Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




Appointment of New Director

On December 13, 2021, Michal Katz was appointed to the Board of Directors of PTC, effective as of February 8, 2022. Ms. Katz, age 54, has served as head of corporate investment banking for the Americas for Mizuho Financial Group, Inc. since November 2019. Prior to that, Ms. Katz was a Managing Director and Co-Head of the Global Technology Investment Banking Group at RBC Capital Markets, LLC from 2013 to August 2019 and then an employee of RBC on garden leave through October 2019. She served as Managing Director and Global Head, Software, at Barclays Capital Inc. from 2008 to 2013, and prior to that served as Managing Director and in other roles at Lehman Brothers Inc. from 1996 to 2008. Ms. Katz earned a B.A. in political science from the Binghamton University and a J.D. from New York University.

Ms. Katz's compensation for service as a director will be established in February 2022 at the time the compensation for all directors for the year will be established. Ms. Katz's compensation is expected to be commensurate with that for our outside directors, other than our Board Chair. For the 2021 Board service year, our directors other than our Board Chair were paid a cash retainer of $60,000 and an equity retainer of RSUs valued at approximately $250,000 on the date of grant, which RSUs generally vest on the one-year anniversary of the grant date. She is also expected to receive a one-time initial onboarding grant of RSUs valued at 1.5x her annual equity retainer, which RSUs will vest in two substantially equal installments on the first and second anniversaries of the grant date. Her service on any committee(s) of the Board will be established at a later date.

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