Trac Pham
PTCAbout Trac Pham
Independent director at PTC appointed effective March 17, 2025; currently serves on the Audit Committee . Former Synopsys CFO (2014–2022) where he led revenue scale from $2.0B to $5.1B and margin expansion; prior roles include corporate finance/FP&A/strategy at Synopsys and leadership in planning, strategy, and business development at Juniper Networks; served as interim COO and Co‑CEO of Sprinklr in 2024 . Education: BA Economics (UC Berkeley) and Master’s from UC San Diego School of Global Policy & Strategy (Schoepflin Fellow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | Chief Financial Officer; previously VP Corporate Finance; VP Financial Planning & Strategy | 2014–2022 (CFO) | Scaled revenue $2.0B→$5.1B; margin expansion |
| Juniper Networks | Corporate planning, strategy, and business development leadership | Not disclosed | Strategy and BD leadership |
| Sprinklr, Inc. (NYSE: CXM) | Interim COO; Co‑CEO; Board member | Jan–Nov 2024 (executive); Jun 2023–Nov 2024 (board) | Executive leadership, transition management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UKG, Inc. (private) | Director; Audit Committee Chair | Current | Chairs Audit Committee |
| SiFive, Inc. (private) | Director; Audit Committee Chair | Current | Chairs Audit Committee |
| Sprinklr, Inc. | Director (past) | Jun 2023–Nov 2024 | Board member during executive stint |
Board Governance
- Committee assignments: Audit Committee member at PTC .
- Independence: Audit Committee membership at PTC requires independence under SEC/Nasdaq rules; PTC states all committee members are independent .
- Board structure: Independent Chair (Janice Chaffin) and four standing committees—Audit, Compensation & People, Corporate Governance, Cybersecurity .
- Meeting cadence: In FY2024, Board met 6 times; committees met Audit 8, Compensation 4, Corporate Governance 4, Cybersecurity 4; directors attended at least 80% of meetings (Pham joined in 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Pro‑rated for service year as outside director |
| Audit Committee member retainer | $15,000 | Pro‑rated for service year (member; not chair) |
Performance Compensation
| Equity Award | Grant Value | Shares Granted | Vesting Schedule |
|---|---|---|---|
| Annual equity retainer (RSUs) | ~$250,000 | 2,361 RSUs [SEC Form 4] | Vests at earlier of 2026 Annual Meeting or March 15, 2026 |
| New director grant (RSUs) | ~$375,000 | 1,431 RSUs [SEC Form 4] | Vests in two equal installments on March 15, 2026 and March 15, 2027 |
PTC pays directors a mix of cash retainers and RSUs; no meeting fees; equity predominates to align with shareholders .
Other Directorships & Interlocks
| Company | Relationship to PTC | Potential Interlock/Conflict Assessment |
|---|---|---|
| UKG, Inc. | No disclosed commercial ties to PTC | Private HCM software; low direct overlap with PTC’s PLM/CAD; minimal conflict risk |
| SiFive, Inc. | No disclosed commercial ties | Semiconductor IP; PTC serves manufacturing customers broadly; low direct conflict |
| Sprinklr, Inc. (past) | None disclosed | CX software; limited overlap with PTC’s industrial software focus |
Expertise & Qualifications
- Financial leadership: Synopsys CFO leading large‑scale transformations and margin expansion .
- Strategy and operations: Executive roles at Sprinklr (COO/Co‑CEO) and strategic leadership at Juniper Networks .
- Education: BA Economics (UC Berkeley); Master’s, UC San Diego School of Global Policy & Strategy (Schoepflin Fellow) .
- Audit governance: Chairs audit committees at UKG and SiFive; PTC Audit Committee member .
Equity Ownership
| Date | Security | Quantity | Price | Post‑Transaction Position |
|---|---|---|---|---|
| Mar 17, 2025 | RSUs (annual equity retainer) | 2,361 | — | 2,361 RSUs recorded |
| Mar 17, 2025 | RSUs (new director grant) | 1,431 | — | 1,431 RSUs recorded |
| Mar 17, 2025 (Form 3) | Common Stock | 38 | — | Initial statement filed |
| May 9, 2025 | Common Stock (sale) | 38 | $163.4211 | 0 common shares after sale |
- PTC prohibits hedging or pledging of company securities by directors and executives .
- Director stock ownership policy: 5x annual board cash retainer; options and unvested equity excluded; PTC states directors and officers meet stock ownership requirements (note: policy statement is general; Pham joined in 2025) .
Governance Assessment
- Strengths: Audit Committee placement adds financial oversight depth; history of scaling Synopsys and leading operational turnarounds supports board effectiveness . PTC’s governance framework includes independent Chair, majority‑independent board, and robust committee charters and policies (stock ownership, clawback, anti‑hedging/pledging) .
- Independence & engagement: Audit Committee membership implies compliance with SEC/Nasdaq independence requirements; PTC’s board and committees meet regularly with strong attendance norms (FY2024) .
- Compensation alignment: Director pay primarily in equity RSUs with scheduled vesting; standard annual and new‑director grants suggest alignment with long‑term shareholder value .
- Potential red flags: Small open‑market sale of 38 shares shortly after appointment—immaterial in size, but monitor future trading for patterns . No disclosed related‑party transactions or pledging; continued monitoring advisable .
Board Governance (PTC context)
| Item | FY2024 Board/Committee Activity |
|---|---|
| Board meetings | 6 meetings; strong attendance (≥80%) by all directors |
| Audit Committee | 8 meetings; members independent; financial experts designated |
| Comp & People | 4 meetings; independent; oversees exec comp and equity plans |
| Corporate Governance | 4 meetings; independent; oversees director comp, board refreshment, ESG governance |
| Cybersecurity | 4 meetings; independent; oversees cybersecurity and data privacy programs |
Director Compensation Details (PTC framework)
- No meeting fees; mix of cash and equity; higher retainer for Board Chair; committee chair/membership retainers vary by workload .
- New director grants equal to 1.5x annual equity retainer with staged vesting; Pham’s specific vesting dates: March 15, 2026 and 2027 for new director grant; annual equity retainer vests by 2026 meeting/ date .
Insider Trades (Forms 3/4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Link |
|---|---|---|---|---|---|---|
| Mar 18, 2025 | Mar 17, 2025 | Form 3 (initial holdings) | Common Stock | 38 | — | https://www.sec.gov/Archives/edgar/data/857005/000165495425002945/0001654954-25-002945-index.htm |
| Mar 18, 2025 | Mar 17, 2025 | Award (RSUs) | RSUs | 2,361 | — | https://www.sec.gov/Archives/edgar/data/857005/000165495425002946/0001654954-25-002946-index.htm |
| Mar 18, 2025 | Mar 17, 2025 | Award (RSUs) | RSUs | 1,431 | — | https://www.sec.gov/Archives/edgar/data/857005/000165495425002946/0001654954-25-002946-index.htm |
| May 12, 2025 | May 9, 2025 | Sale | Common Stock | 38 | $163.4211 | https://www.sec.gov/Archives/edgar/data/857005/000165495425005438/0001654954-25-005438-index.htm |
Related Party Transactions & Risks
- No reported related‑party transactions for Pham in PTC disclosures to‑date; PTC maintains review processes for transactions with related persons .
- Risk controls: Executive compensation clawback policy (Rule 10D‑1 compliant) for executives; strong insider trading and 10b5‑1 plan policies for directors/executives .
Compensation Peer Group Context (PTC executives; for benchmarking culture)
- PTC uses a 17‑company U.S. software peer group for executive compensation benchmarking (Akamai, ANSYS, Autodesk, Cadence, etc.)—indicates governance discipline around pay practices .
Notes and References
- Appointment and committee: PTC 8‑K and press release (March 2025) .
- Biographical details: PTC governance profile .
- PTC governance policies and structure: 2025 DEF 14A .
- Shares outstanding (context for ownership): 120,355,676 as of Dec 13, 2024 .
Press release confirmation: “PTC Appoints Trac Pham to Board of Directors” (Mar 13, 2025) .