Michal Katz

About Michal Katz

Michal Katz, age 57, has served as an independent director of PTC since 2022. She is Head of Investment and Corporate Banking, Americas at Mizuho Financial Group and brings deep finance and technology market expertise; education includes a Juris Doctor from NYU and a BA in political science from Binghamton University . The Board has determined that all director nominees other than the CEO are independent, which includes Ms. Katz .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Committee met 8 times in 2024; Audit Committee Financial Experts are Paul Lacy and Robert Schechter (not Katz) .
• Attendance and engagement: The Board met 6 times in 2024; all directors attended at least 80% of Board/committee meetings and all directors attended the 2024 Annual Meeting of Shareholders .
• Independence and leadership: PTC’s Board is led by an independent Chair (Janice Chaffin); all nominees other than the CEO are independent .

Fixed Compensation

• Grant date detail: RSUs granted on Feb 14, 2024 valued using closing price $180.75 per share; no options outstanding for directors .
• Director compensation structure: PTC pays non-employee directors a mix of cash and equity retainers; no meeting fees are paid; committee chair/member retainers vary by workload and are benchmarked against peer companies . For context, recent 8-Ks indicated base annual director cash retainer of $60,000, Audit Committee member retainer $15,000, and Corporate Governance member retainer $10,000 for appointed directors (illustrative of current-year fee levels) .

Performance Compensation

• Directors’ equity compensation consists of service-based RSUs vesting in three equal annual installments; no performance metrics are tied to director equity awards; no options are outstanding .
• RSUs outstanding at FY2024 year-end for Katz: 1,383 .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise and strategy leadership from senior banking roles at Mizuho, RBC, Barclays; insights into finance–technology markets .
• Software industry understanding via prior coverage/leadership in software investment banking .
• Education: JD (NYU) and BA (Binghamton University) supporting legal/analytical acumen .

Equity Ownership

Governance Assessment

• Positive signals: Independence; active Audit Committee service; strong attendance (≥80%) and Annual Meeting attendance; equity ownership policy compliance; prohibition on hedging/pledging; majority of director compensation via equity RSUs for alignment .
• Conflict review: No related-party transactions disclosed involving Katz or Mizuho; related-person transactions section only cites a non-executive relative of former CEO; Audit Committee reviews/approves related-person transactions . Watchpoint: Given Katz’s senior banking role, monitor future underwriting/banking engagements for potential related-party considerations (none disclosed currently) .
• Compensation structure: No meeting fees; retainers benchmarked; emphasis on equity over cash supports shareholder alignment .

Say-on-Pay & Shareholder Feedback

PTC cited 92% say-on-pay support in FY2024, reflecting shareholder approval of executive compensation structure .

Related Party Transactions

• No transactions involving Michal Katz or her affiliates disclosed; the 2025 proxy’s related-person section addresses other relationships and confirms Audit Committee oversight .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for directors/officers (alignment positive) .
• Section 16(a) compliance: No issues cited for Katz; one late Form 4 noted for another officer due to broker reporting delay (not a board-wide issue) .
• Attendance: All directors ≥80% attendance; Annual Meeting attended by all directors (positive governance signal) .
• No legal proceedings or SEC investigations disclosed regarding Katz in the proxy .

Compensation Committee Analysis (Board-wide context)

• The Corporate Governance Committee benchmarks director compensation to a peer group and oversees director pay recommendations; committee charters and governance policies are publicly available .

Appendix: PTC Committee Structure Snapshot (Board-wide)