UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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BENTLEY SYSTEMS, INCORPORATED

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Stockholder:

Please join us for Bentley Systems, Incorporated’s Annual Meeting of Stockholders on Thursday, May 23, 2024, at 11:00 a.m., Eastern Time, which will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting via a live audio webcast by visiting www.meetnow.global/BENTLEY24.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 12, 2024. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone, or by proxy card in advance, even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of Bentley Systems, Incorporated.

Sincerely,

Gregory S. Bentley
Chairperson, Chief Executive Officer and President

 

BENTLEY SYSTEMS, INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

David R. Shaman
Chief Legal Officer and Secretary
April 12, 2024

 

PROXY VOTING METHODS

If you were a stockholder of record at the close of business on April 4, 2024, you may vote your shares over the Internet at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the Internet, by telephone, or by mail. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

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Go to the website www.envisionreports.com/BSY and follow the instructions, 24 hours a day, seven days a week.

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You will need the control number included on your proxy card to obtain your records and to create an electronic voting instruction form.

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BY TELEPHONE

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From a touch-tone telephone, dial the telephone number included on your proxy card (1-800-652-VOTE (8683)) and follow the recorded instructions, 24 hours a day, seven days a week.

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You will need the control number included on your proxy card in order to vote by telephone.

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BY MAIL

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Mark your selections on the proxy card.

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Date and sign your name exactly as it appears on your proxy card.

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Mail the proxy card in the enclosed postage-paid envelope provided to you.

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YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

 

TABLE OF CONTENTS

   

 

 

BENTLEY SYSTEMS, INCORPORATED

PROXY STATEMENT
Annual Meeting of Stockholders
May 23, 2024

GENERAL INFORMATION

WHY AM I BEING PROVIDED WITH THESE MATERIALS?

This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 12, 2024. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bentley Systems, Incorporated (“we,” “our,” “us,” the “Company,” “Bentley” or “Bentley Systems”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 23, 2024 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting.

You are invited to attend the Annual Meeting and vote your shares via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

WHAT AM I VOTING ON?

There are three proposals scheduled to be voted on at the Annual Meeting:

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Proposal No. 1: Election of the director nominees listed in this Proxy Statement.

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Proposal No. 2: Advisory (non-binding) vote to approve the compensation of our named executive officers.

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Proposal No. 3: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

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WHO IS ENTITLED TO VOTE?

Stockholders as of the close of business on April 4, 2024 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, we had outstanding 11,537,627 shares of Class A common stock, 288,378,394 shares of Class B common stock and no shares of preferred stock. The holders of our Class A common stock are entitled to 29 votes per share, and holders of our Class B common stock (which is the only class that is publicly traded and listed) are entitled to one vote per share held as of the Record Date, in each case including shares:

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held directly in the holder’s name as “stockholder of record” ​(also referred to as “registered stockholder”); and

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held for the holder in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

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Holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our amended and restated certificate of incorporation or law.

WHAT CONSTITUTES A QUORUM?

The presence in person or by proxy of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at the meeting constitutes

 

a quorum. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

WHAT IS A “BROKER NON-VOTE”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Only Proposal No. 3 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?

For Proposal No. 1, under our amended and restated bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

For Proposal Nos. 2 and 3, approval of each proposal requires the vote of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present in person or by proxy.

As it relates to Proposal No. 3, it is important to note that the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024 is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee to consider the selection of a different firm.

HOW ARE VOTES COUNTED?

Regarding the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the advisory non-binding vote on the approval of the compensation of our named executive officers (Proposal No. 2), you may vote “FOR”, “AGAINST,” or “ABSTAIN.” Abstentions are not considered votes for or against such proposal, and thus, will have no effect on the outcome of it. Broker non-votes will also have no effect on the outcome of this proposal.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 3.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

 

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

Our Board recommends that you vote your shares:

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“FOR” each of the director nominees listed in this Proxy Statement.

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“FOR” the approval of the compensation of our named executive officers.

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“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

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WHO WILL COUNT THE VOTE?

The Company’s transfer agent and registrar, Computershare Inc., will tally the vote.

HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

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By Internet — If you have Internet access, you may submit your proxy by going to www.envisionreports.com/BSY and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.

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By Telephone — If you have access to a touch-tone telephone, you may submit your proxy by dialing the telephone number included on your proxy card (1-800-652-VOTE (8683)) and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

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By Mail — You may vote by mail by signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

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If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

HOW DO I ATTEND AND VOTE MY SHARES AT THE VIRTUAL ANNUAL MEETING?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.meetnow.global/BENTLEY24. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

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instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.meetnow.global/BENTLEY24;

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assistance with questions regarding how to attend and participate via the internet will be provided at www.meetnow.global/BENTLEY24 on the day of the Annual Meeting;

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stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

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you will need the control number that is included on your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

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Note: If you are a registered stockholder, you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you receive.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 20, 2024. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to:

WILL I BE ABLE TO PARTICIPATE IN THE ONLINE ANNUAL MEETING ON THE SAME BASIS I WOULD BE ABLE TO PARTICIPATE IN A LIVE ANNUAL MEETING?

To enable increased stockholder accessibility, improve meeting efficiency and reduce costs, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

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providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;

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providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

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answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

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WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD ON OR ABOUT THE SAME TIME?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

MAY I CHANGE MY VOTE OR REVOKE MY PROXY?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

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sending a written statement to that effect to our Secretary, provided such statement is received no later than May 22, 2024;

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voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 22, 2024;

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submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May 22, 2024; or

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attending the virtual Annual Meeting and voting online.

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If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

 

CORPORATE GOVERNANCE MATTERS

Corporate Governance Highlights

Corporate Governance Practices

Our Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. Our Board’s responsibility is one of oversight, and in performing its oversight role, our Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the Company’s stockholders. Our Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Our Board exercises direct oversight of strategic risks to the Company, including through regular updates at Board meetings from management regarding key areas of risk and the manner in which the Company keeps abreast of and manages such risks. The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures, and receives updates from the Company’s Chief Compliance Officer regarding any areas of concern or internal reports from colleagues. The Sustainability Committee reviews compensation policies and practices of the Company and oversees and evaluates programs and risks associated with Board organization, structure, corporate governance and social responsibility, including ESG and DE&I matters. The Nominating Committee, which was established at the end of 2023, oversees the selection, nomination and evaluation of candidates for election or re-election to our Board and its Committees. The Audit Committee and the Sustainability Committee report to the Board at least quarterly. We expect that the Nominating Committee will report to the Board at least twice per year or more often as circumstances require. Throughout 2023, the Board exercised its ongoing oversight role over risks impacting the Company, including cybersecurity risks. In addition, in 2023, we completed our first ever enterprise risk assessment in which the Company identified key areas of risk impacting the Company and its business. Management presented the results of this assessment to the Board, which will continue to oversee management’s strategy and response to the matters identified.

 

Our Board, through the Sustainability Committee, evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the strong corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “— Communications with the Board” below.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. For so long as we qualify as a “controlled company” within the meaning of Nasdaq rules, we are exempt from compliance with certain corporate governance standards, including the requirement that a majority of the Board of Directors consists of independent directors. Subject to our reliance on the exemption available to controlled companies and any applicable transition periods, the Board is required under our Corporate Governance Guidelines to make an affirmative determination periodically as to the independence of each director. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Based upon information requested from, and provided by, each director concerning his or her background, employment and affiliations, including family and other relationships such as those relationships described in the section titled “Transactions With Related Persons,” our Board of Directors has three independent directors. Our Board of Directors has determined that each of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he or she is “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Code of Conduct

We maintain a Code of Conduct that is applicable to all of our directors, officers and colleagues, including our Chairperson and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and other senior officers. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. The Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the United States (“U.S.”) Securities and Exchange Commission (the “SEC”). The Code of Conduct may be found on our website at https://investors.bentley.com/corporate-governance/governance-documents.

We will disclose within four business days any substantive amendments to the Code of Conduct, or waivers of the Code of Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K.

Stock Ownership Guidelines

The Board, through the Sustainability Committee, has adopted Stock Ownership Guidelines for Bentley Systems’ directors and executive officers to further align the interests of the directors and executive officers with the interests of stockholders and to reinforce our commitment to sound corporate governance.

 

All officers who participate in the Company’s executive compensation programs — not just our named executive officers — are required to own: (i) at least one times base salary in Company stock for non-named executive officers; (ii) at least two times base salary in Company stock for named executive officers and (iii) at least five times base salary in Company stock for the Company’s Chief Executive Officer. For this purpose, stock owned includes shares held in the Company deferred compensation plan and vested awards.

These policies came into effect on December 1, 2021 with a three-year time period for compliance starting from the later of December 1, 2021 or the date of initial hire/appointment/​election of each executive officer or non-employee director.

As of the Record Date, all non-employee directors and named executive officers met the stock ownership guidelines applicable to them.

Clawback Policy

Upon the recommendation of the Sustainability Committee and in accordance with recently enacted Nasdaq Listing Rules, the Company has implemented a clawback policy applicable to all of the Company’s executive officers. Both annual cash incentive payments and performance-based share awards are subject to the Company’s clawback policy under which amounts can be recouped in the case of an accounting restatement.

Hedging Policy

The Company’s Insider Trading Policy requires executive officers and directors to consult the Company’s Chief Legal Officer prior to engaging in transactions involving the Company’s securities. In order to protect the Company from exposure under insider trading laws, executive officers and directors from time to time enter into pre-programmed trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s Insider Trading Policy prohibits directors and employees (including officers) from trading in public options, warrants, puts and calls or similar public instruments on the Company’s securities or selling such securities short. In addition, directors and employees (including officers) are prohibited from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities without first receiving pre-clearance from the Company’s trading compliance officer.

CORPORATE SOCIAL RESPONSIBILITY

Environmental, Social, and Governance at Bentley Systems

At Bentley Systems, our greatest opportunity for impact is through the products and services we provide that empower our users to achieve the United Nations’ Sustainable Development Goals (“UN SDGs”). As a company driven by a culture of sustainability, we also look to minimize the impact we have across the business and through our operations. Our colleagues, and the diversity of their contributions, are our greatest asset and our impact is fueled by their passion and determination. We also have a responsibility to care for their success and wellbeing, as well as the wellbeing of the communities where we work and operate. We must also ensure that we are helping to prepare the next generation of infrastructure professionals to realize our vision of a better and more resilient future. Guided by a commitment to effective governance, these make up Bentley’s impact strategy, which is organized under four key pillars:

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Handprint. The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all.

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Environmental. The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations.

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Social. The programs and processes that foster a diverse and inclusive culture where our colleagues and communities can thrive, as well as the ways we are helping to grow and diversify the pipeline of infrastructure engineers through education, recruitment, and community engagement initiatives.

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Governance. Our approach to effective governance is to ensure the highest level of ESG accountability and rigor.

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In support of that vision, we have combined the two acronyms ESG and SDG to form “ES(D)G”, Empowering Sustainable Development Goals, as discussed below.

ESG Governance

Our Board oversees our ESG initiatives through the Sustainability Committee. The Sustainability Committee meets quarterly to assess the Company’s ESG strategy and performance and is committed to ensuring that Bentley Systems operates responsibly by continually working to improve the environmental impacts of our operations through a sustainability mindset; by fostering an environment and culture of ethics, integrity, inclusion, and respect; and by protecting the privacy and data of our users. Bentley Systems’ executive management team has operational responsibility for ESG strategy, implementation, and accountability for performance on goals and objectives. In addition, the ESG Steering Committee is composed of key cross-functional managers that meet regularly to drive progress on ESG efforts and report on major initiatives to our Chief Executive Officer and Board.

In late 2023, we announced the appointment of our first Chief Sustainability Officer to lead our handprint and ES(D)G initiatives. With additional resourcing and oversight of our impact strategy, we look forward to reporting additional product-related impacts and case studies that highlight the ways we enable our users to make progress towards global sustainability goals.

We also continued our regular engagement with stakeholders to solicit feedback on our inaugural ESG report. Included in our inaugural report were the results of our first materiality assessment, key objectives related to our priority topics, and new disclosure areas aligned with leading reporting frameworks and standards. In response to stakeholder feedback, we enhanced our disclosures and reporting, including better defining our handprint or ES(D)G impacts and sharing progress on key goals. Our program has continued to garner third-party recognition, and in 2023, we were recognized as leaders in climate and ESG strategy by USA Today, Newsweek, Barrons, and other industry publications.

As part of our ESG governance program, we monitor emerging regulations in relevant jurisdictions and preparing to meet all aspects of compliance. This includes preparing for future climate-related disclosures and assurance of relevant disclosures, to the extent required. We are working diligently with our functional areas to continually drive improved oversight, accuracy, and controls for all our ESG reporting and to be well prepared for any future regulatory requirement.

Diversity, Equity, and Inclusion at Bentley Systems

As a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 40 countries worldwide, our diversity helps make us successful. We have developed programs in the workplace and continue to invest in diversity partnerships.

Bentley’s Inclusion, Diversity, and Equity Alliance (IDEA) Program includes resource groups that allow colleagues to join peers from all regions and departments to build community and foster diversity and inclusion. Since 2020, these colleague-led groups have provided a safe space for Bentley colleagues to have courageous conversations, propose changes to our culture, create a sense of community, and establish a platform to reach other colleagues worldwide. In 2023, IDEA programming continued to be a critical resource for education and a place where colleagues could learn from

 

each other’s different lived experiences. Members of Bentley’s executive management are key sponsors of each group and have been key partners for providing access to resources and our leadership team. IDEA includes six colleague resource groups: OpenAbilities, OpenPride, People of Color in the US, Women at Bentley, Veterans at Bentley, and IDEA India.

Environmental Sustainability

Bentley Systems is committed to environmental responsibility and aligning our business operations with the sustainable future our products enable. With our comprehensive range of software and solutions, worldwide presence, and commitment to environmental sustainability, Bentley is more than a software company — we are engaged members of the global community dedicated to advancing the world’s infrastructure. Advancing our infrastructure is key to addressing climate change and other environmental challenges and is essential to sustaining our economies and improving quality of life.

One of our largest accomplishments in 2023 was the validation of our near-term greenhouse gas reduction targets by the Science Based Targets initiative (“SBTi”); a commitment to contribute to a net-zero future by mid-century through emissions reductions that align with leading climate science. Our SBTi-validated commitments contain measurable targets to reduce greenhouse gas emissions across the business, including our value chain. We look forward to reporting our progress in future reports and welcome the collaboration of our partners to help us meet our ambitions. While we develop additional programs to meet our climate goals, we have already implemented several strategies guided by our SBTi commitments, to reduce our environmental footprint. These include:

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Transitioning to renewable energy and energy efficient offices;

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Reducing our physical office footprint;

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Travel with purpose business travel policies; and

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Infrastructure Empowered Workforce Plan to enable hybrid and remote work.

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Sustainable Infrastructure — ES(D)G

Our users make a difference. Their work is essential to creating more sustainable and resilient infrastructure. We empower our users through our infrastructure software and through services, events, and initiatives that facilitate the learning and sharing of best practices.

Current ESG standards and metrics focus primarily on a company’s environmental footprint. At Bentley Systems, we have been more broadly focused on the United Nations’ SDGs for sustainable outcomes. Accordingly, we have combined the ESG and SDG acronyms to form ES(D)G — Empowering Sustainable Development Goals — to reflect our purpose and bring attention to the environmental “handprint” that our software and cloud services empower.

As part of our ES(D)G strategy, success means supporting communities and organizations with infrastructure digital twin solutions that help accelerate implementation of SDGs.

Bentley Systems empowers our users to address multiple SDGs across four core sustainability challenges: energy transition, climate action, land and water resources, and healthy communities. Our vision is influenced by the unprecedented transformation that will need to happen in the upcoming years to achieve sustainable development goals and future-proof the world’s infrastructure. We will continue to shape our ES(D)G solutions and enhance our environmental handprint to help address these critical challenges.

Colleague Success

We are committed to investing in our most valuable resource, our colleagues. We support and empower our colleagues to create their unique, multi-dimensional success stories at Bentley. Successful colleague career journeys in turn enable our success at Bentley and that of our users and investors.

 

We prioritize our colleagues’ experience and focus on well-being, rewarding and recognizing contributions fairly, creating a culture of belonging, and fostering meaningful connections at work. In our 2023 Annual Colleague Engagement Survey, we were pleased to report an 88% participation rate across the organization. Of the colleagues who participated in the survey, 81% responded they were proud to work for Bentley Systems and 85% responded they would gladly recommend Bentley Systems as a place to work to people they know and respect. Our overall engagement score exceeds the median technology benchmark and remains generally consistent with results from prior years, indicating continued high engagement.

We support our colleagues across functions and levels to develop the skills for today and tomorrow. We encourage leadership at every level, inspire innovation, include diverse perspectives, and foster career mobility for colleagues to learn and grow across the organization and throughout their journey at Bentley Systems. Colleagues are encouraged to create a habit of learning, and we offer live classroom learning, curated learning pathways, and open access to a powerful learning platform, connecting colleagues with content from over 30 integrated providers and millions of curated articles, videos, courses, podcasts, and events to support their development. Learning focuses on not only functional or technical skills but also those that enhance colleague experience and well-being, such as Franklin Covey’s The 7 Habits of Highly Effective People and Mental Health First Aid.

We invest in leaders through our Leadership Excellence and Development (“LEAD”) Essentials program, in which participants are partnered with another leader in a cross-functional role at Bentley and together leverage a custom-curated learning pathway that equips participants to succeed in current and future challenges. In addition to the LEAD Essentials program, we also offer foundational skill training and executive coaching as needed to invest in our leaders.

Work flexibility continues to be instrumental both for our business and for our colleagues’ well-being. A key differentiator in creating a positive experience for our colleagues is our Infrastructure Empowered Workforce Plan or “IEWP”. IEWP is a global strategy that empowers colleagues to take advantage of our physical offices for necessary in-person collaboration, while institutionalizing the flexibility to work remotely otherwise, fully enabled by technology. IEWP allows our colleagues to make the best of remote and in-office work to perform at a higher level and enhances team and business productivity.

Serving Our Communities

Our founders have embraced a culture of giving back to our communities and being good neighbors since the Company’s inception. Bentley Systems continues to be passionate about helping the communities where we live and work, in every country where we operate. We support both global and local initiatives, both as an organization and as individual colleagues. We are also committed to sustaining the infrastructure community with programs and policies to help students of all ages pursue their passion for infrastructure, and for infrastructure professionals to build knowledge and share best practices.

Stockholder Engagement

We are engaged with our stockholders. We value their feedback and consider their insights as we develop and evolve our governance practices. Our Board and executive management are committed to building long term value for our stockholders and believe that trust of, and alignment with, our stockholders and other stakeholders is critical to our ongoing success and to sustaining a disciplined and strong governance culture.

We welcome opportunities to meet and discuss our business and governance with our stockholders, and we have an active investor relations program. We respond to all inquiries that we receive and are also proactive in our outreach, and we welcome requests to meet with current and prospective investors. Each quarter, we participate in investor conferences, non-deal roadshows, and other events. We publish recordings of our quarterly operating results webinars and other presentations

 

on our investor website, and we maintain a comprehensive ESG website that details our values, operating philosophy, governances, and disclosures.

We value our stockholders’ perspective on our business and our governance including our values and culture, strategy, performance, risk, compensation, diversity and inclusion, and a range of other ESG issues. Our Chief Legal Officer and Secretary works closely and directly with Investor Relations and ensures that our Board is engaged and informed. Our Sustainability Committee, which oversees compensation, ESG and other matters, is highly engaged with our management, directly collaborating on our ESG matters and disclosures.

We are in regular contact with, and are available to, our stockholders to learn what they feel can improve our processes and communication, as well as to understand the issues that are important to them. We intend to continue such outreach to complement our other stockholder interactions and to ensure that our stockholders have different avenues to engage and provide input.

To communicate broadly with our stockholders, we share detailed information on our investor relations website, our Annual Report, and this Proxy Statement.

OUR BOARD OF DIRECTORS

Director Nomination Process

The Nominating Committee weighs the characteristics, experience, independence and skills of potential candidates for election and re-election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating Committee also assesses the size, composition and combined expertise of the Board, as well as (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence and diversity of thought and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, industry experience and expertise, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. As the application of these factors involves the exercise of judgment, the Nominating Committee does not have a standard set of fixed qualifications that is applicable to all director candidates. In identifying prospective director candidates, the Nominating Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company.

In recommending that, or determining whether, members of the Board should stand for re-election, the Nominating Committee also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board. The Board does not have a policy to impose a retirement age or term limits for directors because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, increasing insight both generally and as well as specifically with respect to the Company and its operations.

The Nominating Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. Set forth below is a chart setting forth the experiences, qualifications, attributes or skills that our Nominating Committee considers to be among the most important in its

 

director nominating process, along with the number of current directors who possess the relevant experience, qualifications, attributes, and skills.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on the information discussed in each Board member’s biographical information set forth below and in the chart above. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

As discussed above, the Nominating Committee and the Board include diversity of background among the criteria to be considered when selecting candidates for the Board. While neither the Board nor the Nominating Committee has adopted a formal stand-alone diversity policy, one of many factors that the Board and the Nominating Committee intend carefully to consider in selecting director nominees in the future is the importance to the Company of board members with diverse experiences and backgrounds, including particularly as they relate to gender, race and ethnicity, as well as other life experiences that would enhance the composition of the Board and its committees.

The Nominating Committee will consider director candidates recommended by stockholders in the same manner as nominees from all other sources. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Bentley Systems, Incorporated, at 685 Stockton Drive, Exton, Pennsylvania 19341. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2025 Annual Meeting.”

Controlled Company Exception and Bentley Family Ownership

We are a “controlled company” under the corporate governance rules of the Nasdaq Listing Rules because the Bentley Control Group (as defined below) controls a majority of the voting power of our outstanding capital stock. References to the “Bentleys” refer to Barry J. Bentley, Gregory S. Bentley,

 

Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively. References to the “Bentley Control Group” refer to the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, as to which the Bentleys collectively control the voting power of the members of such group. Although the Nasdaq Listing Rules generally require that a majority of the board of directors be independent, because we are a “controlled company” within the meaning of the Nasdaq Listing Rules, we are permitted to, and have elected to, not comply with this requirement. That said, while as a “controlled company”, we are not required to have an independent nominating or compensation committee, we have established both a Nominating Committee and a Sustainability Committee, each fully composed of independent directors, to serve these respective functions.

As of April 4, 2024, after giving effect to the conversion of all shares of Class A Common Stock into shares of Class B Common Stock, the Bentleys and certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families (collectively, the “Bentley Family”) beneficially owned approximately 55% of the Company’s outstanding Class B Common Stock in the aggregate, composed of approximately 21% individually beneficially owned by the Bentleys and approximately 34% beneficially owned by certain other Bentley Family members. The minor decrease in Bentley Family ownership since the Company’s 2023 Annual Meeting of Stockholders is largely attributable to dilution from the issuance of additional shares of Class B Common Stock since such time — most notably in respect of stock option exercises and distributions from our Non-qualified Deferred Compensation Plan (the “DCP”) — as well as charitable gifts of Class B Common Stock by the Bentley Family and planned sales of Class B Common Stock by the Bentleys in part to satisfy tax obligations related to stock-based compensation and DCP distributions.

Leadership Structure

Our Board of Directors is led by Gregory S. Bentley, our Chairperson of the Board, President and Chief Executive Officer. The Board maintains the flexibility to determine whether the roles of Chairperson and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight. By combining the role of Chairperson and Chief Executive Officer in Gregory S. Bentley, one of the founding Bentley brothers, we have ensured that the Chairperson of the Board has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board’s view, this has enabled the Board to better understand the Company and work with management to enhance stockholder value. In light of our announcement on March 21, 2024 that Gregory S. Bentley intends to transition from Chief Executive Officer to Executive Chair on July 1, 2024, we expect that, after such date, the role of Chairperson and Chief Executive Officer will be split.

Since December 31, 2021, Janet B. Haugen has served as our Lead Independent Director. In that role, among other responsibilities, she presides over executive sessions of the Company’s independent directors, facilitates information flow and communication among the Directors and between our Chairperson and the independent directors, reviews agendas and information to be sent to the Board and coordinates with management regarding the Board’s review of matters such as executive succession planning.

Executive Sessions

To encourage and enhance communication among the independent directors of the Board, it is expected that the independent directors will have regularly scheduled meetings (or sessions of meetings) at which only independent directors are present. It is contemplated that, as and if required under Nasdaq Listing Rules, these will occur at least twice a year and perhaps more frequently, in connection with regularly scheduled Board or committee meetings.

 

Communications with the Board

As described in our Corporate Governance Guidelines, anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any committee of the Board, or the Lead Independent Director, or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Chief Legal Officer of the Company, at 685 Stockton Drive, Exton, Pennsylvania 19341. The Chief Legal Officer or his designees review the correspondence received and will filter advertisements, solicitations, spam and other such items not related to the Board’s or Committees’ duties and responsibilities. All relevant communications or concerns will be forwarded to the appropriate party.

Board Committees and Meetings

The standing committees of the Board are our Audit Committee, Sustainability Committee and Nominating Committee. The members of each committee for fiscal 2023 were Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes.

Directors are expected to attend annual meetings of stockholders. During the fiscal year ended December 31, 2023, the Board held six meetings. In 2023, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit Committee

Our Board of Directors has established an Audit Committee (the “Audit Committee”), which has the composition and responsibilities described below. Nasdaq Listing Rules require us to have an audit committee composed entirely of independent directors. Our Audit Committee is composed of all independent members, each of whom satisfies the independence requirements of the applicable Nasdaq and Exchange Act rules. The current members of the Audit Committee are Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. Brian F. Hughes is the chairperson of our Audit Committee. Each member of the Audit Committee is an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and possesses financial sophistication as required by the Nasdaq Listing Rules. This designation does not impose any duties, obligations or liabilities that are greater than those that are generally imposed on members of our Audit Committee and our Board of Directors. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors.

The Audit Committee is responsible for, among other things:

♦

selection, retention, termination, compensation and oversight of the work of an independent public accounting firm to act as our independent auditors, as well as any other public accounting firm engaged to prepare or issue an audit report or other audit, review or attest services;

​

♦

considering and approving, in advance, all audit and permitted non-audit and tax services to be performed by our independent auditors;

​

♦

reviewing and discussing the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting and disclosure controls and procedures and the audits of our financial statements;

​

♦

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our colleagues of concerns regarding questionable accounting or auditing matters;

​

♦

investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the Audit Committee deems necessary;

​

♦

determining compensation of advisors hired by the Audit Committee;

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♦

reviewing quarterly financial statements prior to their release;

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♦

reviewing and assessing the adequacy of its written charter on an annual basis;

​

 

♦

reviewing and approving related-party transactions for potential conflict of interest situations on an ongoing basis;

​

♦

managing risks to the Company by monitoring, discussing, reviewing or developing policies and procedures with respect to risk exposures, compliance with applicable laws and the Company’s policies and complaints regarding accounting or auditing matters; and

​

♦

handling such other matters that are specifically delegated to the Audit Committee by our Board of Directors from time to time.

​

During the fiscal year ended December 31, 2023, our Audit Committee held five meetings.

Our Board of Directors adopted a written charter for our Audit Committee, which is available on our website. Such written charter for the Audit Committee satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Sustainability Committee

Established in March 2021, the Sustainability Committee is a standing committee of the Board of Directors that is responsible for oversight of executive compensation, talent development and ESG matters. Although the establishment of this committee is not required given our status as a controlled company, the Board formed the Sustainability Committee because we believe these matters require dedicated focus and attention.

Our Sustainability Committee consists of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes, each of whom satisfies the general independence requirements of the Nasdaq Listing Rules, with Janet B. Haugen serving as the chairperson of the committee. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors. The Sustainability Committee meets at least quarterly in connection with our regularly scheduled Board meetings and regularly reports to the full Board regarding its activities.

The Sustainability Committee is responsible for, among other things:

♦

reviewing and approving, or recommending to the full Board of Directors, corporate goals and objectives relevant to CEO and other executive officer compensation, including annual performance objectives, if any;

​

♦

evaluating the performance of the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity-based incentive and other benefits, direct and indirect, of the CEO;

​

♦

overseeing the evaluation of the performance of the executive officers other than the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the executive officers other than the CEO;

​

♦

reviewing and recommending to the Board of Directors the form and amount of director compensation;

​

♦

reviewing and making recommendations with respect to our equity compensation plans;

​

♦

overseeing the Company’s sustainability strategy and reporting, and corporate citizenship matters;

​

♦

overseeing the evaluation of the Board of Directors and management;

​

♦

reviewing and discussing with the Board of Directors and executive officers plans for executive officer development and corporate succession plans for the CEO and other executive officers;

​

♦

development and oversight of policies, disclosure, and reporting for ESG matters;

​

♦

considering matters of corporate governance, including periodically reviewing the Company’s corporate governance guidelines/principles;

​

 

♦

reviewing and discussing with management the Company’s policies and practices related to its management of human capital resources, including talent development, retention, overall colleague wellness and engagement of Company personnel; and

​

♦

reviewing and discussing with management the Company’s corporate culture and strategies in support of diversity, equity and inclusion.

​

During the fiscal year ended December 31, 2023, our Sustainability Committee held ten meetings.

Our Board of Directors adopted a written charter for our Sustainability Committee, which is available on our website.

Nominating Committee

Established at the end of 2023, the Nominating Committee is a standing committee of the Board of Directors that is responsible for the selection and evaluation of nominees to the Board and its committees. Although the establishment of this committee is not required given our status as a controlled company, the Board formed the Nominating Committee because we believe the identification and selection of qualified director nominees is essential to the Company’s success.

Our Nominating Committee consists of Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes, each of whom satisfies the general independence requirements of the Nasdaq Listing Rules, with Kirk B. Griswold serving as the chairperson of the committee. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors. The Nominating Committee is expected to meet at least twice annually and as circumstances require and will report to the full Board regarding its activities. The Nominating Committee held its first meeting in January of 2024.

The Nominating Committee is responsible for, among other things:

♦

identifying individuals qualified to become directors, consistent with the criteria approved by the Board, from time to time, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;

​

♦

overseeing the self-evaluation of the Board and its Committee; and

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♦

recommending to the Board the members of the Board to serve on the various committees of the Board.

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Our Board of Directors adopted a written charter for our Nominating Committee, which is available on our website.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines, Audit Committee charter, Sustainability Committee charter, Nominating Committee Charter and other corporate governance information are available on our website at https://investors.bentley.com/corporate-governance/governance-documents. Any stockholder also may request them in print, without charge, by contacting the Secretary of Bentley Systems, Incorporated, at 685 Stockton Drive, Exton, Pennsylvania 19341.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the relevant committees

 

of the Board. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements and the surveillance of administrative and financial controls. Through its regular meetings with management, including the finance and legal functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of relevant risk and the appropriate mitigating factors. The Sustainability Committee reviews compensation policies and practices of the Company and oversees and evaluates programs and risks associated with Board organization, structure and corporate governance, including as they relate to ESG and DE&I matters. The Nominating Committee, among other responsibilities, considers questions of director independence and possible conflicts of interest as it relates to members of the Board. In addition, the Board continues to exercise its ongoing oversight role over cybersecurity risks and other material enterprise risks impacting the Company, receiving regular updates from the Company’s executive management and operational teams regarding the Company’s primary risk areas and directing management to report back at regular intervals regarding such matters.

 

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers as of the date of this Proxy Statement, other than Gregory S. Bentley, whose biographical information is presented under “Nominees for Election to the Board of Directors in 2024.”

Werner Andre has served as our Chief Financial Officer since January 1, 2022 and is responsible for all aspects of finance including worldwide accounting, financial planning and analysis, tax, and treasury. Mr. Andre joined us in 2015 as Global Corporate Controller. From 2020 until March 2024, he also served as our Chief Accounting Officer. Prior to joining us, Mr. Andre served as the assistant corporate controller, international accounting and reporting, for Rockwood Holdings, Inc. from 2010 to 2015, and held several roles with PricewaterhouseCoopers LLP from 1995 to 2010. He holds B.S. and M.B.A. degrees in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna.

Brock Ballard has served as our Chief Revenue Officer since January 1, 2023 and is responsible for leading all of our accounts globally. Mr. Ballard joined us in 2020 as Vice President and Regional Executive, Americas. Prior to joining us, Mr. Ballard served as Sales Leader with Dassault Systèmes, a developer of software for 3D product design, simulation, manufacturing and other 3D related products, Director of Sales at Autodesk, Inc., a developer of software products and services for the architecture, engineering, construction, manufacturing, media, education and entertainment industries, and Sales Executive Océ, a developer and manufacturer of printing and copying hardware and related software. He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama.

Michael M. Campbell has served as our Chief Product Officer since joining us in September 2022. Mr. Campbell is responsible for defining our product strategy and for managing product development to advance our leadership in infrastructure engineering software. Prior to joining us, Mr. Campbell served as an Executive Vice President managing product development, product strategies, and entire software businesses for PTC Inc., a global software company engaged in the development and provision of software-based product management and development solutions. He holds a Bachelor of Science in Mechanical Engineering from Boston University.

Nicholas H. Cumins has served as our Chief Operating Officer since January 1, 2022. Mr. Cumins is responsible for our sales and marketing, products, user success, and business operations globally. Mr. Cumins previously served as our Chief Product Officer since 2020. Prior to joining us, Mr. Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020. Mr. Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016. He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France.

David R. Shaman, our Chief Legal Officer, has led our legal team since 2015 and is responsible for legal, regulatory compliance, corporate philanthropy, government relations, and license compliance activities. Mr. Shaman previously served as Deputy General Counsel from 2006 to 2015. Prior to joining us in 1998, Mr. Shaman was an associate at the law firm Covington & Burling LLP.

 

Mr. Shaman’s international experience includes eight years leading our legal operations outside the United States, as well as tenures at the European Commission, Directorate-General for Informatics in Brussels and Harlequin Limited, a software company in Cambridge, United Kingdom. He holds a Bachelor’s degree in Mathematics from the University of Pennsylvania, a J.D. from Harvard Law School, and a Diploma in Mathematical Statistics from Cambridge University.

 

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Our Bylaws provide that the number of directors will be determined from time to time by resolution of our Board of Directors. We currently have seven directors on the Board of Directors. Upon election, each director is elected for a one-year term and serves until a successor is duly elected and qualified. Any additional directorships resulting from death, resignation, increase in the number of directors, or otherwise may be filled for the unexpired term by a majority vote of the remaining directors then in office. Directors may be removed with or without cause by the affirmative vote of a majority of the combined vote of our then-outstanding shares of Class A and Class B common stock, voting together as a single class.

Upon the recommendation of the Nominating Committee, the full Board of Directors has considered and nominated the following slate of nominees to serve as directors for a one-year term expiring at the 2025 Annual Meeting of stockholders: Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley, Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. Action will be taken at the Annual Meeting for the election of these director nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the term of service of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

​

Member of the Audit Committee, Sustainability Committee and Nominating Committee

​

(2)

Chairperson of the Nominating Committee

​

(3)

Chairperson of the Sustainability Committee and Lead Independent Director

​

(4)

Chairperson of the Audit Committee

​

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

 

PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS 

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act enable our stockholders to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion & Analysis section and the accompanying compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of our executive compensation program philosophy, design, and linkage to stockholder interests. We emphasize pay for performance and market-based compensation are important elements of the Company’s compensation philosophy.

In accordance with the results of the non-binding, advisory vote on the frequency of our non-binding, advisory vote on executive compensation at our Annual Meeting of Stockholders held on May 26, 2022, our Board determined to implement an annual Say-on-Pay vote.

The Board of Directors encourages the Company’s stockholders to approve the following resolution (the “Executive Compensation Resolution”):

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, included in this Proxy Statement is hereby APPROVED.”

The Sustainability Committee, which administers our executive compensation program, values the opinions expressed by our stockholders in these advisory non-binding votes and will consider the outcome of these votes in making its decisions on future named executive officer compensation, along with other relevant factors. The next such Say-on-Pay Vote is expected to be held at the Company’s 2025 Annual Meeting of Stockholders.

Vote Required

This proposal requires the advisory non-binding vote of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE EXECUTIVE COMPENSATION RESOLUTION.

 

PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for 2024.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG LLP are expected to attend the Annual Meeting. The representatives will also have the opportunity to make a statement if they desire to do so, and the representatives are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of KPMG LLP unless you specify otherwise.

AUDIT AND NON-AUDIT FEES

The following table presents fees billed for professional audit services and other services rendered to Bentley Systems by KPMG LLP and its affiliates for the fiscal years ended December 31, 2023 and 2022.

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Includes the aggregate fees paid or payable for each of the last two fiscal years for professional services rendered to us and our subsidiaries for the audits of our annual financial statements, audits of our internal control over financial reporting (as required by Section 404 of the Sarbanes-Oxley Act of 2002), reviews of our quarterly financial statements and audit services provided in connection with other statutory, regulatory or contractual requirements.

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(2)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning. Fees for 2023 and 2022 relate primarily to pre-approved consulting services for certain research and development tax credits claimed by the Company. Additionally, fees for 2023 include ad-hoc consulting services related to the tax impacts of internal restructuring, and transfer pricing arrangements.

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The Audit Committee considered whether providing services shown in this table (other than services for the audit of the Company’s annual financial statements and the reviews of financial statements) was compatible with maintaining KPMG LLP’s independence and concluded that it was.

 

PRE-APPROVAL POLICY FOR SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with SEC rules regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by its independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit Committee has delegated to its chairperson the authority to review and pre-approve any such services in between the Audit Committee’s regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

 

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters — Board Committees and Meetings — Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written communications from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Brian F. Hughes, Chairperson
Kirk B. Griswold
Janet B. Haugen

 

COMPENSATION DISCUSSION & ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and objectives as well as a description of the material components of our executive compensation program for our Named Executive Officers (“NEOs”) listed below.

For fiscal 2023, our NEOs were as follows:

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(1)

Werner Andre served as our Chief Accounting Officer from 2020 until March 2024.

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EXECUTIVE SUMMARY

Our Fiscal 2023 Performance Highlights

At our essence, we are a company of engineers for engineers. Our mission is to help people design, build, and operate better and more resilient infrastructure. Infrastructure is what makes life possible. Roads, bridges, rail, airports, and seaports are the infrastructure of moving people and goods. For Bentley Systems, the year was notable for the achievement of the following operating performance goals:

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total revenues exceeding $1.2 billion;

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realizing a trailing twelve-month annualized recurring revenue (“ARR”) growth rate of 12.5% on a constant currency basis; and

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sustaining our established commitment to significant annual improvement in operating margins, as evidenced in part by our Adjusted OI w/SBC margin of 26.4% for 2023 as compared to 24.9% for 2022.

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The Board and the Sustainability Committee believe that the leadership provided by our management team was key to the execution reflected in 2023’s strong performance.

How We Pay for Performance: 2023 Compensation Highlights

We seek to attract, motivate and retain a highly skilled management team with the leadership skills that will allow us to succeed in a competitive industry and achieve both annual and long-term business objectives. We embrace a compensation philosophy of offering our executives a competitive compensation and benefits package. Our Sustainability Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward and incentivize executives for focusing on and achieving specific financial and strategic objectives that the Board believes are central to delivering long-term stockholder value.

Our executive compensation program is based on the following principles:

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Total direct compensation is targeted to be competitive with peer companies and market practices, in consideration of each executive officer’s scope of responsibility; and

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A substantial portion of compensation of the executive officers is at-risk and is highly dependent on annual financial and operational performance that aligns with our stockholders’ interests and supports sustainable growth; and

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Responsible and thoughtful use of equity as demonstrated by our decision to include stock-based compensation expense when calculating adjusted operating income margin for our performance-vested equity program (see below for further discussion) and the close monitoring of our annual share usage and overall dilution.

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Based on our performance and consistent with the design of our program, below are key highlights of the executive compensation decisions the Sustainability Committee made for fiscal year 2023:

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Bonus Pool Plan (CEO Only). Gregory S. Bentley, our Chairperson, Chief Executive Officer and President participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from decades prior to our initial public offering (“IPO”) and was established to compensate a limited set of executives with substantial holdings of Company stock. With respect to fiscal year 2023 and driven by our adjusted internal Management Report Operating Income (“MROI”), Gregory S. Bentley was allocated a 36.4% (12/33) interest from the bonus pool. Please see “2023 Executive Compensation Details — Bonus Pool Plan” in this CD&A for details. Gregory S. Bentley does not receive other short-term or long-term equity incentives.

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Long-term Equity Incentives. In fiscal year 2023, we granted our NEOs other than Gregory S. Bentley, a mix of 50% time-vesting restricted stock units (“RSUs”) and 50% performance-vesting RSUs (“PSUs”). After meeting the pre-determined Adjusted Operating Income with stock-based compensation (“Adjusted OI w/SBC”) margin target performance level of 26% required for any PSUs to be earned and based on our New Business results (as discussed further below), the participating NEOs earned 100.73% of their target PSUs for the 2023 Performance Period. Please see “2023 Executive Compensation Details — Equity Incentives” in this CD&A for details.

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Short-term Incentives. Our NEOs other than Gregory S. Bentley each have an opportunity to earn a cash-based short-term incentive based on individual and/or corporate achievements. Based on their performance for 2023, short-term incentive payouts were largely in-line with the target award opportunities. Please see "2023 Executive Compensation Details — Short-term Cash Incentives" in this CD&A for details.

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Advisory “Say-on-Pay” Vote

In 2023, our stockholders had their first opportunity to cast a non-binding advisory vote (“Say-on-Pay”) to approve our executive compensation at the Annual Meeting, which yielded approximately 96% support for our program. In addition to stockholder feedback we receive through our ongoing stockholder engagement efforts, we will continue to consider our Say-on-Pay results when making decisions about our executive compensation program. Based in part on the strong support reflected in the results of our most recent Say-on-Pay vote, the Sustainability Committee concluded that our executive compensation program is performing as intended and determined not to make changes to the core structure of the Company’s executive compensation program in fiscal 2023.

 

Our Compensation Practices

In overseeing our pay structure, our Sustainability Committee regularly reviews best practices in executive compensation and uses the following guidelines to encourage actions that are in the long-term interests of our stockholders and the Company alike. These include:

WHAT GUIDES OUR PROGRAM

Compensation Philosophy and Objectives

Bentley Systems’ compensation philosophy is to employ market-competitive compensation programs and relevant total rewards offerings which will attract and retain talented, dynamic leaders who will further the Company’s mission of providing innovative software to advance the world’s infrastructure — sustaining both global economies and environment. As a controlled, founder-led company we are motivated to utilize compensation structures which lead to long-term appreciation of our common stock as well as other key drivers of Company performance, assuring that our executive compensation program is closely aligned with our overall business strategy, culture and values.

Our executive compensation program aims to achieve the following main objectives:

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attract, retain and reward top talent;

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provide incentives that motivate and reward achievement of our key performance goals to increase long-term stockholder value; and

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adapt a market-based compensation structure to reflect our founder-led culture and values.

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Significantly, our performance-based equity incentives for executives require annual achievement of measured and consistent operating profitability improvement to effectuate the Company’s commitment to constantly improving our overall efficiency. The inclusion of stock-based compensation expense within our adjusted operating income margin calculation further supports our all-encompassing view of operational efficiency by ensuring our executives are held accountable for all compensation decisions (not just cash-based decisions). Both the margin metric and its definition do not otherwise incent the inappropriate prioritization of short-term profitability, which could impair the potential and pace of long-term growth by circumscribing desirable investments. Rather, subject to simply meeting (but not necessarily exceeding) the institutionalized (but incrementally reasonable) annual margin improvement threshold, our management is purposefully and continuously incented to maximize our long-term growth rate. Accordingly, even though

 

these incentives are awarded annually (rather than each requiring multiple years to be earned), this philosophical design of the plan intentionally minimizes concerns about short-term bias.

Primary Elements of Compensation

Our compensation philosophy is supported by the following primary compensation elements:

Compensation Determination Process

Role of Sustainability Committee. Our Sustainability Committee is responsible for oversight of executive compensation, talent development, leadership succession and ESG matters. With regards to executive compensation, the Sustainability Committee is responsible for reviewing our executive compensation philosophy and objectives, approving the structure, components and other elements of executive compensation, and reviewing and approving the compensation of our NEOs. The Sustainability Committee oversees the executive compensation program to accomplish its articulated compensation objectives in line with the compensation philosophy described above.

 

The Sustainability Committee recognizes its responsibility to maintain a competitive executive compensation program that will support the Company’s ability to attract, motivate and retain top talent while at the same time aligning the financial interests of the executives with those of stockholders. Pay for performance and market-based compensation are important elements of the Company’s compensation philosophy.

Role of CEO. The Sustainability Committee assesses all components of the total direct compensation, including base salary and potential variable compensation, that the NEOs will be eligible to earn on an annual basis. As part of this process, our CEO makes recommendations to the committee for the NEOs, other than for himself. Such recommendations take into consideration factors such as internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, and personal performance and contributions. When the Sustainability Committee evaluates the performance of the CEO and approves his annual salary, bonus, and incentives, subject to the Bonus Pool Plan, the CEO is not present.

Role of Independent Compensation Consultant. In determining executive compensation for 2023, the Sustainability Committee retained the assistance of Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”) (formerly known as Radford), as its independent outside compensation consultant. In 2023, Aon assisted the Sustainability Committee with, among other things:

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executive and director market pay analysis;

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reviewing and modifying the compensation peer group;

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reviewing and modifying executive and director pay programs; and

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drafting certain proxy statement disclosures, including the Compensation, Discussion & Analysis section.

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The Sustainability Committee has sole authority to engage and terminate Aon’s services, as well as to approve their compensation. In its role, Aon makes recommendations to the Sustainability Committee but has no authority to make compensation decisions on behalf of the Sustainability Committee. Aon had direct access to the Chairperson and the other members of the Sustainability Committee during 2023. Beyond advice related to the executive and director compensation programs, Aon did not provide other services to us in 2023.

The Sustainability Committee annually evaluates the compensation consultant’s independence and performance under the applicable Nasdaq listing standards. The Sustainability Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities, which helps to further the Company’s objectives to recruit and retain qualified executives, align executive interests with those of stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals.

The Sustainability Committee conducted a specific review of its relationship with Aon in 2023 and determined that Aon’s work for the Sustainability Committee did not raise any conflicts of interest. Aon’s work conformed to the independence factors and guidance provided by the SEC and Nasdaq.

Use of Market Data and Peer Group Analysis

When considering executive compensation decisions, the Sustainability Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the applications software industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each executive’s specific expertise and experience.

With the assistance and recommendations of Aon, in March 2023, the Sustainability Committee developed a peer group of reference companies to provide a broad perspective on competitive pay levels and practices and to use when setting 2023 compensation levels. The 2023 peer group is similar to the peer group used for 2022, although we removed three companies that were acquired subsequent to 2022 peer group selection and are thus no longer publicly-traded (Anaplan, Nuance

 

Communications and Zendesk). In addition, we added three companies that reflect the general criteria listed below (DocuSign, Okta and Twilio).

When selecting appropriate peers, the general criteria used were:

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industry — publicly traded companies in the application/systems software industry;

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revenues — between $300 million and $2.7 billion (approximately 0.3x to 3.0x of Bentley Systems’ then projected annual revenues);

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market capitalization — between $4.9 billion and $43.7 billion (approximately 0.3x to 3.0x of Bentley Systems’ then current market value); and

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headcount — 1,350 to 12,300 employees (approximately 0.3x to 3.0x of Bentley Systems’ headcount).

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For purposes of setting compensation levels for fiscal year 2023, the following 19 public companies were selected as our peer group:

In reviewing our executive officer compensation, including for our NEOs, the Sustainability Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. The committee uses our compensation peer group as one data source among many when setting executive pay packages. Although useful as a reference, the Sustainability Committee does not target a percentile within this peer group as a specific objective. Instead, our compensation decisions are based on the consideration of many factors, including, but not limited to, individual and Company performance, scope of job, market data, internal equity, experience, and strategic needs. As a result of evaluating compensation based on the criteria described above, total target compensation for our NEOs may, in certain circumstances, be above or below the median levels of our peer group.

2023 EXECUTIVE COMPENSATION DETAILS

Base Salary

Base salary is the primary fixed component of our executive officers’ compensation and helps to attract and retain our talented executives. With the exception of Gregory S. Bentley who participates in our Bonus Pool Plan (and whose base salary has been fixed indefinitely), when setting annual base salaries for our NEOs, the Sustainability Committee’s considerations include, but are not limited to:

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each executive officer’s position and specific responsibilities;

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recent individual performance;

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level and breadth of experience;

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achievement of corporate and strategic goals;

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a review of competitive pay levels at comparable positions at peer companies; and

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retention considerations.

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The Sustainability Committee does not apply any specific formulas to determine increases in base salaries for our executive officers, but instead makes an evaluation of these considerations. In setting base salaries for our executive officers (other than the CEO), the Sustainability Committee also considers the recommendations of the CEO and the CEO’s evaluation of each executive’s respective performance.

Annual base salaries for our NEOs were as follows as of December 31, 2023 and, if the individual was also an NEO in 2022, as of December 31, 2022. Brock Ballard and Michael M. Campbell were not NEOs in 2022 and therefore only their base salaries for 2023 are presented below. Mr. Andre’s base salary was increased in 2023, in part, in recognition of his performance in 2022.

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(1)

Nicholas H. Cumins’ salary and, where applicable, other cash compensation is denominated and paid in Euros and has been converted from Euros to U.S. Dollars (“USD”). For 2022 information, his compensation was converted from EUR to USD using an exchange rate of 1.111 USD to 1.00 EUR, the exchange rate in effect on March 17, 2022, the date on which his 2022 compensation was determined by the Sustainability Committee. For 2023 information, his compensation was converted from EUR to USD using an exchange rate of 1.0731 USD to 1.00 EUR, the exchange rate in effect on March 13, 2023, the date on which his 2023 compensation was determined by the Sustainability Committee.

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(2)

The change in Nicholas H. Cumins’ base salary is attributable to rounding and exchange rate differences from 2022 to 2023. See Footnote 1, above. Nicholas H. Cumins base salary in local currency remained the same during 2023 as compared to 2022.

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Bonus Pool Plan (CEO only)

As described above in this CD&A under the section “Primary Elements of Compensation,” Gregory S. Bentley, our Chairperson, Chief Executive Officer and President, participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from decades prior to our IPO and was established to compensate a limited set of executives with substantial holdings of Company stock. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for Gregory S. Bentley as a significant Company stockholder.

Under the Bonus Pool Plan, participants are eligible to receive incentive bonuses based on our Management Report Operating Income, or adjusted operating income, as determined by our internal management accounts (“MROI”). The Bonus Pool Plan may be funded with up to an aggregate of 20% of our adjusted MROI (as adjusted for accounting anomalies and other items identified as non-GAAP charges), minus (a) the value of certain incentive compensation paid to or reserved for senior management members and others employees who do not participate in the Bonus Pool Plan; (b) allowed charitable contributions recommended by the plan participants; and (c) any other amount recommended by a majority of participants, subject to approval by our non-employee directors. Payments are determined and made quarterly to plan participants based on each such participant’s allocated interest in the bonus pool. With respect to fiscal year 2023, Gregory S. Bentley was allocated a 36.4% (12/33) interest.

A participant may elect to defer any portion, or all, of such participant’s incentive bonus payable into the Non-qualified Deferred Compensation Plan (“DCP”). In 2023, Gregory S. Bentley did not elect to defer any of his Bonus Pool Plan compensation into the DCP.

Participants also have the ability to elect to receive any portion, or all, of such participant’s non-deferred incentive bonus in cash or in shares of fully vested Class B common stock, issued under our 2020 Omnibus Incentive Plan (the “2020 Plan”). Such election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid. Notwithstanding

 

participants’ elections to receive shares of fully vested Class B common stock in respect of their non-deferred incentive bonus payments, if, in any calendar quarter, the aggregate dollar value of shares of fully vested Class B common stock payable in respect of the non-deferred incentive bonuses exceeds $7.5 million, the portion of each participant’s non-deferred incentive bonus payable in shares of fully vested Class B common stock will be reduced pro rata such that the $7.5 million limit is not exceeded, and, for each affected participant, the amount of such reduction will be payable in cash. For fiscal year 2023, Gregory S. Bentley elected to receive 75% of his Bonus Pool Plan compensation in the form of stock.

Short-term Cash Incentives

Our NEOs other than Gregory S. Bentley (our “Non-PEO NEOs”) each have an opportunity to earn a cash-based short-term incentive based on individual and/or corporate achievements. Quarterly goal achievement is assessed for each executive.

Each Non-PEO NEO’s short-term incentive in fiscal year 2023 was based on his determined achievement versus certain management-by-objectives (“MBO”) goals, other than Brock Ballard, for whom two-thirds of his short-term incentive compensation was based upon the attainment of certain New Business growth targets, while one-third of such compensation was determined by his achievement of MBO goals. Our New Business target performance metric is discussed below under “— Equity Incentives — Performance RSUs”. All of these goals and targets, as applicable, are pre-set at the beginning of the year and contain a mix of objective and subjective goals. We have elected not to disclose these goals as they are sensitive in nature and doing so could be competitively harmful because this could provide competitors with, among other things, insights into our business strategy, margin details and capabilities. We typically set target performance at levels that are reasonably difficult to achieve relative to historical trends and future expectations at the time the levels are set. For fiscal year 2023, our Non-PEO NEOs achieved the following payouts relative to their applicable on-target incentive cash compensation:

Equity Incentives

Equity compensation is a key component of our executive compensation program. Our equity incentive plans are designed to align the long-term interests of participants with the creation of long-term value for our stockholders as well as support our talent retention objectives.

The Sustainability Committee determines the size of equity grants according to each executive officer’s position, responsibilities and individual performance, among other factors. To help with this process, the Sustainability Committee references peer group and industry data and practices provided by Aon. The Sustainability Committee has the discretion to give relative weight to any of these factors as it determines an appropriate size of equity grants.

In fiscal year 2023, we granted our executives who do not participate in the Bonus Pool Plan both time-vesting restricted stock units (“RSUs”) and performance-vesting RSUs (“PSUs”). This decision was based, in part, on market analysis as an appropriate mix for our equity program.

 

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(1)

In addition to an annual RSU grant, includes a grant of 27,056 time-vesting RSUs granted in connection with Brock Ballard’s promotion to Chief Revenue Officer in January of 2023. These RSUs vest in one-quarter increments on each of January 1, 2024, 2025, 2026 and 2027.

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Time-vesting RSUs. These annual RSU grants vest over four years in annual installments, beginning with the first anniversary of the date of grant. In 2023, in addition to his annual RSU grant, Brock Ballard received a grant of 27,056 time-vesting RSUs in connection with his promotion to Chief Revenue Officer, which vest in equal one-quarter increments on January 1, 2024, 2025, 2026 and 2027.

Performance-vesting PSUs. Performance-vesting PSUs granted in 2023 vest based on the following targets and criteria:

Performance-vesting PSUs have a one-year performance period (the “Performance Period”) and are designed and administered in an effort to align our external reporting with executive incentives. All awarded PSUs are subject to a cliff, whereby no vesting will occur unless the Company’s Adjusted Operating Income with stock-based compensation (“Adjusted OI w/SBC”) margin metric equals or exceeds the established target level. Provided such margin target is met, the total number of PSUs that will vest is based on a measurement of New Business during the Performance Period against a New Business target for the Performance Period. Maximum vesting for the PSUs in 2023 was capped at 125% of the award initially granted.

For the purposes of the PSUs described above:

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Adjusted OI w/SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.

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Adjusted OI w/ SBC margin is calculated by dividing Adjusted OI w/SBC by total revenues for the relevant period.

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The 2023 Adjusted OI w/ SBC margin target for 2023 was 26%, and the Company achieved a 26.4% Adjusted OI w/ SBC margin.

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Annual New Business targets are weighted measures of the growth of recurring subscriptions, sales of licenses as booked and billed, and recognized revenues for services delivered. New Business targets exclude certain acquired revenues and control for the impacts of Company price increases and currency exchange fluctuations.

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The Sustainability Committee approved New Business goals with the objectives of accelerating top line revenue performance and growing our recurring business. New Business growth correlates with ARR and GAAP revenue growth as a leading indicator. The main elements comprising New Business are the growth over the prior year of the annualized contract value of annual recurring subscriptions, amounts booked and billed for license sales, amounts paid for monthly subscriptions and recognized revenues for project services and training. New Business targets exclude certain acquired revenues and control for the impacts of Company price increases and currency exchange fluctuations.

While objective goals have been set, we believe that detailed goals within each of these categories are sensitive information and full disclosure of all the specifics would be competitively harmful. We typically set target performance at levels that are reasonably difficult to achieve relative to historical trends and future expectations at the time the levels are set. Furthermore, we believe that the balance

 

of having Adjusted OI w/ SBC margin as a threshold metric and New Business growth as our core metric ensures that executives are focused on our mission of sustainable growth.

Based upon the performance goals set for fiscal year 2023, the Sustainability Committee determined in January of 2024 that the PSUs granted to each of the Non-PEO NEOs vested at 100.73% of the established target level

ADDITIONAL COMPENSATION PRACTICES AND POLICIES

Stock Ownership Guidelines

We believe that executive compensation will be better aligned with the creation of long-term value for our stockholders if our executive officers maintain a meaningful investment in our shares. In this regard, our Board of Directors adopted, effective as of December 1, 2021, share ownership guidelines affecting our executive officers.

Each executive officer has three years to achieve the ownership requirement from the later of the effective date of the guidelines, his or her hiring date, or the date of designation as an executive officer. Our executive officers may satisfy the guidelines with shares owned directly or indirectly in a trust or by a spouse and/or minor children and with vested stock options or phantom shares held in the DCP. In the case of vested stock options, the aggregate exercise price required to be paid for such shares is deducted in determining the aggregate value of the shares represented by such awards. As of the Record Date, all named executive officers met the stock ownership guidelines applicable to them.

Employment Agreements

We do not have employment agreements with any of our named executive officers, other than Nicholas H. Cumins who has executed the Company’s standard form of employment agreement with our French subsidiary. Nicholas H. Cumins was, until August of 2023, employed by our German subsidiary. Each of our executive officers, including the NEOs, has executed customary intellectual property assignment agreements for our benefit. Pursuant to those agreements, each of our executive officers has confirmed his or her understanding and agreement that any and all intellectual property and trade secrets (i) related to our business and (ii) contained in our products or systems that such executive has created, developed or otherwise produced or caused to be produced or delivered to us, or will so do in the future, is our property or will be assigned to us. Each executive officer has also agreed to take all further acts that may be necessary to transfer, perfect, and defend our ownership of such property.

None of our executives, including our NEOs, is party to any individual contract that entitles him to any individualized severance, golden parachute or similar payments upon a change in control of the Company.

Executive Benefits

All of our full-time colleagues, including our NEOs, are eligible to participate in our comprehensive suite of benefit plans such as, in the U.S., medical, dental and vision insurance, paid parental leave, a 401(k) plan, life and disability insurance, health savings accounts, access to employee assistance plans and telehealth options, an employee stock purchase plan, and more.

 

In addition, each of our NEOs receives the following benefits:

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reimbursement for health and fitness memberships and programs and/or supplemental life and/or disability insurance in an aggregate amount of up to $12,500 per year. For Gregory S. Bentley, Werner Andre and Nicholas H. Cumins, this reimbursement also extends to certain legal, financial, and tax counseling services. In 2023, Michael M. Campbell also received a cell phone allowance;

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reimbursement of certain costs of the executive’s spouse and dependent children to accompany the executive on qualifying business trips in an amount of up to $25,000 per year;

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an annual vehicle allowance of  $15,000; and

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charitable matching contributions in an amount of up to $12,500 per year.

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We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

Profit Sharing/401(k) Plan

We sponsor a defined contribution plan intended to qualify for favorable tax treatment under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), containing a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. The plan provides for employer matching or Company-made contributions on behalf of participants. Employer matching and Company-made contributions become 25% vested after one year of service and continue vesting thereafter at 25% per year until they are 100% vested following four years of service. Up to 100% of Company-made contributions may be invested in shares of our Class B common stock. For fiscal year 2023, each of our NEOs, except Nicholas H. Cumins, received only employer 401(k) matching contributions in the following amounts: $9,900 for Gregory S. Bentley; $9,743 for Werner Andre; $7,664 for Brock Ballard; and $9,900 for Michael M. Campbell. Nicholas H. Cumins is based in France and is not eligible to participate in the 401(k) plan. However, in fiscal year 2023 we made Company contributions of $20,185 pursuant to statutory pension plans applicable to employees of our German and French subsidiaries (Nicholas H. Cumins having transferred his employment from Germany to France in August 2023).

Nonqualified Deferred Compensation Plan

We sponsor the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), which was amended and restated effective September 22, 2020, under which key colleagues, including Gregory S. Bentley, may defer all or any part of their incentive compensation, and we may make discretionary awards on behalf of such participants. Other than Gregory S. Bentley, none of our NEOs is a DCP participant. Elective participant deferrals and discretionary Company awards are denominated in phantom shares of our Class B common stock. Several years prior to our IPO, we made the decision to discontinue Company awards indefinitely. Accordingly, we made no discretionary Company awards to the DCP in fiscal year 2023.

For fiscal year 2023, Gregory S. Bentley did not elect to defer any of his incentive compensation into the DCP. As of December 31, 2023, Gregory S. Bentley held 2,356,633 phantom shares our Class B common stock within the DCP.

Other Cash Incentives

From time to time, colleagues, including our NEOs, may receive discretionary cash bonuses in recognition of exceptional service to the Company. In addition, colleagues, including our NEOs, receive nominal cash bonuses in recognition of milestone employment anniversaries with the Company. No such awards were made to any of the NEOs in 2023.

Incentive Clawback Policy

In August of 2023, our Sustainability Committee approved the adoption of our Incentive Clawback Policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq

 

rules that became effective December 1, 2023. The policy provides for the recovery of certain incentive-based compensation in the event we are required to restate our financial statements, and applies to all of our executive officers, not just our NEOs.

Accounting and Tax Considerations

The Company accounts for equity-based compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“Topic 718”), which requires the Company to value and record an expense over the service period of the award. Thus, the Company may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense when earned.

The Sustainability Committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. While the Sustainability Committee considers the deductibility of awards as one factor in determining executive compensation, the Sustainability Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, the Sustainability Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

Compensation Risk Assessment

We believe that our compensation program balances risk and potential reward in a manner that is appropriate to our Company’s circumstances and in the best interests of our long-term stockholders. Our Sustainability Committee has reviewed the compensation program with regards to compensation-related risk and concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

 

SUSTAINABILITY COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Sustainability Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussions, the Sustainability Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

This report is respectfully submitted by the members of the Sustainability Committee of the Company’s Board of Directors.

Janet B. Haugen, Chairperson
Kirk B. Griswold
Brian F. Hughes

 

EXECUTIVE AND DIRECTOR COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes compensation for the fiscal years ended December 31, 2023, 2022 and 2021 earned by our principal executive officer, principal financial officer and our three other most highly-compensated executive officers. These individuals are referred to as our named executive officers. Werner Andre became our principal financial officer in 2022 and served as our Chief Accounting Officer from 2020 until March 2024. Nicholas H. Cumins became a named executive officer in 2021, and each of Brock Ballard and Michael M. Campbell became named executive officers in 2023.

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(1)

Amounts reflect the actual base salary earned by each named executive officer in each fiscal year.

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(2)

Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 15, Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts set forth above for Gregory S. Bentley represent the issuance of fully-vested shares of Class B common stock issued in settlement of amounts payable under the Bonus Pool Plan. The amounts set forth above for the other named executive officers in fiscal year 2023 represent the aggregate grant date fair value for time-based and performance-based restricted stock units granted in fiscal year 2023, assuming 100% vesting of all performance-based restricted stock unit awards. All such awards are granted pursuant to the Company’s 2020 Plan. See the section titled “2023 Executive Compensation Details — Bonus Pool Plan (CEO only)”, and “2023 Executive Compensation Details — Equity Incentives”, above in CD&A. Assuming the highest level of performance is achieved, which would result in the vesting of 125% of the applicable award, the dollar value of such maximum vesting as of the grant date was: for Werner Andre, $725,712; for Brock Ballard, $534,712; for Michael M. Campbell, $786,816; and for Nicholas H. Cumins, $947,069.

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(3)

For Gregory S. Bentley, amounts reflect cash earned pursuant to the Bentley Systems, Incorporated Bonus Pool Plan. Please see “2023 Executive Compensation Details  — Bonus Pool Plan (CEO only), above in CD&A. For the other named executive officers, amounts reflect short-term incentive cash bonuses paid to each such named executive officer as described in “2023 Executive Compensation Details — Short-term Cash Incentives” above in this CD&A.

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(4)

The following table describes the elements of compensation included in “All Other Compensation” for fiscal year 2023. Please also refer to the section titled “Additional Compensation Practices — Executive Benefits” above in CD&A.

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All Other Compensation:

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Represents matching contributions to the Company’s 401(k) plan, other than with respect to Nicholas H. Cumins. For Nicholas H. Cumins, the amounts represent Company contributions to German and French statutory pension plans. Please see the section entitled “Additional Compensation Practices and Polices — Profit Sharing/401(k) Plan,” above in CD&A.

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(b)

Represents all vehicle, health club and cell phone allowances paid, and all applicable legal, financial, and tax counseling services rendered to, the applicable executive.

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(c)

Represents cash dividends paid on unvested restricted stock awards and units. Pursuant to the terms of the award agreements governing time-based restricted stock awards and performance-based restricted stock units under our 2020 Plan, such awards and units attract cash dividends as and when paid. Dividends paid upon time-based restricted stock awards accrue and are released to awardees upon vesting. Dividends paid upon performance-based restricted stock units are released to awardees immediately.

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(5)

Certain components of Nicholas H. Cumins’ compensation are denominated and paid in Euros and for 2023 have been converted from Euros to USD using an exchange rate of 1.073 USD to 1.00 EUR, the exchange rate in effect on March 13, 2023, the date on which his 2023 compensation was determined by the Sustainability Committee.

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GRANTS OF PLAN-BASED AWARDS IN 2023

The following table shows for the fiscal year ended December 31, 2023 information regarding grants of plan-based awards to our NEOs. For Gregory S. Bentley, the Non-Equity Incentive Plan Awards represent the cash awards payable under the Bonus Pool Plan, and the stock awards represent stock compensation payable under the Bonus Pool Plan. For all other NEOs, the Non-Equity Incentive Plan Awards represent on-target cash incentive amounts for 2023. The RSU and PSU awards set forth in the table below were awarded under the 2020 Plan.

 

(1)

Amounts payable under the Bonus Pool Plan are earned by each participant at each quarter end, at which time the Company becomes obligated to pay the amounts owed to participants in accordance with each participant’s fixed fractional interest, subject to the other terms set forth in the Bonus Pool Plan.

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(2)

No threshold, minimum or maximum amounts apply in respect of these awards.

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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

The following table provides information regarding outstanding equity awards held by each NEO as of December 31, 2023. Gregory S. Bentley did not have any unexercised stock options and/or unvested restricted stock awards and/or units as of such date.

The stock options included in this column have a five-year term and vest over four years in equal increments on the grant date anniversary. As of December 31, 2023, Werner Andre was the only NEO with outstanding option awards, all of which were fully vested.

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(2)

Amounts include accrued stock dividend equivalents as applicable. All awards in this column vest in equal increments on the first four anniversaries of the grant date, other than (i) 23,304 RSUs granted to Werner Andre and 77,681 RSUs granted to Nicholas H. Cumins, in each case, on March 17, 2022, which vest 100% on January 31, 2025 and (ii) the first award granted to Michael M. Campbell on September 6, 2022 listed in the table above, which had a first vest date of November 15, 2022 and that subsequently vests in equal parts on each grant date anniversary for three years following the date of grant. Please see the section entitled “2023 Executive Compensation Details — Equity Incentives” in CD&A

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(3)

Computed as of December 29, 2023 by multiplying the number of shares subject to awards by the closing price of the Company’s Class B common stock on December 29, 2023.

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(4)

These amounts represent outstanding unvested performance-based restricted stock units at 100% of their realizable amounts. The performance conditions applicable to the PSUs granted on March 13, 2023 and included in the table above were confirmed to have been met and the awards vested 100.73% in January 2024. Please see the section entitled “2023 Executive Compensation Details — Equity Incentives” in CD&A. The PSUs granted to Werner Andre and Nicholas H. Cumins on March 17, 2022 and included in the table above have a performance period that ends on January 31, 2025 and are described in the Company’s 2022 Proxy Statement.

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OPTION EXERCISES AND STOCK VESTED IN 2023

The following table provides information regarding the stock option exercises and stock vested during the fiscal year ended December 31, 2023. Gregory S. Bentley did not have any outstanding equity awards subject to vesting during 2023.

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The value realized upon exercise represents the difference between the market price per share of our Class B common stock at the time of exercise and the exercise price per share of the stock option multiplied by the number of options exercised.

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(2)

Amounts in this column represent time-based and, with respect to Werner Andre, Michael M. Campbell and Nicholas Cumins, 2022 performance-based restricted stock awards and/or units granted in 2022 that vested or whose vesting was determined (as applicable) in fiscal year 2023. Performance-based restricted stock units vested at 108.64% of the target level for Werner Andre and 111.87% of the target level for each of Michael M. Campbell and Nicholas Cumins.

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(3)

The amounts in this column are the aggregate dollar amounts realized upon vesting, calculated by multiplying the number of shares of stock underlying the awards by the market value of the Company’s Class B common stock at the date(s) of vesting.

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FISCAL YEAR 2023 PENSION BENEFITS

We do not maintain any defined benefit pension plans or arrangements under which our NEOs are entitled to participate in or receive post-retirement benefits. As noted above in the footnote to the “All Other Compensation” column of our Summary Compensation Table, in fiscal year 2023 we made matching contributions under our 401(k) plan and/or statutorily required pension contributions for each NEO.

NONQUALIFIED DEFERRED COMPENSATION

The following table sets forth certain information regarding deferral of compensation into, and distributions from, the DCP in fiscal year 2023 for Gregory S. Bentley. No other NEO is a participant in the DCP.

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Represents the aggregate dollar value of dividends paid on investments held in the DCP during 2023. Cash dividends paid on phantom shares of our Class B common stock held in the DCP were reinvested into additional phantom shares.

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(2)

Gregory S. Bentley’s entire DCP balance is invested in phantom shares within the DCP and distributable in shares of our Class B common stock.

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