Amar Hanspal
PTCAbout Amar Hanspal
Amar Hanspal, age 61, is an independent director of PTC since 2022 and serves as Chair of the Corporate Governance Committee and a member of the Cybersecurity Committee. He is Chief Executive Officer of AMBR Technologies and previously served as CEO of Bright Machines (2018–2021) and Co‑CEO and Chief Product Officer of Autodesk (Co‑CEO in 2017; CPO 2011–2017). He holds an Executive Managerial Program credential from Stanford University, an M.S. in Mechanical Engineering from SUNY, and a B.E. in Mechanical Engineering from Bombay University, India .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | Co‑Chief Executive Officer; Chief Product Officer | Co‑CEO Feb–Jun 2017; CPO Nov 2011–Feb 2017 | Senior leadership in enterprise design software; product leadership |
| Bright Machines, Inc. | Chief Executive Officer | May 2018–Dec 2021 | Led software/robotics automation for manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AMBR Technologies | Chief Executive Officer | Current | Software for building construction industry |
| Aspen Technology, Inc. | Director (public company board) | 2020–2022 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Corporate Governance; Member, Cybersecurity .
- Independence: Board determined all nominees other than the CEO are independent; independent board chair (Janice Chaffin) .
- Attendance: Board met six times in FY2024; all directors attended at least 80% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee meetings FY2024: Audit 8; Compensation & People 4; Corporate Governance 4; Cybersecurity 4 .
- Corporate Governance Committee responsibilities (key governance scope Hanspal chairs): director recruitment and nominations; committee composition; director compensation recommendations; board and director evaluations; CEO succession planning; oversight of ESG governance, environmental risks/initiatives, and community engagement .
- Insider trading safeguards: No hedging/pledging; trading pre‑clearance required; 10b5‑1 policy in place .
- Director ownership guidelines: Directors must hold stock equal to 5x annual Board cash retainer; all directors and officers meet requirements .
Fixed Compensation
| Component | FY2024 Amount/Units | Notes |
|---|---|---|
| Annual Board & Committee Cash Fees | $78,458 | Paid cash retainer for Board and committee service |
| RSU Grant (annual director equity) | 1,383 units | Granted Feb 14, 2024 |
| RSU Grant Fair Value | $249,977 | Priced at grant; $180.75/share on 2/14/2024 |
| Total Director Compensation (FY2024) | $328,435 | Cash + equity grant value |
| RSUs Outstanding (as of 9/30/2024) | 1,383 units | No options outstanding |
Structure signals: PTC pays no meeting fees; provides higher retainer for Board Chair; committee retainers vary by workload; majority of director compensation is equity to align interests .
Performance Compensation
- PTC does not tie non‑employee director equity to corporate performance; director RSUs are service‑based (annual grants on set dates) .
- For context on pay‑for‑performance oversight, PTC’s executive incentive architecture uses free cash flow and ARR growth annually, plus three‑year relative TSR for long‑term awards:
| Measure | Threshold | Target | Upside | FY2024 Achievement | Earned |
|---|---|---|---|---|---|
| Free Cash Flow (Annual Plan) | $670M | $710M | $730M (Cap 135%) | $736M | 135% |
| ARR Growth (Operating LTI RSUs) | 6% | 10% | 16% (200% earn) | 12% | 126% |
| 3‑Year Relative TSR (LTI RSUs) | 25th pct | 50th pct | 90th pct | In‑period (ends FY2026) | N/A for FY2024 |
Shareholder feedback: Say‑on‑pay support was 92% in 2024, indicating broad investor approval of the compensation framework overseen by the Board .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Notes |
|---|---|---|---|
| Aspen Technology, Inc. | Former independent director | 2020–2022 | No current interlock disclosed |
| Public boards (current) | None disclosed | — | Biography lists Aspen Tech as prior; none current |
Expertise & Qualifications
- Significant leadership and software industry experience (Autodesk Co‑CEO/CPO; Bright Machines CEO) .
- Global, manufacturing, R&D, and software expertise relevant to PTC’s industrial software focus .
- Education: Stanford executive program; M.S. Mechanical Engineering (SUNY); B.E. Mechanical Engineering (Bombay University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Amar Hanspal | 7,433 | <1% | Nov 30, 2024 |
- Ownership guidelines: Directors required to hold 5x annual Board cash retainer; all directors/officers comply .
- Hedging/pledging: Prohibited for directors, officers, employees .
Governance Assessment
- Board effectiveness: Hanspal chairs Corporate Governance, central to director selection, refreshment, evaluations, and CEO succession—key levers for sustained board performance and alignment . Independent board chair and majority‑independent board strengthen oversight .
- Alignment: Director pay skewed to equity; stock ownership requirements and prohibition on hedging/pledging support skin‑in‑the‑game and discourage misalignment .
- Independence & conflicts: Board affirms independence; related‑party disclosures identify a transaction involving the former CEO’s brother, but no related‑party transactions involve Hanspal; Audit Committee reviews/approves related‑party transactions per policy—mitigating conflict risk .
- Attendance & engagement: Board met six times; all directors ≥80% attendance and attended the annual meeting, indicating engagement .
- Investor confidence signals: Strong 92% say‑on‑pay support; independent compensation consultant (Pearl Meyer) with no conflicts supports robust pay governance .
RED FLAGS
- None disclosed specific to Hanspal: no pledging/hedging, no delinquent Section 16 filings noted for him, and no related‑party transactions involving him .