01—Abstract
Summary
Summary of the 8-K filed September 3, 2024. Cited figures are marked; the original filing is the authoritative source.
PTC Inc. filed a Form 8-K on September 3, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report the appointment of a new director.
On August 27, 2024, Robert Bernshteyn was appointed to the Board of Directors, effective September 9, 2024, and was also named to the Compensation & People Committee. Mr. Bernshteyn has been a General Partner at ICONIQ Capital, a venture capital firm, since February 2024. He previously served as Chief Executive Officer and Chair of the Board of Coupa Software Incorporated from February 2009 through May 2023, and held various positions at Success Factors Inc. and Siebel Systems, Inc. He also served on the board of Medallia, Inc. from June 2019 to October 2021.
His director compensation is commensurate with that of PTC's outside directors (other than the Board Chair), prorated for the current service year. It includes an annual cash retainer of $60,000,a an annual equity retainer of RSUs valued at approximately $250,000, and a one-time initial new director grant of RSUs valued at $375,000 that vests in two installments on September 15, 2025 and 2026.
He will also receive a $12,500b prorated cash retainer for Compensation & People Committee service. The filing does not indicate any change in PTC's financial results or operations.
02—Key points
Key Highlights
- Robert Bernshteyn appointed to PTC's Board of Directors on August 27, 2024, effective September 9, 2024
- Bernshteyn also appointed to the Compensation & People Committee of the Board
- Bernshteyn is a General Partner at ICONIQ Capital, a venture capital firm, since February 2024
- Former CEO and Chair of Coupa Software Incorporated (February 2009 through May 2023)
- Annual cash retainer of $60,000 (prorated) plus annual RSU equity retainer of approximately $250,000
- One-time initial new director RSU grant valued at $375,000, vesting in two installments on September 15, 2025 and 2026
- Committee cash retainer of $12,500 (prorated) for Compensation & People Committee service
03—Questions
Frequently Asked Questions
Who was appointed to PTC's Board of Directors?
Robert Bernshteyn was appointed to the Board of Directors on August 27, 2024, effective September 9, 2024, and was also appointed to the Compensation & People Committee.
What is Robert Bernshteyn's professional background?
He has been a General Partner at ICONIQ Capital since February 2024 and was CEO and Chair of the Board of Coupa Software Incorporated from February 2009 through May 2023. He previously held positions at Success Factors Inc. and Siebel Systems, Inc., and served on the board of Medallia, Inc. from June 2019 to October 2021.
How will Mr. Bernshteyn be compensated?
He will receive compensation commensurate with PTC's outside directors (other than the Board Chair), prorated for the year: a $60,000 annual cash retainer, an annual RSU equity retainer valued at approximately $250,000, and a one-time initial RSU grant valued at $375,000. He will also receive a $12,500 prorated cash retainer for Compensation & People Committee service.
When do Mr. Bernshteyn's equity awards vest?
The annual equity retainer RSUs vest on the earlier of the 2025 Annual Meeting of Shareholders and March 15, 2025. The one-time initial new director RSU grant vests in two substantially equal installments on September 15, 2025 and September 15, 2026.
Does this filing report changes to PTC's financial results?
No. This 8-K reports only the board appointment and related director compensation under Item 5.02.
04—Continue