BENTLEY SYSTEMS INC

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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 Executive Officers in Determining Compensation. The Sustainability Committee assesses all components of 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 the CEO is not present. As executive compensation for 2024 was determined during the first quarter of 2024, Gregory S. Bentley, as CEO, participated in the above discussions and provided his recommendations. We expect that, going forward, each of Gregory S. Bentley and Nicholas H. Cumins will have an active role in recommending the form and substance of executive compensation, other than for each of themselves, respectively.

Role of Independent Compensation Consultant. In determining executive compensation for 2024, the Sustainability Committee retained the assistance of Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent outside compensation consultant. In 2024, Pearl Meyer 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, including in connection with Nicholas H. Cumins’ promotion to CEO; 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 Pearl Meyer’s services, as well as to approve their compensation. In its role, Pearl Meyer makes recommendations to the Sustainability Committee but has no authority to make compensation decisions on behalf of the Sustainability Committee. Pearl Meyer had direct access to the Chairperson and the other members of the Sustainability Committee during 2024. Beyond advice related to the executive and director compensation programs, Pearl Meyer did not provide other services to us in 2024.