Section 5 – Corporate Governance and Management
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Director
On August 27, 2024, Robert Bernshteyn was appointed to the Board of Directors of PTC Inc., effective as of September 9, 2024. Mr. Bernshteyn has also been appointed to serve as a member of the Compensation & People Committee of the Board of Directors.
Robert Bernshteyn has been a General Partner at ICONIQ Capital, a venture capital firm, since February 2024. Before that Mr. Bernshteyn served as the Chief Executive Officer and Chair of the Board of Directors of Coupa Software Incorporated, a provider of Business Spend Management solutions, from February 2009 through May 2023. Previously, Mr. Bernshteyn served in various positions at Success Factors Inc., a provider of cloud-based HCM solutions, and at Siebel Systems, Inc. Mr. Bernshteyn served on the board of directors of Medallia, Inc. from June 2019 to October 2021. Mr. Bernshteyn earned a B.S. in Information Systems from the State University of New York at Albany and an M.B.A. from Harvard Business School. Mr. Bernshteyn is 51 years old.
Mr. Bernshteyn’s compensation for service as a director will be commensurate with that for our outside directors, other than our Board Chair, for the current Board service year, as prorated for the year. He will be paid an annual cash retainer of $60,000, as pro-rated for the current year, payable quarterly in arrears, and will be granted an annual equity retainer of RSUs valued at approximately $250,000 on the grant date, as prorated for the year, which RSUs will vest on the earlier of the 2025 Annual Meeting of Shareholders and March 15, 2025. He will also receive a one-time initial new director grant of RSUs valued at $375,000 on the grant date, which RSUs will vest in two substantially equal installments on September 15, 2025 and 2026. For his service on the Compensation & People Committee, Mr. Bernshteyn will receive compensation commensurate with that for other Compensation & People Committee members, other than the Committee Chair, for the current service year. He will be paid a cash retainer of $12,500, which will be prorated for the year and will be payable quarterly in arrears.
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