Paul Lacy
PTCAbout Paul Lacy
Independent director at PTC since 2009; age 77. Former President and long‑time finance leader at Kronos Incorporated, with a JD (Boston College School of Law) and BS in accounting (Boston College). Serves as Audit Committee Chair and qualifies as an SEC Audit Committee Financial Expert; also serves on Compensation & People and Corporate Governance committees; no other public company boards. Key credentials include leadership, financial accounting, manufacturing, and enterprise software experience; during his Kronos tenure, the company scaled from a $26M hardware business to a $662M enterprise software company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kronos Incorporated | President | May 2006 – June 2008 | Helped lead transformation; Kronos grew from $26M hardware to $662M enterprise software during his tenure |
| Kronos Incorporated | President, Chief Financial & Administrative Officer | Nov 2005 – Apr 2006 | Financial, accounting, and manufacturing expertise |
| Kronos Incorporated | EVP & Chief Financial & Administrative Officer | Apr 2002 – Oct 2005 | Financial leadership at a global enterprise software company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed |
Board Governance
- Independence: Independent director under Nasdaq rules; Audit Committee comprised entirely of independent directors .
- Committee assignments: Audit (Chair), Compensation & People, Corporate Governance; Audit met 8x in 2024, Compensation & People 4x, Corporate Governance 4x .
- Attendance: Board met 6x in 2024; all directors attended ≥80% of Board and committee meetings and attended the 2024 Annual Meeting .
- Audit expertise: Designated Audit Committee Financial Expert .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Committees & roles | Audit (Chair); Compensation & People (Member); Corporate Governance (Member) |
| Audit Committee financial expert | Yes |
| 2024 meetings held | Board: 6; Audit: 8; Compensation & People: 4; Corporate Governance: 4 |
| Attendance | ≥80% attendance; attended 2024 AGM |
Fixed Compensation
| Year | Cash Retainer ($) | Meeting Fees | Notes |
|---|---|---|---|
| FY2024 | 110,156 | None (PTC does not pay meeting fees) | Cash reflects Board and committee retainers |
Performance Compensation
| Year | RSUs Granted (#) | Grant Date | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| FY2024 | 1,383 | Feb 14, 2024 | 249,977 (at $180.75 closing price) | Standard annual director equity awards in RSUs; majority of director retainer in equity per policy |
PTC pays non‑employee directors via a mix of cash and equity; equity awards are RSUs, not options; no committee meeting fees; Board considers peer group competitiveness annually, and made no changes for 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed in proxy excerpts reviewed |
| Interlocks (competitors/suppliers/customers) | Not disclosed in proxy excerpts reviewed |
Expertise & Qualifications
- Financial accounting and manufacturing expertise; leadership in scaling enterprise software businesses .
- Enterprise software industry experience; global perspective; strategy and leadership skills .
- Education: JD, Boston College School of Law; BS in accounting, Boston College .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 52,510 (includes 42,000 held via trust) |
| Ownership % of outstanding | Less than 1% |
| RSUs outstanding (as of Sep 30, 2024) | 1,383 |
| Stock ownership guideline | Directors: 5x annual cash retainer; all directors meet requirement |
| Hedging/pledging | Prohibited; pre‑clearance required for trades by directors |
Governance Assessment
- Audit oversight signal: As Audit Chair and SEC‑defined Financial Expert, Lacy leads oversight of financial reporting, internal controls, and auditor independence; PwC has served since 1992 with required partner rotations and stringent non‑audit service limits; Audit Committee meets with PwC with and without management present .
- Alignment: Majority of director compensation delivered in equity RSUs; Paul Lacy’s FY2024 compensation mix was $110,156 cash and 1,383 RSUs valued at $249,977; he beneficially owns 52,510 shares, and directors must hold stock equal to 5x cash retainer—PTC reports all directors comply .
- Engagement: Strong attendance culture (≥80% meetings; 2024 AGM attendance), with regular committee meetings (Audit 8x, Compensation & People 4x, Corporate Governance 4x) indicating active oversight .
- Conflicts/related parties: Audit Committee oversees related party transactions; proxy outlines robust review policy; no Lacy‑specific related‑party transactions identified in reviewed materials; hedging/pledging prohibited by policy, reducing misalignment risk .
RED FLAGS: None material disclosed in proxy excerpts; note long auditor tenure (since 1992) mitigated by partner rotation and non‑audit limits overseen by Audit Committee .