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 January 13, 2021, Mark Benjamin was appointed to the Board of Directors of
PTC, effective as of February 10, 2021. Mr. Benjamin, age 50, has served as the
Chief Executive Officer and a Director of Nuance Communications, Inc., a
software company that provides speech recognition solutions powered by
artificial intelligence, since April 2018. Before that, he served as President
and Chief Operating Officer of NCR Corporation, a provider of enterprise
software, hardware and services, from October 2016 to March 2018. Before that he
spent 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 at from July
2013 to October 2016. Mr. Benjamin holds a Bachelor's degree in International
Finance and Marketing from the University of Miami.
Mr. Benjamin's compensation for his service as a director will be established on
February 10, 2021, the date when the compensation for all directors for the year
will be established. Mr. Benjamin's compensation is expected to be commensurate
with that for our outside directors, other than our Board Chair. For the Board
service year ending February 10, 2021, our directors other than our Board Chair
were paid a cash retainer of $60,000 and an equity retainer of RSUs valued at
approximately $250,000 on the date of grant, which RSUs generally vest on the
one-year anniversary of the grant date. He is also expected to receive a
one-time initial onboarding grant of RSUs valued at 1.5x his annual equity
retainer, which RSUs will vest in two substantially equal installments on the
first and second anniversaries of the grant date. His service on any
committee(s) of the Board will be established at a later date.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
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