Robert Bernshteyn
PTCAbout Robert Bernshteyn
Robert Bernshteyn, age 51, is an independent director of PTC and serves on the Compensation & People Committee. He joined the Board effective September 9, 2024, and is currently a General Partner at ICONIQ Capital; he holds an MBA from Harvard Business School and a B.S. in Information Systems from SUNY Albany . The Board has determined that all nominees other than the CEO are independent, including Bernshteyn .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coupa Software Incorporated | Chief Executive Officer and Chair of the Board | 2009–2023 | Led IPO; scaled BSM platform |
| SuccessFactors Inc. | Product marketing and management | Not disclosed | Product and go-to-market leadership |
| Siebel Systems, Inc. | Product management | Not disclosed | Product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ICONIQ Capital | General Partner | Feb 2024–Present | Venture investor |
| Medallia, Inc. | Director | 2019–2021 | Public company board experience |
Board Governance
- Board meetings: The Board met six times in 2024; all directors attended at least 80% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Board Chair (Janice Chaffin) .
- Committee structure and meetings in 2024: Audit (8), Compensation & People (4), Corporate Governance (4), Cybersecurity (4) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & People | Member | 4 |
Fixed Compensation
| Component | Program Terms | 2024 Actual Cash Earned ($) |
|---|---|---|
| Annual Board Cash Retainer | $60,000 (pro-rated for 2024) | 4,334 |
| Compensation & People Committee Member Retainer | $12,500 (pro-rated for 2024) | Included in total cash above |
Notes:
- PTC does not pay meeting fees to directors .
- Director compensation is set by the Board upon recommendation of the Corporate Governance Committee, benchmarked to peers; no changes for the 2024 Board year .
Performance Compensation
| Grant Type | RSUs (#) | Grant Date | Vesting | Grant Date Fair Value ($) | Per-Share Price ($) |
|---|---|---|---|---|---|
| Pro-rated annual equity grant | 648 | 09/09/2024 | Vests on earlier of 2025 Annual Meeting or 03/15/2025 | Included in total below | 167.80 |
| New director initial grant | 2,234 | 09/09/2024 | Two equal installments on 09/15/2025 and 09/15/2026 | Included in total below | 167.80 |
| Total 2024 RSU grants | 2,882 | 09/09/2024 | As above | 483,600 | 167.80 |
Additional points:
- 2024 director equity awards for other directors were granted on 02/14/2024 at $180.75 per share; Bernshteyn’s grants were on 09/09/2024 at $167.80 per share .
- No option awards are outstanding for directors; RSUs only .
Other Directorships & Interlocks
| Company | Relationship to PTC | Overlap/Interlock |
|---|---|---|
| Coupa Software (prior) | Unrelated to PTC; prior service | None disclosed |
| Medallia (prior) | Unrelated to PTC; prior service | None disclosed |
| ICONIQ Capital (current) | External investor role | No related-party transactions disclosed with PTC; Board/committee oversight of related-party policy |
Expertise & Qualifications
- Extensive leadership in global enterprise software; cloud/SaaS growth initiatives; strategy .
- Financial, global, and software industry expertise; leadership credentials .
- Education: MBA (Harvard), B.S. Information Systems (SUNY Albany) .
Equity Ownership
| Holder | Beneficial Ownership (#) | % Outstanding | Notes |
|---|---|---|---|
| Robert Bernshteyn | — (none reported as of 11/30/2024) | <1% | Granted 2,882 RSUs; first vesting begins 02/12/2025 |
| Initial SEC filing | Form 3: No securities beneficially owned (as of 09/11/2024) | — | Director status confirmed |
Policy alignment:
- Director Stock Ownership Policy: 5x annual Board cash retainer; “All our directors and officers meet their stock ownership requirements”; options and unvested equity do not count toward holding requirement .
- No hedging or pledging permitted; pre-clearance required for director trading .
Governance Assessment
- Independence and roles: Independent director; sits on Compensation & People Committee, which sets executive pay, oversees equity plans, and recoupment matters—placing him in a key governance role influencing pay-for-performance .
- Attendance and engagement: Board-wide attendance met/exceeded 80%; Board met six times; committee cadence is regular, indicating structured oversight .
- Compensation and ownership alignment: Mix of modest cash and majority equity RSUs aligns director interests with shareholders; no meeting fees; initial grant structure standard for new directors .
- Potential conflicts: Current role at ICONIQ Capital could pose perceived conflicts if ICONIQ invested in PTC counterparties; however, PTC discloses robust related-party review/approval processes and assigns related-party oversight to Board and Audit Committee, with no specific related-party transactions disclosed involving Bernshteyn .
- RED FLAGS: None disclosed specific to Bernshteyn. Monitoring areas include: external investor role (ICONIQ) for any future transactions; compliance with stock ownership guidelines given unvested RSUs not counted, though company states all directors meet guidelines; continued independence reviews via annual processes .
Appendix: Committee Composition (for context)
- Compensation & People Committee members: Mark Benjamin (Chair), Robert Bernshteyn, Janice Chaffin, Paul Lacy, Robert Schechter; all independent; responsibilities include executive compensation, performance goals, equity plans, recoupment .