systems, Inc.
​
•
Ceridian HCM Holding Inc.
​
•
Crowdstrike Holdings, Inc.
​
•
F5, Inc.
​
•
Fair Isaac Corporation
​
​​​
•
Guidewire Software, Inc.
​
•
Paycom Software, Inc.
​
•
ServiceNow, Inc.
​
•
Splunk Inc.
​
•
WEX, Inc.
​
​​
The 2017 peer group consisted of the companies listed below. The 20172023 peer group differed from the 20162022 peer group as described below.
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Other Important Elements of Our Compensation Program
Compensation Clawback Policy
We maintain an Executive Compensation Recoupment Policy that complies with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Nasdaq Rule 5608 that enables us to recover performance-based compensation paid to an executive officer if such compensation is later determined to have been unearned due to a restatement of our financial results for the removalperformance period. The policy also enables us to recover performance-based compensation from other executives upon such a restatement and from our executive officers and other executives upon correction of Informatica Corporationprior period operating or other performance measures. The Executive Compensation Recoupment Policy is available in the Governance section of the Investor Relations page of our website at www.ptc.com.
Stock Ownership Requirements
Our executives are required to attain and Solera Holdings, Inc. followingmaintain stock ownership levels of our common stock (options and unvested equity are not counted). For our CEO, that amount is 6x his annual salary and for our other executive officers, that amount is 3x their respective acquisitions, and the additions of Pegasystems Inc. and Rackspace Hosting, Inc. to balance those removals and include additional companies of relevant size in comparable industries.

2017 PEER GROUP

Criteria Matched
CompanyRevenue
$M(1)		     Market
Capitalization
$M(1)		     Product /
Service
Similarity		     Revenue
$700M –
$2,700M		     Market
Capitalization
$1,400M –
$12,450M
PTC$1,179     $4,097
ACI Worldwide, Inc.$1,039$2,407■■■
Akamai Technologies, Inc.$2,239$9,584■■■
Ansys, Inc.$951$7,844■■■
Autodesk, Inc.$2,370$13,087■■
Cadence Design Systems, Inc.$1,739$7,437■■■
Citrix Systems, Inc.$3,340$13,171■■
Fair Isaac Corporation$849$3,474■■■
Mentor Graphics Corporation$1,136$2,293■■■
Nuance Communications, Inc.$1,947$4,669■■■
Open Text Corporation$1,823$7,117■■■
Pegasystems Inc.$708$2,012■■■
Rackspace Hosting, Inc.$2,039$3,143■■■
Red Hat, Inc.$2,052$14,054■
SS&C Technologies Holdings Inc.$1,119$6,104■■■
Synopsys, Inc.$2,317$7,845■■■
Verint Systems Inc.$1,106$2,052■■■

annual salaries. All our executives meet their respective stock ownership requirements.

(1)

​

Revenue is trailing four quarters as of February 2016 and market capitalization is as of February 2016, contemporaneous with the period when we began developing compensation programs and the compensation peer group for 2017.

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TABLE OF CONTENTS
www.ptc.com​31

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​

Survey Data

We also use survey data for additional perspective. For 2017, we used the Radford Global Technology survey.

No Hedging or Pledging of PTC participates in this surveyStock
In order to ensure members of our Board of Directors and believes that it represents a good cross-section of the software industry and that the data is appropriate to PTC’s size and industry. The survey represented 44 software companies with median revenue of $1.7 billion.

QUALITATIVE ANALYSIS OF EXECUTIVE RESPONSIBILITIES AND INTERNAL PAY EQUITY

While we use the objective market data as a starting point for determining the appropriate compensation for our executives, we recognize that circumstances could warrant a deviation from that data. Accordingly, for certain positions for which there are no comparable external benchmarks, we make judgments based on qualitative dimensions of the role to determine compensation levels. We consider both whether the amount seems appropriate given the responsibilities of the position and internal pay equity among the executives. Accordingly, when determining the compensation for Mr. Cohen and Mr. DiBona, for whom there are no comparable positions in our peer group, we looked to the scope of each executive’s responsibilities relative to their closest peers among our executives and established their compensation relative to the corresponding executives’ compensation. Where benchmark data is available, we also consider internal pay equity among the executives as we do not believe an external benchmark should be the only determinant of compensation.

Analysis of Compensation Decisions for 2017

The target total direct compensation we established for each of the named executive officers is set forth in the table below. The considerations associated with establishing the target compensation for the executivesemployees are discussed below the table.

2017 TARGET COMPENSATION

Target Total
Annual Compensation		Target
Long-Term Equity
NameSalaryTarget
Annual Bonus		Performance-
Based Equity		Service-Based
Equity		Target Total Direct
Compensation
James Heppelmann   $800,000   $1,000,000   $3,750,000   $3,750,000         $9,300,000
President and CEO
Andrew Miller$415,000$350,000$1,142,500$1,142,500$3,050,000
Executive Vice President, Chief Financial Officer
Craig Hayman$625,000$475,000$1,500,000$1,500,000$4,100,000
Executive Vice President, Chief Operating Officer
Barry Cohen$415,000$350,000$1,142,500$1,142,500$3,050,000
Executive Vice President, Strategy
Anthony DiBona$363,000$300,000$818,500$818,500$2,300,000
Executive Vice President, Renewal Sales
Robert Gremley(1)$400,000$350,000$1,000,000$1,000,000$2,750,000
Senior IoT Advisor

(1)

Compensation for Mr. Gremley was established when he served as our Group President, IoT Group. Mr. Gremley became our Senior IoT Advisor in February 2017.

32PTC Inc.  2018 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

OVERALL CONSIDERATIONS

We set target compensation opportunities by reference to the median of the peer group benchmark data as an initial benchmark in setting and adjusting our compensation program. This competitive positioning of compensation enables us to attract and retain the experienced and successful executives necessary to drive performance of our business. We also consider internal equity of compensation among our executives. While the Committee attempts to base compensation decisions on the most recent market data available, it also recognizes the importance of flexibility, and may go above or below the market median for any individual or for any specific element of compensation. In addition, the position of each particular executive with respect to the market median may vary based on experience, changes in the market, and the executive’s compensation profile.

For 2017, we continued to use separate performance measures for the annual cash bonus plan and the performance-based equity. We used two operating measures (new software subscription annual contract value and new IoT and Connected Applications bookings) and non-GAAP operating expense as the performance measures for the annual cash bonus plan. We used relative TSR as the performance measure for the performance-based equity. As another component of our performance-based equity program, we made an aspirational performance-based equity award to incentivize the executives to increase new IoT and Connected Applications bookings above plan and above the target under the annual cash bonus plan given the importance of this business to our longer-term growth. This aspirational performance target was a significant stretch goal that, if achieved, would represent 101% growth in new IoT and Connected Applications bookings over 2016. We implemented this upside equity opportunity in 2016 due to the fact that we provide limited upside opportunity in our annual cash bonus plan relative to our peers. We elected to use equity for the upside annual opportunity to further align our executives’ interests with those of our stockholders and motivate executives to focus on important transformative aspects of our business, including our Internet of Things business.

As described below, we also considered whether any additional individual adjustments were warranted based on an executive’s performance or the level of his target total compensation relative to his peers in the compensation peer group. We provide no other benefits or perquisites to our executives.

CONSIDERATIONS FOR MR. HEPPELMANN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

We evaluated Mr. Heppelmann’s 2016 target compensation against our compensation peer group as to individual elements and as to total target compensation and his performance to determine whether any changes beyond those described above should be made to his 2017 target compensation. Given his performance and his compensation relative to his peers, we believed an increase in his compensation was warranted. We did this through a small increase in his annual base salary and, given our preference to align our executive’s compensationaligned with the interests of our stockholders,shareholders, our Trading in Company Securities Policy prohibits the hedging of PTC stock or equity by directors, executives, and employees and transactions in derivative securities whose value is tied to that of PTC stock (including puts, calls, and listed options). The Policy also prohibits the pledging of PTC stock or equity by directors, executives, and employees and short sales of PTC stock.

Our 10b5-1 Plan Policy
We maintain a 10b5-1 Plan Policy applicable to our Board of Directors and our employees, including our executive officers. The 10b5-1 Plan Policy is available in the Governance section of the Investor Relations page of our website at www.ptc.com.
Timing of Equity Grants
We do not time grants either to take advantage of a depressed stock price or an anticipated increase in his target long-term equity compensation.

CONSIDERATIONS FOR MR. MILLER, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER

stock price and have limited the amount of discretion that can be exercised in connection with the timing of awards. We evaluated Mr. Miller’s performancegenerally make awards only on pre-determined dates to ensure that awards cannot be timed to take advantage of material non-public information. Typically, our annual executive awards are made in November after public release of the previous year’s financial results, annual awards to our Board of Directors are made on the day of the annual shareholders’ meeting, and his 2016 target compensation againstawards to our compensation peer group asemployees are made in November and May.

Awards to individual elements and as to total target compensation to determine whether any changes shouldexecutive officers may be made only by the Compensation and People Committee. Other employee awards may be made by either the Committee or by our Chief Executive Officer pursuant to his 2017 target compensation.delegated authority. The Committee generally makes awards only at Committee meetings and generally does not make awards in earningsblackout 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 analysis showed that his target total cash compensation was atChief Executive Officer may make regular awards only on the 50thpercentile15th of the month (or the next succeeding business day if the 15th is not a business day), other than in the months of January, April, July, and October because the 15th of each of those months falls in our prophylactic earnings blackout period, and otherwise pursuant to specifically delegated authority, and, in both cases, only up to established values set by the Committee.
Consideration of Stock-Based Compensation Expense and Dilution
We consider the stock-based compensation peer group for his position, whichexpense and dilution (burn rate) associated with equity awards to executives as we believed was belowdevelop our overall equity compensation program. The expense associated with the appropriate level given his success in driving transformationequity awards is equal to the fair value of the equity issued and is amortized over the vesting period of the award. We monitor this expense and dilution to shareholders as we develop our plans and strive to maintain a program that balances the goals of our business. Accordingly, given our preference for performance-based compensation, we increased his target bonus opportunity to bring his target total cash compensation for 2017 toequity program with the 60thpercentile.

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COMPENSATION DISCUSSION AND ANALYSIS

CONSIDERATIONS FOR MR. HAYMAN, EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER

We evaluated Mr. Hayman’s performanceexpense and his 2016 target compensation against our compensation peer group as to individual elements and as to total target compensation to determine whether any changes should be made to his 2017 target compensation. Because Mr. Hayman joined PTC in 2016 as the President of our Solutions Group business and we negotiated an attractive and competitive compensation package for him at that time, his compensation remained competitive relative to our compensation peer group, even after taking into consideration his promotion to Chief Operating Officer in February 2017.

CONSIDERATIONS FOR MR. COHEN, EXECUTIVE VICE PRESIDENT, CHIEF STRATEGY OFFICER

Mr. Cohen has a unique position for which there is no appropriate match in the peer group or survey data. Mr. Cohen has responsibility for Corporate Strategy, Corporate Development, Corporate Marketing, Academic Programs, and Human Resources. Accordingly, when setting target compensation amounts for Mr. Cohen, we considered his performance and his compensation as compared to our other executives, including consideration of the scope and importance of his responsibilities compared to our other executives. Given the changes we made to our other executives’ compensation and his performance, and our preference for performance-based compensation, we increased his target annual cash bonus for 2017 by the same amount as we did for Mr. Miller to align their compensation opportunities.

CONSIDERATIONS FOR MR. DIBONA, EXECUTIVE VICE PRESIDENT, RENEWAL SALES

Mr. DiBona also has a unique position for which there is no appropriate match in the peer group or survey data. Accordingly, when setting target compensation amounts for Mr. DiBona, we considered his performance and his compensation as compared to our other executives, including consideration of the scope and importance of his responsibilities compared to our other executives. Given the changes we made to our other executives’ compensation and his performance, and our preference for performance-based compensation, we increased his target annual cash bonus for 2017 by the same amount as we did for Mr. Miller and Mr. Cohen.

CONSIDERATIONS FOR MR. GREMLEY, SENIOR IoT ADVISOR

When developing Mr. Gremley’s compensation for 2017, we considered the size and importance of our IoT Group business relative to our overall business, the length of time Mr. Gremley had been in the position and his compensation relative to compensation peers and to our other executives. Given the tenure of Mr. Gremley in that position, we designed his compensation to fall at the 50thpercentile, with most of his compensation to be in equity and performance-based. Upon Mr. Hayman’s promotion to Chief Operating Officer, Mr. Gremley became Senior IoT Advisor for the remainder of the year.

2017 Performance-Based Compensation

The performance measures we develop and use for our performance-based compensation are designed to measure our success against our short-term and long-term business plans and objectives and create value for our stockholders. For 2017, our operating performance measures were designed to support our 2017 corporate goals, and our total stockholder return measure was designed to increase accountability for creating value for our stockholders as recognized by the market.

34PTC Inc.  2018 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

ALIGNMENT OF 2017 CORPORATE GOALS TO 2017 PERFORMANCE-BASED COMPENSATION

GOAL

COMPENSATION

Increase Customer Adoption of
Subscription Licensing

Annual Cash Bonus Plan
New Subscription ACV

Drive Growth in loT and loT Solutions

Annual Cash Bonus Plan
New IoT and Connected Applications Bookings

Annual Upside Equity
New IoT and Connected Applications Bookings above plan

Control Expenses

Annual Cash Bonus Plan
Non-GAAP Operating Expenses

Increase Stockholder Value

Long-Term Performance-Based Equity
Relative TSR through 2019

2017 ANNUAL CASH BONUS PLAN

We selected new IoT and connected applications bookings as a performance measure under the annual cash bonus plan due to the importance to our long-term growth and margin expansion strategies of growing our IoT business. We selected software subscription annual contract value (ACV) as another of the performance measures under our annual cash bonus plan due to the importance to our long-term growth strategy of growing software subscription revenue, which we believe will provide greater value to the company over time as a recurring revenue stream. Finally, we selected non-GAAP operating expense as the third performance measure due to the importance of controlling expenses to expanding our operating margins.

2017 PERFORMANCE-BASED ANNUAL CASH BONUS PLAN DESIGN

Performance MeasureWeighting to
Target		% Earned
Threshold		% Earned
Target(3)

Software Subscription ACV(1)

1/3

New IoT and Connected
Applications Bookings(1)

1/3

Non-GAAP Operating Expense(2)

1/3

Total Bonus

100%


(1)

Our Annualized Contract Value (ACV) and Bookings operating measures are described onAppendix A.

(2)

Non-GAAP Operating Expense is described onAppendix A.

(3)

Payouts under the annual cash bonus plan were capped at 100%, even if performance exceeded the targets. Weighting among the performance measures and credit for exceeding the targets resulted in aggregate achievement at 110.6%.


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COMPENSATION DISCUSSION AND ANALYSIS

ACHIEVEMENT UNDER 2017 PERFORMANCE-BASED ANNUAL CASH BONUS

Performance MeasureThresholdTargetUpside TargetTotal Bonus %
Achieved

Software Subscription ACV

New IoT and Connected Applications Bookings

110.6%(1)

Non-GAAP Operating Expense


(1)Although our annual cash bonus plans usually provide an upside earning opportunity of up to 25% of each executive’s target bonus and we set upside targets for the 2017 cash bonus plan, we modified the 2017 plan to cap the earning opportunity at 100% of each executive’s target bonus. This enabled us to maintain our commitment to increasing earnings per share despite achievement beyond the target performance measures established under the plan.

Amounts Earned under the 2017 Annual Cash Bonus Plan

The table below shows the amount earned by each named executive officer under the 2017 cash bonus plan.

ANNUAL CASH BONUS PLAN AMOUNTS EARNED FOR 2017

Executive Officer     Target
Annual Bonus		     Total %
Earned(1)		     Total
Amount Earned
James Heppelmann   $1,000,000      100%    $1,000,000
President and Chief Executive Officer
Andrew Miller$350,000100%$350,000
Executive Vice President, Chief Financial Officer
Barry Cohen$350,000100%$350,000
Executive Vice President, Strategy
Anthony DiBona$300,000100%$300,000
Executive Vice President, Renewal Sales
Craig Hayman$475,000100%$475,000
Executive Vice President, Chief Operating Officer
Robert Gremley$350,000100%$350,000
Senior IoT Advisor

(1)No upside was payable for performance beyond 100%, even though performance exceeded 100%.

2017 UPSIDE ANNUAL PERFORMANCE-BASED EQUITY

The upside annual performance-based equity award was designed to incentivize our executives to substantially outperform under an element in our annual cash bonus plan. The threshold under the upside annual performance-based equity was the target under the annual cash bonus plan, so no portion of the upside equity could be earned until the target under the annual cash bonus plan was exceeded, after which the upside equity could be earned for achievement above that amount through the upside equity target. Given the importance of growing our IoT business to our long-term growth and margin expansion strategies, we selected new IoT and Connected Applications bookings above the target level under the annual cash bonus plan as the performance measure for the annual upside equity to incentivize our executives to drive adoption of our IoT solutions above plan targets. The threshold amount represented a 42% increase in such bookings over 2016 and the upside target amount represented a 101% increase in such bookings over 2016.

36PTC Inc.  2018 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

Any upside equity earned would vest in three substantially equal annual installments over three years as long as the executive remains employed by PTC. The executives earned 49.2% of the award for performance representing an increase of 71% in new IoT and Connected applications bookings over 2016; the remaining unearned upside equity was forfeited.

2017 ANNUAL UPSIDE PERFORMANCE-BASED EQUITY

Performance MeasureThresholdTarget% Earned
New IoT and Connected Applications Bookings(1)

49.2%


(1)This operating measure is described onAppendix A.

2017 LONG-TERM PERFORMANCE-BASED EQUITY

Performance Measure

We selected relative total shareholder return (TSR) as the performance measure for the 2017 long-term performance-based equity due to the importance of this measure to our investors and given the uncertaintydilution associated with setting appropriate long-term targets during our business model transformation. Our TSR peer group is comprised of all companies in the S&P 400 Midcap Software & Services Index and any of our selected peers that are not included in this Index. We chose this group because we believe it reflects a balanced view of our relative performance. In order to motivate superior performance, we also provided upside earning potential for significant outperformance of the peer group.

Performance Measurement Periods and Earning Potential

There are three applicable performance periods for each of which up to one-third of the Target RSUs granted, plus up to an additional 100% of such amount (“Upside RSUs”) can be earned. The first performance period is one year, the second spans two years and the third spans three years. Target and Upside RSUs not earned in the first or second years can be earned in the third year.

PERFORMANCE MEASUREMENT PERIODS

Measurement Period 1Measurement Period 2Measurement Period 3
FY2017FY 2017 – FY 2018FY 2017 – FY 2019

Performance Targets

RSUs are earned based on the extent to which the relative TSR performance measure is achieved. However, no more than 100% of the Target RSUs can be earned for a period if the stock price for the performance period measurement date is lower than the base 2016 stock price (that is, if absolute TSR is negative), even if relative TSR was achieved above Target during that period. The relative TSR performance measure and earnings potential shown in the 2017 Long-Term Performance-Based Equity Design table below are applicable for each of the three (3) performance measurement periods.

2017 LONG-TERM PERFORMANCE-BASED EQUITY DESIGN

BelowInterim
ThresholdThresholdTargetUpside TargetUpside Target
Performance Measure
PTC Relative TSR(1)		Below
25thPercentile
% Target RSUs to be Earned(2)0%

(1)Companies in the measurement group are PTC compensation peer group companies plus companies in the S&P Mid Cap 400 Software & Services Group.
(2)RSUs earned are capped at 100% of Target RSUs if the performance period measurement date PTC stock price is lower than the 2016 base stock price.

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COMPENSATION DISCUSSION AND ANALYSIS

2017 LONG-TERM PERFORMANCE-BASED EQUITY ACHIEVEMENT FOR 2017 MEASUREMENT PERIOD

Performance Measure% Equity
Earned		Achievement
Relative TSR152.53%

2017 LONG-TERM PERFORMANCE-BASED EQUITY EARNED FOR 2017

Executive Officer     Target Cash Value(1)     Target RSUs(2)     Total
RSUs
Earned		     % Earned(3)
James Heppelmann
President and Chief Executive Officer		            $1,249,997152.53%
Andrew Miller
Executive Vice President,
Chief Financial Officer		$380,833152.53%
Barry Cohen
Executive Vice President, Strategy		$380,833152.53%
Anthony DiBona
Executive Vice President,
Renewal Sales		$272,827152.53%
Craig Hayman
Executive Vice President,
Chief Operating Officer		$499,986152.53%
Robert Gremley
Senior IoT Advisor		$333,329152.53%

(1)Total Target Cash Value for 2017 is one-third of the Total Target Cash Value for the 2017 Performance-Based Equity, determined by multiplying the Target RSUs for the period by the grant date price of a share of PTC stock.
(2)Number of Target RSUs for 2017 was determined by dividing the Total Target Cash Value of the performance-based equity granted by the closing price of a share of PTC stock on the grant date and rounding down to the nearest whole share, and then dividing that number by three so that one-third of the Target RSUs was allocated to each of the three performance periods.
(3)Upside was capped in the aggregate at 100% of each executive’s target RSUs, so the maximum that could be earned for the period was 200%.

Severance and Change in Control Arrangements

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. Each of the agreements has a one-year term and renews automatically for successive one year terms if the Compensation Committee does not terminate the agreement. The agreements are described in more detail underPotential Payments uponUpon Termination or Change in Controlon page 48.

38PTC Inc.  2018 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

ANNUAL REVIEW

The Compensation Committee reviews these agreements each year to determine if these agreements should be maintained, modified or terminated. For 2017, the Committee reviewed current market practices and the terms of the agreements with the Committee’s compensation consultant. Based on this review, the Committee decided that it was appropriate to maintain the agreements.

RATIONALE

The Committee believes that these agreements are important motivationalenable us to motivate and retention tools because,retain our executives in a time of increasedcontinuing consolidation in our industry and increased competition for executive talent, theytalent. They provide a measure of earnings


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TABLE OF CONTENTS
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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.

IMPORTANCE IN CONNECTION WITH A POTENTIAL CHANGE IN CONTROL

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 stockholders,shareholders, even if the executive faces potential job loss. The agreements for our executives have “double triggers” before vesting of any equity is accelerated, 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 the executiveexecutives 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 thean executive that could undermine those efforts.

Equity Ownership

Each

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

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​​2024 PROXY STATEMENT​​
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37
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TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Annual Assessment of Risks Associated with Our Compensation Programs
​​
We assess our compensation plans and programs for employees, including our executives, annually to ensure alignment of the various plans and programs with our business plan and to evaluate the potential risks associated with those plans and programs. For 2023, the Compensation Committee retained Pearl Meyer & Partners, the Compensation Committee’s independent compensation consultant, to assist the Committee in assessing those risks. Based on this assessment, the Compensation Committee concluded that the company’s compensation plans and programs do not create risks that are reasonably likely to have a material adverse effect on PTC.
​​
The Compensation Committee regularly considers the risks associated with our executives’ compensation and performance-based compensation when establishing such compensation. We also consider risk and reward when designing our other employees’ compensation plans and programs. The elements described below with respect to such plans and programs were considered when assessing the risks associated with our compensation programs:
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A detailed planning process with Compensation Committee or executive oversight exists for all compensation programs.
​
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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.
​
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We set performance goals that we believe are morereasonable considering past performance and market conditions.
​
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We use different performance measures for our annual incentive plans and our long-term incentive plans.
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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.
​
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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”.
​
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We generally use service-based vesting over three years for our long-term equity awards to ensure our employees’ interests are aligned with stockholders’ interests if they are stockholders themselves, we maintainthose of our shareholders in the long-term performance of PTC.
​
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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.
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Upside earning opportunity in our annual cash compensation plans and our performance-based equity is capped.
​
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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.
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Our executive stock ownership policy forrequires our executives. The policy requires the CEO and each of the other executives to attainhold a substantial amount of stock (options and maintainunvested equity do not count), which aligns an ownership levelappropriate portion of PTC’s common stock equaltheir personal wealth to 3x and 1x, respectively, their individual annual salary through retentionthe long-term performance of vested equity (other than options). TheExecutive Stock Ownership Policyis available in theCorporate Governancesection of the Investor Relations page of our website atwww.ptc.com.

EQUITY OWNERSHIP REQUIREMENTS (AS A MULTIPLE OF BASE SALARY)

PTC.
Chief Executive Officers3X
Other Executive Officers1X
​

Compensation Clawback Policy

We maintain an executive

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Our compensation recoupmentclawback policy that is intended to enableenables us to recover incentive compensation paid to an executive officer if such compensationit is subsequentlylater determined not to have been unearnedearned due to a restatement of ourprior period financial or operating results, for the performance period as a result of thethus reducing any incentive to engage in misconduct of the executive officer. TheExecutive Compensation Recoupment Policyis available in theCorporate Governancesection of the Investor Relations page of our website atwww.ptc.com.

www.ptc.com39

to meet financial targets.
​

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Timing of Equity Grants

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We do not time grants either to take advantage of a depressed stock price or in anticipation of an increase in stock pricemaintain effective controls 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 datesprocedures to ensure that awards cannot be timed to take advantage of material non-public information. Typically, our annual executive awardsamounts are madeearned and paid in November after public release of the previous fiscal year’s financial results, annual awards to our Board of Directors are made on the day of the annual stockholders’ meeting, and awards to our employees are made in November and May.

Awards to executive officers may be made only by the Compensation Committee. Other employee awards may be made by either the Compensation Committee or by our Chief Executive Officer pursuant to delegated authority. The Compensation Committee generally makes awards only at Committee meetings and generally does not make awards in trading 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 awards only on the 15thof the month (or the next succeeding business day if the 15this not a business day), other than in the months of January, April, July and October because the 15thof each of those months falls in a blackout period, and only up to established values set by the Compensation Committee.

Tax and Accounting Considerations

TAX CONSIDERATIONS

The Compensation Committee considers the tax (individual and corporate) consequences of our executive compensation plans when designing the plans. Through 2017, Section 162(m) of the Internal Revenue Code limited deduction of compensation paid to the chief executive officer and three other most highly compensated executive officers of PTC (other than the chief financial officer) to $1,000,000 unless the compensation was performance-based. Through 2017, our executives’ annual bonuses and performance-based equity awards were provided under stockholder approved plans and were designed to enable deductibility under Section 162(m) as performance-based compensation. Because base salary and service-based RSUs were not considered performance-based compensation under Section 162(m) and no executives’ salary was greater than $1,000,000, compensation that was not deductible was attributable to vesting of service-based RSUs. We believe that the cost associatedaccordance with these awards in excess of the deductible amount was justified by the incentive and retention value provided by the award.

ACCOUNTING CONSIDERATIONS

We also consider the stock-based compensation expense associated with equity awards to executives as part of the expense associated with our overall equity compensation program. The expense associated with the equity awards is equal to the fair value of the equity issued and is amortized over the vesting period of the award. We monitor this expense as we develop our plans and strive to maintain a program that balances the goals of our equity program with the associated expense of the program. For 2017, stock-based compensation expense as a percentage of our market capitalization was below the 25thpercentile relative to our peer group.

Assessment of Risks Associated with our Compensation Programs

We assess our compensation plans and programs for employees, including our executives, annually to ensure alignment of the various plans and programs with our business plan and to evaluate the potential risks associated with those plans and programs. We have concluded that, although we maintain performance-based incentive plans, our compensation plans and programs do not create risks that are reasonably likely to have a material adverse effect on PTC.

For 2017, we reviewed our compensation plans and programs for any changes from 2016 and assessed the risks associated with those changes. We then reviewed performance against the plans to determine whether the performance was achieved and whether any unexpected risks had materialized for those plans. Our assessment concluded that our plans and programs do not create material risks and are appropriate. The results of this assessment were shared with the Compensation Committee, which concurred with the conclusions reached. As stated above, we did not identify any policies or practices that create risks reasonably likely to have a material adverse effect on PTC.

​
​

40​PTC Inc.  2018 Proxy Statement
38
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​​2024 PROXY STATEMENT​​
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Table of ContentsTABLE OF CONTENTS

​
​COMPENSATION DISCUSSION AND ANALYSIS​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​

The Compensation Committee regularly considers the risks associated with executive compensation and corporate incentive plans when designing such plans. The elements described below with respect to such plans and programs have generally been implemented by or at the direction of the Compensation Committee and were considered by the assessment team and the Committee when assessing the risk associated with our compensation programs:

■A detailed planning process with Compensation Committee or executive oversight exists for all compensation programs;
■The proportion of an employee’s performance-based pay increases as the responsibility and potential impact of the employee’s position increases, which structure is in line with market practices;
■All short-term incentive plans and commission plans are cash-based plans, which results in less total compensation being tied solely to stock performance;
■We set performance goals that we believe are reasonable in light of past performance and market conditions;
■We use performance measures that are designed to support our long-term financial goals, rather than changing measures to take advantage of changing market conditions;
■We use different performance measures for our annual incentive plans and our long-term incentive plans;
■Our long-term performance-based equity contains performance measures for each of the three years of the term of the award;
■Our long-term performance-based equity contains a catch-up provision which discourages short-term risk taking based on the duration of the performance measurement period;
■We use restricted stock units rather than stock options for equity awards because restricted stock units 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 use service-based vesting over three years for our long-term equity awards to ensure our employees’ interests are aligned with those of our stockholders for the long-term performance of PTC;
■Assuming achievement of at least a minimum level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach;
■Upside earning opportunity in our annual cash compensation plans is limited to 25% and, for 2017, we provided no upside earning opportunity to our executives under the cash bonus plan. In addition, our performance based equity plans are also capped at a level commensurate with the industry.
■All organizations 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 certain levels of stock (not options, restricted stock units or restricted stock), 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 for 2014 and thereafter if it is subsequently determined not to have been earned due to restatement of prior period financial results due to misconduct of the executive officer, 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.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Donald Grierson, Chairman
Paul Lacy
Robert Schechter

COMPENSATION COMMITTEE
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​​2024 PROXY STATEMENT​​
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39
​

Table of ContentsTABLE OF CONTENTS

​Executive ​

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

Tables

The discussion, tabletables and footnotes below describe the total compensation for 2017 for our named executive officers (our Chief Executive Officer,officers’ compensation and compensation opportunities for 2023 and outstanding equity as of the end of the year. We discuss our Chief Financial Officer,pay for performance compensation philosophy and our four other most highly compensatedhow we set executive officers).

Ascompensation in Compensation Discussion and Analysis above.

Summary Compensation Table
​Name and Principal Position​​​Year​​​
Salary
($)
​​​
Stock
Awards
($)(1)
​​​
Non-Equity
Incentive Plan
Compensation
($)(2)
​​​
All Other
Compensation
($)(3)
​​​
Total
($)
​
​
James Heppelmann
Chairman and Chief Executive Officer
​​​​​2023​​​​​$850,000​​​​​$13,036,021​​​​​$1,721,250​​​​​$9,900​​​​​$15,617,171​​
​​​2022​​​​​$880,962​​​​​$10,350,834​​​​​$1,646,033​​​​​$9,287​​​​​$12,887,115​​
​​​2021​​​​​$800,000​​​​​$11,127,621​​​​​$1,112,000​​​​​$8,754​​​​​$13,048,375​​
​
Neil Barua(4)
CEO-Elect
​​​​​2023​​​​​$431,154​​​​​$12,710,200​​​​​$672,411​​​​​$392,408​​​​​$14,206,173​​
​
Kristian Talvitie
EVP, Chief Financial Officer
​​​​​2023​​​​​$515,000​​​​​$5,214,356​​​​​$695,250​​​​​$11,400​​​​​$6,436,006​​
​​​2022​​​​​$519,231​​​​​$3,363,922​​​​​$645,529​​​​​$10,708​​​​​$4,539,389​​
​​​2021​​​​​$500,000​​​​​$3,616,415​​​​​$556,000​​​​​$8,700​​​​​$4,681,115​​
​
Michael DiTullio
President and Chief Operating
Officer
​​​​​2023​​​​​$536,539​​​​​$5,714,301​​​​​$724,118​​​​​$9,900​​​​​$6,984,857​​
​​​2022​​​​​$468,750​​​​​$3,346,195​​​​​$583,484​​​​​$12,866​​​​​$4,411,295​​
​​​2021​​​​​$424,231​​​​​$3,338,170​​​​​$472,600​​​​​$9,522​​​​​$4,244,523​​
​
Aaron von Staats
EVP, General Counsel
​​​​​2023​​​​​$430,000​​​​​$3,258,594​​​​​$435,375​​​​​$9,900​​​​​$4,133,869​​
​​​2022​​​​​$445,500​​​​​$2,328,760​​​​​$416,360​​​​​$9,150​​​​​$3,199,769​​
​​​2021​​​​​$399,231​​​​​$1,974,936​​​​​$388,500​​​​​$9,029​​​​​$2,771,696​​
​
(1)
Aggregate grant date fair value of awards. Assumptions made in the valuation of these awards are described in COMPENSATION DISCUSSION AND ANALYSIS aboveNote 12 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. For service-based and reflectedoperating performance-based RSUs, the grant date fair value is equal to the number of RSUs granted multiplied by the closing price of our stock on the Nasdaq Stock Market on the grant date and considers the probability of achievement of any performance measures at the time of grant. For the rTSR performance-based RSUs, the value is determined using a Monte Carlo methodology that considers the probability of achievement of the performance measures at the time of grant. The maximum potential value of the operating and rTSR performance based RSUs is 200% of the target RSUs granted.
​
​Executive Officer​​​
Number of 2023 Target
Performance-Based RSUs
(#)
​​​
Maximum Value of Performance-Based RSUs
Based on Closing Price on Grant Date
($)
​
​James Heppelmann​​​​​38,510​​​​​$9,999,507​​
​Kristian Talvitie​​​​​15,404​​​​​$3,999,803​​
​Michael DiTullio​​​​​15,404​​​​​$3,999,803​​
​Aaron von Staats​​​​​9,626​​​​​$2,499,487​​
​
(2)
For all years, these amounts were paid in shares of PTC common stock, with the Summary Compensation Table below, we pay these executive officers a mix of cash and equity compensation. Cash compensation consistsnumber granted determined by dividing the amount earned by the closing price of a base salaryshare of PTC common stock on November 27, 2023, November 15, 2022 and anNovember 12, 2021, respectively.
​
(3)
For Mr. Heppelmann, Mr. Talvitie, Mr. DiTullio, and Mr. von Staats, amounts shown are matching contributions under PTC’s 401(k) Savings Plan, and for Mr. Talvitie, a matching contribution of $1,500 under PTC’s HSA Plan.
​

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40
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​​2024 PROXY STATEMENT​​
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TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
(4)
Mr. Barua’s compensation for 2023 includes $2.7 million worth of equity granted in replacement of unvested equity in ServiceMax, Inc. upon our acquisition of ServiceMax in January 2023, a remaining non-equity incentive plan bonus (Non-Equity Incentivepayment of $54,000 under the ServiceMax FY2023 Bonus Plan, Compensation). We do not generally pay discretionary cash bonusesa payment of $19,740 on his behalf of legal fees incurred in connection with establishing his employment arrangements with us, a payment of $359,855 to these executives, although wefacilitate his relocation from California to the Boston area at our request, and a $9,900 matching contribution under our 401(k) Savings Plan.
​
Grants of Plan-Based Awards
​Name​​​Grant Date​​​Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards		​​​Estimated Possible Payouts
Under Equity Incentive Plan
Awards		​​​
All Other
Stock Awards:
Number of
Securities
Underlying
Stock or Units
(#)
​​​
Grant
Date Fair
Value of
Stock
Awards(1)
($)
​
​
Threshold
($)
​​​
Target
($)
​​​
Maximum
($)
​​​
Threshold
(#)
​​​
Target
(#)
​​​
Maximum
(#)
​​
​
James Heppelmann
Chairman and Chief Executive Officer
​​​​​11/15/2022(2)​​​​​$637,500​​​​​$1,275,000​​​​​$1,721,250​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​11/16/2022(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​9,627​​​​​​19,255​​​​​​38,510​​​​​​​​​​​​$4,577,940​​
​​​11/16/2022(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​9,627​​​​​​19,255​​​​​​38,510​​​​​​​​​​​​$3,458,198​​
​​​11/16/2022(5)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​38,511​​​​​$4,999,883​​
​
Neil Baura
CEO-Elect
​​​​​2/1/2023(2)​​​​​$165,753​​​​​$331,507​​​​​$447,534​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​7/27/2023(6)​​​​​$63,288​​​​​$126,575​​​​​$170,877​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​1/3/2023(7)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​4,325​​​​​$517,486​​
​​​1/3/2023(7)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​18,328​​​​​$2,192,945​​
​​​1/12/2023(8)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,256​​​​​$1,999,909​​
​​​1/12/2023(9)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​22,885​​​​​$2,999,995​​
​​​7/27/2023(10)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​34,413​​​​​$4,999,865​​
​
Kristian Talvitie
Executive Vice
President, Chief
Financial Officer
​​​​​11/15/2022(2)​​​​​$257,500​​​​​$515,000​​​​​$695,250​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​11/16/2022(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​3,851​​​​​​7,702​​​​​​15,404​​​​​​​​​​​​$1,831,176​​
​​​11/16/2022(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​3,851​​​​​​7,702​​​​​​15,404​​​​​​​​​​​​$1,383,279​​
​​​11/16/2022(5)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,404​​​​​$1,999,901​​
​
Michael DiTullio
President and
Chief Operating
Officer
​​​​​11/15/2022(2)​​​​​$257,500​​​​​$515,000​​​​​$695,250​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/23/2023(11)​​​​​$10,692​​​​​$21,384​​​​​$28,868​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​11/16/2022(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​3,851​​​​​​7,702​​​​​​15,404​​​​​​​​​​​​$1,831,176​​
​​​11/16/2022(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​3,851​​​​​​7,702​​​​​​15,404​​​​​​​​​​​​$1,383,279​​
​​​11/16/2022(5)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​15,404​​​​​$1,999,901​​
​​​2/23/2023(12)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​3,841​​​​​$499,945​​
​
Aaron von
Staats
Executive Vice
President,
General Counsel
​​​​​11/15/2022(2)​​​​​$161,250​​​​​$322,500​​​​​$435,375​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​11/16/2022(3)​​​​​​​​​​​​​​​​​​​​​​​​​​​2,406​​​​​​4,813​​​​​​9,626​​​​​​​​​​​​$1,144,306​​
​​​11/16/2022(4)​​​​​​​​​​​​​​​​​​​​​​​​​​​2,406​​​​​​4,813​​​​​​9,626​​​​​​​​​​​​$864,415​​
​​​11/16/2022(5)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,627​​​​​$1,249,873​​
​
(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 Mr. Miller and Mr. Hayman one-time sign-on bonuses in 2015 and 2016, respectively, to compensate them for unvested cash compensation left behind at their prior employers to join PTC. Equity compensation (Stock Awards) consistscommon stock on November 27, 2023, with the number of restricted stock units (RSUs) (50% of which are performance based and 50% of which are service based)shares issued calculated by dividing the amount earned by the closing share price on that aredate.
​
(3)
Performance-based RSUs eligible to vest over three years fromto the date of grant, plus, for Mr. Miller and Mr. Hayman in 2015 and 2016, respectively, awards to compensate them for unvested equity left behind at their prior employers.

We do not provide these executives with pensions orextent the ability to defer compensation or any perquisites. Amounts shown in theAll Other Compensationcolumn reflect the matching cash contribution under our 401(k) Savings Plan for those participating in the plan. Those amounts for Mr. Miller and Mr. Hayman also include relocation payments and relocation tax preparation payments, as applicable.

Summary Compensation Table

Non-Equity
StockIncentive PlanAll Other
AwardsCompensationCompensation
Name and Principal PositionYearSalary ($)Bonus ($)($)(1)($)($)(2)Total ($)
James Heppelmann   2017   $800,000   $—   $9,126,767       $1,000,000         $8,100   $10,934,867
Chief Executive Officer2016$750,000$—$6,608,881$1,115,000$7,950$8,481,877
2015$750,000$—$10,253,701$—$7,950$11,011,651
Andrew Miller(3)2017$415,000$—$2,780,614$350,000$8,100$3,553,714
Chief Financial Officer2016$415,000$—$2,626,270$334,500$147,935$3,523,705
2015$263,365$249,000(4) $3,206,774$—$351,301$4,070,441
Barry Cohen2017$415,000$—$2,780,614$350,000$1,396$3,547,010
Chief Strategy Officer2016$415,000$—$2,626,270$334,500$—$3,375,770
2015$415,000$—$3,192,620$—$—$3,607,620
Anthony DiBona2017$363,000$—$1,992,031$300,000$7,958$2,662,989
EVP, Renewal Sales2016$363,000$—$1,881,497$278,750$7,950$2,531,197
2015$363,000$—$2,288,038$—$7,950$2,658,988
Craig Hayman(5)2017$625,000$—$3,650,610$475,000$108,694$4,859,304
Chief Operating Officer2016$625,000$500,000(4) $7,434,187(6) $529,625$74,753$9,163,565
Robert Gremley(7)2017$400,000$—$2,433,777$350,000$8,377$3,192,154
Senior IoT Advisor

(1)Aggregate grant date fair value of awards plus, for 2015, the value of award modifications made for the year. Assumptions made in the  valuation of these awards are described in Note K to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. For service-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. For the performance-based TSR RSUs, the value was determined using a Monte Carlo methodology that takes into account the probability of achievement of the performance measures at the time of grant. The maximum potential value of the TSR RSUs is 200% of the target value of the TSR RSUs granted. For the 2017 Upside Annual Equity RSUs (described in Compensation Discussion and Analysis and in the Grants of Plan-Based Awards table), the value included in the Stock Awards column for each Named Executive Officer is $0 because the likelihood of achieving the performance goal on the date of grant was not probable. The Upside Annual Equity RSUs were tied to achieving a challenging performance hurdle for 2017, that, if achieved, represented significant performance above our financial plan and that we believed would result in significant stockholder value creation. The maximum potential value of the Upside Annual Equity RSUs was 100% of the Upside Annual Equity RSUs

42PTC Inc.  2018 Proxy Statement

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EXECUTIVE COMPENSATION

granted. Assuming that the achievement of theARR performance measures are met for the 2017 TSR RSUseach of 2023, 2024 and the Upside Annual Equity RSUs had been probable on the grant date, the grant date fair value of the 2017 TSR RSUs and the Upside Annual Equity RSUs would have been as set forth below. For 2017, the2025. Only one-third of the target TSR RSUs that couldgranted are eligible to be earned for 2017 wereeach of 2023, 2024, and 2025. RSUs earned at 152.53%,for a year vest in each of November 2023, 2024, and 2025, as applicable. RSUs not earned in a year are forfeited.

​

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​​2024 PROXY STATEMENT​​
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
(4)
Performance-based RSUs eligible to vest in November 2025 to the extent the three-year relative TSR performance measure is met. RSUs not earned for the three-year performance period are forfeited.
​
(5)
Service-based RSUs that vest over three years. One third of these RSUs vested on November 15, 2023 and the Upside Annual Equityremaining two-thirds will vest in two substantially equal installments on November 15, 2024 and November 15, 2025.
​
(6)
Reflects the increase in the target amount under the annual incentive plan upon his promotion to CEO-Elect. Amount earned was paid in common stock on November 27, 2023, with the number of shares issued calculated by dividing the amount earned by the closing share price on that date.
​
(7)
Service-based RSUs were earned at 49.2%.granted in replacement of unvested ServiceMax equity. These RSUs vested in February and June 2023.
​
(8)
Service-based RSUs that vest on January 12, 2025.
​
(9)
Service-based RSUs that vest over three years. The Upside Annual RSUs earnedwill vest in three substantially equal installments on January 12, 2024, 2025 and 2026.
​
(10)
Service-based RSUs granted upon his appointment as CEO-Elect that vest over three years. The RSUs will vest in three substantially equal installments on August 15, 2024, 2025 and 2026.
​
(11)
Reflects the increase in the target amount under the annual incentive plan upon his promotion to President and Chief Operating Officer. Amount earned was paid in common stock on November 27, 2023, with the number of shares issued calculated by dividing the amount earned by the closing share price on that date.
​
(12)
Service-based RSUs that vest over three years. The RSUs will vest in three substantially equal installments in 2017, 2018,on February 15, 2024, 2025 and 2019. Unearned Upside Annual RSUs were forfeited.

Maximum Value of TSRMaximum Value of Upside
Number of TargetRSUs based on ClosingMaximum Number ofAnnual RSUs based on
Named Executive OfficerTSR RSUsPrice on Grant DateUpside Annual RSUsClosing Price on Grant Date
     James Heppelmann     79,047                   $7,499,979     158,094                        $7,499,979
Andrew Miller24,083$2,284,99524,083$1,142,498
Barry Cohen24,083$2,284,99524,083$1,142,498
Anthony DiBona17,253$1,636,96517,253$818,482
Craig Hayman31,618$2,999,91631,618$1,499,958
Robert Gremley21,079$1,999,97621,079$999,988

(2)Amounts shown are matching contributions under PTC’s 401(k) Savings Plan. For 2017, amounts for Mr. Hayman also include relocation benefits of $56,4320. For 2016, amounts for Mr. Miller and Mr. Hayman include relocation benefits of $136,633 and $73,210, respectively, and, for Mr. Hayman, relocation tax preparation payments of $1,520. For 2015, the amount for Mr. Miller includes relocation benefits of $349,386.
(3)Mr. Miller joined PTC in February 2015.
(4)Sign-on bonus paid upon hire and subject to pro-rata forfeiture if he voluntarily terminated his employment in the first year.
(5)Mr. Hayman joined PTC in November 2015.
(6)Includes a sign-on equity grant valued at approximately $4,000,000 upon hire, half of which vested in November 2016 and the remaining half of which vested in November 2017.
(7)Compensation for Mr. Gremley was established when he served as our Executive Vice President, Technology Platforms. Mr. Gremley became Senior IoT Advisor in February 2017.

Grants of Plan-Based Awards

As discussed in COMPENSATION DISCUSSION AND ANALYSIS above, we tie a substantial portion of our executives’ compensation to PTC’s performance through plan-based awards. For 2017, these awards consisted of:

■An annual cash bonus plan (Non-Equity Incentive Plan Awards),
■Performance-based RSUs that vest to the extent earned in each of the three performance periods over three years (Equity Incentive Plan Awards),
■Performance-based RSUs that vest over three years to the extent earned for the 2017 performance period (Equity Incentive Plan Awards), and
■Service-based RSUs that vest over three years (Other Stock Awards).

We describe our compensation decisions for 2017, including the rationale for these awards and the performance measures, in COMPENSATION DISCUSSION AND ANALYSIS above.

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​

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EXECUTIVE COMPENSATION

2016 GRANTS OF PLAN-BASED AWARDS

Name Grant DateEstimated Possible Payouts Under
Non-Equity Incentive Plan Awards

Estimated Possible Payouts
Under Equity Incentive
Plan Awards
All Other
Stock Awards:
Number of
Securities
Underlying
Stock or Units
(#)		  
Grant Date
Fair Value
of Stock
Awards(1)
($)
  Threshold
($)		  Target
($)		  Maximum
($)		 Threshold
(#)		  Target
(#)		  Maximum
(#)		 
James Heppelmann10/31/2016(2)   $633,000$1,000,000$1,000,000
President and Chief10/31/2016(3)39,52479,047158,094$5,376,777
Executive Officer10/31/2016(4)158,094$0
10/31/2016(5)79,047$3,749,990
Andrew Miller10/31/2016(2)$221,550$350,000$350,000
Executive Vice President,10/31/2016(3)12,04224,08348,166$1,638,116
Chief Financial Officer10/31/2016(4)24,083$0
10/31/2016(5)24,083$1,142,498
Craig Hayman10/31/2016(2)$300,675$475,000$475,000
Executive Vice President,10/31/2016(3)15,80931,61863,236$2,150,652
Chief Operating Officer10/31/2016(4)31,618$0
10/31/2016(5)31,618$1,499,958
Barry Cohen10/31/2016(2)$221,550$350,000$350,000
Executive Vice President,10/31/2016(3)12,04224,08348,166$1,638,116
Strategy10/31/2016(4)24,083$0
10/31/2016(5)24,083$1,142,498
Anthony DiBona10/31/2016(2)$189,900$300,000$300,000
Executive Vice President,10/31/2016(3)8,62717,25334,506$1,173,549
Renewal Sales10/31/2016(4)17,253$0
10/31/2016(5)17,253$818,482
Robert Gremley10/31/2016(2)$221,550$350,000$350,000
Senior IoT Advisor10/31/2016(3)10,54021,07942,158$1,433,789
10/31/2016(4)21,079$0
10/31/2016(5)21,079$999,988

(1)For the service-based awards, 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. The closing price on October 31, 2016 was $47.44. For the performance-based TSR awards, the value at the grant date was determined using a Monte Carlo valuation model. For the aspirational performance-based awards, the value at the grant date was based on the probability of achieving the challenging performance hurdle.
(2)Awards under our annual cash incentive plan. The performance measures were met at the 110.6% level and 100% of the target bonus was earned and paid.
(3)Performance-based RSUs eligible to vest over three years to the extent the relative TSR performance measures are met for each of 2017, 2018 and 2019, with any RSUs not earned in 2017 and 2018 eligible to be earned in 2019. Only one-third of the RSUs granted are eligible to be earned for each of 2017 and 2018. For 2017, the performance period was 2017; for 2018, the performance period is 2017 and 2018; and for 2019, the performance period is 2017, 2018 and 2019. The performance measure for 2017 was met at the 152.53% level and 152.53% of the RSUs for 2017 were earned and vested.
(4)Annual performance-based RSUs eligible to vest over three years to the extent the challenging performance measure for 2017 was earned. Amounts could be earned on a linear basis to the maximum after crossing the threshold. The performance measure was met in part and 49.2% of the RSUs were earned and vest in substantially equal installments on November 15, 2017, 2018 and 2019.
(5)Service-based RSUs. One third of these RSUs vested on November 15, 2017 and the remaining two-thirds will vest in substantially equal installments on November 15, 2018 and November 15, 2019.

44PTC Inc.  2018 Proxy Statement

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EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following table shows the equity awards held by each named executive officer as of September 30, 2017.2023. The equity awards in the table are restricted stock units granted in 20152020 through 2017. No options were outstanding.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

NameStock Awards
Equity Incentive Plan Awards
     Number of
Shares or
Units of Stock
That Have
Not Vested
(#)(1)		     Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)		     Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)(3)		     Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)(2)
James Heppelmann21,355(4)$1,201,85949,759(7)  $2,800,437
President and Chief Executive Officer53,004(5)$2,983,06560,955(8)$3,430,547
79,047(6)$4,448,76579,047(9)$4,448,765
158,094(10)$8,897,530
Andrew Miller9,281(4)$522,33521,625(7)$1,217,055
Chief Financial Officer21,063(5)$1,185,42624,223(8)$1,363,270
24,083(6)$1,355,39124,083(9)$1,355,391
24,083(10)$1,355,391
Craig Hayman27,457(5)$1,545,28031,576(8)$1,777,097
Chief Operating Officer54,914(11)$3,090,56031,618(9)$1,779,461
31,618(6)$1,779,46131,618(10)$1,779,461
Barry Cohen8,429(4)$474,38419,641(7)$1,105,395
Chief Strategy Officer21,063(5)$1,185,42624,223(8)$1,363,270
23,346(6)$1,313,91324,083(9)$1,355,391
24,083(10)$1,355,391
Anthony DiBona6,041(4)$339,98714,077(7)$792,254
Executive Vice President,15,090(5)$849,26517,354(8)$976,683
Renewal Sales17,253(6)$970,99917,253(9)$970,999
17,253(10)$970,999
Robert Gremley5,057(4)$284,60811,785(7)$663,260
Senior IoT Advisor14,748(5)$830,01716,961(8)$954,565
21,079(6)$1,186,32621,079(9)$1,186,326
21,079(10)$1,186,326

See footnotes on following page.

2023.
​​​​​Stock Awards​
​​​​​​​​​​​​​​​​​​​Equity Incentive Plan Awards​
​​​​​
Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#)(1)
​​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2)
​​​
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(3)
​​​
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(2)
​
​
James Heppelmann
Chairman and Chief Executive Officer
​​​​​17,603(4)​​​​​$2,493,993​​​​​​8,801(7)​​​​​$1,246,926​​
​​​27,861(5)​​​​​$3,947,346​​​​​​8,801(8)​​​​​$1,246,926​​
​​​38,511(6)​​​​​$5,456,238​​​​​​13,930(9)​​​​​$1,973,602​​
​​​​​​​​​​​​​​​​​20,896(10)​​​​​$2,960,545​​
​​​​​​​​​​​​​​​​​19,255(11)​​​​​$2,728,048​​
​​​​​​​​​​​​​​​​​19,255(12)​​​​​$2,728,048​​
​​​​​​​​​​​​​​​​​133,346(13)​​​​​$18,892,461​​
​
Neil Barua
CEO-Elect
​​​​​15,256(14)​​​​​$2,161,470​​​​​​​​​​​​​​​​
​​​22,885(15)​​​​​$3,242,347​​​​​​​​​​​​​​​​
​​​34,413(16)​​​​​$4,875,634​​​​​​​​​​​​​​​​

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Table of ContentsTABLE OF CONTENTS

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

Footnotes

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

service-based vesting.
​
(2)
The market value of unvested RSUs was calculated as of September 30, 2023 based on the closing price of a share of our common stock on the NASDAQ Global Select Market on September 29, 2023 of $141.68.
​
(3)
The unvested RSUs shown in this column are subject to performance-based vesting.
​
(4)
FY21 service-based RSUs that vested on November 15, 2023.
​
(5)
FY22 service-based RSUs that vest in two remaining equal installments on November 15, 2023 and 2024.
​
(6)
FY23 service-based RSUs that vest in three substantially equal installments on November 15, 2023, 2024 and 2025.
​
(7)
FY21 performance-based AFCF RSUs that vested on November 15, 2023.
​
(8)
FY21 performance-based rTSR RSUs that vested on November 15, 2023.
​
(9)
FY22 performance-based AFCF RSUs eligible to vest to the extent earned on each of November 15, 2023 and 2024.
​
(10)
FY22 performance-based rTSR RSUs eligible to vest on November 15, 2024 to the extent earned for the three-year relative TSR performance period October 1, 2021 — September 30, 2024.
​
(11)
FY23 performance-based ARR RSUs eligible to vest to the extent earned on each of November 15, 2023, 2024 and 2025.
​
(12)
FY23 performance-based rTSR RSUs eligible to vest on November 15, 2025 to the extent earned for the three-year relative TSR performance period October 1, 2022 — September 30, 2025.
​

(1)​

The unvested restricted stock unit (RSU) awards shown in this column are subject to service-based vesting.

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(2)
2023
Highlights

The market value of unvested RSUs was calculated as of September 29, 2017 based on the closing price of a share of our common stock on the NASDAQ Global Select Market on September 30, 2017 of $56.28.

(3)​

The unvested RSUs shown in this column are subject to performance-based vesting.

(4)​

Service-based RSUs granted on November 10, 2014 (for Mr. Miller, on February 9, 2015) that vested on November 15, 2017.

(5)Proxy
Summary

Service-based RSUs granted on November 2, 2015 (for Mr. Hayman, on November 23, 2015) that vest in two substantially equal annual installments on November 15, 2017 and 2018.

(6)​

Service-based RSUs granted on October 31, 2016 that vest in three substantially equal annual installments on November 15, 2017, 2018 and 2019.

(7)​

Performance-based TSR RSUs granted on November 10, 2014 (for Mr. Miller, on February 9, 2015) that could be earned only to the extent the established performance criteria were met for the performance period ended September 30, 2017. The amount shown is the Target number of shares; additional shares up to 100% of the Target shares could be earned for performance above Target performance. The performance measure was met at 100% and 100% of the Target RSUs vested on November 15, 2017.

(8)Corporate
Governance

Performance-based TSR RSUs granted on November 2, 2015 (for Mr. Hayman, on November 23, 2015) that may be earned only to the extent the established performance criteria are met for each of the two performance periods ending September 30, 2017 and September 30, 2018. The amount shown is the Target number of shares; additional shares up to 100% of the Target shares may be earned for performance above Target performance. Only one half of the Target shares were eligible to be earned for 2017. The performance measure for the 2017 performance period was met at 184.31% and 184.31% of one half of the Target RSUs vested on November 15, 2017. RSUs were earned and vested on November 15, 2017 as follows: Mr. Heppelmann, 48,485 RSUs; Mr. Miller, 19,411 RSUs; Mr. Cohen, 19,411 RSUs; Mr. DiBona, 13,906 RSUs; Mr. Hayman, 25,303 RSUs, and Mr. Gremley, 13,591 RSUs. Shares not earned for the first or second performance periods can be earned in the third performance period. For additional information about this award, please see “Compensation Discussion and Analysis, 2017 Performance-Based Awards” above.

(9)​

Performance-based-TSR RSUs granted on October 31, 2016 that may be earned only to the extent the established performance criteria are met for each of the three performance periods ending September 30, 2017, September 30, 2018 and September 30, 2019. The amount shown is the Target number of shares; additional shares up to 100% of the Target shares may be earned for performance above Target performance. Only one-third of the Target shares were eligible to be earned for 2017. Shares not earned for the first or second performance periods can be earned in the third performance period. For additional information about this award, please see “Compensation Discussion and Analysis, 2017 Performance-Based Awards” above. The 2017 performance measure was met at the 152.53% level and 152.53% of one-third of the Target RSUs vested on November 15, 2017. RSUs were earned and vested on November 15, 2017 as follows: Mr. Heppelmann, 40,190 RSUs; Mr. Miller, 12,245 RSUs; Mr. Cohen, 12,245 RSUs; Mr. DiBona, 8,772 RSUs; Mr. Hayman, 16,076 RSUs, and Mr. Gremley, 10,718 RSUs.

(10)​

Executive
Compensation

​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual performance-based RSUs granted on October 31, 2016 that could be earned only to the extent the challenging performance hurdle for fiscal 2017 was met. The performance measure was met in part and 49.2% of the RSUs became eligible to vest in three substantially equal installments on November 15, 2017, 2018 and 2019.

(11)Meeting
Information

Service-based sign-on RSUs granted on November 23, 2015 that vested on November 15, 2017.

​		​Appendix A​

46PTC Inc.  2018 Proxy Statement

(13)

Table of Contents

EXECUTIVE COMPENSATION

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

The following table shows the value realized by executive officers upon vesting of restricted stock unitsRSUs during 2017.2023. None of the named executive officers owned or exercised options in 2017.

NameStock Awards
     Number of
Shares
Acquired on
Vesting
(#)(1)		     Value
Realized
on Vesting
($)(1)
James Heppelmann,
President and Chief Executive Officer156,454$7,436,259
Andrew Miller,
Executive Vice President,
Chief Financial Officer43,935$2,088,231
Craig Hayman,
Executive Vice President,
Chief Operating Officer91,983$4,371,952
Barry Cohen,
Executive Vice President,
Chief Strategy Officer62,685$2,979,352
Anthony DiBona,
Executive Vice President,
Renewal Sales44,385$2,109,619
Robert Gremley,
Senior IoT Advisor40,018$1,902,056

(1)The table below shows the dates the RSUs that vested in fiscal 2017 were granted, the dates on which they vested, the per share values on those dates, and the number of shares of each grant that vested for each executive.

Grant Date    Grant
Date per
Share
Value		    Vest Date    Vest Date
per Share
Value		    James
Heppelmann		    Andrew
Miller		    Craig
Hayman		    Barry
Cohen		    Anthony
DiBona		    Robert
Gremley
11/11/2013$32.1611/15/2016   $47.5349,232——19,43413,92611,660
11/10/2014$37.0711/15/2016$47.5335,664——14,07810,0888,446
2/9/2015$33.6711/15/2016$47.53—15,499————
11/2/2015$36.1611/15/2016$47.5371,55828,436—28,43620,37119,912
11/23/2015$36.4211/15/2016$47.53——91,983———
10/31/2016$47.4410/31/2016$47.44———737*——
156,45449,93591,98362,68544,38540,018

*Vested to satisfy tax withholding obligations.

www.ptc.com47

2023.
​​​​​Stock Awards​
​Name​​​
Number of Shares
Acquired on
Vesting
(#)
​​​
Value Realized
on Vesting
($)
​
​
James Heppelmann
Chairman of the Board and Chief Executive Officer
​​​​​284,083​​​​​$37,501,797​​
​
Neil Barua
CEO-Elect
​​​​​22,653​​​​​$3,184,986​​
​
Kristian Talvitie
Executive Vice President, Chief Financial Officer
​​​​​47,894​​​​​$6,322,487​​
​
Michael DiTullio
President and Chief Operating Officer
​​​​​45,647​​​​​$6,018,157​​
​
Aaron von Staats
Executive Vice President, General Counsel
​​​​​27,118​​​​​$3,579,847​​
​Grant Date​​​
Grant Date
Share Value
($)
​​​Vest Date​​​
Vest Date
Share Value
($)
​​​# of RSUs​
​James
Heppelmann		​​​Neil
Barua		​​​Kristian
Talvitie		​​​Michael
DiTullio		​​​Aaron von
Staats		​
​11/21/19​​​​​75.08​​​​​​11/15/22​​​​​​132.01​​​​​​71,549​​​​​​​​​​​​​21,268​​​​​​19,438​​​​​​13,803​​
​05/18/20​​​​​68.97​​​​​​05/15/23​​​​​​130.78​​​​​​​​​​​​​​​​​​​​​​​​​​​4,833​​​​​​​​​
​05/18/20​​​​​68.97​​​​​​11/15/22​​​​​​132.01​​​​​​​​​​​​​​​​​​​​4,358​​​​​​​​​​​​​​​​
​09/24/20​​​​​80.28​​​​​​11/15/22​​​​​​132.01​​​​​​144,014​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​11/17/20​​​​​99.13​​​​​​11/15/22​​​​​​132.01​​​​​​44,210​​​​​​​​​​​​​14,367​​​​​​13,261​​​​​​7,846​​
​11/17/21​​​​​119.64​​​​​​11/15/22​​​​​​132.01​​​​​​24,310​​​​​​​​​​​​​7,901​​​​​​6,685​​​​​​5,469​​
​05/31/22​​​​​116.53​​​​​​5/15/23​​​​​​130.78​​​​​​​​​​​​​​​​​​​​​​​​​​​1,430​​​​​​​​​
​01/03/23​​​​​119.65​​​​​​2/15/23​​​​​​133.39​​​​​​​​​​​​​4,325​​​​​​​​​​​​​​​​​​​​​​​
​01/03/23​​​​​119.65​​​​​​6/30/23​​​​​​142.30​​​​​​​​​​​​​18,328​​​​​​​​​​​​​​​​​​​​​​​

Table of Contents

EXECUTIVE COMPENSATION

Potential Payments uponUpon 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 ANALYSISCompensation Discussion and Analysis — Severance and Change in Control Arrangements on page 38.

.


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​​2024 PROXY STATEMENT​​
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TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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 histhe agreement and the terms of his Non-Disclosure, Non-Competition and Inventionthe executive’s Proprietary Information Agreement with PTC, which remains in effect after histhe termination of the executive’s employment.

SUMMARY OF EXECUTIVE AGREEMENT TERMS
REGARDING COMPENSATION
ON CHANGE-IN-CONTROL AND CERTAIN TERMINATIONS

​Name​​​Compensation​​​Event or Circumstances of Termination or Event​
​Termination
without Cause
or Voluntary
Resignation in
Specified
Circumstances		​​​Termination
for Cause
or Other
Voluntary
Resignation		​​​Change in
Control		​​​Termination
without Cause or
Resignation for
Good Reason within
2 Years Following a
Change in Control		​​​Disability or
Death		​
​
James Heppelmann
Chairman of the Board and Chief Executive Officer
​​​Base Salary​​​2x​​​—​​​—​​​3x​​​—​
​Target Bonus​​​
2x(1)
​​​—​​​—​​​3x​​​—​
​Pro-Rated Target Bonus​​​—​​​—​​​1x Pro-Rated​​​—​​​—​
​Accelerated Equity​​​
100%(2)
​​​—​​​—​​​100%​​​100%​
​
Benefits Continuation(3)
​​​2 Years​​​—​​​—​​​2 Years​​​—​
​Payment Term​​​2 Years​​​—​​​Upon Event​​​Upon Event​​​Upon Event​
​Gross-Up Payment​​​—​​​—​​​—​​​—​​​—​
​
Neil Barua
CEO-Elect
​​​Base Salary​​​2x​​​—​​​—​​​2x​​​—​
​Target Bonus​​​2x​​​—​​​—​​​2x​​​—​
​Pro-Rated Target Bonus​​​1x Pro-Rated​​​—​​​1x Pro-Rated​​​1x Pro Rated less
Amount Paid on CIC		​​​—​
​Accelerated Equity​​​
1 Year(4)
​​​—​​​—​​​100%​​​100%​
​
Benefits Continuation(3)
​​​18 Months​​​—​​​—​​​2 Years​​​—​
​Payment Term​​​Upon Event​​​—​​​Upon Event​​​Upon Event​​​Upon Event​
​Gross-Up Payment​​​—​​​—​​​—​​​—​​​—​
​​​​​Compensation​​​Event or Circumstances of Termination or Event​
​Name​​​Termination
without
Cause		​​​Termination
for Cause or
Voluntary
Resignation		​​​Change in
Control		​​​Termination
without Cause or
Resignation for
Good Reason within
2 Years Following a
Change in Control		​​​Disability
or Death		​
​All Other Named Executive Officers​​​Base Salary​​​1x​​​—​​​—​​​1x​​​—​
​Target Bonus​​​1x​​​—​​​—​​​1x​​​—​
​Pro-Rated Target Bonus​​​—​​​—​​​1x Pro-Rated​​​—​​​—​
​Accelerated Equity​​​
1 Year(5)
​​​—​​​—​​​100%​​​100%​
​
Benefits Continuation(3)
​​​1 Year​​​—​​​—​​​1 Year​​​—​
​Payment Term​​​Upon Event​​​​​​​Upon Event​​​Upon Event​​​Upon Event​
​Gross-Up Payment​​​—​​​—​​​—​​​—​​​—​
​
(1)
An aggregate amount equal to two times the average of the annual incentive bonus, if any, paid to the executive for the two fiscal years immediately preceding the fiscal year in which the termination occurs.
​
(2)
For any performance-based equity issued under our annual bonus plan, only a pro-rata portion of such equity based on the percentage of the fiscal year completed at the time of termination will accelerate and vest at the Target level.
​
(3)
Continued participation in PTC’s medical, dental, vision and basic life insurance benefit plans, or payment in lieu thereof if such participation is not permissible until the executive becomes eligible for such benefits under another employer’s plans. Mr. Barua was never eligible for continued participation in our basic life insurance plan. Effective as of November 16, 2023, only Mr. Heppelmann is entitled to continued participation in our basic life insurance plan.
​

Name​
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Event or Circumstances of Termination or Event​​2024 PROXY STATEMENT​​
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TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
Termination
without Cause​		​Termination for
Cause or
Voluntary
ResignationProxy
Summary		​Change in
Control​		Corporate
Governance		Termination
without Cause
or Resignation
for Good Reason
within 3 Years
following
a Change in
Control​		​Executive
Compensation		Disability
or Death
James Heppelmann​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​
President & Chief Executive OfficerAnnual Meeting
Information		​​Appendix A
Base Salary2x——3x—
Target Bonus2x——3x—
Pro-Rated Target Bonus——1x Pro-Rated——
Accelerated Equity———100% at Target(1)100% at Target
Benefits Continuation2x——2x—
Payment Term2 YearsUpon EventUpon EventUpon Event
Gross-Up Payment—————
All Other Named Executive Officers(2)
Andrew Miller
Craig Hayman
Barry Cohen
Anthony DiBona
Base Salary1x——1x—
Target Bonus1x——1x—
Pro-Rated Target Bonus——1x Pro-Rated——
Accelerated Equity———100% at Target(1)100% at Target
Benefits Continuation1x——1x—
Payment TermUpon EventUpon EventUpon EventUpon Event
Gross-Up Payment—————​

(1)Awards prior to FY2017 at Target; FY2017 awards at greater of Target and estimated achievement at time of change in control.
(2)Mr. Gremley did not have an Executive Agreement under which such compensation would be paid after becoming our Senior IoT Advisor.

48PTC Inc.  2018 Proxy Statement

(4)

Table

If such termination or resignation occurs before February 28, 2025, the portions of Contents

EXECUTIVE COMPENSATION

all equity awards held by him issued before July 24, 2023 that were scheduled to vest on or before February 28, 2025 will vest in full.

​
(5)
Effective as of November 16, 2023, for the officers other than Mr. DiTullio, the portion of all equity awards that would have vested in the year following the termination date will vest, and for Mr. DiTullio, all equity held by Mr. DiTullio will remain outstanding and continue to vest in accordance with its terms if his employment is terminated without cause.
​
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
HAD A TERMINATION
EVENT OR A CHANGE-IN-CONTROL OCCURRED ON SEPTEMBER 30, 2017

NameEvent or Circumstances of Termination
     Termination
without Cause		    

Termination for
Cause or
Voluntary
Resignation

     Change in
Control		     Termination
without Cause
or Resignation
for Good Reason
within 3 Years
following a Change
in Control(1)		     Disability
or Death(1)
James Heppelmann
President & Chief Executive Officer
Base Salary$1,600,000            $—$—       $2,400,000$—
Target Bonus2,000,000——3,000,000—
Pro-Rated Target Bonus——1,000,000——
Accelerated Equity———30,472,86228,210,969
Benefits Continuation116,682——116,681—
Total$3,716,682$—$1,000,000$35,989,543$28,210,969
Andrew Miller
Executive Vice President,
Chief Financial Officer
Base Salary$415,000$—$—$415,000$—
Target Bonus350,000——350,000—
Pro-Rated Target Bonus——350,000——
Accelerated Equity———9,043,4088,354,259
Benefits Continuation58,787——58,787—
Total$823,787$—$350,000$9,867,195$8,354,259
Barry Cohen
Executive Vice President,
Chief Strategy Officer
Base Salary$415,000$—$—$415,000$—
Target Bonus350,000——350,000—
Pro-Rated Target Bonus——350,000——
Accelerated Equity———8,842,3208,153,171
Benefits Continuation49,790——49,790—
Total$814,790$—$350,000$9,657,109$8,153,171
Anthony DiBona
Executive Vice President,
Renewal Sales
Base Salary$363,000$—$—$363,000$—
Target Bonus300,000——300,000—
Pro-Rated Target Bonus——300,000——
Accelerated Equity———6,364,8745,871,186
Benefits Continuation63,718——63,718—
Total$726,718$—$300,000$7,091,592$5,871,186

2023
​​​​​Event or Circumstances of Termination​
​Name​​​Termination
without Cause or
Voluntary
Resignation at the
Request of the
Board in
Connection with
CEO Succession		​​​Termination
for Cause
or
Voluntary
Resignation		​​​Change in
Control		​​​Termination
without Cause or
Resignation for
Good Reason within
2 Years following a
Change in Control		​​​Disability
or Death		​
​
James Heppelmann
President & Chief Executive Officer
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Base Salary​​​​$1,700,000​​​​​​—​​​​​​—​​​​​$2,550,000​​​​​​—​​
​Target Bonus​​​​$2,758,032​​​​​​—​​​​​​—​​​​​$3,825,000​​​​​​—​​
​Pro-Rated Target Bonus​​​​​—​​​​​​—​​​​​$1,275,000​​​​​​—​​​​​​—​​
​
Accelerated Equity(1)
​​​​$43,674,135​​​​​​—​​​​​​—​​​​​$43,674,135​​​​​$43,674,135​​
​Benefits Continuation​​​​$123,146​​​​​​—​​​​​​—​​​​​$123,146​​​​​​—​​
​Total​​​​$48,255,313​​​​​$0​​​​​$1,275,000​​​​​$50,172,281​​​​​$43,674,135​​
​
Neil Barua
CEO-Elect
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Base Salary​​​​$1,600,000​​​​​​—​​​​​​—​​​​​$1,600,000​​​​​​—​​
​Target Bonus​​​​$916,164​​​​​​—​​​​​​—​​​​​$916,164​​​​​​—​​
​Pro-Rated Target Bonus​​​​$458,082​​​​​​—​​​​​$458,082​​​​​​—​​​​​​—​​
​
Accelerated Equity(1)
​​​​$4,323,082​​​​​​—​​​​​​—​​​​​$10,279,451​​​​​$10,279,451​​
​Benefits Continuation​​​​$66,564​​​​​​—​​​​​​—​​​​​$79,877​​​​​​—​​
​Total​​​​$7,363,892​​​​​$0​​​​​$458,082​​​​​$12,875,492​​​​​$10,279,451​​

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​​2024 PROXY STATEMENT​​
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Table of ContentsTABLE OF CONTENTS

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

NameEvent or Circumstances of Termination
     Termination
without Cause		    Termination for
Cause or
Voluntary
Resignation		     Change in
Control		     Termination
without Cause
or Resignation
for Good Reason
within 3 Years
following a Change
in Control(1)		     Disability
or Death(1)
Craig Hayman
Executive Vice President,
Chief Operating Officer
Base Salary$625,000            $—$—      $625,000$—
Target Bonus475,000——475,000—
Pro-Rated Target Bonus——475,000——
Accelerated Equity———12,656,07811,751,320
Benefits Continuation58,106——58,106—
Total$1,158,106$—$475,000$13,814,183$11,751,320

(1)
​​​​​Event or Circumstances of Termination​
​​​​​Termination
without Cause		​​​Termination
for Cause or
Voluntary
Resignation		​​​Change
in Control		​​​Termination without
Cause or Resignation for
Good Reason within
2 Years following a
Change in Control		​​​Disability
or Death		​
​
Kristian Talvitie
Executive Vice President, Chief Financial Officer
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Base Salary​​​​$515,000​​​​​​—​​​​​​—​​​​​$515,000​​​​​​—​​
​Target Bonus​​​​$515,000​​​​​​—​​​​​​—​​​​​$515,000​​​​​​—​​
​Pro-Rated Target Bonus​​​​​—​​​​​​—​​​​​$515,000​​​​​​—​​​​​​—​​
​Accelerated Equity​​​​​—​​​​​​—​​​​​​—​​​​​$8,872,143​​​​​$8,872,143​​
​Benefits Continuation​​​​$43,307​​​​​​—​​​​​​—​​​​​$43,307​​​​​​—​​
​Total​​​​$1,073,307​​​​​$0​​​​​$515,000​​​​​$9,945,450​​​​​$8,872,143​​
​
Michael DiTullio
President, Digital Thread Business
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Base Salary​​​​$550,000​​​​​​—​​​​​​—​​​​​$550,000​​​​​​—​​
​Target Bonus​​​​$536,384​​​​​​—​​​​​​—​​​​​$536,384​​​​​​—​​
​Pro-Rated Target Bonus​​​​​—​​​​​​—​​​​​$536,384​​​​​​—​​​​​​—​​
​Accelerated Equity​​​​​—​​​​​​—​​​​​​—​​​​​$9,252,554​​​​​$9,252,554​​
​Benefits Continuation​​​​$56,796​​​​​​—​​​​​​—​​​​​$56,796​​​​​​—​​
​Total​​​​$1,143,180​​​​​$0​​​​​$536,384​​​​​$10,395,734​​​​​$9,252,554​​
​
Aaron von Staats
Executive Vice President, General Counsel
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Base Salary​​​​$430,000​​​​​​—​​​​​​—​​​​​$430,000​​​​​​—​​
​Target Bonus​​​​$323,000​​​​​​—​​​​​​—​​​​​$323,000​​​​​​—​​
​Pro-Rated Target Bonus​​​​​—​​​​​​—​​​​​$323,000​​​​​​—​​​​​​—​​
​Accelerated Equity​​​​​—​​​​​​—​​​​​​—​​​​​$5,611,095​​​​​$5,611,095​​
​Benefits Continuation​​​​$46,230​​​​​​—​​​​​​—​​​​​$46,230​​​​​​—​​
​Total​​​​$799,230​​​​​$0​​​​​$323,000​​​​​$6,410,325​​​​​$5,611,095​​
​
(1)
Equity is valued based on a closing stock price of $56.28 on September 29, 2017.

50PTC Inc.  2018 Proxy Statement

Table of Contents

Proposal 3
Advisory Vote$141.68 on September 29, 2023.

​
Pay Ratio Disclosure
In accordance with SEC rules, we have calculated the ratio between the 2023 compensation of our CEO and the median of 2023 compensation of all our employees excluding our CEO (the “Median Employee Compensation”).
Using reasonable estimates and assumptions permitted under the SEC rules, we gathered the total base salary, incentive compensation, and RSU grant date fair value for 2023 for all employees worldwide, other than our CEO, to Confirmidentify the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2018

median employee. We are asking stockholdersthen calculated the 2023 Median Employee Compensation to confirmbe $82,574 based on the Audit Committee’s selection of PricewaterhouseCoopers LLP, a registered public accounting firm, as PTC’s independent registered public accounting firmmethodology used for the fiscalSummary Compensation Table. Our CEO’s 2023 compensation, as disclosed in the Summary Compensation Table, was $15,617,171, resulting in a ratio of 189:1 between our CEO’s 2023 compensation and the 2023 Median Employee Compensation.

To put this ratio into context, we note that we have a worldwide employee population, with approximately 65% of our employees located outside the U.S. where the competitive amounts we pay differ by country and region. The competitive compensation rates we pay in those countries significantly impact the pay ratio.
We also note that the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
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
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 ending September 30, 2018.

Although stockholder confirmationand 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 selectionCAP amounts shown relates to changes in values of PricewaterhouseCoopers LLP isunvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future changes in value based on changes in our stock price.

The Compensation & People Committee does not required by law oruse CAP as the basis for making compensation decisions. Refer to Compensation Discussion and Analysis above to understand how the Committee makes compensation decisions.
​Year​​​
Summary
Compensation
Total for the
PEO)(1)
($)
​​​
Compensation
Actually
Paid to
the PEO(1)
($)
​​​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(2)
($)
​​​
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)
($)
​​​Value of Initial Fixed $100
Investment Based on:		​​​
Net
Income(4)
($)
(in Millions)
​​​
Free Cash
Flow(5)
($)
(in Millions)
​
​
Total
Shareholder
Return
($)
​​​
Peer Group
Total
Shareholder
Return(3)
($)
​​
​2023​​​​$15,617,171​​​​​$32,849,065​​​​​$7,935,291​​​​​$9,964,001​​​​​$171.28​​​​​$145.51​​​​​$245.5​​​​​$587.0​​
​2022​​​​$12,887,115​​​​​$10,443,199​​​​​$3,899,861​​​​​$4,250,523​​​​​$126.45​​​​​$103.12​​​​​$313.1​​​​​$415.8​​
​2021​​​​$13,048,375​​​​​$43,610,760​​​​​$4,349,703​​​​​$6,216,716​​​​​$144.81​​​​​$128.90​​​​​$476.9​​​​​$344.1​​
​
(1)
Mr. Heppelmann was the PEO for all three years in the table. Amounts deducted from the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”) to the PEO for the years 2023, 2022 and 2021, respectively, include ($13,036,021), ($10,350,834), and ($11,127,621) for the grant date fair value of stock awards. Amounts added to (or subtracted from) the SCT for the years 2023, 2022 and 2021, respectively also include: $13,133,317, $10,347,649 and $14,917,434 for the fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $9,348,375, ($2,517,223) and $25,326,040 for the change in fair value of stock awards that were granted in prior years and still outstanding at the end of each respective year; and $7,786,223, $76,493 and $1,446,533 for the change in fair value of stock awards that were granted in prior years and vested during each respective year.
​
(2)
For 2023, Neil Barua, Kristian Talvitie, Michael DiTullio, and Aaron von Staats were the Non-PEO NEOs. For 2022, Kristian Talvitie, Michael DiTullio, Catherine Kniker, Aaron von Staats, and Troy Richardson were the Non-PEO NEOs. For 2021, Kristian Talvitie, Michael DiTullio, Aaron von Staats, Troy Richardson, and Kathleen Mitford were the Non-PEO NEOs. Amounts deducted from the Average SCT total to calculate Average CAP to the Non-PEO NEOs for the years 2023, 2022 and 2021, respectively, include ($6,724,363), ($2,803,755), and ($3,486,115) for the average grant date fair value of stock awards. Amounts added to (or subtracted from) the Average SCT for the years 2023, 2022 and 2021, respectively also include: $6,153,271, $2,935,187 and $3,921,434 for the average fair value of stock awards that were granted in the year and remain outstanding at the end of the year; $936,590, $228,247 and $1,478,895 for the average change in fair value of stock awards that were granted in prior years and still outstanding at the end of each respective year; $862,031, ($9,017) and $359,468 for the average change in fair value of stock awards that were granted in prior years and vested during each respective year; in 2023, $796,247 for the average fair value of stock awards that were granted in and vested during 2023 (related to Neil Barua’s replacement of unvested equity in ServiceMax, Inc. upon our by-laws,acquisition of ServiceMax in January 2023); and this vote is only advisory,in 2021, ($406,668) for the Board believesaverage fair value of stock awards that it is advisablewere granted in prior years and failed to give stockholders an opportunitymeet the applicable vesting conditions in 2021 (related to provide guidance on this selection. If this confirmation is not received, the Board will request thatcancellation of Kathleen Mitford’s outstanding and unvested stock awards upon her resignation from PTC in May 2021).
​
(3)
The peer group used for the Audit Committee reconsider its selection of PricewaterhouseCoopers LLP.

Peer Group Total Shareholder Return was the S&P 500 Information Technology Index.
​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
(4)
As reported in our Consolidated Statements of Operations for the applicable fiscal reporting year, as provided under Part II Item 8 of our Annual Report on Form 10-K.
​
(5)
We have identified free cash flow as the Company-selected measure to be included in this table, as it represents the most important financial performance measure, not otherwise required to be disclosed in the table, used to link CAP to our executive officers to our performance. See Appendix A for the definition of free cash flow, a non-GAAP financial measure, and its reconciliation to the most directly comparable GAAP measure.
​
Relationship between Compensation Actually Paid Disclosed in the Pay Versus Performance Table and Other Table Elements
As between the compensation of our PEO and the Non-PEO NEOs shown in the Summary Compensation Table and Compensation Actually Paid (CAP) calculated and reflected in the Pay versus Performance Table, the equity awards in the Summary Compensation Table reflect the grant date fair value of the equity awards for that year, while the CAPs reflect adjustments to the fair value of unvested and vested equity awards during the years shown in the Pay Versus Performance Table. Accordingly, neither the Summary Compensation Table nor the Pay versus Performance Table reflect the actual amounts that will be received by our PEO and non-PEO NEOs upon vesting of those awards.
For all years, PEO and non-PEO NEO CAP directionally aligned with our cumulative total shareholder return, with the increases and decreases in our stock price increasing or decreasing total shareholder return and having the same effect on outstanding RSUs and, therefore, CAP. PEO and non-PEO NEO CAP in those years also aligned due to changes in achievement assumptions and actual achievement under outstanding RSUs from that at the grant date. Free cash flow was an element of our PEO’s and non-PEO NEOs’ performance-based compensation for all years, with adjusted free cash flow being the performance measure under the 2021 and 2022 performance-based RSUs and a measure under our PEO’s 2020 retention performance-based equity, and free cash flow being the performance measure under the 2023 annual corporate incentive plan. As free cash flow increased in 2022 over 2021 and further increased in 2023 over 2022, estimated and actual achievement under those outstanding performance-based RSUs increased, thus increasing the PEO’s and non-PEO NEOs’ CAP in those periods, along with share price increases. Net income declined over the period notwithstanding increases in revenue in 2022 over 2021 and in 2023 over 2022. As none of the outstanding performance based RSUs were tied to net income, net income did not significantly affect the CAP of our PEO or non-PEO NEOs in any period.
Performance Measures
We consider the list below to be our most important metrics that link compensation paid to our PEO and other Named Executive Officers to our performance, as they are the key metrics that determine the payouts under our annual Corporate Incentive Plan and Performance-Based RSUs.
​Free Cash Flow​
​Adjusted Free Cash Flow​
​Annual Run Rate (ARR)​
​Relative TSR​

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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
AUDITOR MATTERS
​
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​​PROPOSAL 3​
​
Advisory Vote to Confirm the
Selection of PricewaterhouseCoopers LLP
as Our Independent Registered Public Accounting Firm for
2024​
​
​We are asking shareholders to confirm the Audit Committee’s selection of PricewaterhouseCoopers LLP, a registered public accounting firm, as PTC’s independent registered public accounting firm for the fiscal year ending September 30, 2024.​
​Although shareholder confirmation of the selection of PricewaterhouseCoopers LLP is not required by law or our by-laws, and this vote is only advisory, the Board believes that it is advisable to give shareholders an opportunity to provide guidance on this selection. If this confirmation is not received, the Board will request that the Audit Committee review and reconsider its selection of PricewaterhouseCoopers LLP.​

​
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The Board of Directors recommends that you voteFORthe selection of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.2024.
​

Engagement of Independent Auditor and Approval of Professional Services and Fees

The Audit Committee is responsible for the engagementselection of independent auditor each year and has selected PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the current year. PwC has served in this role since 1992. Representatives of PwC attended all meetings of the Audit Committee in 2023.
Independence of PricewaterhouseCoopers LLP
In order to ensure continued auditor independence, the Audit Committee periodically considers whether there should be a rotation of our independent auditor. The Audit Committee concluded that many factors contribute to the continued support of PwC’s independence, including:
•
Oversight by the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections;
​
•
PCAOB requirements for audit partner rotation; and
​
•
Limitations imposed by regulation and by the Audit Committee on non-audit services provided by PwC.
​

​
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TABLE OF CONTENTS
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Under the auditor independence rules, PwC reviews its independence each year and delivers to the Audit Committee a letter addressing matters prescribed under those rules.
As part of ensuring audit quality, PwC lead audit partners and quality review partners are required to rotate off engagements every five years and other audit partners every seven years. The Audit Committee regards this required partner rotation as striking an appropriate balance between bringing “fresh eyes” to the audit and maintaining a deep understanding of our operations, in part, through continuity of other audit team members. The Audit Committee regards having an independent auditor with a thorough understanding of our operations and the complex accounting rules applicable to our operations as an important benefit of retaining PwC as the independent auditor. As an additional measure to ensure audit quality, PwC practice leaders use systems and processes to manage current and successor PwC audit partners’ portfolios, including understanding their skills and capacity to maintain audit quality.
Policy on Independent Auditor Audit and Non-Audit Services
The Audit Committee is responsible for approving in advance, all audit services and permitted non-audit services to be provided by the independent auditor. TheAccordingly, the Audit Committee has adopted a policy for the engagement of the independent auditor that is intended to maintain the independent auditor’s independence from PTC. In adopting the policy, the Audit Committee considered the various services that the independent auditor has historically performed or may be asked to perform in the future.

The policy, which is reviewedAudit Committee has established, and re-adopted at least annuallymonitors, limits on the amount of audit and non-audit services that we may obtain from PwC.

The policy:
•
Approves the performance by the independent auditor of certain types of services (principally audit-related and tax), subject to restrictions in some cases, based on the Audit Committee:

■

Approves the performance by the independent auditor of certain types of services (principally audit-related and tax), subject to restrictions in some cases, based on the Committee’s determination that engaging the auditor for such services would not be likely to impair the independent auditor’s independence from PTC;

■

Requires that management obtain the specific prior approval of the Audit Committee for each engagement of the independent auditor to perform other types of permitted services;

■

Prohibits the performance by the independent auditor of certain types of services due to the likelihood that its independence would be impaired; and

■

Sets an aggregate expenditure limitation on fees for approved services and provides for fee caps on certain categories of approved services that may not be exceeded without the prior approval of the Committee.

Committee’s determination that engaging the auditor for such services would not be likely to impair the independent auditor’s independence from PTC.

​
•
Requires that management obtain the specific prior approval of the Audit Committee for each engagement of the independent auditor to perform other types of permitted services.
​
•
Prohibits the performance by the independent auditor of certain types of services due to the likelihood that its independence would be impaired.
​
•
Sets an aggregate expenditure limitation on fees for approved services and provides for fee caps on certain categories of approved services that may not be exceeded without the prior approval of the Audit Committee.
​
Any approval required under the policy must be given by the Audit Committee, by the Chairman of the Audit Committee in office at the time, or by any other Audit Committee member to whom the Audit Committee has delegated that authority. The Audit Committee does not delegate its responsibilities to approve services performed by the independent auditor to any member of management.

The standard applied by the Audit Committee in determining whether to grant approval of any engagement of the independent auditor is whether the services to be performed, the compensation to be paid therefor and other related factors are consistent with the independent auditor’s independence under guidelines of the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and applicable professional standards.

The Audit Committee considers:
•
Whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of PTC’s financial statements;
​
•
Whether the independent auditor would be functioning in the role of management or in an advocacy role;
​
•
Whether performance of the service by the independent auditor would enhance PTC’s ability to manage or control risk or improve audit quality;
​
•
Whether performance of the service by the independent auditor would increase efficiency because of the auditor’s familiarity with PTC’s business, personnel, culture, systems, risk profile and other factors; and
​

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​​
PROPOSAL 3​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​

The Committee considers:

■

Whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of PTC’s financial statements;

■

Whether the independent auditor would be functioning in the role of management or in an advocacy role;

■

Whether performance of the service by the independent auditor would enhance PTC’s ability to manage or control risk or improve audit quality;

■

Whether performance of the service by the independent auditor would increase efficiency because of the auditor’s familiarity with PTC’s business, personnel, culture, systems, risk profile and other factors; and

■

Whether the amount of fees involved, or the proportion of the total fees payable for tax and other non-audit services, would tend to reduce the independent auditor’s ability to exercise independent judgment in performing the audit.

•
Whether the amount of fees involved, or the proportion of the total fees payable for tax and other non-audit services, would tend to reduce the independent auditor’s ability to exercise independent judgment in performing the audit.
​
PricewaterhouseCoopers LLP Professional Services and Fees

The table below shows the fees we paid for professional services rendered by PricewaterhouseCoopers LLP for 20172023 and 2016.2022. All of the fees disclosed below were pre-approved by the Audit Committee in accordance with theour policy described above.

PRICEWATERHOUSECOOPERS LLP SERVICES AND FEES

Type of Professional Service     Fiscal 2017     Fiscal 2016
Audit Fees$2,427,219$3,279,500
Audit-Related Fees(1)$160,848$557,000
Tax Fees(2)$1,478,003$1,570,915
All Other Fees(3)$1,800$1,800

(1)

Consists principally of fees for services related to comfort letter procedures in connection with a public debt offering in 2016 and consultations concerning financial accounting and reporting standards.

(2)

Consists principally of fees related to tax compliance, tax planning and tax advice services, and tax compliance services related to PTC’s expatriate employees (including assistance with individual tax compliance that PTC provides as a benefit to these employees) as follows:


     Type of Tax Service     Fiscal 2017     Fiscal 2016
Tax compliance and preparation services (comprised of preparation of original and amended tax returns, claims for refunds, and tax payment planning services)$288,717$286,502
Tax compliance services related to PTC’s expatriate employees$530,805$373,541
Other tax services, including tax planning and advice services and assistance with tax audits$658,482$910,872
Total$1,478,003$1,570,915

(3)

Consists of fees for accounting research software.


52PTC Inc.  2018 Proxy Statement

Table of Contents

PROPOSAL 3

Report of theon Independent Auditor Audit Committee

The Audit Committee:

■

Reviewed and discussed the audited financial statements for 2017 with management and with PricewaterhouseCoopers LLP;

■

Discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board;

■

Discussed with PricewaterhouseCoopers LLP its independence from PTC and its management, including the matters in the letter and written disclosures received from PricewaterhouseCoopers LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and

■

Considered whether the independent auditor’s provision of the non-audit related services to PTC that are described above is compatible with maintaining independence.

Based on the Committee’s review and discussions with managementNon-Audit Services.

​Type of Professional Service​​​2023
($)		​​​2022
($)		​
​Audit​​​​​3,394,719​​​​​​2,842,754​​
​Audit-Related​​​​​28,800​​​​​​53,258​​
​
Tax(1)
​​​​​2,878,132​​​​​​2,154,417​​
​
All Other(2)
​​​​​900​​​​​​900​​
​Total​​​​​6,302,551​​​​​​5,051,329​​
​
(1)
Fees for tax compliance and PricewaterhouseCoopers LLPtax planning and the Committee’s review of the independent auditor’s report to the Committee, the Committee recommended to the Board of Directors that the audited financial statements be included in PTC’s Annual Report on Form 10-Ktax advice services, as follows:
​
​Type of Tax Service​​​2023
($)		​​​2022
($)		​
​Tax Preparation and Related Compliance Services
(preparation of tax returns, claims for refunds, and tax payment planning services)		​​​​​978,132​​​​​​754,417​​
​Other Tax Services
(tax planning and advice services and assistance with tax auditors)		​​​​​1,900,000​​​​​​1,400,000​​
​Total​​​​​2,878,132​​​​​​2,154,417​​
​
(2)
Fees for the year ended September 30, 2017 for filing with the Securitiesaccounting research and Exchange Commission.

Audit Committee

Paul Lacy, Chairman
Janice Chaffin
Phillip Fernandez
Corinna Lathan
Robert Schechter

compliance software.

​
Attendance at the Annual Meeting

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and will also be available to respond to appropriate questions from stockholders.

shareholders.

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

Information aboutthe Audit Committee

The Audit Committee:
•
Reviewed and discussed the audited financial statements for FY2023 with management and with PricewaterhouseCoopers LLP;
​
•
Discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board;
​
•
Discussed with PricewaterhouseCoopers LLP its independence from PTC Common Stock Ownership

and its management, including the matters in the letter and written disclosures received from PricewaterhouseCoopers LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and

​
•
Considered whether the independent auditor’s provision of the non-audit related services to PTC that are described above is compatible with maintaining independence.
​
Based on the Audit Committee’s review and discussions with management and PricewaterhouseCoopers LLP and the Audit Committee’s review of the independent auditor’s report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in PTC’s Annual Report on Form 10-K for the year ended September 30, 2023 filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
INFORMATION ABOUT PTC COMMON STOCK OWNERSHIP
Stockholders thatWho Own at leastLeast 5% of PTC

The following table shows all persons we believe to be beneficial owners of more than 5% of PTC common stock as of November 30, 2017.2023. “Beneficial owners” of PTC common stock are those who have the power to vote or to sell that stock. Our information is based in part on reports filed with the Securities and Exchange Commission (SEC) by the firms listed in the table below. If you wish, you may obtain these reports from the SEC.

StockholderNumber of Shares
Beneficially
Owned(1)		     Percentage of
Common Stock
Outstanding(2)
BlackRock, Inc.(3)9,977,389(3)8.59%
55 East 52ndStreet
New York, NY 10022
The Vanguard Group(4)8,757,707(5)7.54%
100 Vanguard Boulevard
Malvern, PA 19355

(1)​

Stockholder

​​​
Number of Shares beneficially owned based on information available to us and applicable regulations. This does not constitute an admission by any stockholder that such stockholder beneficially owns the shares listed. Unless otherwise indicated, each stockholder referred to above has sole voting and investment power over the shares listed.


Beneficially Owned(1)
(#)
​​​
Percentage of Common
Stock Outstanding(2)
​
(2)​

For purposes of determining the percentage of common stock outstanding, the number of shares deemed outstanding consists of the 116,125,277 shares outstanding as of November 30, 2017.

(3)

As reported on Schedule 13G filed January 25, 2017, BlackRock, Inc. is a parent holding company that has beneficial ownership of the shares reported through its subsidiaries. BlackRock has sole voting power over 9,555,490 of such shares and sole dispositive power over all such shares.

(4)

As reported on Schedule 13G filed February 13, 2017,

The Vanguard Group is an investment adviser that has sole voting power over 67,591 of such shares, shared voting power over 12,824 of such shares, sole dispositive power over 8,682,898 of such shares and shared dispositive power over 74,809 of such shares.


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100 Vanguard Boulevard
Malvern, PA 19355
PTC Inc.  2018 Proxy Statement

Table of Contents

​INFORMATION ABOUT PTC COMMON STOCK OWNERSHIP​​​​12,246,328(3)​​​​​​10.25%​​
​
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
​​​​​8,972,641(4)​​​​​​7.51%​​

​
(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.
​
(2)
For purposes of determining the percentage of common stock outstanding, the number of shares deemed outstanding consists of the 119,436,935 shares outstanding as of November 30, 2023.
​
(3)
As reported on Schedule 13G filed February 9, 2023, The Vanguard Group is an investment adviser that has shared voting power over 159,797 of such shares, sole dispositive power over 11,800,171 of such shares and shared dispositive power over 446,157 of such shares.
​
(4)
As reported on Schedule 13G filed February 3, 2023, BlackRock, Inc. is a parent holding company that has beneficial ownership of the shares reported through its subsidiaries. BlackRock has sole voting power over 8,146,094 of such shares and sole dispositive power over all 8,972,641 shares.
​
Stock Owned by Directors and Officers

The following table shows the PTC common stock beneficially owned by PTC’s current directors and named executive officers, as well as all current directors and executive officers as a group, as of November 30, 2017.

Director or Executive Officer     Number of Shares
Beneficially
Owned(1)		     Percentage of
Common Stock
Outstanding(2)
Janice Chaffin37,1860.03%
Donald Grierson62,3000.05%
Phillip Fernandez12,5750.01%
Klaus Hoehn20,5270.02%
Paul Lacy57,5860.05%
Corinna Lathan—(3)—
Robert Schechter64,8260.06%
James Heppelmann662,5290.57%
Andrew Miller104,4640.09%
Barry Cohen124,2240.11%
Anthony DiBona39,4580.03%
Craig Hayman119,0820.10%
All directors, nominees for director, and current executive officers as a group (14 persons)1,378,3701.19%

2023.

(1)​

Shares beneficially owned based on information available to us and applicable regulations. This does not constitute an admission by any stockholder that such stockholder beneficially owns the shares listed. Unless otherwise indicated, each stockholder referred to above has sole voting and investment power over the shares listed.

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TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
(2)
2023
Highlights

​

​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
​Director or Officer Name​​​
Number of Shares
Beneficially Owned(1)
(#)
​​​
Percentage of Common
Stock Outstanding(2)
​
​Mark Benjamin​​​​​6,399​​​​​​*​​
​Janice Chaffin​​​​​54,236​​​​​​*​​
​Amar Hanspal​​​​​3,776​​​​​​*​​
​Michael Katz​​​​​1,530​​​​​​*​​
​
Paul Lacy(3)
​​​​​58,636​​​​​​*​​
​Corinna Lathan​​​​​7,703​​​​​​*​​
​
Janesh Moorjani(4)
​​​​​—​​​​​​—​​
​Robert Schechter​​​​​67,334​​​​​​*​​
​James Heppelmann​​​​​1,003,357​​​​​​*​​
​
Neil Barua(5)
​​​​​22,080​​​​​​*​​
​Kristian Talvitie​​​​​69,368​​​​​​*​​
​Michael DiTullio​​​​​64,742​​​​​​*​​
​Catherine Kniker​​​​​15,194​​​​​​*​​
​Aaron von Staats​​​​​26,421​​​​​​*​​
​All directors, nominees for director, and current executive officers as a group (14 persons)​​​​​1,400,776​​​​​​1.17%​​
​
*
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 116,125,277 shares outstanding as of November 30, 2017, and any shares subject to RSUs held by the person that vest on or before January 30, 2018.

(3)

Ms. Lathan joined the Board on August 15, 2017 and, accordingly, none of her equity has vested.

Our Directors and Executive Officers Meet their Stock Ownership Requirements

All of our directors and executive officers hold PTC stock in excess of the amounts required under our Director119,436,935 shares outstanding as of November 30, 2023, and Executive Stock Ownership Policies. Our stock ownership policies enable new directors and executive officers to achieve the required ownership thresholds throughany shares that will be issued upon vesting of equity awardsRSUs on or before January 29, 2024.

​
(3)
Includes 42,000 shares held indirectly in a trust.
​
(4)
Mr. Moorjani joined the Board on June 7, 2023 and those directors and executive officers are deemedwas granted 4,037 RSUs that will first vest in compliance with the applicable policy until such equity vests.

CEOAll Other Executive OfficersDirectors
3x Annual Salary Required1x Annual Salary Required5x Annual Cash Retainer Required

James Heppelmann

Andrew Miller

Robert Schechter

Barry Cohen

Janice Chaffin

Anthony DiBona

Donald Grierson

Craig Hayman

Phillip Fernandez

Matthew Cohen

Klaus Hoehn

Aaron von Staats

Paul Lacy

Corinna Lathan


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part on February 14, 2024.
​

Table of Contents

INFORMATION ABOUT PTC COMMON STOCK OWNERSHIP

(5)
Includes 7,629 shares under RSUs that vest on January 12, 2024.
​
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that our insiders—our directors, executive officers and directors and other persons who beneficially own more than 10%-or-greater stockholders— of a registered class of our equity securities file reports with the SEC on their initial beneficialreports of ownership and reports of changes in ownership of PTC common stockshares and any subsequent changes (in this case, “beneficial ownership” meansother equity securities. Such executive officers and directors and other persons who beneficially own more than 10% of a pecuniary interest inregistered class of our equity securities are required by the shares).

SEC to furnish us with copies of all such ownership reports filed by such reporting persons.

Based solely on our review of allsuch reports filed by our insidersfurnished to us or written representations from insiders that all reportable transactions were reported,provided to us by the reporting persons, we believe that all of our insiders filedapplicable ownership reporting requirements were complied with in the year ended September 30, 2023, except that one Form 4, covering a sale made on a timely basis all reports required by Section 16(a) for 2017, except for one report for Mr. Hoehn to report a vesting of RSUs thatFebruary 15, 2023 was inadvertently filed late by the company.

on behalf of Dr. Lathan due to an internal clerical error.

56​PTC Inc.  2018 Proxy Statement
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Table of ContentsTABLE OF CONTENTS

​Transactions with Related Persons

​​

​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
TRANSACTIONS WITH RELATED PERSONS
Review of Transactions with Related Persons

We have a written policy regarding the review, approval, and ratification of transactions involving related persons. Related persons include our directors, executive officers, and persons or entities that beneficially own more than 5% of our outstanding common stock and their respective immediate family members as defined in applicable SEC regulations.
Our Audit Committee is responsible for reviewing and approving or ratifying any related party transaction exceeding a specified threshold (unless such transaction involves the compensation of an executive officer whose compensation is reviewed and approved by the Compensation Committee). In reviewing such transactions, the Audit Committee considers whether:

■

the transaction has an appropriate business purpose,

■

the terms of the transaction are not less favorable to PTC than those that could be obtained from an unrelated third party,

■

it is necessary or desirable for PTC to enter into the transaction at that time,

■

the amount of consideration to be paid or received by PTC is appropriate, and

■

entering into the transaction with the related person rather than an independent third party is desirable.

•
The transaction has an appropriate business purpose;
​
•
It is necessary or desirable for PTC to enter into the transaction at that time;
​
•
The amount of consideration to be paid or received by PTC is appropriate; and
​
•
Entering into the transaction with the related person rather than an independent third party is desirable.
​
All related person transactions described below were reviewed and approved by the Audit Committee or the Compensation Committee in accordance with such policy.

Transactions with Related Persons

Matthew Cohen, our Executive Vice President of Customer Success, is the son of Barry Cohen, our Executive Vice President, Chief Strategy Officer. Matthew Cohen earned a salary of $400,000, a performance bonus of $350,000 and was granted $1,111,170 worth of performance-based restricted stock units (RSUs) and $775,000 worth of service-based RSUs for 2017, which RSUs vest in 2017, 2018 and 2019 to the extent the applicable performance and service-based criteria are met. As an executive officer, Matthew Cohen’s compensation is established by the Compensation Committee and the amounts paid were commensurate with those of his peers.

Howard Heppelmann, our Divisional General Manager, Manufacturing Solutions,Vice President, IoT, is the brother of James Heppelmann, our President and Chief Executive Officer. Howard Heppelmann is not an executive officer of PTC. Howard HeppelmannFor 2023, he earned a salary of $265,828, a performance$315,000, an incentive bonus of $150,525, medical and tax equalization benefits of $12,739$170,000, and was granted $224,960$299,907 worth of service-based RSUs for 2017, which RSUsthat vest in 2017, 2018 and 2019 to the extent the applicable service-based criteria are met.three equal annual installments. The amounts paid were commensurate with those of his peers.


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​Stock Performance Graph

The Stock Performance Graph below compares the cumulative stockholder return on our common stock from September 30, 2012 to September 30, 2017 with the cumulative return over the same period of:

​
■​the S&P 500 Index,​​​​​​​​​​​​​​​​​​​​​​​​​
■
2023
Highlights
the NASDAQ Composite Index, and
■​the NASDAQ Computer & Data Processing Index.

The Stock Performance Graph assumes that the value of the investment in PTC common stock and each of the comparison groups was $100 on September 30, 2012 and assumes the reinvestment of dividends. We have never declared a cash dividend on our common stock.

The stock price performance depicted in the graph below is not necessarily indicative of future price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

*​$100 invested on 9/30/12 in stock or index, including reinvestment of dividends. Fiscal year ending September 30.

     9/30/2013     9/30/2014     9/30/2015     9/30/2016     9/30/2017
PTC Inc.$130.73$169.50$145.80$203.54$258.52
S&P 500$119.34$142.89$142.02$163.93$194.44
NASDAQ Composite$123.38$148.79$154.52$178.82$220.25
NASDAQ Computer & Data Processing$125.10$161.87$169.48$215.27$279.57

58Proxy
Summary		PTC Inc.  2018 Proxy Statement

Table of Contents

Stockholder Proposals and Nominations

How to Submit a Proposal

We plan to hold the 2019 Annual Meeting of Stockholders on March 6, 2019. If you wish to nominate a person for election as a director or make another proposal for consideration at the 2019 Annual Meeting, you must give written notice to us between September 26, 2018 and October 26, 2018, including the information required by our by-laws. The information required by our by-laws with respect to director nominations is described below.

In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some proposals may be included in our proxy statement and proxy card. If you desire that such a proposal be included in our proxy statement and proxy card, you must give written notice to us no later than September 26, 2018.

Your written proposal must be sent to:​Aaron C. von Staats
​SecretaryCorporate
Governance
​​Executive
Compensation		​​Auditor
Matters		​​PTC Inc.
Stock
Ownership		140 Kendrick Street
​Needham, Massachusetts 02494​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​

In order to limit controversy as to the date on which PTC receives a proposal, you should submit your proposal by Certified Mail-Return Receipt Requested.

Information to be Provided in Connection with Director Nominations

If you wish to recommend a person for election as a director, your proposal should include the information described below and a brief statement describing the reasons you believe the person would be an effective director for PTC.

Candidates recommended by stockholders are reviewed in the same manner and using the same general criteria as candidates recommended by the Corporate Governance Committee and/or the Board.

INFORMATION ABOUT THE DIRECTOR NOMINEE

You must provide the following information about the director nominee:

ANNUAL MEETING AND VOTING
General Information
2024 ANNUAL MEETING OF PTC STOCKHOLDERS
■​the name, age, and business and residence addresses of the person,​
[MISSING IMAGE: ic_when-pn.jpg]WHEN
​​
[MISSING IMAGE: ic_where-pn.jpg]WHERE
​​
[MISSING IMAGE: ic_recorddate-pn.jpg]RECORD DATE
​​
■​the principal occupation or employment of the person for the past five years, as well as information about any other board of directors and board committee on which the person has served during that period,
■​the number of shares of Wednesday, February 14, 2024
10:00 a.m. Boston Time		​​PTC stock, if any, beneficially owned by the person,
■Inc.
121 Seaport Boulevard
Boston, MA 02210		whether or not the person is currently “independent” from PTC under the independence standards of the NASDAQ Stock Market and all facts that currently prevent the person from being independent under such standards, if applicable, and
■​any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

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Table of Contents

STOCKHOLDER PROPOSALS AND NOMINATIONS

INFORMATION ABOUT THE NOMINATING STOCKHOLDER

You must provide the following information about yourself:

■your name and record address and the name and address of the beneficial owner of our shares, if any, on whose behalf the proposal is made,
■a description of all familial, compensatory, financial and/or other relationships, arrangements and transactions, existing at any time within the preceding three years or currently proposed, between the director nominee and you or the beneficial owner of our shares on whose behalf the proposal is made, if any, or any of your or their respective affiliates and associates, and
■the details of all the following that are held and/or beneficially owned, directly or indirectly, including through any entity, by you and by such beneficial owner, if any:

■the number of shares of PTC stock,
■any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to PTC stock or with a value derived in whole or in part from the value of PTC stock, whether or not such instrument or right is subject to settlement in PTC stock or otherwise (a “derivative instrument”) and any other direct or indirect opportunity of any such person to profit or share in any profit derived from any increase or decrease in the value of PTC stock,
■any proxy, contract, arrangement, understanding, or relationship pursuant to which you or such other beneficial owner, if any, has a right to vote any shares of PTC stock,
■any short interest in PTC stock (that is, if you directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have the opportunity to profit or share in any profit derived from any decrease in the value of PTC stock),
■any rights to dividends on PTC stock that are separated or separable from PTC stock, and
■any performance-related fees (other than an asset-based fee) that you or such beneficial owner, if any, is entitled to, based on any increase or decrease in the value of PTC stock or derivative instruments, if any,All stockholders as of the record date, of your notice, including without limitation any such interest held by members of your immediate family sharingDecember 8, 2023, have the same household.right to attend and vote at the Annual Stockholders’ Meeting.​​

The Committee may require any proposed nominee

HOW TO VOTE
​​
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ONLINE
​
​​
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BY MAIL
​
​​
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SCAN
​
​​​​​
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BY PHONE
​
​​
[MISSING IMAGE: ic_inperson-pn.jpg]
IN PERSON
​
​​
​​
at www.proxyvote.com
​​if you received a
printed version
of these proxy
materials		​​the QR code on
your proxy card or
notice using your
mobile device		​​
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​​touch-tone if you
received a printed
version of these
proxy materials		​​attend the annual
meeting and cast
your ballot		​​
​​Whether you plan to attend the Annual Meeting or not, we encourage you to vote promptly. Voting before the Annual Meeting will not affect your right to attend the Annual Meeting.​​
Proposals to furnish such other information as it may reasonably require to determineBe Voted on at the proposed nominee’s eligibility, or lack thereof, to serve as a director of PTC.

60PTC Inc.  2018 Proxy Statement

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Additional Information About the Annual Meeting and Voting

PROPOSALS TO BE VOTED ON AT THE MEETING

Standard
Proposal​ProposalBoard
Recommendation​		​​Board Recommendation​​​
Vote Required(1)
​​​Broker
Discretionary

Voting Allowed		​
​
1​
​​​Elect eightnine directors to serve until the 20182025 Annual Meeting
of Stockholders.Stockholders		​FOR​​Plurality(2)
[MISSING IMAGE: ic_tick-pn.gif]
FOR all director
nominees
​
​​​
Plurality(2)
​​​No​
​
2​
​​​Advisory vote to approve the compensation of our named executive
officers (say-on-pay).(Say-on-Pay)		​FOR​​
[MISSING IMAGE: ic_tick-pn.gif]
FOR
​
​​​Majority
Votes Cast		​​​No​
​
3​
​​​Advisory vote to confirm the selection of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for the
current fiscal year.2024		​FOR​​
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FOR
​
​​​Majority
Votes Cast		​​​Yes​

​
(1)
Plurality means that the nominees for director receiving the greatest number of votes will be elected. Majority means that a proposal that receives an affirmative majority of the votes cast will be approved. Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote.
​

(1)​

Plurality means that the nominees for director receiving the greatest number of votes will be elected. Majority means that a proposal that receives an affirmative majority of the votes cast will be approved. Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote.

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​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC has a majority voting policy under which a director who receives more “Withhold” votes than “For” votes is required to tender his or her resignation and the board is required to evaluate the proposed resignation and announce its decisionStock
Ownership		​​Transactions with respect to such resignation.


Related Persons		​​Annual Meeting
Information		​​Appendix A​

(2)
PTC has a majority voting policy under which a director who receives more “Withhold” votes than “For” votes is required to tender his or her resignation and the Corporate Governance Committee is required to evaluate the proposed resignation and announce its decision with respect to such resignation.
​
Effect of Abstentions and Broker Non-Votes

If you abstain from voting on any of the proposals, or if your broker or bank does not vote on any proposal because it has not received instructions from you and is not permitted to vote in its discretion (a broker non-vote), it will not count as a vote for or against any proposal.

Voting by Proxy

You may vote by proxy using the Internet by following the instructions on your notice or proxy card. If you requested a printed set of materials, you may also vote by telephone or by mail by following the instructions on the proxy card.

Voting methods differ depending on whether you are a registered stockholder (that is, you hold your stock in your own name) or you hold your shares in “street name” (that is, in the name of a brokerage firm or bank that holds your securities account). In either case, you must follow the procedures described on your notice or proxy card.

When you vote, you are giving your “proxy” to the individuals we have designated to vote your shares at the meeting as you direct. If you do not make specific choices, they will vote your shares in accordance with the Board’s recommendations as set forth above. If any matter not listed in the Notice of Meeting is properly presented at the Annual Meeting, they will vote your shares in accordance with their best judgment. As of the date hereof, we knew of no matters that needed to be acted on at the meeting other than as discussed in this proxy statement.

Whether you plan to attend the Annual Meeting or not, we encourage you to vote promptly. Voting promptly will not affect your right to attend the Annual Meeting.

If you wish to vote at the Annual Meeting despite having voted previously, you may do so by following the procedure described below underRevoking Your ProxyandHow You May Vote in Person.

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ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Revoking Your Proxy

You may change your vote after you have voted and up to the time of voting at the Annual Meeting of Stockholders as described below.

If you hold your shares in“street name”(that is, you hold your shares through a bank or a brokerage account, as most people do), you must follow the procedures required by the brokerage firm or bank through which you hold your shares to revoke your proxy. You should contact that firm or bank directly for more information on those procedures.

If you are aregistered stockholder(that is, you hold your shares directly and not through a bank or brokerage account), you may revoke your proxy by following any of these procedures:

■​
[MISSING IMAGE: ic_governance-bw.gif]   BENEFICIAL OWNERS
​​​
[MISSING IMAGE: ic_charters-bw.gif]   REGISTERED STOCKHOLDERS
​
​
If you hold your shares in “street name” ​(that is, through a brokerage account), you must follow the procedures required by the brokerage firm or other firm through which you hold your shares to revoke your proxy. You should contact that firm directly for more information on those procedures.
​​​
If you are a registered holder (that is, you hold your shares directly and not through a brokerage account), you may revoke your proxy by following any of these procedures:
•
Vote again using the same method you used to vote your shares (which will supersede your earlier vote);
■
​
•
Send a letter revoking your proxy to PTC’s Secretary at the address indicated under “Stockholder Proposals and Nominations;”Nominations”; or
■
​
•
Attend the Annual Meeting, notify us in writing that you are revoking your proxy and vote in person.
​
​

Attendance at the Annual Meeting
As a shareholder of PTC, you may attend the Annual Meeting in person. If you wish to attend the Annual Meeting, you must provide a government issued document that identifies you (such as a driver’s license or passport) and, if you are not a registered holder but hold your shares in “street name” through a brokerage account, appropriate evidence that indicates you held PTC stock on the record date. If you plan to vote at the Annual Meeting and hold your shares in “street name,” you will need to obtain a legal proxy from the brokerage firm to enable you to vote at the Annual Meeting.

​
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Confidentiality of Voting and Tabulation of the Votes

We keep all the proxies, ballots and voting tabulations confidential. Broadridge Financial Solutions, Inc. acts as tabulator and will forward to management any written comments that you make on the proxy card without providing your name.

Announcement of Voting Results

We will provide the voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days after the Annual Meeting.

Costs of Soliciting Proxies

PTC will pay all the costs of soliciting proxies. In addition to mailing the notices and providing these proxy materials, our directors and employees may solicit proxies by telephone fax or other electronic means of communication, or in person. We will reimburse banks, brokers, nominees, and other fiduciaries for the expenses they incur in forwarding the proxy materials to you.

Obtaining a Copy of Our Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the year ended September 30, 2017 was made available with this proxy statement.You may obtain another copy of our Annual Report on Form 10-K free of charge on our website at www.ptc.com or by contacting PTC Investor Relations at:

Investor Relations
PTC Inc.
140 Kendrick StreetPhone: (781) 370-5000
Needham, MA 02494-2714Email: ir@ptc.com

Questions

If you have any questions about the Annual Meeting, orplease contact PTC Investor Relations.
[MISSING IMAGE: ic_questions-pn.jpg]
If you have any questions about your ownership of PTC common stock, pleaseyou should contact PTC Investor Relations by telephone at (781) 370-5000 or email at IR@ptc.com.

By Order ofyour broker. If you hold your shares in registered form rather than through a broker, you may contact our transfer agent:

Equiniti Trust Company
6201 15th Avenue
Brooklyn, NY 11219

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TABLE OF CONTENTS​
​​​​​​​​​​​​​​​​​​​​​​​​​​
2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Stockholder Proposals and Nominations
How to Submit a Proposal
We plan to hold the Board of Directors,

AARON C. VON STAATS
Secretary
January 24, 2018

62PTC Inc.  2018 Proxy Statement

Table of Contents

Operating Measures

Subscription Bookings

We offer both perpetual and subscription licensing options to our customers, as well as monthly software rentals for certain products. Given the difference in revenue recognition between the sale of a perpetual software license (revenue is recognized at the time of sale) and a subscription (revenue is deferred and recognized ratably over the subscription term), we use bookings for internal planning, forecasting and reporting of new license and cloud services transactions. In order to normalize between perpetual and subscription licenses, we define subscription bookings as the subscription annualized contract value (subscription ACV) of new subscription bookings multiplied by a conversion factor of 2. We arrived at the conversion factor of 2 by considering a number of variables including pricing, support, length of term, and renewal rates. We define subscription ACV as the total value of a new subscription booking divided by the term of the contract (in days) multiplied by 365. If the term of the subscription contract is less than a year, the ACV is equal to the total contract value. In 2017, the weighted average contract length of our subscription bookings was approximately 2 years.

Subscription ACV

Equals subscription ACV (as described above) plus the annualized value of incremental monthly software rental bookings during the period.

Because subscription bookings is a metric we use to approximate the value of subscription sales if sold as perpetual licenses, it does not represent the actual revenue that will be recognized with respect to subscription sales or that would be recognized if the sales were perpetual licenses, nor does the annualized value of monthly software rental bookings represent the value of any such booking.

Bookings

Bookings are comprised of subscription bookings for the period plus perpetual license bookings for the period.

Subscription Bookings Mix

This measure assumes that all new software and cloud services bookings since the start of FY’14 were perpetual license sales that included support in subsequent periods. The mix amount is calculated by converting the ACV (as defined above) of a new subscription solutions booking in the period to an assumed perpetual license equivalent by multiplying the ACV by a conversion factor of 2 (as defined above), and adding that amount to the perpetual license revenue amounts recognized in that period. Support calculated at 20% of the annual value of the converted amount is added to support revenue in future periods, beginning the quarter after the converted booking is assumed to be recognized. The assumed support revenue is spread ratably over a 12-month period and is assumed to renew in subsequent years.

Non-GAAP Operating Expense

Non-GAAP operating expense is GAAP operating expense excluding the effect of the fair value of acquired deferred revenue, the fair value adjustment to deferred services cost, stock-based compensation, amortization of acquired intangible assets, acquisition-related charges included in general and administrative costs, restructuring charges, and U.S. pension plan termination-related costs.

We use non-GAAP operating expense as a performance measure because it excludes items that are not, in our view, indicative of our core operating results or that are not easily predictable for future periods. Additional information about the items we exclude from non-GAAP operating expense and the reasons for such exclusion is provided inManagement’s Discussion andAnalysis of Financial Condition and Results of Operationsin our 2017 Annual Report on Form 10-K, which accompanies this proxy statement.

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Reducing the Environmental Impact of our Solicitations

Electronic Delivery of Proxy Materials

We began providing proxy materials electronically to our stockholders in connection with our 20082025 Annual Meeting of Stockholders on February 12, 2025.

If you wish to nominate a person for election as a director or make another proposal for consideration at the 2025 Annual Meeting, you must give written notice to us between September 5, 2024, and October 5, 2024 and include the information required by our By-Laws. The information required by our By-Laws with respect to director nominations is described below. Securities Exchange Act Rule 14a-19(b) requires additional information be included in director nomination notices, including a statement that the shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If any change occurs with respect to such shareholder’s intent to solicit the holders of shares representing at least 67% of such voting power, such shareholder must notify PTC promptly.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some proposals may be included in our proxy statement and proxy card. If you desire that such a proposal be included in our proxy statement and proxy card, you must give written notice to us no later than September 5, 2024.
Your written proposal must be sent to:
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In order to limit controversy as to the date on which PTC receives a proposal, you should submit your proposal by Certified Mail-Return Receipt Requested.
Information to be Provided in Connection with Director Nominations under Our By-Laws
If you wish to recommend a person for election as a director, your proposal should include the information described below and a brief statement describing the reasons you believe the person would be an effective director for PTC. Candidates recommended by shareholders are reviewed in the same manner and using the same general criteria as candidates recommended by the Corporate Governance Committee and/or the Board.
Information about the Director Nominee
If you wish to nominate a person for election as a director, in addition to the timing and procedural requirements of our By-Laws, you must provide printed proxy materials only to stockholdersthe following information about the director nominee:
•
The name, age, and business and residence addresses of the person,
​
•
The principal occupation or employment of the person for the past five years, as well as information about any other board of directors and board committee on which the person has served during that have not requested electronic delivery. This has reduced theperiod,
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•
The number of proxy statementsshares of PTC stock, if any, beneficially owned by the person,
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•
Whether or not the person is currently “independent” from PTC under the independence standards of the NASDAQ Stock Market and Annual Reportsall facts that currently prevent the person from being independent under such standards, if applicable, and
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
•
Any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
​
Information about the Nominating Stockholder
If you wish to nominate a person for election as a director, you must provide the following information about yourself:
•
Your name and record address and the name and address of the beneficial owner of our shares, if any, on Form 10-Kwhose behalf the proposal is made,
​
•
A description of all familial, compensatory, financial and/or other relationships, arrangements, and transactions, existing at any time within the preceding three years or currently proposed, between the director nominee and you or the beneficial owner of our shares on whose behalf the proposal is made, if any, or any of your or their respective affiliates and associates, and
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•
The details of all the following that are printedheld and/or beneficially owned, directly or indirectly, including through any entity, by you and mailed each yearby such beneficial owner, if any:
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The number of shares of PTC stock,
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Any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to PTC stock or with a value derived in whole or in part from 43,000 copiesthe value of each documentPTC stock, whether or not such instrument or right is subject to settlement in 2007PTC stock or otherwise (a “derivative instrument”) and any other direct or indirect opportunity of any such person to approximately 2,000 copiesprofit or share in any profit derived from any increase or decrease in the value of each document each year.

IfPTC stock,

​
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Any proxy, contract, arrangement, understanding, or relationship pursuant to which you currently receive printed copiesor such other beneficial owner, if any, has a right to vote any shares of our proxy materialsPTC stock,
​
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Any short interest in PTC stock (that is, if you directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, could profit or share in any profit derived from any decrease in the value of PTC stock),
​
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Any rights to dividends on PTC stock that are separated or separable from PTC stock, and
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Any performance-related fees (other than an asset-based fee) that you would likeor such beneficial owner, if any, is entitled to, reducebased on any increase or decrease in the environmental impact associated with printing and mailing future proxy materials to you, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mailvalue of PTC stock or derivative instruments, if any, as of the Internet. To sign up for electronic delivery, please follow the Internet voting instructions ondate of your notice, including without limitation any such interest held by members of your immediate family sharing the same household.
​
The Corporate Governance Committee may require any proposed nominee to furnish such other information as it may reasonably require to determine the proposed nominee’s eligibility, or proxy card and, when prompted, indicate that you agreelack thereof, to receive or access proxy materials electronically in future years.

serve as a director of PTC.

Help Us Reduce Our Environmental Impact
Eliminate Duplicate Materials Sent to Stockholders Sharing the Same Surname and Address

Stockholders holding their shares in a brokerage account or bank account that share the same surname and address generally receive only one copy of the notice or materials. This practice conserves natural resources and reduces duplicate mailings and associated printing and postage costs. If you would like to receive a separate copy of the notice, our annual report and/or proxy statement, as applicable, or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your notice or proxy card. We will deliver such additional copies promptly upon receipt of such request. Stockholders receiving multiple copies at the same address may request that they receive only one. To do so, please submit your request to the address or phone number that appears on your notice or proxy card.


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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Elect Electronic Delivery of Contents

PTC Worldwide Headquarters
140 Kendrick Street
Needham, MA 02494

PTC.com

Proxy Materials

TableWe began providing proxy materials electronically to our shareholders in connection with our 2008 Annual Meeting of Contents


PTC INC.
140 KENDRICK STREET
NEEDHAM, MA 02494

Stockholders and provide printed proxy materials only to shareholders that request them. This has reduced the number of proxy statements and Annual Reports that are printed each year from 43,000 copies of each document in 2007 to fewer than 2,000 copies of each document each year.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructionsIf you currently receive printed copies of our proxy materials and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before themeeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by us inenvironmental impact associated with printing and mailing future proxy materials to you, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the Internet voting instructions above to vote using the Interneton your notice or proxy card and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

Our Annual Report on Form 10-K
A copy of our 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended September 30, 2023, was made available with this proxy statement. You may obtain another copy of our Annual Report on Form 10-K free of charge on our website at www.ptc.com or by contacting PTC Investor Relations at:
​​
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​​Investor Relations
PTC Inc.
121 Seaport Boulevard
Boston, Massachusetts 02210		​​
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​​(781) 370-5000​​
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​​Investor@ptc.com​​
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By Order of the Board of Directors,
AARON C. VON STAATS
Secretary
January 3, 2024
​
​​IMPORTANT NOTICE OF THE INTERNET AVAILABILITY OF PROXY MATERIALS​​
​​
The Proxy Statement and our 2023 Annual Report are available to stockholders at proxyvote.com.
We made this proxy statement available to stockholders beginning on January 3, 2024.
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
APPENDIX A — OPERATING AND NON-GAAP FINANCIAL MEASURES
Operating Measure
​ARR (ANNUAL RUN RATE)​​​
ARR represents the annualized value of our portfolio of active subscription software, cloud, SaaS, and support contracts as of the end of the reporting period. We calculate ARR as follows:
•
We consider a contract to be active when the product or service contractual term commences (the “start date”) until the right to use the product or service ends (the “expiration date”). Even if the contract with the customer is executed before the start date, the contract will not count toward ARR until the customer right to receive the benefit of the products or services has commenced.
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•
For contracts that include annual values that increase over time, which we refer to as ramp contracts, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include any future committed increases in the contract value as of the date of the ARR calculation.
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•
As ARR includes only contracts that are active at the end of the reporting period, ARR does not reflect assumptions or estimates regarding future customer renewals or non-renewals.
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•
Active contracts are annualized by dividing the total active contract value by the contract duration in days (expiration date minus start date), then multiplying that by 365 days (or 366 days for leap years).
​
We believe ARR is a valuable operating measure to assess the health of a subscription business because it is aligned with the amount that we invoice the customer on an annual basis. We generally invoice customers annually for the current year of the contract. A customer with a one-year contract will typically be invoiced for the total value of the contract at the beginning of the contractual term, while a customer with a multi-year contract will be invoiced for each annual period at the beginning of each year of the contract.
ARR increases by the annualized value of active contracts that commence in a reporting period and decreases by the annualized value of contracts that expire in the reporting period.
As ARR is not annualized recurring revenue, it is not calculated based on recognized or unearned revenue and is not affected by variability in the timing of revenue under ASC 606, particularly for on-premises license subscriptions where a substantial portion of the total value of the contract is recognized at a point in time upon the later of when the software is made available, or the subscription term commences.
ARR should be viewed independently of recognized and unearned revenue and is not intended to be combined with, or to replace, either of those items. Investors should consider our ARR operating measure only in conjunction with our GAAP financial results.
​
Non-GAAP Financial Measures
​FREE CASH FLOW​​​Free cash flow is cash flow from operations net of capital expenditures. Free cash flow is not a measure of cash available for discretionary expenditures.​
​CONSTANT CURRENCY​​​ARR and cash flow presented on a constant currency basis use the foreign exchange rates in effect on September 30, 2022.​

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TABLE OF CONTENTS​​
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2023
Highlights
​​Proxy
Summary		​​Corporate
Governance		​​Executive
Compensation		​​Auditor
Matters		​​PTC Stock
Ownership		​​Transactions with
Related Persons		​​Annual Meeting
Information		​​Appendix A​
Performance Measures Used under Our Executives’ Performance-Based Compensation
We use ARR and adjusted free cash flow as performance measures because these measures exclude items that are not, in our view, indicative of our core operating results or that are not easily predictable for future periods.
​ARR​​​ARR used for executive compensation is constant currency ARR using exchange rates of September 30, 2022 and excludes ARR acquired from the ServiceMax acquisition completed during the year.​
​ADJUSTED FREE CASH FLOW​​​Adjusted free cash flow is cash provided by operations net of capital expenditures, and application of a restructuring adjustment, foreign exchange rate adjustment, and a tax addback adjustment to eliminate the effect of restructuring payments, foreign exchange rates, and certain tax payments of the course of the year. Adjusted free cash flow is not a measure of cash available for discretionary expenditures.​
Calculations and Reconciliations
The following tables show our calculation of Adjusted ARR and reconcile non-GAAP financial measures to the most comparable GAAP financial measure.
​​​​​FY22
($)		​​​FY23
($)		​
​ARR as reported​​​​​1,572​​​​​​1,979​​
​Foreign exchange rate adjustment​​​​​—​​​​​​(39)​​
​ARR at constant currency​​​​​1,572​​​​​​1,940​​
​Exclusion of acquired ServiceMax ARR​​​​​—​​​​​​(170)​​
​ARR for FY23 PSUs and CEO PSUs​​​​​1,572​​​​​​1,770​​
​​​​​
Growth
(%)
​
​ARR growth as reported​​​​​26%​​
​Foreign exchange rate growth adjustment​​​​​(2)%​​
​ARR growth at constant currency​​​​​24%​​
​Exclusion of effect of acquired ServiceMax ARR on growth​​​​​(11)%​​
​ARR growth for FY23 PSUs and CEO PSUs​​​​​
13%
​​
​​​​​FY22
($)		​​​FY23
($)		​
​Cash from operations​​​​​435​​​​​​611​​
​Capital expenditures​​​​​(19)​​​​​​(24)​​
​Free cash flow for FY23 CIP​​​​​416​​​​​​587​​
​Impact of restructuring payments​​​​​41​​​​​​1​​
​Foreign exchange rate adjustment​​​​​(33)​​​​​​(32)​​
​Non-ordinary course tax addback​​​​​—​​​​​​10​​
​Adjusted free cash flow for FY22 PSUs, FY21 PSUs, and CEO PSUs​​​​​424​​​​​​566​​
​​​​​
Growth
(%)
​
​Growth contribution from free cash flow for FY23 CIP​​​​​40%​​
​Restructuring payments growth adjustment​​​​​(9)%​​
​Foreign exchange rate growth adjustment​​​​​0%​​
​Non-ordinary course tax addback growth adjustment​​​​​2%​​
​Adjusted free cash growth for FY22 PSUs, FY21 PSUs, and CEO PSUs​​​​​34%​​

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYYes NoV27071-P9931501) Neil Barua02) Mark Benjamin03) Janice Chaffin04) Amar Hanspal05) Michal Katz1. Elect nine directors to serve until the 2025 AnnualMeeting of Stockholders.Nominees:06) Paul Lacy07) Corinna Lathan08) Janesh Moorjani09) Robert Schechter2. Advisory vote to approve the compensation of our named executive officers (say-on-pay).3. Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.Please indicate if you plan to attend this meeting.Vote on ProposalsThe Board of Directors recommends you vote FOR the following proposals:Vote on DirectorsForAllWithholdAllFor AllExcept! !Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer.PTC INC. To withhold authority to vote for any individualnominee(s), mark "For All Except" and write theThe Board of Directors recommends you vote FOR ALL number(s) of the nominee(s) on the line below.nominees:PTC INC.121 SEAPORT BOULEVARDBOSTON, MA 02210! ! !! ! !! ! !For Against AbstainVOTE BY PHONEINTERNET - 1-800-690-6903
Use any touch-tone telephonewww.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information up until 11:59 p.m. Eastern Time the day before the cut-off dateor meeting date. HaveFollow the instructions to obtain your records and to create anelectronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxycards and annual reports electronically via e-mail or the Internet. To sign upfor electronic delivery, please follow the instructions above to vote using theInternet and, when prompted, indicate that you agree to receive or access proxymaterials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Haveyour proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelopepostage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge, 51Broadridge,51 Mercedes Way, Edgewood, NY 11717.

SCAN TOVIEW MATERIALS & VOTE





TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E34667-P00083KEEP THIS PORTION FOR YOUR RECORDS
            DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PTC INC.

For
All

Withhold
All

For All
Except

The Board of Directors recommends you vote FOR ALL nominees:

    
     

Vote on Directors

☐☐☐
1.    

Elect eight directors to serve until the 2019 Annual Meeting of Stockholders.

Nominees:
01)   Janice Chaffin05)   Klaus Hoehn
02)Phillip Fernandez06)Paul Lacy
03)Donald Grierson07)Corinna Lathan
04)James Heppelmann   08)Robert Schechter
TABLE OF CONTENTS

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

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Vote on Proposals
The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain
2.    

Advisory vote to approve the compensation of our named executive officers (say-on-pay).

☐☐☐
3.

Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

☐☐☐



For address changes and/or comments, please check this box and write them on the back where indicated.

☐

Please indicate if you plan to attend this meeting.

☐☐
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No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.



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Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E34668-P00083

THISV27072-P99315THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PTC INC.

PROXYDIRECTORSPTC INC.PROXY FOR THE 20182024 ANNUAL MEETING OF STOCKHOLDERS

TOSTOCKHOLDERSTO BE HELD ON MARCH 8, 2018

FEBRUARY 14, 2024.The undersigned, revoking all prior proxies, hereby appoints Aaron von Staats and Catherine Gorecki, or either of them acting singly,as proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated on theonthe reverse side of the ballot, all of the shares of common stock of PTC Inc. ("PTC") that the undersigned is entitled, if personally present,personallypresent, to vote at the 20182024 Annual Meeting of Stockholders to be held at 8:10:00 a.m., local time, on Thursday, March 8, 2018 atWednesday, February 14, 2024at PTC Inc., 140 Kendrick Street, Needham,121 Seaport Boulevard, Boston, MA 02494,02210, and any adjournment or postponement thereof.

Youthereof.You may vote at the Annual Meeting if you were a PTC stockholder at the close of business on January 10, 2018.December 8, 2023. Your attendance at the AnnualtheAnnual Meeting will not be deemed to revoke this proxy unless you revoke this proxy in writing and vote in person at the Annual Meeting. AlongMeeting.Along with this proxy, we are sending you Notice of the Annual Meeting and the related Proxy Statement, as well as our Annual Report to Stockholders,toStockholders, including our Annual Report on Form 10-K with our financial statements, for the year ended September 30, 2017.

2023.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF THE SIGNEDTHESIGNED PROXY IS RETURNED BUT NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OFELECTIONOF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2 AND 3. THE3.THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THEBEFORETHE ANNUAL MEETING.

Address Changes/Comments: 

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)


PLEASEMEETING.CONTINUED AND TO BE SIGNED ON REVERSE SIDEPLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE


0000857005 4 2022-10-01 2023-09-30