DEF 14A 1 ptc3973771-def14a.htm DEFINITIVE PROXY STATEMENT

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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PTC Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NOTICE OF 2022 ANNUAL
MEETING OF STOCKHOLDERS

Monday,
January 31, 2022

12:30 p.m.
Eastern Standard Time

PTC Inc.
121 Seaport Boulevard
Boston, MA 02210

Matters to be Voted on at the Meeting

Proposal 1

Elect eight directors to serve until the 2023 Annual Meeting of Stockholders.

✓The Board of Directors recommends a vote FOR All Nominees

Proposal 2

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

✓The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers as disclosed in COMPENSATION DISCUSSION AND ANALYSIS and the tables and related disclosures contained in EXECUTIVE COMPENSATION.

Proposal 3

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

✓The Board of Directors recommends that you vote FOR the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.

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

Stockholders at the close of business on December 2, 2021 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 proposal unless you have given your broker specific instructions to do so.

By Order of the Board of Directors

AARON C. VON STAATS
Secretary

Boston, Massachusetts
December 20, 2021

Important Notice of the Internet Availability of Proxy Materials

The Proxy Statement and our 2021 Annual Report are available to stockholders at www.proxyvote.com.

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Over the past year we again executed well
against our strategic initiatives, establishing
a solid foundation for the future.

DEAR FELLOW STOCKHOLDERS,

Our Financial and Operating Performance
Our performance in 2021 reflects strong execution. We delivered our fourth consecutive year of double-digit organic ARR (Annual Run Rate) growth, while also delivering operating cash flow growth of 58% and free cash flow growth of 61%.

You can find additional information about our business performance for the year in our Annual Report to Stockholders, which accompanies this proxy statement.

Our Initiatives to Increase Board Diversity
As we’ve discussed with many of our stockholders, we’ve been focused on increasing racial and ethnic diversity on the Board of Directors.

As part of our ongoing Board refreshment process, we were running two director searches in 2021, with a focus on adding racial or ethnic diversity to the Board. We required that all candidate pools presented to the Board include at least two candidates that were ethnically or racially diverse, in addition to meeting the other search criteria. We amended our Corporate Governance Guidelines in 2021 to expressly add racial, ethnic, and LGBTQ+ diversity as an important consideration when evaluating director candidates. Later in 2021, in response to stockholder feedback, we also amended our Nominating Committee Charter to expressly add those same aspects of diversity as an important consideration in the selection of director candidates, and to expressly commit to using the “Rooney Rule” in candidate searches – which approach we had informally been using as part of all our recent searches. Through these measures, we hope to be able to add a director with racial or ethnic diversity in the next year.

	+16%
	ARR OVER 2020
	+58%
	CASH FLOW FROM
	OPERATIONS OVER 2020
	+61%
	FREE CASH FLOW
	OVER 2020
	+170%
	5-YEAR STOCK
	PRICE INCREASE
	+45%
	1-YEAR STOCK
	PRICE INCREASE

Our ESG Initiatives
As we’ve also discussed with many of our stockholders, we’ve been focusing on advancing our Environmental, Social and Governance initiatives.

In 2020, we hired our first Chief Diversity and Inclusion Officer to drive our diversity and inclusion initiatives and have implemented initiatives to identify, attract and retain employees that are underrepresented minorities.

In 2021, we retained a consultant to help us develop an appropriate process to collect and track relevant information for our community engagement and environmental programs that will enable us to develop appropriate goals and track progress against those goals that we can share. We also intend to conduct an ESG materiality analysis to enable us to address those items that are most material to us and our stakeholders.

We describe these initiatives measures further in Corporate Sustainability and Responsibility below.

Looking to the Future
Given our execution in 2021 and the steps we are taking to increase diversity on the Board and in the company and to advance our ESG initiatives, we believe the company is well-positioned for the future.

We thank you for your continued support of PTC.

Sincerely,

ROBERT SCHECHTER
Chairman of the Board

PTC Inc. - 2022 Proxy Statement 3

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2021 STOCKHOLDER ENGAGEMENT

Fall 2021 Engagement
Investors Contacted	Discussions Held
37	15
Investors	Investors
64.8%	28.8%
Outstanding Shares	Outstanding Shares

Primary Topics Discussed

Executive Compensation		Board Diversity

Board Oversight of ESG		ESG Initiatives

We engaged with stockholders in Fall 2021. The conversations included corporate governance matters, including our executive compensation program. Robert Schechter, Chairman of the Board, Mark Benjamin, Chair of the Compensation Committee, and Janice Chaffin, Chair of the Corporate Governance, Cybersecurity and Nominating Committees, participated in a number of these discussions. Other participants from the company included our Investor Relations representatives, our General Counsel, our Corporate & Securities Counsel, and a senior member of our Compensation group.

For our engagement, we targeted all investors holding at least 0.75% of our outstanding stock, and additional investors in our Top 50 investors that we knew had voted against our 2021 Say-on-Pay proposal.

What We Heard

How We Are Responding

Board Diversity

Stockholders would like to see ethnic and/or racial diversity on the Board.

The Board values diversity and believes that diversity among the directors as to personal and professional experiences, opinions, perspectives, and backgrounds, including diversity with respect to race, ethnicity, gender, age, cultural backgrounds, sexual identity and gender orientation is desirable.

In 2021, in order to support and evidence its conviction that racial and ethnic diversity on the Board is important, the Board:

●Amended our Corporate Governance Guidelines to add racial, ethnic and LGBTQ+ diversity as specific types of diversity to be considered when evaluating potential director candidates.

●Amended the Nominating Committee Charter to make the same change.

●Amended the Nominating Committee Charter to require that all pools of director candidates include at least two candidates that are racially, ethnically or LGBTQ+ diverse – formalizing what has been the Board’s informal practice for a number of years.

The Board had two director searches open in 2021 and actively sought diverse candidates by requiring that all pools of potential candidates include at least two diverse candidates and opening the aperture to identify candidates that might not otherwise be identified. In December 2021, we appointed Ms. Michal Katz to the Board effective as of February 8, 2022. We hope to add a racially or ethnically diverse director to the Board within the next year as a result of the open director search.

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2021 STOCKHOLDER ENGAGEMENT

ESG Oversight and Initiatives
Stockholders would like more visibility into our Board’s oversight of our management of our ESG risks and opportunities.		In this Proxy Statement, we’ve provided additional information in Board Risk Oversight below as to how the Board oversees our management of our ESG risks and opportunities.
Stockholders would like more visibility into our ESG initiatives and goals.		We expect to publish our third Corporate Sustainability Report in late December 2021 that will describe our corporate sustainability initiatives and provide visibility into our human capital management and other social initiatives and programs and our environmental opportunities. In connection with that report, we plan to provide a matrix of our initiatives and programs as aligned with the SASB framework. As we discussed with stockholders, our ability to measure and track our environmental impact, and to set appropriate goals, is at an earlier stage than our social and governance initiatives and programs. We have retained a consultant to assist with our environmental initiatives. We expect to complete the initial assessment and program development in 2022.
Executive Compensation
Stockholders expressed a number of views with respect to executive compensation.		Our Executive Compensation conversations and responses are discussed in Compensation Discussion and Analysis below.

PTC Inc. - 2022 Proxy Statement 5

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CORPORATE SUSTAINABILITY AND RESPONSIBILITY

We recognize the close connection between our success and our ability to make a positive impact on our customers, our employees, and our communities. Giving back to communities, embracing a culture of diversity, equity, and inclusion, 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. You can read about our Corporate Social Responsibility initiatives at ptc.com/en/about/corporate-social-responsibility. We expect to release our Corporate Social Responsibility Report for FY20 and FY21 in the coming months and to make it available there. The reference to our Corporate Social Responsibility Report and our website are not intended to incorporate information in that report or on our website into this Proxy Statement by reference.

Community Engagement

Our Commitment

We are committed to creating a better reality by providing financial grants to organizations with charitable and social missions and by supporting employees in their efforts to give back to the community.

Why It’s Important

PTC is part of our communities. It is where our employees, customers, suppliers, and partners live and work. Supporting the growth of strong, resilient communities helps us and, we believe, inspires others to make the world a better place.

Our Approach

The PTC Foundation focuses on charitable giving in STEM and Education and in the communities where PTC employees, partners and stakeholders are located.

⬢	The Foundation supports educational initiatives, nonprofits, and educational institutions, with a particular focus on STEM, education, entrepreneurship, technology advancement, and programs that promote diversity.
⬢	The Foundation also supports nonprofits and programs in the communities where PTC employees, partners, and stakeholders are located with philanthropic donations and an employee charitable donation match.
⬢	During FY20 and FY21 the PTC Foundation made over $900,000 in philanthropic grants.

We also provide direct support to STEM and educational institutions and initiatives with in-kind donations, and provide our employees with paid time off to volunteer with charitable organizations and community initiatives.

Diversity, Equity & Inclusion

Our Commitment

DEI is critical to how we think about our employee culture, our engagement with our customers and partners, and the communities in which we work and live.

Our definition of “diversity” is intentionally broad and includes many groups, united by purpose. Our common goal is to drive meaningful change and to create an environment where all employees can succeed personally and professionally. We are also committed to embedding equity into every part of the organization, promoting an innovative, inclusive forward-thinking culture, and building high-performing teams.

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CORPORATE SUSTAINABILITY AND RESPONSIBILITY

Why It’s Important

Our future performance is dependent on our ability to attract, develop, and retain a diverse workforce of talented and engaged employees who believe in the purpose of PTC.

Our Approach

We have a history of working to attract a wide diversity of people from different backgrounds, cultures, education experiences, and religions because we know that a workforce that reflects the diversity of our customers and communities will bring more innovative thinking and better ideas and solutions to our business.

Formalize Our Commitment. In 2020, like many organizations, we realized we needed to accelerate our progress. We created a formal DEI team and appointed our first Chief Diversity Officer to examine the full scope of the talent management process with a specific focus on underrepresented groups (URGs) in the tech industry, including people of color, women, and members of the LGBTQIAP+ community.

Enhance Our Strategy and Talent Practices. In 2020, working with a consultant, we conducted a baseline assessment of our DEI policies, practices, and programs. The results are informing our strategy and talent practices as we embed DEI principles into how we attract, select, retain, and develop talent.

⬢We are rolling out DEI learning and development experiences, including unconscious bias training and inclusive design workshops, and leveraging PTC’s 11 Employee Resource Groups to help raise awareness of diversity within our organization.

⬢We are taking steps to increase our attraction and talent-sourcing capabilities, including launching new recruiting practices, enhancing our internship programs, and implementing a policy encouraging that interview slates for vice president and above positions include dimensions of diversity such as gender, , veteran status, and race or ethnicity.

Build Accountability. We are working to establish goals and metrics to hold ourselves accountable and have invested in technology tools to track our diverse talent pipeline, hiring slates, and hiring conversions.

Environmental Sustainability

Our Commitment

We are committed to addressing our environmental impact and to providing solutions to our customers that enable them to transform their businesses and operations to reduce their environmental impact and that of their customers.

Why It’s Important

Climate change is real, and we all have a role to play in addressing and seeking to mitigate our climate impacts. As a software company, our environmental impact is relatively significantly lighter than the customers we serve and results mainly from our offices and our employees.

Our Approach

Address Our Direct Impacts

⬢Our new world headquarters building in the Boston Seaport has received LEED Platinum certification.

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

⬢We have significantly expanded our use of videoconferencing for meetings that previously would have required travel. While this initiative was accelerated due to the COVID-19 pandemic, we expect to continue to leverage videoconferencing as way to reduce our business travel and that required by our customers.

⬢We do not own or lease any corporate jets and are reducing business travel through adoption of policies and technology that require us to think about business travel differently and to leverage technology where appropriate.

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CORPORATE SUSTAINABILITY AND RESPONSIBILITY

Support Our Customers’ Digital Transformation Initiatives

We are committed to driving innovation and creating products that help our customers improve productivity and reduce costs and help them achieve their own sustainability goals and those of their customers.

Our software products enable companies to design, manufacture, and service their products in ways that lower their physical environmental impact by saving energy, reducing materials usage and waste, and increasing efficiency. Our augmented reality software enables our customers to service their products and train their employees in more sustainable ways by enabling them to remotely service their products and to train their employees more efficiently, including remotely, enabling them to make processes more efficient and to reduce travel. We are exploring ways to capture and report the efficiencies and reductions in environmental impact realized by our customers through the use of our software.

Cybersecurity and Data Privacy

Our Commitment

have implemented and continue to implement measures intended to maintain the security and integrity of our products, source code and IT systems and are committed to collecting, processing, and protecting our information and that of our customers, employees and partners in compliance with applicable laws and regulations.

Why It’s Important

The potential for a security breach or system disruption has significantly increased over time as the scope, number, intensity and sophistication of attempted cyberattacks and cyber intrusions have increased.

Our Approach

Cybersecurity

Cybersecurity is a risk area with oversight at the highest levels of the organization, including the Executive level and Board.

The Cybersecurity program is constantly under review as we are always adapting to new threats and maturing the program. As a matrixed cybersecurity organization, we have adopted the “Three Lines of Defense Model” to effectively address Cybersecurity Risk Management, Controls and Assurance. The overall operational program is led by a cross functional Cybersecurity Strategy Council led by the office of Cyber Risk Management that reports to our Chief Compliance Officer. The Council is supported by a qualified team of security professionals and key business stakeholders from all key functions including Products, IT Infrastructure, SaaS and Cloud. The Cybersecurity Risk and Privacy teams are supported from an Assurance perspective by our Internal Audit Teams. All Cybersecurity, Risk and Internal Audit functions report periodically to the PTC Executive Leadership Team and the Cybersecurity Committee of the Board.

As part of the program, we regularly train our employees on cybersecurity risks and our policies and practices designed to address to those risks.

Data Privacy

We understand the importance of protecting personal information. We have adopted a robust Privacy Policy that covers how we process any personal data we collect through our website and in connection with managing our workforce and conducting our business.

We also maintain a comprehensive written information security plan for the protection of personal and proprietary information. The security plan includes policies and procedures for accessing, collecting, storing, using, transmitting, and protecting personal information.

In addition, all employees receive information security training annually.

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CORPORATE SUSTAINABILITY AND RESPONSIBILITY

Corporate Governance Highlights

	Board Independence			Board and Committee Practices
⬢Independent and Diverse Board of Directors ⬢Independent Board Chair ⬢Independent Audit, Compensation, and Nominating Committee Chairs ⬢Independent Audit, Compensation, and Nominating Committees			⬢Regular Executive Sessions of Independent Directors ⬢Annual Board and Director Evaluations ⬢Comprehensive Risk Management Oversight ⬢CEO and Management Succession Planning

	Stockholder Rights			Stock Governance
⬢Annual Election of All Directors ⬢Annual Say-on-Pay Vote ⬢No Supermajority Voting Requirements ⬢Stockholder Right to Call a Special Meeting ⬢Majority Voting Policy for Uncontested Director Elections ⬢No Poison Pill			⬢Robust Stock Ownership Requirements for Directors and Executive Officers ⬢No Hedging or Pledging of Stock by Directors, Executives or Employees ⬢No Payment or Accumulation of Dividends or Dividend Equivalents on Options or Unvested Shares

Compensation Practices

⬢Pay-for-Performance Compensation

⬢Half Our Executives’ Annual Target Compensation is Performance-Based

⬢Independent Compensation Consultant

⬢All Executives are Employed “At Will”

⬢"Double-Trigger” Change in Control Agreements

⬢No Excise Tax Gross-Ups

⬢Compensation Clawback Policy

⬢No Perquisites or Supplemental Retirement Benefits

⬢Performance-Based Incentive Plan Earnings are Capped

⬢Tally Sheets Reviewed Annually

⬢Annual Risk Assessment of Pay Programs

PTC Inc. - 2022 Proxy Statement 9

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PROXY STATEMENT 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.

See the Letter from the Chairman of the Board on page 3 for highlights of PTC’s 2021 performance.

All references to 2021 and 2020 refer to PTC’s fiscal years ended September 30, 2021 and 2020, respectively, unless otherwise indicated.

Matters to be Voted on at the Meeting

		Proposal 1 Elect eight directors to serve until the 2023 Annual Meeting of Stockholders.
		The Board of Directors recommends a vote FOR All Nominees

		Proposal 2 Advisory vote to approve the compensation of our named executive officers (say-on-pay).
		The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers as disclosed in COMPENSATION DISCUSSION AND ANALYSIS and the tables and related disclosures contained in EXECUTIVE COMPENSATION.

		Proposal 3 Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.
		The Board of Directors recommends that you vote FOR the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.

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PROXY STATEMENT SUMMARY

Director Nominees

Tenure		Independence
Shorter – Tenured Directors (0 – 4 years) – 3		Independent – 7

Medium – Tenured Directors (5 – 11 years) – 2		Non-Independent – 1

Longer – Tenured Directors (12+ years) – 3

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PROXY STATEMENT SUMMARY

Alignment of Pay and Performance

FIVE-YEAR CEO TOTAL REALIZED PAY VS RELATIVE TSR		FIVE-YEAR NEO TOTAL REALIZED PAY VS RELATIVE TSR

Alignment of Executives and Stockholders

PSUs TIED TO
STRATEGIC
GOALS

THREE-YEAR
VESTING
OF RSUs

SUBSTANTIAL
STOCK
OWNERSHIP
REQUIREMENTS

CLAWBACK
PROVISIONS

ALIGNED INTERESTS
BETWEEN OUR
EXECUTIVES AND
STOCKHOLDERS

2021 PricewaterhouseCoopers LLP Services and Fees

Type of Professional Service	2021		2020
Audit Fees	$	2,846,229	$	2,813,068
Audit-Related Fees⁽¹⁾	$	31,417	$	221,580
Tax Fees⁽²⁾	$	2,264,445	$	2,002,587
All Other Fees⁽³⁾	$	900	$	2,700

⁽¹⁾	2020 audit-related fees are principally related to the comfort letter for our debt issuance in 2020.
⁽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 as follows:

Type of Tax Service	2021		2020
Tax compliance and preparation services (comprised of preparation of original and amended tax returns, claims for refunds, and tax payment planning services)	$	564,445	$	581,063
Tax compliance services related to PTC’s expatriate employees	$	0	$	11,493
Other tax services, including tax planning and advice services and assistance with tax audits	$	1,700,000	$	1,410,031
Total	$	2,264,445	$	2,002,587

⁽³⁾	Consists of fees for accounting research and compliance software.


		See Proposal 3 for more information about PricewaterhouseCoopers LLP's services.

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TABLE OF CONTENTS

3		LETTER FROM OUR CHAIRMAN

4		2021 STOCKHOLDER ENGAGEMENT

6		CORPORATE SUSTAINABILITY AND RESPONSIBILITY
9		Corporate Governance Highlights

10		PROXY STATEMENT SUMMARY
10		Matters to be Voted on at the Meeting
11		Director Nominees
12		Alignment of Pay and Performance
12		2021 PricewaterhouseCoopers LLP Services and Fees

14		INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

15		PROPOSAL 1: ELECTION OF DIRECTORS
16		Board Diversity
17		Director Nominees
17		Independence of Our Directors

22		CORPORATE GOVERNANCE
22		Board Leadership Structure
22		Board and Committee Meetings; Attendance at the Annual Meeting
22		Director Election Process and Voting Standard
22		Board Evaluation Process
23		Director Nominations and Board Refreshment
24		Board Risk Oversight
24		The Committees of the Board
27		Director and Executive Officer Stock Ownership Requirements
27		No Hedging or Pledging of PTC Equity
27		Communications with the Board

28		DIRECTOR COMPENSATION
28		Director Compensation Process and Decisions
29		2021 Director Compensation

30		INFORMATION ABOUT OUR EXECUTIVE OFFICERS

31		PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
31		Summary of Our Compensation Practices
31		Effect of Say-on-Pay Vote

32		COMPENSATION DISCUSSION AND ANALYSIS
32		Letter from the Compensation Committee
33		Our Compensation Philosophy and Practices
36		2021 Compensation Design
40		2021 CEO Compensation Decisions
40		2021 NEO Compensation Decisions
42		How We Set Executive Compensation
42		Independent Compensation Consultant
42		Consultation with Management
42		Compensation Committee Calendar
43		Determination of the Total Amount of Compensation
44		Other Important Elements of Our Compensation Program
44		Compensation Clawback Policy
44		Stock Ownership Requirements
44		No Hedging or Pledging of PTC Stock
44		Severance and Change in Control Arrangements
45		Timing of Equity Grants
45		Consideration of Stock-Based Compensation Expense and Dilution
46		Annual Assessment of Risks Associated with Our Compensation Programs
47		Compensation Committee Report

48		EXECUTIVE COMPENSATION
48		Summary Compensation Table
49		Grants of Plan-Based Awards
51		Outstanding Equity Awards at Fiscal Year-End
52		Option Exercises and Stock Vested
53		Potential Payments upon Termination or Change in Control

56		CEO PAY RATIO

57		PROPOSAL 3: ADVISORY VOTE TO CONFIRM THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022
57		Engagement of Independent Auditor and Approval of Professional Services and Fees
58		PricewaterhouseCoopers LLP Professional Services and Fees
59		Report of the Audit Committee
59		Attendance at the Annual Meeting

60		INFORMATION ABOUT PTC COMMON STOCK OWNERSHIP
60		Stockholders that Own at least 5% of PTC
61		Stock Owned by Directors and Officers

62		TRANSACTIONS WITH RELATED PERSONS
62		Review of Transactions with Related Persons
62		Transactions with Related Persons

63		STOCKHOLDER PROPOSALS AND NOMINATIONS
63		How to Submit a Proposal
63		Information to be Provided in Connection with Director Nominations

65		ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
65		Proposals to Be Voted on at the Meeting and Voting Standard
65		Effect of Abstentions and Broker Non-Votes
65		Voting by Proxy
66		Revoking Your Proxy
66		Confidentiality of Voting and Tabulation of the Votes
66		Announcement of Voting Results
66		Costs of Soliciting Proxies
66		Questions

67		OBTAINING A COPY OF OUR ANNUAL REPORT ON FORM 10-K

68		DELINQUENT SECTION 16(a) REPORTS

69		BY-LAW AMENDMENT

70		APPENDIX A
70		Non-GAAP Financial Measures
70		Non-GAAP Financial Measures used under Our Executives’ Performance-Based Compensation
71		Reconciliation of GAAP Results to Non-GAAP Financial Measures

72		REDUCING THE ENVIRONMENTAL IMPACT OF OUR SOLICITATIONS
72		Electronic Delivery of Proxy Materials
72		Materials Sent to Stockholders Sharing the Same Surname and Address

PTC Inc. - 2022 Proxy Statement 13

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

DATE
Monday,
January 31, 2022

TIME
12:30 p.m.
Eastern Standard Time

PLACE
PTC Inc.
121 Seaport Boulevard
Boston, MA 02210

2022 Annual Meeting of Stockholders

Proposals to be Voted on at the Meeting

Proposal		Board Recommendation
Elect eight directors to serve until the 2023 Annual Meeting of Stockholders.		✓ FOR
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 independent registered public accounting firm for the current fiscal year.		✓ FOR

How You May Vote

All stockholders as of December 2, 2021 have the right to attend and vote at the Annual Meeting of Stockholders. You may vote by proxy before the meeting. You may attend the meeting even if you have voted by proxy before the meeting. 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.

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, if you received a proxy card, by telephone or mail.

If you vote by proxy, your shares will be voted at the meeting as you instruct. If you submit your 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 Notice of Meeting is properly presented at the Annual Meeting, your shares will be voted in accordance with the designated proxies’ best judgment.

VOTING IN PERSON
If you wish to vote in person, you must have the required documentation described below with you.

If you are a record holder (that is, you hold your shares directly and not through a brokerage account), you should bring a government issued document that identifies you (such as a Driver’s License or Passport).

If you are a beneficial holder (that is, you hold your shares through a brokerage account), you will need to obtain a legal proxy from the brokerage firm to enable you to vote at the meeting. You should also bring a government issued document that identifies you.

You have one vote for each share of common stock that you owned at the close of business on December 2, 2021. On that date, there were 117,871,903 shares outstanding. See ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING for additional information about voting and other administrative matters.

We made this proxy statement available to stockholders on December 20, 2021.

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Proposal 1

ELECTION 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.

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 Nominating 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.

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

Snapshot of Board Composition

Supermajority is Independent	Tenure is Well-Balanced	Gender is Diverse
Independent – 7	0 – 4 Years – 3	Women – 2
Not Independent – 1	5 – 11 Years – 2	Men – 6
	12+ Years – 3
Stockholder Interests are Protected Seven of the eight director nominees, including our Board chairman, are independent. Our President and CEO is not independent. 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.	Stockholders Benefit from Effective Board Refreshment The Board strives 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. Our President and CEO has served on the Board for over 12 years.	Stockholders Benefit from Existence of Diverse Views Of our eight directors, two are women. This composition provides a diverse set of viewpoints and experiences that we believe benefits stockholders. Effective February 8, 2022, Ms. Michal Katz will join the Board. Ms. Katz is considered independent – increasing both gender diversity and the supermajority of independent directors on the Board.

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STRONG AND EFFECTIVE BOARD DUE TO GOOD BALANCE OF QUALIFICATIONS, SKILLS, AND EXPERIENCE

Leadership

Strategy

Global

Financial

Software Industry

Manufacturing

Marketing

R&D

Mark Benjamin

Janice Chaffin

James Heppelmann

Klaus Hoehn

Paul Lacy

Corinna Lathan

Blake Moret

Robert Schechter

Total

Board Diversity

The Nominating Committee’s mandate is to create and maintain a Board with a diversity of skills and attributes that is aligned with PTC’s current and anticipated future strategic needs. The Board and Nominating 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, cultural backgrounds, sexual identity, and gender orientation is desirable. Entering 2021, our Board had eight members – three of which were diverse, with two directors that were women and one director identifying as LGBTQ+. One of those directors resigned in mid-2021, leaving only gender diversity on the Board.

The Board currently had two director searches open in 2021 and actively sought 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. We had success with this approach previously when we were seeking to add women to the Board by expanding the searches to include leaders of significant business units within public companies and reaching into academia, leading to the selections of Janice Chaffin and Cori Lathan, respectively. Effective February 8, 2022, Ms. Michal Katz will join the Board. We hope to add a racially or ethnically diverse director to the Board within the next year as a result of the remaining open director search.

BOARD DIVERSITY MATRIX (AS OF DECEMBER 15, 2021)

Total Number of Directors: 8

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6	—	—

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

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Director Nominees

Independence of Our Directors

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


MARK BENJAMIN Director Since 2021 Age 51 Board Committees Compensation (Chair) Cybersecurity Other Public Company Boards ⬢ Nuance Communications, Inc.	Key Qualifications: ⬢Extensive leadership experience with large global technology companies, including Nuance Communications, NCR Corporation, and ADP. ⬢Extensive experience advancing growth initiatives related to cloud, SaaS, mobile, big data, and IoT solutions. Career Highlights: ⬢Chief Executive Officer, Nuance Communications, Inc., a global software company that provides speech recognition solutions powered by artificial intelligence, April 2018 – Present ⬢President and Chief Operating Officer of NCR Corporation, a provider of enterprise software, hardware and services, from October 2016 to March 2018 ⬢Over 20 years in various leadership positions at Automatic Data Processing, Inc. (ADP), a provider of human resources management software and services, including as President of Global Enterprise Solutions from July 2013 to October 2016. Education: ⬢Bachelor’s degree in international finance and marketing from the University of Miami. Skills and Attributes:
		Leadership	Strategy	Global	Financial
		Software Industry	Marketing


JANICE CHAFFIN Director Since 2013 Age 67 Board Committees Cybersecurity (Chair) Corporate Governance (Chair) Nominating (Chair) Other Public Company Boards ⬢Informatica Inc. ⬢Synopsys, Inc. ⬢Electronics for Imaging Inc. (2018 – 2019) ⬢International Game Technology (2010 – 2015)	Key Qualifications: ⬢Significant leadership experience with large global technology companies. ⬢Financial and accounting expertise as a result of her positions at Symantec Corporation and Hewlett-Packard Company and her service on the Audit Committees of Synopsys, International Game Technology and Informatica. ⬢Significant expertise in corporate governance due to her being a NACD Fellow from 2015 – 2022, the highest credential level for corporate directors by the National Association of Corporate Directors. ⬢Regular speaker on the topic of Diversity, Equity, and Inclusion at the Anderson School of Management at the University of California, Los Angeles. Career Highlights: ⬢Group President, Consumer Business Unit, Symantec, a global leader in providing cybersecurity solutions, April 2007 – March 2013 ⬢Chief Marketing Officer, Symantec, 2003 – 2007 ⬢Over 20 years at Hewlett-Packard Company, in management and marketing leadership positions. Education: ⬢Bachelor of Arts – University of California, San Diego ⬢Master of Business Administration – University of California, Los Angeles Skills and Attributes:
		Leadership	Strategy	Global	Financial
		Software Industry	Marketing

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JAMES HEPPELMANN Director Since 2008 Age 57 Board Committees None Other Public Company Boards ⬢Sensata Technologies Holding plc ⬢Agile Growth Corp., a special purchase acquisition company	Key Qualifications: ⬢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 before its acquisition by PTC. ⬢Extensive knowledge of PTC’s history, technologies and the markets in which PTC operates. ⬢Financial and marketing expertise as a result of his positions as Chief Executive Officer, Chief Operating Officer and Chief Product Officer of PTC. ⬢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. Career Highlights: ⬢President and Chief Executive Officer, PTC, October 2010 – Present ⬢President and Chief Operating Officer, PTC, March 2009 – September 2010 ⬢Executive Vice President and Chief Product Officer, PTC, February 2003 – February 2009 ⬢Executive Vice President, Software Solutions, and Chief Technology Officer, PTC, June 2001 – January 2003 ⬢Joined PTC in 1998 Education: ⬢Bachelor’s degree in Mechanical Engineering – University of Minnesota Skills and Attributes:
		Leadership	Strategy	Global	Financial
		Software Industry	Manufacturing	Marketing	Research and Development


KLAUS HOEHN Director Since 2015 Age 70 Board Committees Corporate Governance Nominating	Key Qualifications: ⬢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. ⬢His experience at Deere, a customer of PTC, makes him uniquely qualified to serve as the “voice of the customer” on the Board. ⬢Technology and research and development expertise as a result of his positions at Deere, including his role that included corporate-level responsibility for directing advanced technology development and engineering services that support worldwide agricultural, construction, and commercial and consumer equipment design and manufacturing. Career Highlights: ⬢Senior Advisor, Innovation and Technology, to the Office of the Chairman, Deere & Company, November 2018 – December 2020 ⬢Vice President, Advanced Technology and Engineering, Deere & Company, January 2006 – November 2018 ⬢Over 12 years’ earlier experience at Deere & Company in various engineering and product development roles. Education: ⬢Bachelor’s degree in Mechanical and Agricultural Engineering – Rostock University, Germany ⬢Master’s degree in Mechanical and Agricultural Engineering – Rostock University, Germany ⬢Doctorate degree in Mechanical and Agricultural Engineering – Rostock University, Germany Skills and Attributes:
		Leadership	Strategy	Global	Manufacturing
		Research and Development

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PAUL LACY Director Since 2009 Age 74 Board Committees Audit (Chair) Compensation Corporate Governance Nominating	Key Qualifications: ⬢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. ⬢Significant leadership and public company software experience as a result of his positions at Kronos Incorporated. Career Highlights: ⬢President, Kronos Incorporated, a global enterprise software company, May 2006 – June 2008 ⬢President, Chief Financial and Administrative Officer, Kronos Incorporated, November 2005 – April 2006 ⬢Executive Vice President and Chief Financial and Administrative Officer, Kronos Incorporated, April 2002 – October 2005 Education: ⬢Bachelor of Science in Accounting – Boston College ⬢Juris Doctor – Boston College School of Law Skills and Attributes:
		Leadership	Strategy	Global	Financial
		Software Industry	Marketing

CORINNA LATHAN

Director Since
2017

Age 54

Board Committees
Audit
Cybersecurity

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:

⬢Chief Executive Officer, Co-Founder and Chair of the Board, AnthroTronix, Inc., a biomedical engineering research and development company that creates diverse products in robotics, digital health, wearable technology, and augmented reality, July 1999 – Present

⬢Associate Professor of Biomedical Engineering, The Catholic University of America

⬢Adjunct Associate Professor of Aerospace Engineering, University of Maryland, College Park

Education:

⬢Bachelor of Arts degree in Biopsychology and Mathematics – Swarthmore College

⬢S.M. in Aeronautics and Astronautics – MIT

SEC Form DEF 14A filed by PTC Inc.