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 March 12, 2022, Amar Hanspal was appointed to the Board of Directors of PTC, effective as of April 1, 2022.

Mr. Hanspal served as Chief Executive Officer at Bright Machines, Inc., a software company that focuses on factory automation combining robotics, machine vision and machine learning software, from May 2018 to December 2021. Before that, Mr. Hanspal served as co-CEO at Autodesk from February 2017 to June 2017, where he was instrumental in transitioning the company from an on-premise technology and software licensing model to a SaaS-based products and subscription model. Before that, he held roles at Autodesk that included Chief Product Officer from November 2011 to February 2017, Senior Vice President of Platform Solutions and Emerging Business, and Vice President of Collaboration Solutions. Mr. Hanspal was the Co-Founder and Vice President of Marketing and Business Development for RedSpark, Inc., which focused on collaborative product development applications for the discrete manufacturing industry. Mr. Hanspal holds a B.S. in mechanical engineering from Bombay University and a M.S. in mechanical engineering from State University of New York at Stony Brook. He has also completed the executive managerial program at Stanford University. Mr. Hanspal is 58 years old.

Mr. Hanspal's compensation for service as a director will be commensurate with that for our outside directors, other than our Board Chair, for 2022 Board service year, as prorated for year. He will be paid an annual cash retainer of $51,800, payable quarterly in arrears, and will be granted an annual equity retainer of RSUs valued at approximately $215,753 on the grant date, which RSUs will vest on the earlier of the 2023 Annual Meeting of Stockholders and March 15, 2023. He will also receive a one-time initial onboarding grant of RSUs valued at $375,000 on the grant date, 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.

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