Why is PTC's President and Chief Operating Officer leaving the role?

The filing states the transition comes in culmination of the successful CEO succession process. Mr. DiTullio will move from President and COO to a strategic advisor role to the Chief Executive Officer after September 30, 2024.

When does Michael DiTullio's role change take effect?

His last day as President and Chief Operating Officer is September 30, 2024. He will serve as strategic advisor to the CEO from October 1, 2024 through June 30, 2025.

What compensation will Michael DiTullio receive as strategic advisor?

He will receive a salary of $412,500 for the advisory period and an RSU award valued at $3.0 million, granted October 1, 2024. The RSUs vest in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027.

What severance and benefits is Mr. DiTullio entitled to at the end of the advisory period?

Subject to a general release of claims, he will receive cash severance equal to 1x his current base salary and target bonus, a total of $1.1 million, continuation of medical, dental and vision plan benefits, and continued vesting of equity held by him. These terms are provided under his existing Executive Agreement dated November 16, 2023.

Where can investors find more detail on Mr. DiTullio's existing agreement?

The filing refers readers to the company's Annual Report on Form 10-K for the period ended September 30, 2023, which describes his Executive Agreement dated November 16, 2023.

PTC 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed July 16, 2024. Cited figures are marked; the original filing is the authoritative source.

PTC Inc. filed a Current Report on Form 8-K dated July 16, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements) to disclose a leadership transition tied to the company's CEO succession process.

Under an agreement reached on July 14, 2024, Michael DiTullio, who has served as President and Chief Operating Officer since February 2023, will step down from that role effective September 30, 2024, and transition to a strategic advisor to the Chief Executive Officer from October 1, 2024 through June 30, 2025. For his advisory role, Mr. DiTullio will receive a salary of $412,500^a for the advisory period and an RSU award valued at $3.0 million granted on October 1, 2024. The award vests in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027.

At the end of the advisory period, and subject to a general release of claims, he will be entitled to cash severance equal to 1x his current base salary and target bonus (a total of $1.1 million^b), continuation of medical, dental and vision benefits, and continued vesting of equity, all as provided under his existing Executive Agreement dated November 16, 2023. For investors, the filing is primarily a management-transition disclosure.

It describes the executive's compensation and separation terms but does not describe the identity of the incoming CEO or the financial results of the company. The filing's exhibit list includes only the Inline XBRL cover page (Exhibit 104).

02—Key points

Key Highlights

Michael DiTullio, President and Chief Operating Officer since February 2023, will transition from that role with his last day as President and COO being September 30, 2024.
The transition is described as the culmination of the successful CEO succession process at PTC.
From October 1, 2024 through June 30, 2025, DiTullio will serve as strategic advisor to the Chief Executive Officer, receiving a salary of $412,500 for that period.
An RSU award valued at $3.0 million will be granted on October 1, 2024, vesting in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027.
Upon completion of the advisory period and execution of a general release, DiTullio is entitled to cash severance of 1x base salary and target bonus (a total of $1.1 million), benefits continuation, and continued equity vesting.
The severance and related terms are governed by his existing Executive Agreement dated November 16, 2023, as described in the company's Form 10-K for the period ended September 30, 2023.

03—Questions

Frequently Asked Questions

Why is PTC's President and Chief Operating Officer leaving the role?
The filing states the transition comes in culmination of the successful CEO succession process. Mr. DiTullio will move from President and COO to a strategic advisor role to the Chief Executive Officer after September 30, 2024.
When does Michael DiTullio's role change take effect?
His last day as President and Chief Operating Officer is September 30, 2024. He will serve as strategic advisor to the CEO from October 1, 2024 through June 30, 2025.
What compensation will Michael DiTullio receive as strategic advisor?
He will receive a salary of $412,500 for the advisory period and an RSU award valued at $3.0 million, granted October 1, 2024. The RSUs vest in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027.
What severance and benefits is Mr. DiTullio entitled to at the end of the advisory period?
Subject to a general release of claims, he will receive cash severance equal to 1x his current base salary and target bonus, a total of $1.1 million, continuation of medical, dental and vision plan benefits, and continued vesting of equity held by him. These terms are provided under his existing Executive Agreement dated November 16, 2023.
Where can investors find more detail on Mr. DiTullio's existing agreement?
The filing refers readers to the company's Annual Report on Form 10-K for the period ended September 30, 2023, which describes his Executive Agreement dated November 16, 2023.

04—Continue

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