Janice Chaffin
PTCAbout Janice Chaffin
Independent Board Chair of PTC; director since 2013. Age 70. Former Symantec Group President (Consumer BU) and CMO with 20+ years at Hewlett-Packard in management and marketing. Credentials include financial/accounting expertise, significant governance experience (NACD Leadership Fellow), and cybersecurity oversight training (CERT Certificate in Cyber-Risk Oversight, Carnegie Mellon University). Education: MBA, UCLA; BA, University of California, San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symantec | Group President, Consumer Business Unit | Apr 2007 – Mar 2013 | Executive leadership of consumer business; cybersecurity domain experience |
| Symantec | Chief Marketing Officer | 2003 – 2007 | Global marketing leadership |
| Hewlett-Packard | Management and marketing leadership roles | 20+ years | Large-scale operating and marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | Director | Current | Audit committee experience (service on Synopsys audit committee noted) |
| Informatica Inc. | Director | Current | Audit committee experience (service on Informatica audit committee noted) |
| Electronics for Imaging Inc. | Director | 2018 – 2019 | Public company board experience |
| International Game Technology | Director | 2010 – 2015 | Audit committee experience (service on IGT audit committee noted) |
Board Governance
- Role and independence: Independent Board Chair; PTC’s board leadership structure is an independent chair model, which the Board believes provides effective independent oversight .
- Independence status: Board determined all nominees other than the CEO are independent; this includes Ms. Chaffin .
- Committee memberships: Compensation & People; Corporate Governance; Cybersecurity (member; not chair) .
- Board/committee meetings and attendance: Board met 6 times in 2024; all directors attended at least 80% of board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Committee cadence in 2024 (context for workload/engagement): Audit (8), Compensation & People (4), Corporate Governance (4), Cybersecurity (4) .
- Risk oversight: Committees’ risk domains include related party transactions (Audit), exec comp/recoupment (Compensation & People), governance/ESG/CEO succession (Corporate Governance), and cybersecurity/data privacy (Cybersecurity) .
Fixed Compensation (Director)
| Component | Detail | FY2024 Amount |
|---|---|---|
| Annual cash retainer | Chair retainer higher vs. directors; no meeting fees | $155,530 |
| Equity (RSUs) | Annual grant (service-based RSUs) on Feb 14, 2024 at $180.75/share | 1,659 RSUs; $299,864 grant-date fair value |
| Total | Cash + equity | $455,394 |
| Structure notes | No meeting fees; Board Chair does not receive additional committee chair retainer; equity is majority of retainer mix | Policy disclosure |
Performance Compensation (Director)
| Metric Type | Metric | Target | Outcome |
|---|---|---|---|
| Not applicable to directors | Annual director equity is service-based RSUs; no director performance metrics disclosed | — | — |
Other Directorships & Interlocks
- Current public boards: Synopsys; Informatica .
- Prior boards: Electronics for Imaging (2018–2019); International Game Technology (2010–2015) .
- Interlocks/conflicts: No related-party transactions disclosed involving Ms. Chaffin. The only related-person disclosure in FY2024 concerned compensation and severance for a former CEO’s sibling employed at PTC; Audit Committee reviewed/approved under policy .
Expertise & Qualifications
- Leadership, software industry, strategy, global, financial/accounting, marketing, and cybersecurity oversight expertise (skills matrix and biography) .
- Governance experience includes service on other companies’ governance/audit committees and NACD Leadership Fellow status .
- Cybersecurity: Completed CERT Certificate in Cyber-Risk Oversight (CMU Software Engineering Institute) .
Equity Ownership
| Holder | Beneficial Ownership (#) | % Out. | RSUs Outstanding (as of 9/30/24) |
|---|---|---|---|
| Janice Chaffin | 40,137 shares | <1% | 1,659 RSUs |
- Ownership policy: Directors required to hold stock equal to 5x the annual board cash retainer; all directors and officers meet requirements .
- Hedging/pledging: Prohibited; directors, officers, employees may not hedge or pledge PTC stock; trades require pre-clearance .
Governance Assessment
- Positives
- Independent Chair with multi-committee engagement (Compensation & People, Corporate Governance, Cybersecurity), supporting strong oversight breadth .
- High engagement indicators: Board met 6x; all directors ≥80% attendance; committees met regularly (Audit 8; others 4) .
- Alignment measures: meaningful personal ownership (40,137 shares) and robust director ownership policy (5x retainer); hedging/pledging banned .
- Compensation structure aligned to shareholders: majority equity via service-based RSUs; no meeting fees; Chair premium reflects workload .
- Compensation oversight rigor: independent consultant (Pearl Meyer), clawback policy in place for executives; as Committee member, Ms. Chaffin participates in such frameworks .
- Shareholder support: 2024 say‑on‑pay received 92% approval, indicating broad investor alignment with compensation and governance approach .
- Watch items
- Tenure since 2013 brings valuable continuity but warrants ongoing board refreshment considerations (Board conducts regular refreshment and evaluation) .
- Multiple external public boards (Synopsys, Informatica) raise potential time-commitment considerations; no attendance shortfalls disclosed .
- November 2024 by‑law amendments add modern proxy/meeting mechanics (e.g., permit virtual-only meetings; expanded advance notice; non‑white proxy cards), which some investors may view as mixed for shareholder rights; Board adopted changes consistent with SEC/MBCA updates .
RED FLAGS: None identified specific to Ms. Chaffin. No pledging/hedging; compliance with ownership guidelines; no related‑party transactions involving Ms. Chaffin; attendance thresholds met .
Appendix – Reference Tables
Committee Assignments and 2024 Meeting Cadence
| Committee | Ms. Chaffin Role | Meetings in 2024 |
|---|---|---|
| Compensation & People | Member | 4 |
| Corporate Governance | Member | 4 |
| Cybersecurity | Member | 4 |
Director Compensation (FY2024) – Ms. Chaffin
| Cash ($) | RSUs (#) | RSU Grant-Date FV ($) | Total ($) | Grant Date | Grant Price ($/sh) |
|---|---|---|---|---|---|
| 155,530 | 1,659 | 299,864 | 455,394 | Feb 14, 2024 | 180.75 |
Beneficial Ownership and RSUs
| Shares Beneficially Owned | % Outstanding | RSUs Outstanding (9/30/24) |
|---|---|---|
| 40,137 | <1% | 1,659 |
Key Biographical Facts
| Item | Detail |
|---|---|
| Age | 70 |
| Director Since | 2013 |
| Current Board Role | Independent Board Chair |
| Committees | Compensation & People; Corporate Governance; Cybersecurity |
| Education | MBA (UCLA); BA (UC San Diego) |
| Certifications | CERT Certificate in Cyber‑Risk Oversight (CMU SEI); NACD Leadership Fellow |
| External Boards | Synopsys; Informatica; prior: EFI (2018–2019), IGT (2010–2015) |
Related‑Party/Conflicts Check (FY2024)
| Topic | Disclosure |
|---|---|
| Related‑party transactions | Only disclosure concerned employment/severance of former CEO’s brother (Audit Committee oversight). No items involving Ms. Chaffin disclosed . |
| Hedging/Pledging | Prohibited for directors/officers/employees . |
| Ownership Policy Compliance | All directors/officers meet requirements . |