Catherine Kniker
PTCAbout Catherine Kniker
Executive Vice President, Chief Marketing and Sustainability Officer at PTC. She leads corporate strategy, corporate development/M&A, marketing, and sustainability; credited with building PTC’s partner ecosystem (Microsoft, Rockwell, Ansys) and driving acquisitions to accelerate PTC’s SaaS transition . Tenure in current role since November 2024; previously EVP, Chief Strategy, Marketing & Sustainability Officer (February 2023–November 2024) . Education: MBA in Marketing (UMass Lowell) and B.S. in Computer Systems (University of Limerick) . Company performance metrics relevant to her incentives: FY2024 ARR $2.26B, cash from operations $750M, free cash flow $736M ; operating RSUs assessed on ARR growth (achieved 12%) and annual cash incentive on FCF (achieved $736M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PTC | EVP & Chief Strategy Officer | 2021–2023 | Led corporate strategy, corporate development, strategic alliances; spearheaded Arena Solutions acquisition . |
| PTC | Chief Revenue Officer, IoT/AR | 2016–2018 | Drove go-to-market for IoT/AR, setting foundation for partner ecosystem and SaaS shift . |
| PTC | Head Global Strategic Alliances | 2018–2019 | Managed alliances with Microsoft, Rockwell Automation, Ansys . |
| PTC | Global Divisional VP, Head Corporate Development | 2019–2021 | Executed M&A that expanded capabilities and accelerated SaaS journey . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts High Technology Council (MHTC) | Director, Executive Committee Member | Ongoing | Advances women in leadership; supports regional tech competitiveness . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $415,385 | $420,000 | $430,000 |
| Actual Annual Bonus Paid ($) | $387,317 | $425,250 | $435,375 |
| All Other Compensation ($) | $9,288 | $15,494 | $10,222 |
| FY2024 Target Bonus % | Calculation | Value |
|---|---|---|
| Target Bonus as % of Salary | $322,500 / $430,000 | 75% |
Performance Compensation
| Component | Metric | Threshold | Target | Cap/Upside | FY2024 Achievement | Payout/Earned | Vesting Mechanics |
|---|---|---|---|---|---|---|---|
| Annual Corporate Incentive Plan | Free Cash Flow | $670M | $710M | Cap 135% at $730M | $736M | 135% | Paid in PTC common stock (company-wide design) . |
| Operating Performance RSUs | ARR Growth YoY | 6% | 10% | 16% (200% earn) | 12% | 126% | Annual measurement; 1/3 vest each year; unearned forfeited . |
| Relative TSR RSUs (FY2024 grant) | 3-yr rTSR vs custom S&P Software & Services + peers | 25th pct | 50th pct | 90th pct (200% earn, with stock price cap) | N/A in FY2024 (period ends FY2026) | N/A | Cliff vest after 3 years; max capped at 100% if ending stock price below starting average . |
| Prior rTSR (FY2022 grant) | 3-yr rTSR vs S&P 500 Software & Services + peers | 25th pct | 50th pct | 90th pct (200% earn, with stock price cap) | 71st pct | 142% earned but capped at 100% per stock-price cap | Vested Nov 15, 2024 . |
| FY2024 Equity Grants (Grant Date 11/15/2023) | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Operating Performance RSUs (ARR) | 2,020 | 4,040 | 8,080 | $1,079,418 |
| Relative TSR RSUs | 2,020 | 4,040 | 8,080 | $845,006 |
| Service RSUs | — | — | — | $1,249,969 (8,081 RSUs) |
Notes:
- Long-term equity split 50/50 between service-based and performance-based RSUs for executives (program design) .
- No stock option grants disclosed for named executive officers; RSUs are the primary equity vehicle .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership | 24,350 shares (less than 1% of outstanding) as of Nov 30, 2024 . |
| Stock Ownership Guidelines | Other Executive Officers: 3x annual salary; all directors and officers meet requirements . |
| Hedging/Pledging | Prohibited for directors, officers, employees; no margin accounts or pledges permitted . |
| 10b5‑1 & Pre‑Clearance | Directors/executive officers must pre‑clear trades with GC’s office; policy filed with FY2024 10‑K . |
| Clawback Policy | Executive Compensation Recoupment Policy compliant with SEC Rule 10D‑1 and Nasdaq 5608; recover unearned performance-based pay after restatements . |
| Unvested Service RSUs (as of 9/30/2024) | Count | Vest Dates |
|---|---|---|
| FY22 Service RSUs | 2,089 | Vested 11/15/2024 |
| FY23 Service RSUs | 5,134 | 11/15/2024 & 11/15/2025 |
| FY24 Service RSUs | 8,081 | 11/15/2024, 11/15/2025, 11/15/2026 |
| Other Service RSUs | 715; 1,420 | 5/15/2025; 3/15/2025 & 3/15/2026 |
| Unearned Performance-Based RSUs (as of 9/30/2024) | Count | Vest Mechanics |
|---|---|---|
| FY22 AFCF RSUs | 1,044 | Vested 11/15/2024 |
| FY23 ARR RSUs | 3,134 | Earn/vest 11/15/2024 & 11/15/2025 |
| FY24 ARR RSUs | 2,567; 4,040 | Earn/vest 11/15/2024, 11/15/2025, 11/15/2026 |
| FY23 rTSR RSUs | 3,851 | Earn/vest 11/15/2025 (3‑yr period FY2023–FY2025) |
| FY24 rTSR RSUs | 4,040 | Earn/vest 11/15/2026 (3‑yr period FY2024–FY2026) |
| FY2024 Stock Vested | Shares | Value Realized ($) |
|---|---|---|
| RSUs Vested (All Types) | 12,566 | $2,007,089 |
Employment Terms
| Provision | Term (Termination without Cause) | Change-in-Control (Double Trigger, within 2 years) | Disability/Death |
|---|---|---|---|
| Base Salary Multiple | 1x | 1x | — |
| Target Bonus Multiple | 1x | 1x | — |
| Pro-Rated Target Bonus | — | 1x pro‑rated at CIC event | — |
| Accelerated Equity | Accelerate equity that would have vested within 1 year; performance equity at target | 100% acceleration | 100% |
| Benefits Continuation | 1 year | 1 year | — |
| Gross‑Up | None | None | None |
| Non‑Compete & Release | Required to receive severance | Required | Required |
Compensation Structure Analysis
- 2024 adjustments: Base salary and target annual performance bonus each increased ~3%; target annual long‑term RSUs increased ~11%, reflecting strong performance and peer-relative positioning .
- Program design emphasizes at‑risk pay: annual cash incentive tied solely to FCF; long‑term equity split 50/50 service vs performance RSUs (ARR; rTSR) .
- No options; use of RSUs mitigates excessive risk-taking from option “in-the-money” pressure .
- Clawback in place; no tax gross‑ups; hedging/pledging prohibited—alignment-positive features for shareholders .
Compensation & Ownership Tables (Multi‑Year)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (Grant-Date Fair Value) | $1,802,384 | $2,857,087 | $3,174,393 |
| Total Compensation | $2,614,374 | $3,717,831 | $4,049,990 |
| Company Performance (context for incentives) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| ARR ($B) | — | — | $2.26 |
| Cash from Operations ($M) | — | — | $750 |
| Free Cash Flow ($M) | — | — | $736 |
Compensation Peer Group (2024)
Akamai; ANSYS; Autodesk; Blackbaud; Cadence Design Systems; Ceridian; CrowdStrike; Dynatrace; F5; Fair Isaac; Guidewire; OpenText; Paycom; ServiceNow; Splunk; Tyler Technologies; WEX .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 92%, reflecting approval of program structure .
- Independent compensation consultant (Pearl Meyer) engaged; assessed peer competitiveness; no conflicts; $230,047 paid in 2024 .
Expertise & Qualifications
- Two decades of executive leadership in tech; led acquisitions and alliances advancing PTC’s SaaS journey; launched initiative to quantify customer sustainability outcomes (2022) .
- Prior senior roles at Constant Contact, Syneron Candela, Genuity; promoted to Chief Strategy Officer in 2021 .
Performance & Track Record
| Indicator | Evidence |
|---|---|
| Incentive achievement | FY2024 FCF exceeded cap ($736M), CIP paid at 135% . |
| Long‑term operating RSUs | ARR growth achieved 12% vs 10% target (126% earned) . |
| rTSR realization | Prior 3‑yr rTSR at 71st percentile; payout capped by stock‑price guardrail . |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; trading pre‑clearance required—reduces misalignment and event‑driven risk .
- No tax gross‑ups; clawback policy in place—shareholder‑friendly .
- Vesting cadence implies periodic supply from RSU settlements; FY2024 vesting of 12,566 shares valued at $2,007,089 .
Investment Implications
- Alignment: Strong pay-for-performance design tied to FCF and ARR; long‑term rTSR with caps reduces windfall risk, plus ownership requirements and anti‑hedging/pledging mitigate misalignment .
- Retention: Multi‑year RSU schedules and severance terms (one‑year equity acceleration on involuntary termination; double‑trigger 100% on CIC) lower near‑term retention risk while preserving change‑of‑control discipline .
- Trading signals: Consistent annual/quarterly RSU vesting creates predictable selling pressure windows; FY2024 vesting magnitude suggests moderate periodic supply, subject to 10b5‑1 compliance .
- Governance comfort: High say‑on‑pay support, independent consultant, clawback, and no gross‑ups indicate low governance friction and reduced headline risk .