MEMORANDUM
TO: Compensation Committee
FROM: Compensation Advisory
DATE: June 23, 2026
RE: CEO Compensation Benchmarking — PTC INC. (PTC)
**CONFIDENTIAL**This analysis assesses whether the total direct compensation of PTC INC.'s Chief Executive Officer is competitive relative to a defined peer group of publicly traded companies. All compensation data were sourced from SEC DEF 14A proxy statements filed with EDGAR, covering PTC's fiscal year 2025 (October 1, 2024 – September 30, 2025). The primary benchmark metric is total direct compensation (TDC), defined as base salary plus annual incentive plus long-term incentive awards at grant date fair value, adjusted to exclude explicitly non-recurring items such as sign-on, make-whole, and transaction-specific retention awards. Normalization rules also include annualization of partial-year CEO tenures where applicable and flagging of unusual disclosure structures that may impair comparability; peer data more than one year stale relative to the subject proxy year are excluded. This analysis carries a high confidence rating: the peer population consists of 13 eligible peers (above the 10-peer threshold), the subject CEO's TDC is fully reported with no proration required, and no confirmed one-time awards were excluded from the subject's normalized TDC.
The peer group reflects the compensation comparator group disclosed by PTC INC. in its fiscal year 2025 proxy statement (DEF 14A filed December 23, 2025; SEC Accession No. 0001104659-25-124170). PTC's Compensation and People Committee selected 17 publicly traded U.S. software companies using revenue within approximately 0.5x–2.5x and market capitalization within approximately 0.5x–4.0x of PTC's, with allowance for companies exhibiting strong product or service similarity outside those parameters.
| # | Company | Ticker |
|---|---|---|
| 1 | Akamai Technologies, Inc. | AKAM |
| 2 | ANSYS, Inc. | ANSS |
| 3 | Autodesk, Inc. | ADSK |
| 4 | Bentley Systems, Inc. | BSY |
| 5 | Cadence Design Systems | CDNS |
| 6 | CrowdStrike Holdings, Inc. | CRWD |
| 7 | Dayforce Inc. | DAY |
| 8 | Dynatrace, Inc. | DT |
| 9 | F5, Inc. | FFIV |
| 10 | Fair Isaac Corporation | FICO |
| 11 | Guidewire Software, Inc. | GWRE |
| 12 | Nutanix, Inc. | NTNX |
| 13 | Open Text Corporation | OTEX |
| 14 | Paycom Software, Inc. | PAYC |
| 15 | Trimble, Inc. | TRMB |
| 16 | Tyler Technologies, Inc. | TYL |
| 17 | WEX, Inc. | WEX |
Excluded peer (1): Open Text Corporation (OTEX) is excluded from all quantitative statistics due to a data retrieval failure; as a Canadian foreign private issuer, OTEX does not file DEF 14A proxy statements with the SEC, and its Management Information Circular was not retrievable from SEDAR+ without manual remediation and CAD-to-USD currency conversion.
Conditional peers (3): The following peers are excluded from primary quantitative statistics and noted for reference only:
The primary quantitative benchmark is therefore based on 13 eligible peers.
Neil Barua has served as Chief Executive Officer of PTC INC. since February 14, 2024. He served as CEO for the entirety of PTC's fiscal year 2025 (October 1, 2024 – September 30, 2025); no proration was applied to his compensation. The table below summarizes his reported and adjusted compensation as disclosed in PTC's FY2025 DEF 14A proxy filing.
| Component | Reported ($) | Adjusted ($) | Notes |
|---|---|---|---|
| Base Salary | $800,000 | $800,000 | Full-year salary; consistent with stated annual base |
| Annual Incentive | $1,620,000 | $1,620,000 | Corporate Incentive Plan (CIP); settled in PTC common stock despite SCT classification as Non-Equity Incentive Plan Compensation |
| Stock Awards | $21,720,456 | $21,720,456 | Three annual RSU tranches (ARR performance RSUs, rTSR RSUs, time-based RSUs); no tranches labeled non-recurring |
| Option Awards | — | — | No option awards granted |
| Total LTI | $21,720,456 | $21,720,456 | Equals stock awards; no option awards |
| Other Compensation | $174,672 | $174,672 | Includes $119,879 executive security program and $42,752 personal aircraft; ~15× FY2024 level of $11,504 |
| Total Direct Compensation | $24,315,129 | $24,315,129 | No one-time exclusions applied; normalization confidence: High |
Neil Barua served as CEO for the full fiscal year; no partial-year adjustment is required or applied.
The following table presents the TDC distribution across the 13 eligible peers, providing the distributional context against which Neil Barua's compensation is assessed.
| Statistic | Total Direct Compensation ($) |
|---|---|
| 90th Percentile (P90) | $56,683,576 |
| 75th Percentile (P75) | $30,091,165 |
| Median (P50) | $22,569,085 |
| 25th Percentile (P25) | $15,954,172 |
| 10th Percentile (P10) | $8,858,370 |
| Mean | $25,588,928 |
| Neil Barua | $24,315,129 |
The mean ($25,588,928) is materially elevated above the median ($22,569,085), reflecting the influence of two high-outlier peers — CrowdStrike Holdings (CRWD, $59,239,143) and Cadence Design Systems (CDNS, $56,683,576) — both above the upper Tukey fence of $51,296,654. The median is the more representative measure of central tendency for this distribution.
Component-Level Peer Statistics
| Component | P25 ($) | Median ($) | P75 ($) |
|---|---|---|---|
| Base Salary | $750,000 | $800,000 | $950,000 |
| Annual Incentive | $823,899 | $1,100,000 | $1,614,938 |
| Total LTI | $15,542,501 | $18,386,226 | $27,242,330 |
Note: The base salary P25 of $750,000 is depressed by Akamai Technologies' nominal $1 CEO salary (founder CEO structure) and should be interpreted accordingly.
Pay Mix Comparison
| Base | STI | LTI | |
|---|---|---|---|
| Peer Median | 3.5% | 4.5% | 90.8% |
| Neil Barua (PTC) | 3.3% | 6.7% | 89.3% |
Figure 1: Neil Barua's total direct compensation of $24,315,129 falls at approximately the 53.2nd percentile of the 13-company peer group TDC distribution; the shaded band represents the interquartile range (P25–P75).
Figure 2: Pay mix comparison — Neil Barua (PTC) versus the peer group median; segments represent Base Salary, Annual Incentive (STI), and Long-Term Incentive (LTI) as a percentage of total direct compensation.
Overall TDC Positioning
Neil Barua's total direct compensation of $24,315,129 for fiscal year 2025 is positioned near the median of the 13-company peer group, falling at approximately the 53rd percentile. If included in the peer ranking, Barua would rank 5th among the 13 eligible peers by total direct compensation, with 4 peers above and 9 peers below his level. His TDC is approximately 7.7% above the peer median of $22,569,085.
Component-Level Observations
At the component level, base salary of $800,000 is exactly at the peer median (P50 = $800,000), reflecting no divergence from the overall near-median positioning. Annual incentive of $1,620,000 is positioned above the 75th percentile of the peer distribution (P75 = $1,614,938), placing it just above the upper quartile — driven in part by the equity settlement of the CIP award, which may affect comparability with peers reporting cash-settled short-term incentives. Total long-term incentive of $21,720,456 is above the peer median but below the 75th percentile (between P50 of $18,386,226 and P75 of $27,242,330), placing it at approximately the 63rd–64th percentile of the LTI distribution.
Pay Mix Observation
PTC's CEO pay mix is broadly consistent with peer norms. Base salary represents 3.3% of TDC versus the peer median of 3.5%, within the normal range and not flagged as materially heavier on fixed pay. Short-term incentive represents 6.7% of TDC versus the peer median of 4.5% — modestly elevated but within a reasonable range and not triggering the 10 percentage point threshold for a flag. Long-term incentive represents 89.3% of TDC versus the peer median of 90.8% — approximately 1.5 percentage points below the peer median, well within the ±15 percentage point threshold and not flagged. No material pay mix anomalies are identified; PTC's equity-heavy pay structure is consistent with the broader peer group.
Analyst Narrative
Neil Barua, Chief Executive Officer of PTC INC., received total direct compensation of $24,315,129 for fiscal year 2025 (October 1, 2024 – September 30, 2025), placing him near the median of the 13-company proxy-disclosed peer group at approximately the 53rd percentile — roughly 7.7% above the peer median of $22,569,085. If included in the peer ranking, Barua would rank 5th among the 13 eligible peers, with 4 peers above and 9 below his compensation level. At the component level, base salary of $800,000 is exactly at the peer median (P50), while total long-term incentive awards of $21,720,456 position him above the peer median but below the 75th percentile (between P50 of $18,386,226 and P75 of $27,242,330, at approximately the 63rd–64th percentile), and the annual incentive of $1,620,000 positions him just above the peer 75th percentile ($1,614,938) — driven in part by equity settlement of the CIP award. Two material data caveats warrant analyst attention: first, PTC's FY2025 equity grants of $21,720,456 represent a ~55% year-over-year increase from FY2024 stock awards of $13,968,399, which may reflect Barua's first full CEO compensation cycle ramp-up rather than a structural change in target award levels; and second, the Non-Equity Incentive Plan Compensation of $1,620,000, while classified as cash incentive in the Summary Compensation Table, was settled in PTC common stock, which may affect pay-mix comparability with peers reporting cash-settled short-term incentives.
This section is not applicable to this analysis: the subject CEO's compensation is positioned at or above the peer group median, or the subject CEO is a founder or controlling shareholder for whom market-rate positioning serves as informational context rather than a prescriptive benchmark.