David R. Shaman
BENTLEY SYSTEMSAbout David R. Shaman
David R. Shaman, age 59, is Chief Legal Officer and Secretary of Bentley Systems (BSY). He joined Bentley in 1998, served as Deputy General Counsel from 2006–2015, and has led the legal team since 2015; his remit spans legal, regulatory compliance, corporate philanthropy, government relations, and license compliance. He holds a B.A. in Mathematics (University of Pennsylvania), J.D. (Harvard Law School), and a Diploma in Mathematical Statistics (Cambridge University) . Company performance metrics used to align executive compensation include 2024 ARR growth of 12% (constant currency), subscription revenue growth of 13.2% (13.4% constant currency), and Adjusted OI w/SBC margin improvement from 26.4% to 27.5% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bentley Systems | Deputy General Counsel | 2006–2015 | Supported global legal operations; prepared for listing and governance enhancements |
| Bentley Systems | Chief Legal Officer and Secretary | 2015–present | Leads legal, compliance, government relations; oversight of insider trading policy and governance processes |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| European Commission, Directorate‑General for Informatics (Brussels) | Tenure (role not specified) | Not disclosed | International legal/IT exposure; informs global compliance and data governance |
| Harlequin Limited (Cambridge, UK) | Tenure (role not specified) | Not disclosed | Software industry experience; supports IP and licensing oversight |
Fixed Compensation
| Component | 2024 |
|---|---|
| Base salary ($) | $466,875 |
| All other compensation ($) | $55,314 |
| All other comp breakdown ($) | 401(k) match: $10,350; allowances: $27,500; family travel: $2,345; cash dividends on unvested awards: $15,119 |
| Total compensation ($) | $4,736,982 |
Performance Compensation
- Cash bonus mechanics: Quarterly cash-based short-term incentive tied to MBO goals; 2024 payout achieved 120% of on-target incentive .
- Target cash incentive (on-target) for 2024: $472,500 .
- Equity mix: 50% time-vesting RSUs and 50% performance-vesting RSUs (PSUs) for executives not in Bonus Pool Plan .
- PSU design: One-year performance period; cliff vesting contingent on achieving Adjusted OI w/SBC margin threshold (target 27.3% in 2024). If threshold met, vesting determined by New Business performance relative to target; maximum vesting capped at 125% of award; actual 2024 vesting at 107.37% of target .
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Short-term cash incentive (MBOs) | Not disclosed | Not disclosed | Achieved 120% of on-target | $559,688 paid (part of “Non-Equity Incentive Plan Compensation”) | Quarterly assessment; MBOs not disclosed due to sensitivity |
| Adjusted OI w/SBC margin (PSU threshold) | Threshold condition | 27.3% (budget FX) | 27.4% (budget FX) | Threshold met | One-year performance period; cliff vesting |
| New Business growth (PSU core metric) | Determines vesting | Not disclosed | Not disclosed | 107.37% of target vested | Max cap 125%; targets not disclosed |
| 2024 equity grants | Grant date | Type | Shares | Vesting schedule |
|---|---|---|---|---|
| Annual grant | Mar 13, 2024 | RSU | 11,864 | 4 annual installments starting 1st anniversary of grant date |
| Annual grant | Mar 13, 2024 | PSU (target) | 11,864 | One-year performance; vested at 107.37% in Jan 2025 |
| One-time leadership continuity grant | Jun 26, 2024 | RSU | 50,161 | 20% on each of Dec 15, 2025–2029 |
Equity Ownership & Alignment
- Stock ownership guidelines: NEOs must hold at least 2x base salary; as of Record Date, all NEOs met their guidelines .
- Hedging/short sales prohibited; 10b5‑1 plans allowed with preclearance; insider trading policy overseen by CLO .
| Ownership element | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class B) | 717,017 shares; less than 1% of voting power (*) | As of March 31, 2025; table indicates “*” (less than 1%) |
| DCP phantom shares (Class B) | 242,799 | Nonqualified Deferred Compensation Plan balance in phantom shares as of Dec 31, 2024 |
| DCP 2024 activity ($) | Earnings: $342,761; Withdrawals/Distributions: $3,639,532; Ending balance: $23,753,498 | 2024 activity and balance |
| Scheduled distributions within 60 days of Mar 31, 2025 | 25,127 shares | From DCP; per beneficial ownership footnote |
| Pledged shares | None disclosed for Shaman | Pledging noted for other executives; no pledge footnote for Shaman |
Outstanding unvested equity (as of Dec 31, 2024):
| Grant date | Unvested RSUs (#) | Market value ($) | Unearned PSUs (#) | Market/payout value ($) |
|---|---|---|---|---|
| Apr 19, 2021 | 1,822 | $85,087 | — | — |
| Mar 17, 2022 | 46,831 | $2,187,008 | — | — |
| Mar 17, 2022 | 5,206 | $243,120 | — | — |
| Mar 13, 2023 | 10,112 | $472,230 | — | — |
| Mar 13, 2024 | 11,444 | $534,435 | 11,864 | $554,049 |
| Jun 26, 2024 | 48,274 | $2,254,396 | — | — |
Dividends on unvested awards are paid in cash (accrue and release for time-based RSUs; immediate for PSUs) and included in “All Other Compensation” .
Employment Terms
| Item | Status |
|---|---|
| Employment agreement | None for Shaman (no individualized severance or golden parachute) |
| Severance Policy (Key Executives) | Adopted Jun 26, 2024; as of end of 2024, CEO Nicholas Cumins was the sole NEO participant (Shaman not covered) |
| Double-trigger change-in-control equity policy | If Qualifying Termination occurs within 120 days before to 1-year after a Change in Control, immediate full acceleration for outstanding unvested equity (performance awards vest at target). Shaman designated as “Executive” under policy |
| Accelerated vesting value (illustrative) | 181,850 shares; $8,492,395 (if Qualifying Termination on Dec 31, 2024) |
| Clawback | Nasdaq-compliant clawback policy adopted Aug 2023, covering cash incentives and performance-based equity for all executive officers |
| Non-compete / non-solicit / garden leave | Not disclosed |
Compensation Committee, Peer Group, and Say‑on‑Pay
- Oversight: Sustainability Committee (independent directors) oversees executive compensation, ESG, succession; uses Pearl Meyer as independent consultant .
- Peer group used for 2024 pay decisions includes 18 application/systems software companies (e.g., Autodesk, ANSYS, PTC, Cadence, Tyler, Verisign, Akamai), selected on industry, revenue, market cap, and headcount criteria .
- Say‑on‑Pay: ~98% support in 2024; committee retained program structure for FY2024 .
Compensation Structure Analysis
- Increased at‑risk pay: Equity split 50% RSUs / 50% PSUs aligns incentives to operating profitability and growth; PSUs include explicit margin threshold using Adjusted OI w/SBC and New Business growth, mitigating short‑term bias .
- No stock options: Company has not granted options since IPO; reduces repricing risk; equity delivered via RSUs/PSUs .
- Governance-friendly features: No excise tax gross‑ups, no single‑trigger change‑in‑control payments, comprehensive clawback, strict hedging/short sales prohibitions, robust ownership guidelines (all NEOs compliant as of Record Date) .
Risk Indicators & Red Flags
- Pledging: No pledging disclosed for Shaman; pledging exists for certain other insiders (e.g., Greg Bentley), which is generally considered a red flag, but not applicable to Shaman .
- Deferred comp concentration: Large DCP balance ($23.75M) and scheduled near‑term distributions (25,127 shares within 60 days of Mar 31, 2025) could create trading flow considerations; however, elections in 2024 were not made to defer incentives, and distributions follow plan rules .
- Clawback and policies: Nasdaq‑compliant clawback and hedging prohibitions mitigate misconduct and misalignment risks .
- Related party transactions: None identified for Shaman; notable related party aircraft transaction involved Executive Chair Gregory Bentley (not Shaman) .
Investment Implications
- Alignment: Shaman’s pay is largely at‑risk with PSUs tied to margin and New Business growth; his 2024 PSU payout at 107.37% signals strong performance alignment with BSY’s 2024 execution (ARR 12%; margin improvement) .
- Retention: Significant unvested RSUs across 2021–2024 grants and a 5‑year cliff schedule for the June 2024 leadership continuity grant (20% vesting each Dec 15, 2025–2029) support retention and reduce near‑term voluntary departure risk .
- Change‑of‑control economics: As a designated Executive under the double‑trigger policy, Shaman’s accelerated equity value ($8.49M at Dec 31, 2024) implies meaningful personal exposure to deal outcomes; however, no single‑trigger and no excise tax gross‑ups temper governance concerns .
- Trading pressure: DCP distributions and annual vesting dates can create predictable supply; no pledging by Shaman and hedging restrictions limit misalignment; monitor Rule 10b5‑1 plans and vest calendars for flow timing .