BENTLEY SYSTEMS INC

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Pay Versus Performance

The CD&A section of this Proxy Statement sets forth the financial and other factors considered by the Sustainability Committee when reviewing and setting the compensation of our current and former chief executive officer and other named executive officers for the 2024 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our current and former principal executive officer (“PEO”) and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the re-evaluation of unvested and outstanding equity awards.

(1)

The dollar amounts reported in these columns are the amounts of total compensation reported for Gregory S. Bentley, our Former PEO, and Nicholas H. Cumins, our current PEO, as applicable, for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement.

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(2)

In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Gregory S. Bentley and Nicholas H. Cumins, as applicable, in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Gregory S. Bentley or Nicholas H. Cumins during 2024.

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(a)

For 2024, for Gregory S. Bentley, the amounts added or deducted in calculated stock and option award adjustments include:

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(aa)

For 2024, for Nicholas H. Cumins, the amounts added or deducted in calculated stock and option award adjustments include:

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(3)

The dollar amounts reported in this column represent the average of the total amounts reported for our Non-PEO NEOs for each given year as reported in the “Total” column of the Summary Compensation Table in our proxy statement for the applicable year. Our Non-PEO NEOs were: (i) for 2024, Werner Andre, Brock Ballard, Michael M. Campbell and David R. Shaman; (ii) for 2023, Werner Andre, Brock Ballard, Michael M. Campbell and Nicholas H. Cumins, (iii) for 2022, Werner Andre, Keith A. Bentley, Nicholas H. Cumins and David J. Hollister; (iv) for 2021, Keith A. Bentley, Gus Bergsma, David J. Hollister and Nicholas H. Cumins; and (iv) for 2020, Keith A. Bentley and David J. Hollister.

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(4)

In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the Non-PEO NEOs, the following adjustments were made to the amounts reported in the applicable Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the Non-PEO NEOs as a group during 2024:

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(b)

For 2024, the amounts added or deducted in calculated stock and option award adjustments include:

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(5)

When calculating amounts of “compensation actually paid” for purposes of this table:

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The fair value of each stock option award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 718 using a variation of the Black-Scholes option pricing model and the key input variables (assumptions) of that model as described in Note 15, “Stock-Based Compensation,” to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025. The assumptions used were not materially changed from those described in Note 15 but were updated at each valuation date to reflect the then-current value of each variable.​

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The fair value of time-vesting restricted awards and RSUs was estimated at each valuation date using the market price of the Company’s common stock on the relevant valuation date and includes the value of dividend equivalents accrued from the grant date through the relevant valuation date. The fair value of PSUs was estimated at each valuation date using: (1) the market price of the Company’s common stock on the relevant valuation date; and (2) an adjustment to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period.

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(6)

Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on September 23, 2020 (the date on which the Company’s Class B common stock began trading publicly following the Company’s initial public offering) through and including the end of the fiscal year for each year reported in the table as required by the Rule.

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(7)

Reflects total shareholder return for The Nasdaq US Benchmark Software Index, which is the peer group used for purposes of the performance graph the Company generates pursuant to Item 201(d) of Regulation S-K.

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(8)

For purposes of the Rule, we have identified Adjusted OI w/SBC as our Company-Selected Metric. 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. Although the Company views Adjusted OI w/ SBC to be an important financial performance measure, among others, that the Sustainability Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to Company performance.

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Description of Relationships Between Pay and Performance

Total Shareholder Return

The following chart shows the relationship between: (1) the compensation actually paid (“CAP”) to our Former and Current PEOs and the average CAP to the Non-PEO NEOs; (2) the cumulative total shareholder return (“TSR”) of the Company for 2020 (beginning on its IPO date), 2021, 2022, 2023 and 2024; and (3) the TSR of The Nasdaq US Benchmark Software Index (“NBSI”) during the same period.

Net Income

The following chart shows the relationship between: (1) the CAP to our Former and Current PEOs and the average CAP to the Non-PEO NEOs; and (2) the net income of the Company for the last five fiscal years.

Adjusted OI w/ SBC

The following chart shows the relationship between: (1) the CAP to our Former and Current PEOs and the average CAP to the Non-PEO NEOs; and (2) Adjusted OI w/SBC for the last five fiscal years.

Tabular List of Financial Performance Measures

For purposes of the Rule, we have identified the following performance measures, which the Sustainability Committee considered, among others, when making executive compensation decisions for performance year 2024, in response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K.

As noted above, however, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial or non-financial performance measure specifically to link executive compensation “actually paid” to Company performance.