Brian F. Hughes
BENTLEY SYSTEMSAbout Brian F. Hughes
Brian F. Hughes (age 66) is an independent director of Bentley Systems (BSY) since February 2020, serving as Chairperson of the Audit Committee and member of the Sustainability and Nominating Committees. He is designated an “audit committee financial expert” and is independent under Nasdaq rules. Hughes holds a B.S. in Economics and Accounting and an M.B.A., both from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; National Private Markets Group Leader; National Co‑Leader, VC practice; Practice Leader, Technology & VC (Philadelphia) | Partner 2002–2019; Group Leader 2012–2019; Co‑Leader 2009–2019; Practice Leader 2002–2009 | Led national private markets and VC practices; deep audit/financial oversight expertise |
| Arthur Andersen | Partner; prior roles | Partner 1993–2002; joined 1981 | Public company audit leadership experience |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompoSecure, Inc. | Director; Audit Committee Chair; Compensation Committee member | 2021–present | Leads audit oversight; compensation oversight |
| Resolute Holdings Management, Inc. | Director; Audit Committee member | 2025–present | Financial oversight |
| Innovid Corp. | Director; Audit Committee Chair (until acquisition) | 2022–2025 | Led audit oversight until acquisition |
Board Governance
- Independence: Board determined Hughes is independent under Nasdaq Rule 5605(a)(2) .
- Committees and meeting cadence:
- Audit Committee (Chair): 5 meetings in FY2024; all members independent; each designated “financial expert” .
- Sustainability Committee (Member): 11 meetings in FY2024; oversees executive compensation, ESG, director pay recommendations .
- Nominating Committee (Member): 2 meetings in FY2024; oversees director selection and evaluation .
- Board engagement: Board held 8 meetings in FY2024; directors attended the 2024 annual meeting; substantially full attendance across Board/committees and no director attended <75% .
- Lead Independent Director: Janet B. Haugen (since Dec 2021) presides over executive sessions and coordinates independent director activities .
- Controlled company context: Bentley Family controls ~53% of Class B after assumed conversion; despite exemption, BSY maintains fully independent Audit, Sustainability, and Nominating committees .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board annual retainer (cash) | 50,000 | Per director policy |
| Committee chair retainer (cash) | 75,000 | Audit Committee chair |
| Additional non‑standing committee work (cash) | 21,000 | One‑off 2024 fee also paid to Griswold/Haugen/Hughes |
| Total cash fees (reported) | 146,000 | Matches Director Compensation table |
- Election to take stock in lieu of cash retainers was available (except chair retainer), but all directors chose cash in 2024 .
Performance Compensation
| Equity Component (FY2024) | Amount ($) | Structure |
|---|---|---|
| Annual director stock award | 200,000 | Fully vested Class B shares granted on re‑election; no performance metrics |
- No options, PSUs, or performance‑linked director equity are disclosed; equity grants are fixed‑value, fully vested per policy .
Other Directorships & Interlocks
| External Board | Sector Overlap with BSY | Potential Interlock/Conflict |
|---|---|---|
| CompoSecure, Inc. | Low (payment cards) | No customer/supplier overlap disclosed . |
| Resolute Holdings Management, Inc. | Unknown | No BSY transaction disclosed . |
| Innovid Corp. (until 2025) | Low (ad tech) | No BSY transaction disclosed . |
- Related‑party transactions at BSY are reviewed/approved by the Audit Committee under formal procedures; 2022 aircraft cost‑sharing with the Executive Chair was approved and disclosed; no transactions involving Hughes are disclosed .
Expertise & Qualifications
- Audit committee financial expert; extensive public/private company audit, controls, and risk oversight experience .
- Deep private markets and venture capital practice leadership at KPMG; prior Arthur Andersen partner .
- Wharton BS (Economics & Accounting) and MBA credentials .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % Voting Power |
|---|---|---|
| Brian F. Hughes | 29,554 | * (less than 1%) |
- Stock ownership guidelines: Non‑employee directors must own ≥3x Board compensation; compliance window three years; as of the Record Date, all non‑employee directors met guidelines .
- Hedging/pledging: Insider Trading Policy prohibits short‑selling and public derivatives; hedging requires pre‑clearance; no pledging footnote is disclosed for Hughes in the ownership table (pledging noted for other executives) .
Governance Assessment
- Board effectiveness: Hughes chairs a fully independent Audit Committee with 5 meetings, designated “financial expert” members, and robust scope (financial reporting, ICFR, complaint procedures, related‑party review), supporting investor confidence in controls and oversight .
- Compensation alignment: Director pay balanced between fixed cash ($146k) and fully‑vested equity ($200k), with clear policy and Sustainability Committee oversight; directors met ownership guidelines, reinforcing alignment .
- Engagement: Strong meeting cadence across Board and committees; no director below 75% attendance; independent director executive sessions led by the Lead Independent Director .
- Conflicts/related‑party exposure: No transactions involving Hughes disclosed; Audit Committee procedures mitigate conflict risks amid controlled‑company context; notable related‑party aircraft arrangement with Executive Chair was disclosed and cost‑shared per agreement, underscoring the importance of Audit oversight .
- Policy signals: Updated clawback policy for executives; stringent insider trading (anti‑hedging/short‑selling) practices; independent compensation consultant (Pearl Meyer) supports discipline in director/executive pay governance .
RED FLAGS:
- Controlled company structure with family voting control may limit broader independence at the full Board level, though key committees remain fully independent .
- Share pledging is disclosed for certain insiders (e.g., Executive Chair, CFO), which can pose alignment risk; no pledging is disclosed for Hughes .