azpn-20241024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Aspen Technology, Inc.

(Name of Registrant as Specified In Its Charter)

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						2024 Proxy Statement


			Letter From Our President and Chief Executive Officer
			October 24, 2024 Dear Fellow Stockholder, Fiscal year 2024 was our second year focused on the integration and transformation of the Digital Grid Management (“DGM”) and Subsurface Science & Engineering (“SSE”) businesses and the completion of the AspenTech platform that will help drive the success of this company for years to come. We ended the year with solid results in an uncertain economic environment. Our performance in the fourth quarter validated the work of the last two years and why we believe the new AspenTech is uniquely positioned as the strategic partner for companies in asset intensive industries. We are ready to leverage the platform created to drive increased profitability and growth and embark on the next phase of value creation for our stockholders and customers. From our earliest beginnings, our expertise and innovation have set AspenTech apart. As we build on this strong foundation and look ahead to our success in fiscal year 2025, our unique value remains highly relevant and mission-critical to help our customers advance their performance, resiliency and sustainability. Our customers play a key role in creating the new global energy system to support energy security, access and environmental sustainability. This is driving a convergence of capabilities across industries and new layers of complexity as engineering domains merge to manage and optimize new energy supply chains where molecules and electrons are transformed to facilitate the generation and storage of energy. With the breadth of our portfolio spanning across the full asset lifecycle, we are aligned to directly support our customers through these new complexities and challenges. A key component to AspenTech’s innovation is our approach to artificial intelligence. We combine our expertise in engineering fundamentals, asset knowledge and industry experience with data insights and artificial intelligence expertise to deliver industrial artificial intelligence (“Industrial AI”) powered capabilities across our product suites, enabling our customers to accelerate agility, improve decision-making and drive efficiencies through increased accuracy and predictability in automation. With innovation as our cornerstone, we will continue to make strides with Industrial AI to help our customers tap into the value existing in the data across their enterprise and drive higher levels of optimization and value creation. This year’s Annual Meeting of Stockholders will be held virtually on December 17th, at 9:00 a.m. Eastern Time. As a stockholder, you will be asked to elect our directors, ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025 and approve, on an advisory basis, our fiscal year 2024 compensation of our named executive officers as disclosed in the enclosed Proxy Statement. Each of these proposals is important, and we recommend a vote in favor of each of them. We urge you to complete, sign and return your proxy card (if one has been provided), or use telephone or internet voting prior to the annual meeting, so that your shares will be represented and voted at the annual meeting even if you cannot attend. As I look ahead to the next year and beyond, I see an AspenTech that is not only stronger, but one that is setting the pace for innovation that will enable the transformation of our customers businesses and the industries we serve. As we enter fiscal year 2025, I am excited about the future and our team’s ability to execute with purpose and deliver strong outcomes for our customers and stockholders. On behalf of the entire Board of Directors and management team, I want to express my gratitude to you, our stockholders, for your continued commitment to our success over so many years. Antonio J. Pietri President and Chief Executive Officer
Antonio J. Pietri President & Chief Executive Officer Aspen Technology, Inc. About Aspen Technology, Inc. ___________________________________________ Nasdaq: AZPN Headquarters: Bedford, Massachusetts Employees: 3,704 as of October 23, 2024


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						2024 Proxy Statement

ASPEN TECHNOLOGY, INC.
20 Crosby Drive
Bedford, Massachusetts 01730

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

We invite you to attend our 2024 annual meeting of stockholders (the “annual meeting”), which is being held as follows:


Date: December 17, 2024 Time: 9:00 a.m. Eastern Time Virtual Location: The annual meeting will be held online in a virtual meeting format, via the internet, at www.virtualshareholdermeeting.com/AZPN2024 with no physical in-person meeting of the stockholders. Stockholders attending our virtual annual meeting will be able to vote and submit questions during the annual meeting.


Proposals That Require Your Vote		Board Recommendation
1.	To elect the nominees of the Board, Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan, Antonio J. Pietri, Arlen R. Shenkman and Robert M. Whelan, Jr., to the Board of Directors to hold office until the 2025 annual meeting of stockholders;	“FOR” each director nominee
2.	To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for fiscal year 2025; and	“FOR”
3.	To approve, on an advisory basis, the compensation of our named executive officers as identified in the Proxy Statement for the annual meeting (so-called “say on pay” vote).	“FOR”

Each of the foregoing proposals is fully set forth in the Proxy Statement, which you are urged to read thoroughly. Stockholders also will be asked to consider any other business properly presented at the annual meeting.

Only stockholders of record at the close of business on October 18, 2024 are entitled to vote at the annual meeting. Subject to certain conditions in accordance with our bylaws, the annual meeting may be adjourned from time to time without notice. The Notice of Internet Availability of Proxy Materials will be mailed on or about October 24, 2024.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on December 17, 2024 virtually via the internet at : www.virtualshareholdermeeting.com/AZPN2024 The Proxy Statement, form of proxy card and the 2024 Annual Report are available in the “Investor Relations” section of our website located at www.aspentech.com, as well as at www.proxyvote.com


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						2024 Proxy Statement

Whether or not you expect to virtually attend the annual meeting, please complete, date, sign and return a proxy card (if one was provided), or vote over the telephone or the internet, as instructed in these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you vote by proxy, you may still vote if you virtually attend the annual meeting. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from the record holder.

By Order of the Board of Directors,



						Christopher A. Cooper Senior Vice President, Chief Legal Officer and Secretary Bedford, Massachusetts October 24, 2024


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						2024 Proxy Statement


TABLE OF CONTENTS


202 4 Proxy Summary			7
Letter From Our Independent Chair			9
Business Highlights			10
Questions and Answers About These Proxy Materials and Voting			17
Proposal One: Election of Directors			22
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm			34
Proposal Three: Advisory Vote on Executive Compensation			35
Executive Officers of the Registrant			36
Compensation Discussion and Analysis			37
Executive Compensation			47
Employment and Change in Control Agreements			53
Information Regarding the Board and Corporate Governance			60
Communications with the Board			67
Human Capital Committee Interlocks and Insider Participation			68
Audit Committee Report			69
Human Capital Committee Report			70
Director Compensation			71
Related-Party Transactions			73
Beneficial Ownership of Common Stock			75
Section 16(a) Beneficial Ownership Reporting Compliance			77
Independent Registered Public Accountants			78
Householding of Proxy Materials			79
Other Matters			80


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						2024 Proxy Statement

Our registered trademarks include AspenTech, aspenONE and Aspen Plus. For convenience, registered trademarks appear in this Proxy Statement without ® symbols, but that practice does not mean that we will not assert, to the fullest extent under applicable law, our rights to the trademarks. All other trademarks, trade names and service marks appearing in this Proxy Statement and not owned by us are the property of their respective owners.


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						2024 Proxy Statement

2024 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement.
This summary does not contain all of the information that you should consider, and
you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Meeting Date

Meeting Place

Meeting Time

Record Date

December 17, 2024

The annual meeting will be held in a virtual format, at www.virtualshareholdermeeting.com/AZPN2024

9:00 a.m. Eastern Time

October 18, 2024


Voting Matters
Proposals That Require Your Vote		Board Recommendation	Page
1.	To elect the nominees of the Board of Directors, Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan, Antonio J. Pietri, Arlen R. Shenkman and Robert M. Whelan, Jr., to the Board of Directors to hold office until the 2025 annual meeting of stockholders;	“FOR” each director nominee	22
2.	To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for fiscal year 2025; and	“FOR”	34
3.	To approve, on an advisory basis, the compensation of our named executive officers as identified in this Proxy Statement for the annual meeting (so-called “say on pay” vote).	“FOR”	35


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						2024 Proxy Statement

How to Vote Prior to the Annual Meeting

By mailing your proxy card

By telephone

By internet

Cast your ballot, sign your proxy card and send by free post

Mark, sign and date your proxy card (if one was provided) and return it in the postage-paid envelope. Your proxy card must arrive by December 16, 2024.

Dial toll-free 24/7
1-800-690-6903

Use a touch-tone telephone to transmit your voting instructions

at any time up to 11:59 p.m. Eastern Time on December 16, 2024. Follow the instructions on your Notice of Internet Availability of Proxy Materials or proxy card (if one was provided).

Visit 24/7
www.proxyvote.com

Use the internet to transmit your voting instructions at any time up

to 11:59 p.m. Eastern Time on December 16, 2024. Follow the instructions on your Notice of Internet Availability of Proxy Materials or proxy card (if one

was provided).

Stockholders will be entitled to one vote at the annual meeting for each outstanding share of the Company's common stock, par value $0.0001 per share (“common stock”), they hold of record as of the record date. As of October 18, 2024, the record date, there were 63,248,125 shares of common stock outstanding.


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						2024 Proxy Statement


			Letter From Our Independent Chair
			October 24, 2024 Dear Fellow Stockholder, It is my pleasure to invite you to attend this year’s virtual annual meeting of stockholders, to be held on December 17, 2024 at 9:00 a.m. Eastern Time. As Antonio noted in his letter, fiscal year 2024 was a critical year of alignment, transformation and continued innovation for AspenTech. The Board of Directors was pleased with the company’s progress in these areas, especially in light of the uncertainties and challenges our customers encountered throughout the year. Antonio and the management team have enhanced our ability to help customers attain new levels of performance, resilience and sustainability, and as a result they have further solidified AspenTech’s foundation for long-term growth and success. While this year saw many high points for the company, few were as exciting as the return of OPTIMIZE™. Held in person for the first time since 2019, the event brought together more than 1,300 customers, partners and employees for invaluable educational and networking opportunities, highlighting AspenTech’s close customer relationships and the benefits from those collaborations. OPTIMIZE 24 served as a crucial debut of our Digital Grid Management ("DGM") suite, a key element of our product portfolio that enables our global power and utilities customers to transform their businesses while meeting the surging needs of the global energy market. Underscoring our steadfast dedication to continuously drive innovation for our customers, OPTIMIZE 24 helped showcase our significant capabilities in industrial artificial intelligence ("Industrial AI"). Artificial intelligence has long been a part of AspenTech’s DNA, and the combination of our vast domain expertise and industry knowledge will allow our customers to become more agile and achieve even higher levels of optimization in their business processes. Also of note in fiscal year 2024 was the further deepening and broadening of our strategic partnership with Emerson, and the mutual support that underscores this relationship. There is growing evidence that AspenTech’s solutions aligned with Emerson’s automation strategy is a powerful combination, and the Board will continue to work closely with our management team and our partners at Emerson to advance this strategic relationship. I would like to take this opportunity to acknowledge Jill Smith’s exceptional service and leadership of the Board over the past three years. It is a great honor to pick up the baton from her and continue the excellent work that she was doing on behalf of all AspenTech constituents. I am also excited to welcome the appointment of former Citrix Systems CEO David Henshall, who brings more than two decades of experience in the software industry, along with an impressive record of leadership and success to the Board. I echo Antonio’s belief that AspenTech is stronger than ever and is a pacesetter for innovation that will enable the transformation of our customers’ businesses. The Board’s commitment to the stockholders is that we will work closely with management to capitalize on our opportunities. I would like to extend my thanks to my fellow Board members for their unwavering dedication to our company’s success. I would also like to thank our employees for the hard work and commitment they have shown over the past year, as well as to their families whose support is critical to helping our staff do their best work every day. Finally, on behalf of the Board, my thanks to you, our stockholders, for your continued support. It is our privilege to serve you and our great company. Robert M. Whelan, Jr. Independent Board Chair
Robert M. Whelan, Jr. Chair of the Board, Founder of Whelan & Co.


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						2024 Proxy Statement

Business Highlights


			Our Mission
We are helping companies at the forefront of the world’s dual challenge (the "Dual Challenge") meet the increasing demand for resources from a rapidly growing population while also operating in a more sustainable manner.
			Our Business
We are a global leader in industrial software focused on helping customers in asset-intensive industries address the Dual Challenge. Our solutions address complex environments where it is critical to optimize across the full asset lifecycle - asset design, operation and maintenance - enabling customers to run their assets safer, greener, longer and faster. Thousands of companies, ranging from multi-national corporations to start-ups, rely on our software to help them run their assets more profitably, resiliently and sustainably to meet their operational excellence and sustainability goals. We help customers solve some of their critical challenges via our purpose-built software that combines engineering first principles, deep industry domain knowledge and advanced technologies, such as Industrial AI, which is the combination of data insights from artificial intelligence and domain expertise grounded in engineering fundamentals, asset knowledge and industry experience. We drive significant value creation through our decades of experience in modeling, simulation, and optimization technologies. The operational challenges we help our customers solve include maintaining maximum efficiency in process operations, managing electrical grids amid the growth in renewable energy sources, helping ensure supply chain resiliency, reducing carbon emissions and more. Today, our software also enables companies to develop and scale new processes to support the energy transition and a net zero future, such as green hydrogen, biofuels, carbon capture, utilization and storage, circularity of plastics and batteries.
			Business Organization
On May 16, 2022, our Board of Directors approved a change in our fiscal year end from September 30th to June 30th. Unless otherwise specified below, references to fiscal years 2024 and 2023 are for the twelve-month periods ended June 30, 2024 (“fiscal 2024”) and June 30, 2023 ("fiscal 2023"), respectively. References to fiscal year 2022 are for the nine-month period ended June 30, 2022 (“fiscal 2022”). A key focus for us this past year has been the continued transformation of our DGM and Subsurface Science & Engineering (“SSE”) businesses and their successful integration with the business of AspenTech Corporation (formerly known as Aspen Technology, Inc. or "Heritage AspenTech"). We acquired the DGM and SSE businesses as part of our business combination transactions (the “Emerson Transactions”) with Heritage AspenTech and Emerson Electric Co. ("Emerson') as described in the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, as amended (the “Transaction Agreement”). We believe these businesses have allowed us to create a larger, diversified and faster growing industrial software leader. The DGM business is focused on optimizing transmission and distribution systems for utility companies in the power industry, which places us in the middle of the global electrification imperative, including managing the complexity created from a broader set of renewables and other power sources. The utilities and power market is an opportunity for us to cross-sell our solutions into our industrial customer base. The SSE business allows us to provide an end-to-end solution for the oil and gas supply chain with an extension to the chemicals supply chain. There is also a long-term growth opportunity as companies continue to leverage subsurface technologies for carbon sequestration, geothermal and hydro energy, and mining of rare earth metals for applications, such as electric vehicle batteries. References to “AspenTech”, “we”, “us” or the “Company” refer to the combined business of Heritage AspenTech, the DGM business and the SSE business following the closing (the "Closing") of the Emerson Transactions on May 16, 2022. References to the “Board” and any committees thereof refer to our Board of Directors and its committees following the Closing. References to the “Heritage AspenTech Board” and any committees thereof refer to the board of directors of Heritage AspenTech and its committees prior to the Closing.


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						2024 Proxy Statement


Fiscal 2024 Highlights
Business Results	Product Suite ACV Growth3	Business Events
•Annual Contract Value ("ACV") was $968.4 million at the end of fiscal 2024, increasing by 9.4% year over year1 •Revenue was $1.13 billion in fiscal 20241 •Net loss was $9.8 million in fiscal 2024 •Operating cash flow was $339.9 million in fiscal 2024 •Free cash flow was $335.2 million in fiscal 20242	•Engineering contributed 3.4 points of growth •Manufacturing and Supply Chain contributed 2.6 points of growth •SSE contributed 1.0 point of growth •DGM contributed 2.5 points of growth	•Completed a $300 million share repurchase authorization •Entered into a new $200 million revolving credit facility •Successful OPTIMIZETM 24 user conference

(1) In June 2024, the United States government announced new expanded sanctions that prohibit certain commercial activities with customers in Russia. These expanded restrictions impact the sale, service, maintenance and support (such as bug fixes and updates) of enterprise management software and design and manufacturing software in the Russian market. As a result, we suspended all commercial activities in Russia. This includes the discontinuation of the following activities: all commercial discussions with customers, initiating and/or processing renewals, providing proposals to customers or selling products or services to customers. As a result of the sanctions and the decision to exit Russia, we have written-off certain assets that are related to operations in Russia and recorded a reduction of $35.5 million in Russia-based ACV at the end of fiscal 2024 (the "Write-Off"). ACV was $932.9 million as of June 30, 2024, after including the impact of the Write-Off. The impact of the additional sanctions was treated as a modification to existing contracts with customers in Russia in accordance with ASC Topic 606, Revenue from Contracts with Customers. The aggregate impact of the contract modification resulted in the reversal of $5.5 million of revenue in the fourth quarter of fiscal 2024.

(2) Free cash flow is a non-GAAP financial measure. For a description and reconciliation of free cash flow to the most directly comparable financial measure prepared in accordance with GAAP, please see “Key Business Metrics” beginning on page 38 in Part II, Item 7 to our annual report on Form 10-K for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission ("SEC") on August 13, 2024.

(3) Points of growth are rounded for illustrative purposes and based on a total ACV balance of $968.4 million as of the end of fiscal 2024, representing 9.4% year-over-year growth.


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						2024 Proxy Statement

Director Nominee Highlights

Committee Memberships

Name

Age

Independent

Director Since*

Audit

Human Capital

Nominating and Corporate Governance

M&A

Other Public Company Boards

Patrick M. Antkowiak

2022

•

Thomas F. Bogan

2022

• (Chair)

•

Karen M. Golz

2022 (2021)

• (Chair)

David J. Henshall

2024

•

Ram R. Krishnan

2022

•

• (Chair)

Antonio J. Pietri

2022 (2013)

Arlen R. Shenkman

2022

•

Robert M.
Whelan, Jr.

2022 (2011)

•

• (Chair)

•

* For the Heritage AspenTech directors who became members of the Board upon the Closing of the Emerson Transactions on

May 16, 2022, the start of their service as Heritage AspenTech directors is shown in parentheses.

Independence

Tenure*

*Prior tenure includes tenure as Heritage AspenTech directors.


Average Director Nominee Age	Attendance by Directors at Board Meetings in Fiscal 2024	Total Board and Committee Meetings in Fiscal 2024
62	100%	27


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						2024 Proxy Statement

Sustainability Highlights and Oversight

The Board believes sustainability initiatives benefit our many different stakeholders and drive long-term value creation. We focus our efforts where we can have the most positive impact on our stakeholders and are committed to effectively governing and managing sustainability risks and opportunities that arise from our business strategy. Specifically, we measure and track our greenhouse gas emissions and have completed a double materiality assessment to identify those sustainability issues important to AspenTech. Our solutions aim to help customers in asset-intensive industries make significant strides in improving the environmental sustainability of their operations while maintaining profitability. We also recognize that the sources of our innovation and expertise are our employees and that novel and impactful ideas result from people with varying backgrounds, experiences and perspectives working together. Therefore, maintaining a diverse and inclusive workforce is a pillar of our culture. Finally, we are committed to strong governance principles, including upholding high standards of conduct for our directors, officers and employees.



Environmental Highlights						Social Highlights
•Committed to achieve net-zero greenhouse gas (GHG) emissions for scope 1 and scope 2 by 2030 with a significant reduction in scope 3 by 2030 and full net-zero by 2045.						•Integrated diversity, equity and inclusion ("DEI") into employment practices, ensuring it is a core component of our human resource strategy.
•Developed integrated solutions for key sustainability pathways, including: Energy Efficiency & Emissions Management, the Hydrogen Economy and Carbon Capture, Storage and Utilization. We now have 160 models in our library to address the evolving clean technology space and regulatory requirements. These solutions, created through co-innovation with customers, are helping our customers gain value and achieve their net-zero goals.						•Launched two new Employee Resource Groups ("ERGs") - Diverse Minds and AspenTech Veterans. AspenTech now has six ERGs supporting our employees.
•Expanded industry memberships targeting sustainability performance, including: the Energy Transitions Commission, a global coalition of leaders from across the energy landscape committed to achieving net-zero emissions; and the Business Council for Sustainable Energy, which helps build energy and environmental policies that promote the markets for clean, efficient and sustainable energy products and services.						•Initiated relationship with Disability:IN, securing access to valuable resources, support and best practices for disability inclusion in the workplace.
•Continued participation as a member in the Alliance to End Plastic Waste.						•Launched global well-being program that provides resources and guidance to help our employees optimize healthy lifestyles and manage mental health issues.


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						2024 Proxy Statement


Corporate Governance Highlights

Our governance structure reflects our commitment to advancing the long-term interests of our stockholders, maintaining accountability, diversity and ethical conduct and aligning interests between leadership and investors. Highlights of our governance

profile include:


Elections:	Voting standard	Majority of Votes Cast
	Resignation policy	Yes
Chair:	Separate Chair of the Board and CEO	Yes
	Independent Chair of the Board	Yes
Meetings:	Number of Board meetings held in fiscal 2024	6
	Regular executive sessions of independent directors	Yes
	Number of committee meetings held in fiscal 2024	21
	Directors attending more than 75% of the meetings of the Board or committees on which they served that were held during the period in which they served in fiscal 2024	All
Director Status:	Stock ownership guidelines for executives and non-employee directors	Yes
	Code of Business Conduct and Ethics for directors, officers and employees	Yes
	Limits on the number of boards of directors of other public companies a director can join	Yes
Oversight:	Sustainability report	Annual
	Risk oversight by full Board and committees	Yes
	Senior executive succession planning	Yes
	Say on pay vote	Annual
	Committee authority to retain independent advisors	Yes


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						2024 Proxy Statement


Sustainability Oversight

The Board has oversight responsibility for our overarching sustainability matters, including establishing processes concerning material sustainability issues and evaluating climate-related risks and opportunities. Specific sustainability direction is evaluated through the committees of the Board. A summary of sustainability oversight activities by the committees of the Board is included below. For a more comprehensive discussion of governance oversight, please see "Information Regarding the Board and Corporate Governance".


Audit Committee	Human Capital Committee	Nominating and Corporate Governance Committee
•Oversees our accounting and financial reporting processes and the integrity of our financial statements.	•Periodically reviews our overall executive officer compensation principles and structure.	•Develops and recommends to the Board a set of corporate governance principles.
•Oversees our systems of internal accounting and financial controls.	•Reviews and assesses risks arising from our employee compensation policies and practices.	•Develops and maintains a director succession plan for the Board.
•Oversees our compliance with legal and regulatory requirements.	•Periodically reviews the levels of equity ownership of executive officers and non-employee directors.	•Oversees and reviews our policies and procedures related to sustainability and oversees stockholder engagement and stockholder inquiries related to sustainability matters.
•Oversees our policies for risk assessment and management, including in the areas of enterprise and product cybersecurity risk and climate-related risk.	•Oversees our human capital DEI initiatives.	•Reviews our annual sustainability report.
•Oversees the audit and assurance processes and disclosure controls and procedures for mandatory and voluntary sustainability reporting in our financial and sustainability reports.	•Periodically reports to the Board on succession planning for the CEO and such other executive officers as the Board may request or the committee determines is appropriate.	•Considers factors relevant for director nominees, including our diversity objectives.


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						2024 Proxy Statement

Executive Compensation Highlights

The Human Capital Committee believes that our executive compensation program is responsibly aligned with the best interests of our stockholders and is appropriately designed and reasonable considering the executive compensation programs of our peer group companies.

In fiscal 2024, we used a mix of compensation elements in our program, including:

•base salary;

•annual variable cash incentive bonuses;

•long-term equity incentives in the form of time-based restricted stock units (“RSUs”) and performance-based stock units ("PSUs");

•severance and change in control benefits; and

•medical, dental and life insurance and other similar benefits.


What We Do			What We Don't Do
aMaintain a clawback policy			rNo hedging or pledging of company securities
aMaintain stock ownership guidelines for our executive officers and non-employee directors			rNo multi-year guarantees for salary increases or non-performance-based guaranteed bonuses or equity compensation
aUtilize an independent compensation consultant			rNo excessive perquisites
aReview compensation award design, principles and processes annually			rNo supplemental executive retirement plans
			rNo tax gross-up payments for any change in control payments
			rNo single-trigger benefits in connection with a change in control

Our executive compensation is heavily weighted toward at-risk, performance-based compensation designed to align the interests of our executives with those of our stockholders. In fiscal 2024, an average of approximately 83% of the compensation of our named executive officers (other than Mr. Pietri, our Chief Executive Officer) and 93% of Mr. Pietri’s compensation was at-risk in the form of variable cash incentive bonuses and equity awards.


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						2024 Proxy Statement

Questions and Answers About These Proxy Materials and Voting

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. We have sent a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record as of the close of business on October 18, 2024. Instructions on how to access proxy materials over the internet or to request a printed copy of the proxy materials may be found in the Notice. In addition, you may request to receive future proxy materials in printed form by mail. Your election to receive future proxy materials by mail will remain in effect until you terminate such election and ask to receive future proxy materials electronically. We intend to mail the Notice on or about October 24, 2024 to all stockholders of record entitled to vote at the annual meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, ten or more days after we mail the Notice.

How can I access the proxy materials over the internet?

You may view and also download our proxy materials for the annual meeting - which consist of the Notice, the Proxy Statement, the form of proxy card and our annual report - in the “Investor Relations” section of our website located at www.aspentech.com as well as at www.proxyvote.com.

Why is the 2024 annual meeting a virtual, online meeting?

To minimize travel and expenses and provide an opportunity for more of our stockholders to attend, the annual meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet. There will not be a physical meeting location. Our virtual meeting will be governed by our rules of conduct and procedures that will be posted in the "Investor Relations" section of our website located at www.aspentech.com in advance of the annual meeting.

We have designed the virtual annual meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting. To encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will:

•provide stockholders attending the annual meeting with the ability to submit appropriate questions relating to an agenda item on which stockholders are entitled to vote during the annual meeting through the annual meeting website when such item is being considered;

•provide management with the ability to answer as many questions submitted during the annual meeting in accordance with the meeting rules of conduct as possible in the time allotted for the annual meeting without discrimination;

•address technical and logistical issues related to accessing the virtual meeting platform;

•provide procedures for accessing technical support to assist in the event of any difficulties accessing the annual meeting; and

•conduct an informal online question and answer session, to the extent time permits.

How do I virtually attend the annual meeting?

The annual meeting will be a virtual meeting and no physical meeting of stockholders will be held. You are entitled to participate in the annual meeting only if you were a stockholder of record as of the close of business on October 18, 2024 or if you hold a valid proxy for the annual meeting. Please confirm with our service provider, Broadridge, whether advance registration is required for beneficial owners. The online meeting will begin promptly at 9:00 a.m. Eastern Time on December 17, 2024. We encourage you to access the annual meeting prior to the start time leaving ample time to check in. You will be able to attend the annual meeting online and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/AZPN2024. You also will be able to vote your shares online by attending the annual meeting by audio webcast. To participate in the annual meeting, you will need to review the information included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

How do I submit a question to the Board or management at the annual meeting?

If you wish to submit a question to be asked at the annual meeting, you may log into, and ask a question on, the virtual meeting platform at www.virtualshareholdermeeting.com/AZPN2024 using your login number. Once past the login screen, click “Ask a Question,” type in your question and click “Submit.”


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						2024 Proxy Statement

We do not place restrictions on the type or form of questions asked during the formal portion of the annual meeting as long as they relate to the specific agenda items on which stockholders are entitled to vote and are asked during the period of time when the applicable matter is being considered; however, we reserve the right to edit or reject questions that are irrelevant to our business, repetitious of statements made by other persons, include derogatory references to individuals or that are otherwise in bad taste, are related to personal grievances or a matter of individual concern that is not a matter of interest to stockholders generally.

What if I have technical difficulties or trouble accessing the virtual annual meeting?

We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the number provided on the virtual meeting platform at www.virtualshareholdermeeting.com/AZPN2024.

Who can vote at the virtual annual meeting?

Only stockholders of record as of the close of business on October 18, 2024, the record date, will be entitled to vote at the annual meeting. On the record date, there were 63,248,125 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote.

Stockholder of Record: Shares Registered in Your Name

If on the record date your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Co., LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the annual meeting or vote by proxy. Whether or not you plan to virtually attend the annual meeting, we urge you to fill out and return a proxy card (if one was provided) or vote by proxy over the telephone or on the internet as instructed below, to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or other Nominee

If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You also are invited to virtually attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are three matters scheduled for a vote:

•election of directors nominated by the Board;

•ratification of the appointment by the Audit Committee of KPMG as our independent registered public accounting firm for fiscal year 2025; and

•approval, on an advisory basis, of the compensation of our named executive officers as identified in this Proxy Statement.

What if another matter is properly brought before the annual meeting?

The Board does not know of any other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For each of the proposals, you may vote either “FOR”, “AGAINST” or “ABSTAIN.”

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the annual meeting, vote by proxy using a proxy card (if one was provided), vote by proxy over the telephone or vote by proxy through the internet. Whether or not you plan to virtually attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend and vote at the annual meeting, even if you have already voted by proxy.


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•At the virtual annual meeting. To vote at the virtual annual meeting, follow the instructions at www.virtualshareholdermeeting.com/AZPN2024. You will need to enter your login number found on the Notice or proxy card.

•Via the internet. To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number provided on the Notice. Your vote must be received by 11:59 p.m. Eastern Time on December 16, 2024 to be counted.

•By mail. To vote using a proxy card, complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct. Your proxy card must arrive by December 16, 2024.

•By telephone. To vote over the telephone from a location in the United States, Canada or Puerto Rico, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your vote must be received by 11:59 p.m. Eastern Time on December 16, 2024 to be counted.

Beneficial Owner: Shares Registered in the Name of the Broker, Bank or other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a notice containing voting instructions from that organization rather than from us. To vote prior to the annual meeting, simply follow the voting instructions in the notice to ensure your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote at the virtual annual meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials or contact your broker, bank or other nominee to request a proxy form.

What is a proxy?

The term “proxy,” when used with respect to a stockholder, refers to either a person or persons legally authorized to act on the stockholder’s behalf or a format that allows the stockholder to vote without being present at the annual meeting.

Because it is important that as many stockholders as possible be represented at the annual meeting, the Board is asking that you review this Proxy Statement carefully and then vote by following the instructions set forth on the Notice. In voting prior to the annual meeting, you will deliver your proxy to the proxy holders, which means you will authorize the proxy holders to vote your shares at the virtual annual meeting in the way you instruct. The proxy holders consist of Antonio J. Pietri, David J. Baker and Christopher A. Cooper. All shares represented by valid proxies will be voted in accordance with a stockholder’s specific instructions.

How many votes do I have?

On each matter, you have one vote for each share of common stock you own as of the record date.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you complete and submit your proxy voting instructions, the individuals named as proxies will follow your instructions. If you are a stockholder of record and you submit proxy voting instructions but do not direct how to vote on each item, the individuals named as proxies will vote as the Board recommends on each proposal. The individuals named as proxy holders will vote on any other matters properly presented at the annual meeting in accordance with their best judgment.

Who is paying for this proxy solicitation?

We are soliciting your proxy and will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:


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•You may submit another properly completed proxy card with a later date.

•You may grant a subsequent proxy by telephone or through the internet.

•You may send a timely written notice that you are revoking your proxy to our Secretary at our principal executive offices at: Aspen Technology, Inc., 20 Crosby Drive, Bedford, Massachusetts 01730.

•You may virtually attend the annual meeting and vote. Simply attending the annual meeting will not, by itself, revoke your proxy.

•Your most current proxy card or telephone or internet proxy is the one that is counted. If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count:

•with respect to each director nominee in Proposal One, “FOR”, “AGAINST”, “ABSTAIN” and broker non-votes;

•with respect to Proposal Two, “FOR”, “AGAINST”, and "ABSTAIN" votes; and

•with respect to Proposal Three, “FOR”, “AGAINST”, “ABSTAIN” and broker non-votes.

The presence, in person or by proxy, of the holders of a majority of the voting power of all of the then-outstanding shares of our capital stock generally entitled to vote at the annual meeting shall constitute a quorum for the transaction of business. Abstentions are counted as present when determining a quorum but will not count as votes cast and will have no effect on any of the proposals presented to the stockholders herein. Broker non-votes are counted as present when determining a quorum but will not count as votes cast and as such will have no effect on the outcome of those proposals. Brokers are entitled to vote for the ratification of the appointment of auditors and therefore we expect broker non-votes will not exist as to Proposal Two.

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2025 is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal Two.

We expect the other proposals on the ballot will be considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, so unless the beneficial owner gives the broker or nominee specific instructions regarding the owner’s vote on each proposal, there may be broker non-votes on Proposals One and Three.

How many votes are needed to approve the proposals?

•For Proposal One, which relates to the election of directors, each of the nominees who receives a majority of the votes cast with respect to that nominee’s election at the annual meeting if a quorum is present. Each of the nominees who receives more “FOR” votes than “AGAINST” votes will be elected. Each of the nominees who receives more “AGAINST” votes than “FOR” votes will submit their offer of resignation for consideration by the Nominating and Corporate Governance Committee, which shall consider all relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. Votes to “ABSTAIN” and broker non-votes will have no effect on the outcome of the vote. Please refer to “Information Regarding the Board and Corporate Governance - Director Nomination Process” for more information on this policy.

•Proposal Two, which relates to the ratification of KPMG as our independent registered accounting firm for fiscal 2025, must receive “FOR” votes constituting a majority of the votes cast at the annual meeting at which a quorum is present. Votes to “ABSTAIN” will not count as votes cast and will have no effect on the outcome of this vote. Because Proposal Two is considered a “routine” matter, brokers are entitled to vote on Proposal Two and therefore we expect


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broker non-votes will not exist. This vote is not binding on us but will be given due consideration by the Board and the Audit Committee.

•Proposal Three, which relates to the approval, on an advisory basis, of the compensation of our named executive officers, must receive “FOR” votes constituting a majority of the votes cast at the meeting at which a quorum is present. Abstentions will not count as votes cast and will have no effect on the vote. Because this proposal is considered “non-routine,” brokers will not have discretionary authority to vote shares on this proposal without direction from the beneficial owner, and broker non-votes will have no effect on the vote. This vote is not binding on us but will be given due consideration by the Board and the Human Capital Committee.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of a majority of the voting power of all of the then-outstanding shares of our capital stock generally entitled to vote at the annual meeting constitutes a quorum for the transaction of business. On the record date, there were 63,248,125 shares outstanding and entitled to vote. Thus, the holders of 63,248,125 shares must be present at the annual meeting virtually or represented by proxy at the annual meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the virtual annual meeting. Abstentions and broker non-votes count as present when determining a quorum.

The Board or the chair of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such adjournment is made. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

When are stockholder proposals due for next year’s annual meeting?

If a stockholder wishes to have a proposal considered for inclusion in our Proxy Statement and proxy card in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for presentation at the 2025 annual meeting of stockholders (“2025 Annual Meeting”), the proposal must be received in writing by June 26, 2025 by our Secretary at our principal executive offices at 20 Crosby Drive, Bedford, Massachusetts 01730.

Additionally, if a stockholder wishes to propose a director nominee or item of business before the 2025 Annual Meeting, the stockholder must give timely written notice to our Secretary at the address noted above. To be timely, a stockholder’s notice must be delivered to our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 90 days after such anniversary date then to be timely we must receive such notice no earlier than 120 days prior to such annual meeting and no later than the later of 90 days prior to the date of the meeting or the 10th day following the day on which we first publicly announce the date of the meeting. For the 2025 Annual Meeting, notice must have been delivered no earlier than August 19, 2025 and no

later than September 18, 2025. In addition to the timing requirements set forth above, our bylaws set forth the procedures a stockholder must follow to nominate a director for election or to present any other proposal at an annual meeting of our stockholders, other than proposals intended to be included in our sponsored proxy materials.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than October 18, 2025.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a Current Report on Form 8-K within four business days of the annual meeting date. If final voting results are not available to us in time to file a Current Report on Form 8-K by that date, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days of the final results, amend the Current Report on Form 8-K to publish the final results.


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Proposal One: Election of Directors

The Board currently consists of eight members: Patrick M. Antkowiak, Thomas F. Bogan, Karen M. Golz, David J. Henshall, Ram R. Krishnan, Antonio J. Pietri, Arlen R. Shenkman and Robert M. Whelan, Jr. Jill D. Smith resigned from the Board effective May 9, 2024. As a result of Ms. Smith's departure, we have one vacancy on the Board. Proxies may not be voted for a greater number of persons than the nominees named. The Board has nominated each of the eight current Board members for election and has recommended that each be elected to the Board, each to hold office until the 2025 Annual Meeting and until their successor has been duly elected and qualified or until their earlier death, resignation or removal.

The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

Director Skills and Experience Matrix

C-Suite Leadership

Global Leadership

Technology

Information Technology/Cybersecurity

Commercial/Profit & Loss

Operational

Process Engineering/Manufacturing

Compensation

Compliance/Risk Management

Public Company Corporate Governance

M&A/Business Development

Capital Markets

Sustainability

Talent Management

PATRICK M. ANTKOWIAK

President, CEM Technology Advisors, LLC and former Chief Strategy and Technology Officer and CVP, Northrop Grumman Corporation

•

THOMAS F. BOGAN

Retired Vice Chairman, Workday, Inc. and former Executive Vice President of Workday’s Planning Business Unit

•

KAREN M. GOLZ

Retired Partner and former Global Vice Chair, Japan, Ernst & Young LLP

•

DAVID J. HENSHALL

Retired Chief Executive Officer, President and Director, Citrix Systems, Inc.

•

RAM R. KRISHNAN

Executive Vice President & Chief Operating Officer, Emerson Electric Co.

•

ANTONIO J. PIETRI

President & Chief Executive Officer, Aspen Technology, Inc.

•

ARLEN R. SHENKMAN

President and Chief Financial Officer, Boomi, Inc.

•

ROBERT M. WHELAN, JR.

Founder of Whelan & Co.

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Board Diversity Matrix (As of October 24, 2024)
Total Number of Directors	8
	Female	Male
Part I: Gender Identity	1	7
Part II: Demographic Background
South Asian	—	1
Hispanic or Latinx	—	1
White	1	5

Stockholders Agreement

As part of the Emerson Transactions, we, Emerson and its affiliate entered into a Stockholders Agreement, dated as of May 16, 2022 (the “Stockholders Agreement”). The Stockholders Agreement provides Emerson with the following director nomination rights: (i) prior to the date that is forty-five days following such time as Emerson owns less than 20% of our outstanding common stock, subject to certain conditions (the “Third Trigger Date”), Emerson has the right to designate a number of director nominees equal to Emerson’s percentage ownership of our common stock outstanding multiplied by the total authorized number of directors currently on the Board, rounded up to the nearest whole person, which number will not be less than a majority of the Board (until the date that is forty-five days following such time as Emerson owns less than 40% of our outstanding common stock, subject to certain conditions (the “Second Trigger Date”)) and (ii) following the Third Trigger Date, Emerson has the right to designate one director nominee (each person designated by Emerson, an “Emerson Designee”).

We are required, pursuant to the Stockholders Agreement, to cause each Emerson Designee to be included in the slate of nominees recommended by the Board for election and to use our best efforts to cause the election of each such Emerson Designee. In the event that any Emerson Designee who is a member of the Board (an “Emerson Director”), ceases to serve as a director for any reason, the resulting vacancy will be filled by the Board with a substitute Emerson Designee.

Under the terms of the Stockholders Agreement, based on Emerson's current ownership interest, Emerson has the right to nominate five Emerson Designees to the Board. David J. Henshall, Ram R. Krishnan, Arlen R. Shenkman, Thomas F. Bogan and Patrick M. Antkowiak are the Emerson Designees. The Stockholders Agreement also provides that, until the Third Trigger Date, the then-current Chief Executive Officer of the Company, currently Antonio J. Pietri, must be included for nomination at any meeting at which directors are elected.


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Director Nominees

To ensure that the Board has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance, the Nominating and Corporate Governance Committee takes into consideration factors it deems appropriate which may include judgment, skill, diversity, character, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the

extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Nominating and Corporate Governance Committee may consider candidates proposed by management but is not required to do so. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as

a whole.

The following is a brief biography of each director nominee as of October 24, 2024 and includes information regarding the specific and particular experience, qualifications, attributes and skills of each nominee for director that led the Nominating and Corporate Governance Committee to believe that such nominee should continue to serve on the Board. For the Heritage AspenTech directors who became members of the Board upon the Closing of the Emerson Transactions on May 16, 2022, the start of their service as Heritage AspenTech directors is shown in parentheses.


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			Professional Experience Mr. Antkowiak is currently president of CEM Technology Advisors, LLC, a strategy and technology consulting business. He spent over 38 years in increasingly senior roles at Northrop Grumman Corporation, including as the company’s Chief Technology Officer and Corporate Vice President from 2014 to 2018, and retired in 2019 as the company’s Chief Strategy and Technology Officer and Corporate Vice President, having led the company’s technology development strategy and execution, focusing the company on competitive differentiation in emerging technology areas across the space, airborne, maritime, ground and cyber domains. Mr. Antkowiak is currently a member of the Department of the Air Force Scientific Advisory Board. He also serves as a director for Frequentis Defense Inc., a US based subsidiary of Frequentis AG, and for the Advanced Robotics for Manufacturing (ARM) Institute and is a member of The Johns Hopkins University's Whiting School of Engineering Dean's advisory board. Mr. Antkowiak received his Bachelor of Science degree in electrical and computer engineering from The Johns Hopkins University and his Masters of Science degree in electrical engineering from the University of Maryland. We believe Mr. Antkowiak’s expertise and experience in technology development and strategy are valuable to the Board.
Patrick M. Antkowiak President, CEM Technology Advisors, LLC and former Chief Strategy and Technology Officer and CVP, Northrop Grumman Corporation Independent Director Since: 2022 Committees: Audit; Nominating and Corporate Governance Age: 64 Other Current Public Company Boards: None


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			Professional Experience Mr. Bogan served as Vice Chairman at Workday, Inc. from 2020 to 2022, and previously served as Executive Vice President of Workday’s Planning Business Unit. Mr. Bogan joined Workday from Adaptive Insights, where he was Chief Executive Officer and a director from 2015 until its acquisition by Workday in 2018. In 2022, Mr. Bogan joined the board of directors of Workday, Inc. Since 2021, he also has served as a director of Catapult Group International Ltd. From 2007 until January 2019, he was a director of Apptio, Inc., including its Chair from 2012 to 2019. Mr. Bogan previously served as a director of Citrix Systems, Inc. from 2003 to 2016, including its Chair from 2004 to 2015, and was a director of PTC Inc. from 2011 to 2015 and of Rally Software Development Corp. from 2009 to 2015. He has also served as a director and executive officer of various other public and privately held companies, including Greylock Partners, Rational Software Corp., Avatar Technologies and Pacific Data. Mr. Bogan received a bachelor’s degree in accounting from Stonehill College. We believe Mr. Bogan’s knowledge and experience in the software industry as a CEO, Board member and investor are valuable to the Board.
Thomas F. Bogan Retired Vice Chairman, Workday, Inc. and former Executive Vice President of Workday's Planning Business Unit. Independent Director Since: 2022 Committees: Human Capital (Chair); M&A Age: 73 Other Current Public Company Boards: Workday, Inc.; Catapult Group International Ltd.


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			Professional Experience Ms. Golz is a retired partner of Ernst & Young ("EY"), where she held various senior leadership positions during her 40-year tenure, including, most recently, Global Vice Chair, Japan from 2016 to 2017. In addition to accounting, financial reporting and audit expertise, Ms. Golz brings considerable experience in international and regulatory matters. As Global Vice Chair of Professional Practice from 2010 to 2016, Ms. Golz oversaw accounting, auditing, regulatory, tools and methodologies and supported innovation within EY’s Global Assurance practice. Prior to that, Ms. Golz held the Americas and Global Vice-Chair of Professional Ethics/Independence at EY. Ms. Golz is a board and audit committee member of Analog Devices, Inc., iRobot Corporation, and Osteon Holdings/Exactech, a privately held company. She is senior advisor to The Boston Consulting Group’s Audit and Risk Committee and is a National Association of Corporate Directors Board Leadership Fellow and sits on the Board of Trustees of the University of Illinois Foundation. She earned her Bachelor of Science degree in accountancy, summa cum laude, from the University of Illinois, Urbana-Champaign and is a Certified Public Accountant. We believe that Ms. Golz's deep expertise in audit and financial reporting and corporate governance are valuable to the Board.
Karen M. Golz Retired Partner and former Global Vice Chair, Japan, Ernst & Young LLP Independent Director Since: 2022 (2021) Committees: Audit (Chair) Age: 70 Other Current Public Company Boards: Analog Devices, Inc.; iRobot Corporation


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			Professional Experience Mr. Henshall served as President & CEO of Citrix Systems, a leading multinational provider of cloud computing and virtualization technology, from 2017 to 2021. Prior to this role, he served in various other roles at Citrix, including Chief Financial Officer and Chief Operating Officer, beginning in 2003. Before joining Citrix, he served as Chief Financial Officer of Rational Software Corp., a software company acquired by IBM Corporation, and also held various finance positions at Cypress Semiconductor and Samsung. He currently also serves as a member of the board of directors at Blackline, Inc., Feedzai, Inc. and HashiCorp, Inc. Mr. Henshall holds a Bachelor of Science degree in business administration from University of Arizona and a master's degree in business administration from Santa Clara University. We believe Mr. Henshall's leadership experiences as a CEO, his understanding of the technology industry and his extensive experience as a board member are valuable to the Board.
David J. Henshall Former President & CEO of Citrix Systems Independent Director Since: 2024 Committees: Human Capital Age: 56 Other Current Public Company Boards: Blackline, Inc.; HashiCorp, Inc.


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			Professional Experience Mr. Krishnan has served as Executive Vice President and Chief Operating Officer of Emerson Electric Co. since 2021. Mr. Krishnan has extensive experience across Emerson’s Automation Solutions and Commercial & Residential Solutions businesses. He joined Emerson in 1994 as a project engineer and held a number of management roles of increasing responsibility. He was named President of Climate Technologies in Asia in 2011, serving in Hong Kong. He returned to the United States as Vice President of Profit Planning and Perfect Execution in 2015, a role he held until 2016, when he became Group President of Flow Solutions. He was named Chief Operating Officer of Final Control in 2017 and became the Group President of Final Control later that year following the successful $3.15 billion acquisition of Pentair’s valves and controls business. As Chief Operating Officer of Emerson, Mr. Krishnan oversees global supply chain operations, information technology, strategic planning and corporate development. Mr. Krishnan has a bachelor’s degree in metallurgical engineering from the Indian Institute of Technology, a master’s degree in materials engineering from Rensselaer Polytechnic Institute and a master’s degree in business administration from Xavier University. We believe Mr. Krishnan’s operational, strategic, and mergers and acquisitions experience, as well as his knowledge of the industrial software market, are valuable to the Board.
Ram R. Krishnan Executive Vice President & Chief Operating Officer, Emerson Electric Co. Director Since: 2022 Committees: Human Capital; Nominating and Corporate Governance; M&A (Chair) Age: 53 Other Current Public Company Boards: None


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			Professional Experience Mr. Pietri was named President and Chief Executive Officer of Heritage AspenTech in 2013 and served as a director of Heritage AspenTech since 2013. He became our President and Chief Executive Officer and joined the Board in 2022 upon the Closing of the Emerson Transactions. Before accepting his appointment as President and Chief Executive Officer, he had served as Heritage AspenTech’s Executive Vice President, Field Operations since 2007. Mr. Pietri served as Heritage AspenTech’s Senior Vice President and Managing Director for the Asia-Pacific region from 2002 to 2007 and held various other positions with Heritage AspenTech since 1996. From 1992 to 1996, he was at Setpoint Systems, Inc., which Heritage AspenTech acquired, and before that he worked at ABB Simcon and AECTRA Refining and Marketing, Inc. He holds a Bachelor of Science degree in chemical engineering from the University of Tulsa and a master's degree in business administration from the University of Houston. We believe Mr. Pietri's working relationships with our customers and employees, deep understanding of our products and operations and the industrial software market, and his unique perspective on our growth strategy and day-to-day operations are valuable to the Board.
Antonio J. Pietri President & Chief Executive Officer, Aspen Technology, Inc. Director Since: 2022 (2013) Committees: None Age: 59 Other Current Public Company Boards: None


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			Professional Experience Mr. Shenkman is the President of Boomi, Inc., where he is responsible for driving business transformation and financial growth. Prior to his current role, Mr. Shenkman served as Executive Vice President and Chief Financial Officer of Citrix Systems Inc. from 2019 to 2022. Before joining Citrix, Mr. Shenkman served as Executive Vice President and Global Head of Business Development and Ecosystems of SAP from 2017 to 2019, where he was responsible for driving business development by building new ecosystems, fostering strategic partnerships, incubating new business models, and overseeing investments and mergers and acquisitions. Prior to that role, from 2015 to 2017, Mr. Shenkman served as Chief Financial Officer of SAP North America, SAP’s largest business unit, responsible for all finance functions in North America, including forecasting and planning, identifying efficiencies, and ensuring the region’s overall financial health. Mr. Shenkman previously served as SAP’s Global Head of Corporate Development from 2012 to 2015 and was a principal architect of SAP’s rapid transformation into a cloud company. Mr. Shenkman is the chair of the operating committee and member of the audit committee and board of directors of Commvault Systems Inc. He has a bachelor’s degree in political science from George Washington University, a Juris Doctor degree from the University of Miami School of Law and a master's degree in business administration from the Fox School of Business at Temple University. We believe Mr. Shenkman’s operational experience in the software industry, and his expertise in audit, financial reporting and mergers and acquisitions are valuable to the Board.
Arlen R. Shenkman President & Chief Financial Officer, Boomi, Inc. Independent Director Since: 2022 Committees: Audit; M&A Age: 54 Other Current Public Company Boards: Commvault Systems Inc.


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						2024 Proxy Statement


			Professional Experience Mr. Whelan is the Chair of the Board and previously served as the chair of the Heritage AspenTech Board from 2013 to 2021. Mr. Whelan has an extensive background as an advisor to, investor in, and board member of, emerging growth companies in the U.S. and Canada. From 1976 until 2001, Mr. Whelan worked in the investment banking industry. In 1999, his company, Volpe Brown Whelan & Company, an investment banking, brokerage and asset management firm, was acquired by Prudential Securities, for which Mr. Whelan served as Vice Chair of the global technology investment banking division until 2001. Mr. Whelan then formed Whelan & Co., a consulting firm which advises CEOs, boards and investors of emerging growth companies on financing and strategic matters. Mr. Whelan served as a director for iAnthus Capital Holdings Inc. from 2019 to 2022, Annovis Bio, Inc. from 2016 to 2021, and ARIAD Pharmaceuticals, Inc. from 2010 to 2014, as well as other privately held companies. Mr. Whelan holds a Bachelor of Arts degree in history from Dartmouth College and a master's degree in business administration from Stanford University Graduate School of Business, with a concentration in finance and accounting. We believe that Mr. Whelan’s investment banking expertise and his experience as an advisor, board member and investor in emerging growth companies are valuable to the Board.
Robert M. Whelan, Jr. Founder of Whelan & Co. Independent Director Since: 2022 (2011) Committees: Human Capital; Nominating and Corporate Governance (Chair); M&A Age: 72 Other Current Public Company Boards: None


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						2024 Proxy Statement

Required Vote

Nominees for director to the Board are elected if the nominee receives a majority of the votes cast with respect to that nominee’s election at the annual meeting if a quorum is present. Stockholders entitled to vote may vote “FOR”, “AGAINST” or “ABSTAIN.” Each of the nominees who receives more “FOR” votes than “AGAINST” votes will be elected. Any nominee who receives more “AGAINST” votes than “FOR” votes will submit their offer of resignation for consideration by the Nominating and Corporate Governance Committee, which shall consider all relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. Votes to “ABSTAIN” and broker non-votes will have no effect on the outcome of the vote. Proxies may not be voted for a greater number of persons than the nominees named.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOLLOWING:

•Patrick M. Antkowiak

•Thomas F. Bogan

•Karen M. Golz

•David J. Henshall

•Ram R. Krishnan

•Antonio J. Pietri

•Arlen R. Shenkman

•Robert M. Whelan, Jr.


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						2024 Proxy Statement

Proposal Two: Ratification of Appointment of Independent
Registered Public Accounting Firm

The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for fiscal 2025 and has further directed that the Board submit the appointment of our independent registered public accounting firm for ratification by the stockholders at the annual meeting. KPMG LLP has served as our auditor since 2021. Prior to the Emerson Transactions, KPMG LLP was the independent registered public accounting firm for Heritage AspenTech since 2008. Representatives of KPMG LLP are expected to be present at the virtual annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the appointment of KPMG LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the appointment of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain the firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firms at any time during the year if it determines that such a change would be in our best interests and that of our stockholders.

Required Vote

Proposal Two must receive “FOR” votes constituting a majority of the votes cast on the proposal at the annual meeting at which a quorum is present. Stockholders entitled to vote may vote “FOR”, “AGAINST” or “ABSTAIN.” Votes to “ABSTAIN” will not count as votes cast and will have no effect on the outcome of this vote. Because Proposal Two is considered a “routine” matter, brokers are entitled to vote on Proposal Two and we don’t expect broker non-votes to exist. This vote is not binding on us but will be given due consideration by the Board and the Audit Committee.

THE BOARD

SEC Form DEF 14A filed by Aspen Technology Inc.