Robert Schechter
PTCAbout Robert Schechter
Independent director of PTC since 2009; recognized Audit Committee Financial Expert with deep operating and financial leadership across software and communications. Age 75 (as of the 2024 proxy); MBA, Wharton; BS, Rensselaer Polytechnic Institute. He currently serves on PTC’s Audit, Compensation & People, and Corporate Governance committees; the board has deemed him independent and he met the company’s attendance expectations in 2024. He previously served as PTC’s Board Chair from October 2022 through July 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NMS Communications Corporation | Chief Executive Officer | 1995–2008 | Led global communications hardware/software provider |
| Lotus Development Corporation | Chief Financial Officer | 1987–1990 | Financial leadership at leading software company |
| Lotus Development Corporation | SVP, International Operations | 1990–1994 | Oversaw sales, marketing, customer service, product development outside North America |
| Coopers & Lybrand, LLP | Partner; Chair, Northeast Region High-Tech Practice | 1973–1987 | Auditing/financial expertise in technology sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mimecast Limited | Director | 2019–2022 | Public company board service |
| Telaria, Inc. | Director | 2013–2020 | Public company board service |
Board Governance
-
Independence and attendance
- Board determined all nominees except the CEO are independent; all directors attended at least 80% of Board/committee meetings in 2024 and attended the 2024 Annual Meeting.
-
Committee assignments (2024 activity and composition)
- Audit Committee: Member; committee met 8 times in 2024; designated by the Board as an “Audit Committee Financial Expert” (with Paul Lacy).
- Compensation & People Committee: Member; met 4 times in 2024.
- Corporate Governance Committee: Member; met 4 times in 2024.
- Cybersecurity Committee: Not a member.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Compensation & People | Member | 4 |
| Corporate Governance | Member | 4 |
| Cybersecurity | — | 4 |
- Board leadership: PTC currently has an independent Board Chair (Janice Chaffin).
Fixed Compensation
PTC pays non-employee directors a cash retainer plus an annual RSU grant; there are no per-meeting fees. Committee retainers vary by committee and chair role; the Chair of the Board receives a higher retainer. For 2024:
| Component | Amount/Detail |
|---|---|
| Board annual cash retainer (non-Chair) | $60,000 (as reflected in new director 8-K terms) |
| Audit Committee member cash retainer | $15,000 (as reflected in 2025 8-K terms) |
| Compensation & People Committee member cash retainer | $12,500 (as reflected in 2024 8-K terms) |
| Board Chair cash retainer | Higher than director retainer (program policy) |
| Meeting fees | None (no fees for attendance) |
2024 actual compensation for Robert Schechter:
| Element | Amount/Units | Grant Date/Fair Value |
|---|---|---|
| Fees earned (cash) | $87,717 | — |
| Stock awards (RSUs) | 1,383 units | $249,977 (grant-date fair value; grant date Feb 14, 2024) |
| Total | $337,694 | — |
Notes:
- Grant-date fair value is based on closing price of $180.75 on Feb 14, 2024.
- Directors receive retainers only (cash/equity); no meeting fees.
Performance Compensation
Director equity is in RSUs granted annually; PTC’s proxy does not disclose performance-conditioned director equity. RSU counts and values for Mr. Schechter in 2024 are shown below.
| Item | Detail |
|---|---|
| Equity type | RSUs (director annual grant) |
| Grant date | February 14, 2024 |
| Shares granted | 1,383 |
| Grant-date fair value | $249,977 |
| Performance metrics | None disclosed for director equity (RSUs) |
Other Directorships & Interlocks
| Company | Current/Past | Committee roles (if any) | Potential interlocks/conflicts |
|---|---|---|---|
| Mimecast Limited | Past (2019–2022) | Not disclosed | None disclosed by PTC |
| Telaria, Inc. | Past (2013–2020) | Not disclosed | None disclosed by PTC |
- No related-party transactions disclosed involving Mr. Schechter in PTC’s 2025 proxy. The only related-person disclosure pertains to employment/compensation of a former CEO’s brother (no connection to Mr. Schechter).
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive financial/accounting expertise from Coopers & Lybrand partnership and CFO role at Lotus.
- Operating leadership as CEO of NMS Communications; software industry and go-to-market experience from Lotus; manufacturing market familiarity via NMS.
- Education: MBA (Wharton); BS (RPI).
Equity Ownership
| Ownership item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 59,616 shares; <1% of outstanding |
| RSUs outstanding (as of 9/30/2024) | 1,383 units |
| Pledging/hedging | Prohibited for directors (no hedging or pledging of PTC securities) |
| Ownership guideline | Directors: 5x annual Board cash retainer; all directors meet requirements |
Governance Assessment
-
Positives
- Seasoned financial operator with Audit Committee Financial Expert designation; sits on three core committees (Audit, Compensation & People, Corporate Governance), enhancing board effectiveness in oversight of financial reporting, pay, equity plans, and governance.
- Strong alignment: meaningful share ownership (59,616 shares), annual equity retainer, and strict no-hedging/pledging policy; directors comply with 5x retainer ownership guideline.
- Attendance and engagement: Board met 6 times; all directors met ≥80% attendance; committee cadence robust (Audit 8; Comp 4; Gov 4).
-
Watch items
- Long tenure (on board since 2009) can raise external questions about independence over time; mitigated by independent Board Chair structure and annual board evaluation/refresh processes.
- Age-related succession/refresh risk (age 75 as of 2024 proxy), offset by ongoing board refreshment (e.g., 2024 additions; 2024 resignation of a director; 2025 addition).
Appendix: Director Compensation (Program Snapshot and 2024 Actuals for Reference)
| Director | 2024 Cash Fees ($) | RSUs (#) | RSU Grant-Date FV ($) | Total ($) |
|---|---|---|---|---|
| Robert Schechter | 87,717 | 1,383 | 249,977 | 337,694 |
| (Program notes) | RSU grant date: Feb 14, 2024; no meeting fees; Board Chair receives higher retainer |
Appendix: Committee Fee Examples (as disclosed in 8-Ks for new appointees)
| Fee Type | Amount |
|---|---|
| Board annual cash retainer | $60,000 |
| Audit Committee member retainer | $15,000 |
| Compensation & People Committee member retainer | $12,500 |