Barry J. Bentley

About Barry J. Bentley

Barry J. Bentley, Ph.D., age 68, is a co‑founder of Bentley Systems and has served as a director since 1984; he was an executive officer from 1984 through 2019 and previously chaired the Board from September 1984 to June 1996 . He holds a B.S. in Chemical Engineering (University of Delaware) and an M.S. and Ph.D. in Chemical Engineering (California Institute of Technology) . He is part of the Bentley family control group; the Board has determined that only Griswold, Haugen, and Hughes are independent directors, not Barry J. Bentley .

Past Roles

External Roles

No current public company directorships disclosed for Barry J. Bentley in the proxy biography .

Board Governance

• Independence status: Not classified as independent; only Griswold, Haugen, Hughes are independent under Nasdaq rules .
• Committee assignments: Audit, Sustainability, and Nominating Committees are composed entirely of independent directors (Griswold, Haugen, Hughes); Barry is not listed as a member or chair of any committee .
• Lead Independent Director: Janet B. Haugen (since Dec 31, 2021); presides over executive sessions and coordinates independent director activities .
• Attendance and engagement: Board held 8 meetings in FY2024; substantially all meetings had full attendance by applicable members, and no individual director attended less than 75%; all directors at the time attended the 2024 Annual Meeting .
• Controlled company: Bentley Systems is a “controlled company”; the Bentley family beneficially owned ~53% of Class B as of March 31, 2025 (after Class A conversion), and the control group can nominate a single slate and coordinate voting via a Stockholders Agreement .

Fixed Compensation (Director)

Policy reference for independent non‑employee directors (for context): annual Board retainer $50,000; annual committee retainer $50,000 (or $75,000 if chair); initial and annual stock awards only if the director has never been a company employee; election to take cash or restricted stock available (FY2024: all non‑employee directors chose cash) .

Performance Compensation

No performance‑based director compensation (no PSUs/options) disclosed for Barry J. Bentley; director pay is retainer‑based, and FY2024 equity was not elected .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep software and engineering expertise: co‑originator of MicroStation; decades of product and technology involvement at Bentley .
• Advanced technical education: Ph.D. in Chemical Engineering (Caltech) .
• Founder‑level governance experience: prior Chairperson tenure, extensive institutional knowledge .

Equity Ownership

Context:

• Bentley family control group beneficial ownership (post hypothetical conversion of Class A): ~53% of Class B as of March 31, 2025; Family can coordinate nominations and voting via Stockholders Agreement .
• Directors’ and executives’ aggregate beneficial ownership: 10,263,492 Class A (89.0% of Class A) and 51,969,788 Class B (17.8% of Class B); combined voting power 55.9% .

Ownership alignment and guidelines:

• Non‑executive directors are expected to own ≥3× annual Board compensation; as of the Record Date, all non‑employee directors met applicable stock ownership guidelines .

Governance Assessment

• Independence and committee effectiveness: Barry is not independent and does not serve on any Board committees; core oversight functions (Audit, Sustainability/compensation, Nominating) are reserved to independent directors, which mitigates (but does not eliminate) control‑group influence over governance processes .
• Controlled company and voting alignment: The Bentley family’s coordinated voting rights and Stockholders Agreement constitute a structural conflict risk for minority investors; the agreement enables a single slate nomination and aligned votes on all other matters, raising entrenchment and related‑party influence concerns .
• Attendance/engagement: No director attended less than 75% of meetings; directors attended the 2024 Annual Meeting, supporting baseline engagement expectations .
• Director compensation alignment: Barry received only a cash Board retainer with no equity award in 2024, consistent with policy and his status as a former employee; while family ownership creates strong skin‑in‑the‑game, the lack of annual director equity may modestly reduce direct annual pay alignment versus independent peers who sometimes elect equity retainers .
• Red flags:
  • Controlled company status and Stockholders Agreement centralize board slate control and coordinated voting (entrenchment risk) .
  • Non‑independent family directors not participating in key oversight committees could limit their direct accountability within formal governance processes, even as independents hold those roles .
  • Concentrated voting power: Barry’s personal voting power (17.4%) and combined family influence can outweigh minority investors on contested matters .

Implications for investors: Governance comfort relies heavily on the independence and rigor of Audit, Sustainability (compensation), and Nominating Committees; monitoring independent committee disclosures, related‑party transactions approvals, and board refreshment efforts (notably Nominating Committee search work in 2025) is critical to assess balance against control‑group influence .