BENTLEY SYSTEMS INC
For the period ended May 22, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 11, 2025
Contents
Primary Elements of Compensation
world’s infrastructure — sustaining both global economies and environment. 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:
attract, engage and reward top talent;
provide incentives that motivate and reward achievement of our key performance goals to increase long-term stockholder value; and
adapt a market-based compensation structure to reflect our culture and values.
Our performance-based equity incentives for executives are designed to drive sustained improvements in operating profitability, reinforcing the Company’s commitment to continuous efficiency gains. By incorporating stock-based compensation expense into our adjusted operating income margin calculation, we ensure that our executives are accountable for all compensation decisions — not just cash-based ones — reflecting a comprehensive approach to operational efficiency. The margin metric and its definition are structured to prevent an undue focus on short-term profitability at the expense of long-term growth. Rather than restricting necessary investments, the plan incentivizes management to achieve a reasonable, incremental annual margin improvement while maintaining a long-term growth trajectory. Although these incentives are awarded annually, the plan’s design mitigates concerns about short-term bias by aligning compensation with sustainable performance.
Primary Elements of Compensation
Our compensation philosophy is supported by the following primary compensation elements:
| Pay Element | | | How It’s Paid | | | Purpose | |
|---|---|---|---|---|---|---|---|
| Base Salary | | | Cash(Fixed) | | | Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | |
| Short-Term Incentives | | | Cash(Variable) | | | Provide annual incentive opportunities that reward executives based on the achievement of key corporate and individual objectives. | |
| Long-Term Incentives | | | Equity(Variable) | | | Provide incentives to execute on financial and/or strategic goals that drive the creation of stockholder value and support the Company’s retention strategy. | |
| Bonus Pool Plan (Gregory S. Bentley only) | | | Cash and Equity (Variable) | | | Gregory S. Bentley, our Executive Chairperson 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 prior to our IPO and was established to compensate a limited set of executives with substantial holdings of Company stock. As a Bonus Pool Plan participant, Gregory S. Bentley is eligible to receive an allocated interest of a bonus pool, which is derived from calculations of our adjusted MROI. Our Sustainability Committee reviews and approves all calculations informing Bonus Pool Plan payments. Awards earned from the Bonus Pool Plan may be received in cash or fully-vested shares of our Class B common stock at the election of the recipient and, additionally, may be deferred into our Non-qualified Deferred Compensation Plan. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for Gregory S. Bentley as a significant Company stockholder. | |
| | 38 | | | Compensation Discussion & Analysis | |
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