Mark Benjamin
PTCAbout Mark Benjamin
Independent director at PTC since 2021; age 54. He chairs the Compensation and People Committee and serves on the Cybersecurity Committee. Former CEO of Nuance Communications (2018–2023), with prior senior roles at NCR and ADP; B.S. in international finance and marketing from the University of Miami. The Board has determined he is independent; all independent directors (including Benjamin) had no relationships impacting independence. All directors attended at least 80% of Board/committee meetings in 2024 and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuance Communications, Inc. | Chief Executive Officer | Apr 2018 – Nov 2023 | Led AI-driven speech recognition business; extensive cloud/SaaS growth experience |
| NCR Corporation | President & Chief Operating Officer | Oct 2016 – Mar 2018 | Senior operating leadership at enterprise software/hardware/services provider |
| Automatic Data Processing, Inc. (ADP) | President, Global Enterprise Solutions; various leadership roles | ~1990s–2016 (President role Jul 2013 – Oct 2016) | 20+ years at ADP across leadership positions |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Fidelity National Information Services, Inc. (FIS Global) | Director | Current | Other public company board service |
| Nuance Communications, Inc. | Director | 2018 – 2022 | Prior public company board |
Board Governance
- Board structure: Independent Chair (Janice Chaffin). Benjamin is independent.
- Committee assignments (2024 meetings): Compensation & People (Chair; 4 meetings), Cybersecurity (Member; 4 meetings).
- Attendance: Board met six times in 2024; all directors ≥80% attendance; all attended 2024 Annual Meeting.
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation & People | Chair | 4 | Sets exec pay/goals, oversees equity plans and clawbacks, people programs; may engage independent consultants |
| Cybersecurity | Member | 4 | Oversees cybersecurity and data privacy programs |
Governance safeguards:
- Director stock ownership requirement: 5x annual Board cash retainer; all directors/officers meet policy. No hedging or pledging allowed; pre-clearance required for trades.
- Related-party oversight: Audit Committee reviews/approves related-person transactions under written policy. No related-party transactions disclosed involving Benjamin.
Fixed Compensation
| Component (FY2024) | Amount / Detail |
|---|---|
| Fees Earned or Paid in Cash | $92,500 |
| Stock Awards (#) | 1,383 RSUs |
| Stock Awards (Grant Date Fair Value) | $249,977 (granted Feb 14, 2024; closing price $180.75/sh) |
| Total | $342,477 |
| Meeting Fees | None; retainers only (cash + equity) |
| Notes on Retainers | Higher retainer for Board Chair; different retainers for committee chairs/members; Board Chair not paid additional committee chair retainer |
Performance Compensation
- Director equity is granted as RSUs; no director options outstanding; awards are not tied to performance metrics for directors.
- No meeting or per-meeting fees; compensation delivered as mix of cash retainer and annual RSU grant; new director grants vest per disclosed schedules (example provided for another director).
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Comment |
|---|---|---|
| FIS Global | Public company board | No PTC-related transactions disclosed; standard outside directorship |
| Nuance Communications (prior) | Public company board | Historical experience; no PTC-related transactions disclosed |
Expertise & Qualifications
- Leadership across large global technology companies; cloud/SaaS/mobile/big data/IoT growth initiatives.
- Software industry, global, financial, marketing, and strategic credentials highlighted by PTC.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (common shares) | 8,300 shares; <1% of outstanding |
| RSUs Outstanding (as of Sep 30, 2024) | 1,383 RSUs |
| Hedging/Pledging | Prohibited for directors; pre-clearance of trades required |
| Ownership Guidelines | 5x annual Board cash retainer; all directors meet guideline |
Director Compensation Structure Analysis (Signals)
- Cash vs. equity mix: Majority of director compensation delivered through equity RSUs (e.g., $249,977 RSU value vs. $92,500 cash in 2024), aligning interests with shareholders.
- No meeting fees; role-based retainers for chairs/members suggest workload/pay alignment.
- No options; RSUs provide alignment while reducing risk of excessive risk-taking vs. options.
Related Party Transactions (Conflict Review)
- Company disclosed a related-person transaction involving a former CEO’s brother (not a director); reviewed/approved by Audit Committee. No related-party transactions involving Benjamin disclosed.
Compensation Committee Analysis (Benjamin as Chair)
- Committee is fully independent and oversees executive pay, performance goals, equity programs, and clawback matters.
- Independent compensation consultant (Pearl Meyer) deemed independent; no other services to PTC; 2024 fees $230,047.
- 2024 Say-on-Pay support: 92% approval, indicating positive shareholder feedback on pay programs overseen by the committee.
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 92%; Board/Committee consider shareholder input in compensation design.
Risk Indicators & RED FLAGS
- Attendance/Engagement: Board-wide ≥80% attendance; multiple chair/member roles indicate engagement.
- Hedging/Pledging: Prohibited; reduces misalignment risk.
- Related-party: None disclosed for Benjamin.
- Section 16(a): Company reported one late Form 4 for an executive (not Benjamin); no delinquency noted for Benjamin.
- Executive compensation clawback policy in place (broader governance strength, though focused on executives).
Governance Assessment
- Strengths: Independent director with deep software/enterprise operating experience; chairs a fully independent compensation committee with independent consultant; strong ownership alignment via RSUs and mandatory stock ownership policy; no hedging/pledging; active committee service including cybersecurity oversight.
- Potential Watch Items: External board at FIS creates time commitments; no conflicts disclosed, but monitor for any future business ties. Committee retains significant discretion over executive pay—current shareholder support (92%) is strong, but continued alignment with FCF/ARR/TSR metrics should be maintained.