Ptc Inc DEF 14A, filed Jan 3, 2024

Ptc Inc. (PTC)

DEF 14A 2024-01-03 For: 2024-02-14

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Added on June 12, 2026

About this DEF 14A

Ptc Inc filed this DEF 14A on January 3, 2024.

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	☐ Preliminary Proxy Statement
	☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☑ Definitive Proxy Statement
	☐ Definitive Additional Materials
	☐ Soliciting Material under §240.14a-12

	JANICE CHAFFIN LEAD INDEPENDENT DIRECTOR				Dear Fellow Stockholders,
					On February 14, 2024, the day of the Company’s Annual Stockholders’ Meeting, Neil Barua will succeed Jim Heppelmann as Chief Executive Officer of PTC. At that time, Jim will also transition from the Board. Neil’s appointment is the culmination of the Board’s comprehensive succession planning process to ensure leadership continuity and position PTC for continued growth.
					PTC first announced the Board’s CEO succession plan in July 2023. Since that time, Neil and Jim have run the business together and have met with customers, employees, investors, and partners around the world. The Board is pleased with how professional and orderly the succession process has been and we look forward to the future of PTC under Neil’s leadership.
					The Board sincerely thanks Jim for all his contributions to PTC and congratulates him on a distinguished career. Over his 26 years with the company, including the last 13 as CEO, Jim’s visionary leadership helped transform all aspects of PTC and drove long-term value for shareholders. We wish Jim and his family well as they begin this next chapter in life.
					As we look forward, we are confident that PTC has never been in a better position to deliver value to our customers and shareholders.
					On behalf of our entire organization, we thank you for your support and we look forward to seeing you at our Annual Meeting on February 14.
					Sincerely,
					Janice Chaffin Lead Independent Director
					January 3, 2024

		WHEN			WHERE			RECORD DATE
		Wednesday, February 14, 2024 10:00 a.m., Boston Time			PTC Inc. 121 Seaport Boulevard Boston, MA 02210			All stockholders as of the record date, December 8, 2023, have the right to attend and vote at the Annual Stockholders’ Meeting.

	1			2023 HIGHLIGHTS
	1			Business Performance Highlights
	1			Sustainability Highlights
	2			Proxy Summary
	2			Director Nominees
	3			Corporate Governance Highlights
	3			Executive Compensation Highlights
	4			2023 PricewaterhouseCoopers LLP Services and Fees
	5			Corporate Governance and Board of Directors
	5			Proposal 1 — Election of Directors
	5			Board Leadership Structure
	6			Snapshot of Board Composition
	7			Specific Qualifications, Skills, and Experience
	8			Board Diversity
	9			Director Nominees
	9			Independence of Our Directors
	9			Biographies
	14			Board and Committee Meetings and Attendance at the Annual Meeting
	14			Director Election Process and Voting Standard
	14			Board Evaluation Process
	15			Director Nominations and Board Refreshment
	15			Board Risk Oversight
	17			The Committees of the Board
	20			Director and Executive Officer Stock Ownership Requirements
	20			No Hedging or Pledging of PTC Equity
	20			Director Compensation
	21			Director Compensation Table
	22			Communications with the Board
	23			Executive Compensation
	23			Information About Our Executive Officers
	25			Proposal 2 — Advisory Vote on the Compensation of Our Named Executive Officers
	27			Compensation Discussion and Analysis
	27			Our Compensation Philosophy
	27			Our Compensation Design and Practices
	29			FY2023 Performance-Based Compensation
	32			FY2023 Compensation Decisions
	34			How We Set Executive Compensation

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

	☑ No fee required
	☐ Fee paid previously with preliminary materials
	☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

		IMPORTANT NOTICE OF THE INTERNET AVAILABILITY OF PROXY MATERIALS
		The Proxy Statement and our 2023 Annual Report are available to stockholders at proxyvote.com. We made this proxy statement available to stockholders beginning on January 3, 2024.

Name and Primary Occupation		Age	Director since	Independent	PTC Committee Memberships
Name and Primary Occupation		Age	Director since	Independent	Audit	Compensation and People	Corporate Governance	Cybersecurity
	Neil Barua CEO-Elect, PTC Inc.	46	2023
	Mark Benjamin Former Chief Executive Officer, Nuance Communications	53	2021
	Janice Chaffin Former Group President, Consumer Business Unit, Symantec	69	2013
	Amar Hanspal Former Chief Executive Officer, Bright Machines; Former Co-CEO, Autodesk	60	2022
	Michal Katz Head of Investment and Corporate Banking, Americas, Mizuho Financial Group	56	2022
	Paul Lacy Former President, Kronos Incorporated	76	2009
	Dr. Corinna Lathan Former Chief Executive Officer, AnthroTronix	56	2017
	Janesh Moorjani Chief Financial Officer and Chief Operating Officer of Elastic N.V.	51	2023
	Robert Schechter Former Chief Executive Officer, NMS Communications	75	2009
	Total Meetings in 2023	Board — 5			8	4	4	4

	$3,423,519 Audit + Audit-Related Fees				$978,132 Tax Preparation + Related Fees				$1,900,900 Other Tax + Reporting Software Fees
					$6,302,551 Total PwC Fees

			PROPOSAL 1
			Election of Directors The Board is elected by the shareholders to represent and protect their interest in PTC. The Board selects and oversees the members of senior management, who are responsible for conducting the business of PTC.
All director nominees are current directors of the company. Information about each of the director nominees, including their qualifications, skills and experience that led the Corporate Governance Committee and the Board to conclude that the director should serve as a director of the company, is discussed below. Information about their PTC stock ownership is set forth in Information about PTC Common Stock Ownership — Stock Owned by Directors and Officers.

				LEADERSHIP			Our business is complex and evolving rapidly. Individuals who have led companies or operating business units of significant size have proven leadership experience in developing and advancing a vision and making executive-level decisions.
				STRATEGY			Our success depends on successful development and execution of our corporate strategy, including successful selection and execution of strategic alliances and acquisitions.
				GLOBAL			We are a global company, with approximately 40% of our revenue coming from the Americas, 40% from Europe and 20% from the Asia-Pacific region. Global experience enhances understanding of the complexities and issues associated with running a global business and the challenges we face.
				FINANCIAL			Our business and financial model is complex and multinational. Individuals with financial expertise are able to identify and understand the issues associated with our business and financial model.
				SOFTWARE INDUSTRY			We are an enterprise software company. Those with enterprise software experience are better able to understand the risks and opportunities facing our business.
				MANUFACTURING			We primarily serve companies in the manufacturing industry. Understanding of this industry enhances understanding of how we can best address the needs of our customers.
				MARKETING			Our business depends on successfully creating awareness of our products and entering new markets. Persons with marketing experience can help us identify ways to do so successfully.
				RESEARCH AND DEVELOPMENT			Our business depends on the success of our research and development efforts to develop our products and expand our offerings. Experience in this area enhances understanding of the challenges we face and best practices.

Total Number of Directors: 10	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		7		—		—
Part I: Demographic Background
Asian		—		3		—		—
White		3		4		—		—
Did Not Disclose Demographic Background		—		—

		BOARD OF DIRECTORS
					Ultimate responsibility for risk management oversight and oversight of management of risks not addressed by a committee

				COMMITTEE CHARTERS
				• Audit Committee Charter
				• Compensation and People Committee Charter
				• Corporate Governance Committee Charter
				• Cybersecurity Committee Charter


	• Articles of Organization • Bylaws • Code of Business Conduct and Ethics • Corporate Governance Guidelines • Lead Independent Director Charter				• Majority Voting Policy • Director Stock Ownership Policy • Executive Stock Ownership Policy • Executive Compensation Recoupment Policy

					JAMES HEPPELMANN
					Chairman of the Board of Directors, CEO

Name(1)	Fees Earned or Paid in Cash ($)			Stock Awards (#)		Stock Awards(2)(7) ($)			Total ($)
Mark Benjamin		$	92,500		1,901		$	249,905		$	342,405
Janice Chaffin(3) Lead Independent Director		$	107,500		1,901		$	249,905		$	357,405
Amar Hanspal		$	65,000		1,901		$	249,905		$	314,905
Michal Katz		$	68,938		1,901		$	249,905		$	318,843
Paul Lacy		$	112,500		1,901		$	249,905		$	362,405
Corinna Lathan		$	82,500		1,901		$	249,905		$	332,405
Janesh Moorjani(4)		$	17,646		4,037		$	548,830		$	566,476
Robert Schechter(3)		$	152,500		2,282		$	299,992		$	452,492
Klaus Hoehn(5)		$	35,000		—			—		$	35,000
Blake Moret(6)		$	64,932		1,901		$	249,905		$	314,837

Name	Restricted Stock Units (#)
Mark Benjamin		1,901
Janice Chaffin		1,901
Amar Hanspal		3,657
Michal Katz		3,462
Paul Lacy		1,901
Corinna Lathan		1,901
Janesh Moorjani		4,037
Robert Schechter		2,282
Klaus Hoehn		—
Blake Moret		—

			PROPOSAL 2
			Advisory Vote on the Compensation of Our Named Executive Officers This advisory vote on the compensation of our Chief Executive Officer and our other executive officers named in the Summary Compensation Table (our “named executive officers”) gives shareholders the opportunity to express their views on our named executive officers’ compensation as disclosed pursuant to Item 402 of Regulation S-K in Compensation Discussion and Analysis and Executive Compensation. This “say-on-pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers.

COMPENSATION PLAN AND OPERATING PERFORMANCE MEASURE	STRATEGIC GOAL
COMPENSATION PLAN AND OPERATING PERFORMANCE MEASURE	Increase Free Cash Flow	Increase Portfolio of Subscription Contracts
Annual Corporate Incentive Plan	Free Cash Flow Growth
Long-Term Operating Performance-Based RSUs		ARR Growth

	Performance Measure				Threshold (50% Earned)							Target (100% Earned)							Upside (200% Earned)							Achievement							Earned
	FY2023 ARR Growth over FY2022						6%							10%							16%							13%							144%

	Performance Measure				Threshold (25% Earned)							Target (100% Earned)							Upside (200% Earned)							Achievement							Earned
	AFCF Growth over FY2022						10%							25%							40%							34%							157%

Performance Measure	Weight		Threshold (50% Earned)		Target (100% Earned)		Upside (110% Earned)		Achievement		Earned
ARR Growth over FY2022		50%		8%		10%		14%		13%		106%
AFCF Growth over FY2022		50%		10%		25%		40%		34%		106%

	JAMES HEPPELMANN Chairman of the Board and Chief Executive Officer
				Mr. Heppelmann has been our Chief Executive Officer since 2010, during which time he has transformed the company into a dynamic force supporting the digital transformations of industrial enterprises. After evaluating Mr. Heppelmann’s compensation and performance for 2022, and considering that his total target compensation was at the compensation peer group median, the Committee made no changes to this target compensation for 2023.

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

	KRISTIAN TALVITIE Executive Vice President, Chief Financial Officer
				Mr. Talvitie has been our Chief Financial Officer since May 2019. After evaluating Mr. Talvitie’s compensation and performance for 2022 and his pay relative to other executives, the Committee increased his base salary to $515,000, his target annual performance-based bonus to $515,000, and his target annual long-term RSUs to $4,000,000 for 2023.

	MICHAEL DITULLIO President and Chief Operating Officer
				Mr. DiTullio entered FY2023 as the President, Digital Thread Business. After evaluating Mr. DiTullio’s compensation and performance for 2022 and his pay relative to other executives with a similar span of control, the Committee increased his base salary to $515,000, his target annual performance-based bonus to $515,000, and his target annual long-term RSUs to $4,000,000 for 2023. In February 2023, he was promoted to President and Chief Operating Officer. In connection with such promotion, the Committee increased his base salary to $550,000 and target bonus to $550,000, both of which were pro-rated for the year. He also received a promotion RSU grant valued at $500,000 on the date of grant that vests in three substantially equal tranches over three years.

	AARON VON STAATS Executive Vice President, General Counsel and Secretary
				Mr. von Staats has served as our General Counsel since 2003. When establishing his compensation for 2023, the Committee evaluated his compensation against the compensation peer group and his performance. Given his performance and his compensation relative to his peers in the compensation peer group, the Committee increased his target annual long-term RSUs to $2,500,000 for 2023 to maintain his total target compensation at approximately the 50th percentile.

Name and Principal Position	Year		Salary ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)(3)			Total ($)
James Heppelmann Chairman and Chief Executive Officer		2023		$	850,000		$	13,036,021		$	1,721,250		$	9,900		$	15,617,171
		2022		$	880,962		$	10,350,834		$	1,646,033		$	9,287		$	12,887,115
		2021		$	800,000		$	11,127,621		$	1,112,000		$	8,754		$	13,048,375
Neil Barua(4) CEO-Elect		2023		$	431,154		$	12,710,200		$	672,411		$	392,408		$	14,206,173
Kristian Talvitie EVP, Chief Financial Officer		2023		$	515,000		$	5,214,356		$	695,250		$	11,400		$	6,436,006
		2022		$	519,231		$	3,363,922		$	645,529		$	10,708		$	4,539,389
		2021		$	500,000		$	3,616,415		$	556,000		$	8,700		$	4,681,115
Michael DiTullio President and Chief Operating Officer		2023		$	536,539		$	5,714,301		$	724,118		$	9,900		$	6,984,857
		2022		$	468,750		$	3,346,195		$	583,484		$	12,866		$	4,411,295
		2021		$	424,231		$	3,338,170		$	472,600		$	9,522		$	4,244,523
Aaron von Staats EVP, General Counsel		2023		$	430,000		$	3,258,594		$	435,375		$	9,900		$	4,133,869
		2022		$	445,500		$	2,328,760		$	416,360		$	9,150		$	3,199,769
		2021		$	399,231		$	1,974,936		$	388,500		$	9,029		$	2,771,696

Executive Officer	Number of 2023 Target Performance-Based RSUs (#)		Maximum Value of Performance-Based RSUs Based on Closing Price on Grant Date ($)
James Heppelmann		38,510		$	9,999,507
Kristian Talvitie		15,404		$	3,999,803
Michael DiTullio		15,404		$	3,999,803
Aaron von Staats		9,626		$	2,499,487

Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards									Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Securities Underlying Stock or Units (#)		Grant Date Fair Value of Stock Awards(1) ($)
Name	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards(1) ($)
James Heppelmann Chairman and Chief Executive Officer		11/15/2022(2)		$	637,500		$	1,275,000		$	1,721,250
		11/16/2022(3)											9,627		19,255		38,510				$	4,577,940
		11/16/2022(4)											9,627		19,255		38,510				$	3,458,198
		11/16/2022(5)																	38,511		$	4,999,883
Neil Baura CEO-Elect		2/1/2023(2)		$	165,753		$	331,507		$	447,534
		7/27/2023(6)		$	63,288		$	126,575		$	170,877
		1/3/2023(7)																	4,325		$	517,486
		1/3/2023(7)																	18,328		$	2,192,945
		1/12/2023(8)																	15,256		$	1,999,909
		1/12/2023(9)																	22,885		$	2,999,995
		7/27/2023(10)																	34,413		$	4,999,865
Kristian Talvitie Executive Vice President, Chief Financial Officer		11/15/2022(2)		$	257,500		$	515,000		$	695,250
		11/16/2022(3)											3,851		7,702		15,404				$	1,831,176
		11/16/2022(4)											3,851		7,702		15,404				$	1,383,279
		11/16/2022(5)																	15,404		$	1,999,901
Michael DiTullio President and Chief Operating Officer		11/15/2022(2)		$	257,500		$	515,000		$	695,250
		2/23/2023(11)		$	10,692		$	21,384		$	28,868
		11/16/2022(3)											3,851		7,702		15,404				$	1,831,176
		11/16/2022(4)											3,851		7,702		15,404				$	1,383,279
		11/16/2022(5)																	15,404		$	1,999,901
		2/23/2023(12)																	3,841		$	499,945
Aaron von Staats Executive Vice President, General Counsel		11/15/2022(2)		$	161,250		$	322,500		$	435,375
		11/16/2022(3)											2,406		4,813		9,626				$	1,144,306
		11/16/2022(4)											2,406		4,813		9,626				$	864,415
		11/16/2022(5)																	9,627		$	1,249,873

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

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

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
James Heppelmann Chairman of the Board and Chief Executive Officer		284,083		$	37,501,797
Neil Barua CEO-Elect		22,653		$	3,184,986
Kristian Talvitie Executive Vice President, Chief Financial Officer		47,894		$	6,322,487
Michael DiTullio President and Chief Operating Officer		45,647		$	6,018,157
Aaron von Staats Executive Vice President, General Counsel		27,118		$	3,579,847

Grant Date	Grant Date Share Value ($)		Vest Date		Vest Date Share Value ($)		# of RSUs
Grant Date	Grant Date Share Value ($)		Vest Date		Vest Date Share Value ($)		James Heppelmann		Neil Barua		Kristian Talvitie		Michael DiTullio		Aaron von Staats
11/21/19		75.08		11/15/22		132.01		71,549				21,268		19,438		13,803
05/18/20		68.97		05/15/23		130.78								4,833
05/18/20		68.97		11/15/22		132.01						4,358
09/24/20		80.28		11/15/22		132.01		144,014
11/17/20		99.13		11/15/22		132.01		44,210				14,367		13,261		7,846
11/17/21		119.64		11/15/22		132.01		24,310				7,901		6,685		5,469
05/31/22		116.53		5/15/23		130.78								1,430
01/03/23		119.65		2/15/23		133.39				4,325
01/03/23		119.65		6/30/23		142.30				18,328

Name	Compensation	Event or Circumstances of Termination or Event
Name	Compensation	Termination without Cause or Voluntary Resignation in Specified Circumstances	Termination for Cause or Other Voluntary Resignation	Change in Control	Termination without Cause or Resignation for Good Reason within 2 Years Following a Change in Control	Disability or Death
James Heppelmann Chairman of the Board and Chief Executive Officer	Base Salary	2x	—	—	3x	—
	Target Bonus	2x(1)	—	—	3x	—
	Pro-Rated Target Bonus	—	—	1x Pro-Rated	—	—
	Accelerated Equity	100%(2)	—	—	100%	100%
	Benefits Continuation(3)	2 Years	—	—	2 Years	—
	Payment Term	2 Years	—	Upon Event	Upon Event	Upon Event
	Gross-Up Payment	—	—	—	—	—
Neil Barua CEO-Elect	Base Salary	2x	—	—	2x	—
	Target Bonus	2x	—	—	2x	—
	Pro-Rated Target Bonus	1x Pro-Rated	—	1x Pro-Rated	1x Pro Rated less Amount Paid on CIC	—
	Accelerated Equity	1 Year(4)	—	—	100%	100%
	Benefits Continuation(3)	18 Months	—	—	2 Years	—
	Payment Term	Upon Event	—	Upon Event	Upon Event	Upon Event
	Gross-Up Payment	—	—	—	—	—