Aaron von Staats
PTCAbout Aaron von Staats
Aaron C. von Staats is Executive Vice President, General Counsel and Secretary of PTC; he has served as General Counsel since 2003 and is age 59 . His 2024 compensation was positioned at the 50th percentile versus peers after increases of ~5% to base and target bonus and +20% to target annual long-term equity . Company performance metrics tied to his incentives include free cash flow (FY2024 CIP achieved 135% on $736M FCF) and ARR growth (FY2024 at 12% constant-currency ARR growth earned 126% on operating performance RSUs) with relative TSR measured over three-year periods . Pay vs performance context for FY2024: PTC TSR indexed at $218.40 vs peer group $222.15, net income $376.3M, free cash flow $735.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PTC Inc. | Executive Vice President, General Counsel and Secretary | 2003–present | Oversees legal, governance, and securities compliance; serves as corporate Secretary (signed 2025 proxy) |
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $445,500 | $430,000 | $450,000 |
| Target Bonus ($) | n/a disclosed | n/a disclosed | $337,500 target; threshold $168,750; max $455,625 |
| Target Bonus % of Salary | n/a | n/a | ~75% (=$337,500 ÷ $450,000) |
| Actual Annual Bonus Paid ($) | $416,360 | $435,375 | $455,625 (135% of target on FY2024 FCF) |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 (401(k) match) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Corporate Incentive Plan (CIP): Free Cash Flow | Single metric (committee design) | $710M FCF | $736M FCF | 135% of target | Paid in stock; FCF defined as CFO net of capex |
| Long-Term Operating Performance RSUs: ARR Growth (constant currency) | Applies to 1/3 each year | 10% growth | 12% growth | 126% of target | Annual measurement with forfeiture below threshold; up to 200% earn |
| Long-Term rTSR RSUs: 3-year Relative TSR | 3-year period | 50th percentile | FY2024: no payout (period ends FY2026) | n/a FY2024 | Cap at 100% if end stock price < start price |
FY2024 Grants (Award Structure and Fair Value)
| Award Type | Grant Date | Threshold Units (#) | Target Units (#) | Max Units (#) | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Operating Performance RSUs (ARR) | 11/15/2023 | 2,424 | 4,848 | 9,696 | $1,295,308 |
| Relative TSR RSUs (3-year) | 11/15/2023 | 2,424 | 4,848 | 9,696 | $1,014,008 |
| Service-based RSUs (3-year) | 11/15/2023 | n/a | n/a | n/a | $1,499,932 for 9,697 RSUs |
FY2024 Vesting Realized
| FY2024 Stock Awards Vested | Shares Acquired | Value Realized ($) |
|---|---|---|
| RSUs vested FY2024 | 19,033 | $2,944,024 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Direct beneficial ownership (shares) as of 11/30/2024 | 27,080 shares |
| Ownership as % of shares outstanding | ~0.0225% (=27,080 ÷ 120,446,852) |
| Unvested service-based RSUs (# / $) | 3,134 / $566,188 |
| Unvested service-based RSUs (# / $) | 6,418 / $1,159,476 |
| Unvested service-based RSUs (# / $) | 9,697 / $1,751,860 |
| Unearned performance RSUs (FY22 AFCF) (# / $) | 1,567 / $283,094 |
| Unearned performance RSUs (FY22 rTSR) (# / $) | 4,701 / $849,283 |
| Unearned performance RSUs (FY23 ARR) (# / $) | 3,208 / $579,557 |
| Unearned performance RSUs (FY23 rTSR) (# / $) | 4,813 / $869,517 |
| Unearned performance RSUs (FY24 ARR) (# / $) | 4,848 / $875,840 |
| Unearned performance RSUs (FY24 rTSR) (# / $) | 4,848 / $875,840 |
| Stock ownership guideline | 3x annual salary (executives); all executives meet requirements |
| Hedging/pledging of PTC stock | Prohibited; no margin/pledge; pre-clearance required |
Vesting Schedules and Dates:
- Service RSUs: vest over three substantially equal annual installments; for FY2024 grants, one-third on Nov 15, 2024; remaining on Nov 15, 2025 and Nov 15, 2026 .
- Operating ARR RSUs: annual performance measurement with vesting each of Nov 15, 2024, 2025, 2026 to the extent earned; unearned tranches forfeited .
- rTSR RSUs: vest on Nov 15, 2026 based on three-year performance period (FY2024-FY2026) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement conditions | Severance/change-in-control arrangements require execution of non-compete and general release; double-trigger for CIC (no acceleration on CIC absent qualifying termination) |
| November 2023 updates | Equity acceleration on termination without cause: acceleration of equity that would vest within 1 year after termination; performance-based equity accelerates at target; basic life insurance post-termination benefit eliminated for certain executives |
| Severance (termination without cause) | 1x base salary; 1x target bonus; accelerated equity that would vest within 1 year (performance equity at target); 1 year benefits; no tax gross-up |
| Change-in-control (no termination) | Pro-rated target bonus (1x pro-rated); no equity acceleration absent termination |
| CIC + termination (within 2 years) | 1x base salary; 1x target bonus; 100% equity acceleration; 1 year benefits; no tax gross-up |
| Disability or death | 100% accelerated equity; other severance amounts per table; no tax gross-up |
Change-in-control and termination illustrative values (as if 9/30/2024):
| Scenario | Total Cash (Salary + Target + Pro-rated) | Accelerated Equity | Benefits | Total |
|---|---|---|---|---|
| Termination without Cause | $787,500 ($450,000 + $337,500) | $3,444,102 | $22,514 | $4,254,116 |
| CIC (no termination) | $337,500 pro-rated target bonus | — | — | $337,500 |
| CIC + Termination within 2 years | $787,500 ($450,000 + $337,500) | $7,810,654 | $22,514 | $9,975,676 |
Clawback: Executive Compensation Recoupment Policy compliant with SEC Rule 10D-1 and Nasdaq 5608; enables recovery of performance-based compensation upon restatement or correction of prior period measures .
Multi-Year Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $445,500 | $430,000 | $450,000 |
| Stock Awards ($) | $2,328,760 | $3,258,594 | $3,809,247 |
| Non-Equity Incentive ($) | $416,360 | $435,375 | $455,625 |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
| Total ($) | $3,199,769 | $4,133,869 | $4,725,222 |
Compensation Structure Analysis
- 2024 increases: base and target bonus up ~5%; target annual long-term equity up 20%, positioning total comp at ~50th percentile vs peers .
- Mix shift emphasizes RSUs (service and performance) over options to avoid “all-or-nothing” risk; RSUs retain value even if stock declines .
- Performance metrics tightened around FCF (CIP) and ARR growth (operating RSUs), with rTSR for multi-year alignment; upside capped and unearned tranches forfeited .
Compensation Peer Group (Benchmarking)
The 2024 compensation benchmarking peer group (17 U.S. software companies): Akamai, ANSYS, Autodesk, Blackbaud, Cadence, Ceridian, CrowdStrike, Dynatrace, F5, Fair Isaac, Guidewire, OpenText, Paycom, ServiceNow, Splunk, Tyler Technologies, WEX .
Target market positioning: median (50th percentile) as initial benchmark; qualitative adjustments consider role scope, internal equity, tenure .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 92% .
- 2025 proposal recommends FOR approval of NEO compensation .
Risk Indicators & Red Flags
- Hedging and pledging of PTC stock prohibited for directors, officers, employees; pre-clearance required; 10b5-1 plan policy in place .
- Clawback policy for performance-based compensation; reduces incentive for misconduct to meet targets .
- Section 16(a) reporting: one late Form 4 for Mr. von Staats (gift of 147 shares filed 10 days late due to broker failure) .
- No excise tax gross-up in severance/CIC terms .
Equity Ownership and Upcoming Supply (Insider Selling Pressure)
- FY2024 vesting delivered 19,033 shares valued at $2.94M; future service RSU vest dates on Nov 15, 2025 and Nov 15, 2026; ARR operating performance RSUs vest annually to the extent earned; rTSR tranche vests Nov 15, 2026 subject to 3-year performance .
- Beneficial ownership at 27,080 shares (~0.0225% of outstanding) supports alignment; executives meet 3x salary stock ownership guideline .
Expertise & Qualifications
- Corporate legal leadership and governance; Secretary of the company; role spans securities, governance, insider trading compliance and policy enforcement .
- Education not disclosed in 2025 proxy .
Investment Implications
- Strong pay-for-performance alignment: FY2024 bonus tied solely to FCF achieved at 135%; ARR operating RSUs earned at 126%—both lever directly to subscription scale and cash generation, supportive for long-duration SaaS-like models .
- Retention risk appears mitigated: updated executive agreements provide 1-year equity acceleration on involuntary termination (performance equity at target), double-trigger full acceleration on CIC, and 1-year benefits; combined with stock ownership guidelines and prohibition on hedging/pledging, alignment remains high .
- Near-term supply from scheduled vesting: service RSUs and annual operating performance RSU tranches through FY2026; monitor 10b5-1 activity and any Form 4s around November vest dates for tax-related selling pressure .
- Governance quality is solid: robust clawback, independent compensation committee with independent consultant, clear benchmarking framework, and high say-on-pay support (92%) reduce compensation-related controversy risk .