Gregory S. Bentley
BENTLEY SYSTEMSAbout Gregory S. Bentley
Gregory S. Bentley is Executive Chairperson and President of Bentley Systems (since July 2024), having served as CEO from 2000–July 2024 and President since 1996; he joined the company in 1991 after founding and selling Devon Systems International to SunGard, where he later served as a director (1991–2005) and Audit Committee member. He holds a B.S. in Economics and an MBA in Finance and Decision Sciences from Wharton; he is age 69 and a trustee of Drexel University . Operationally, BSY delivered 2024 ARR growth of 12% (cc), subscription revenue +13.2% (cc +13.4%), and improved Adjusted Operating Income with SBC margin to 27.5% from 26.4%; 2024 net income was $234.8M and Adjusted OI w/SBC $372.2M . Since IPO, TSR on a $100 initial investment was $141.56 in 2024 vs $157.43 (2023) and $111.06 (2022), underperforming the Nasdaq US Benchmark Software Index peer TSR of $185.94 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bentley Systems | Executive Chairperson and President | Jul 2024–Present | Governance leadership post-CEO transition; separation of Chair/CEO roles enacted in 2024 . |
| Bentley Systems | Chief Executive Officer | 2000–Jul 2024 | Led multi-decade growth; 2024 performance included ARR +12% (cc), margin expansion to 27.5% . |
| Bentley Systems | President | 1996–Present | Oversight across operations and strategy . |
| Devon Systems International | Founder & CEO | Pre-1987 | Built and exited to SunGard; added financial software expertise . |
| SunGard Data Systems | Director; Audit Committee Member | 1991–2005 | Public company board and audit oversight experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Drexel University | Trustee | Not specified | Higher education governance; network and talent pipeline relevance . |
| SunGard Data Systems | Director; Audit Committee Member | 1991–2005 | Public markets and audit committee oversight experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $200,000 | $200,000 |
| All Other Compensation ($) | $49,400 | $39,566 | $48,849 |
| Notable Perquisites | Vehicle allowance; limited reimbursements; 401(k) match $8,849 (2024) | Vehicle allowance; limited reimbursements | Vehicle allowance $15,000; family travel reimbursement $25,000; 401(k) match $8,849 |
Performance Compensation
- Structure: Gregory S. Bentley participates exclusively in a legacy Bonus Pool Plan tied to internal Management Report Operating Income (MROI); no time- or performance-vesting RSUs/PSUs are granted to him .
- 2024 Allocation/Payout Mechanics:
- Allocation: 36.4% of pool in H1 2024 while CEO; reduced to 12.1% from July 2024 as Executive Chair/President .
- Form of Payment: Elected to receive 75% of Bonus Pool amounts in fully vested Class B shares; remainder in cash .
- Governance: Sustainability Committee reviews/approves calculations and elections .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive (Cash) ($) | $4,377,168 | $4,764,861 | $3,981,002 |
| Stock Awards ($) – fully vested shares issued under Bonus Pool Plan | $13,816,452 | $14,298,984 | $12,188,212 |
| Bonus Pool Plan Allocation Detail | Not disclosed | Not disclosed | 36.4% H1; 12.1% H2 |
| Payment Mix Policy | Eligible to elect cash vs stock each quarter; 2024 election 75% stock | Same design | Same design |
Notes on broader plan metrics for other NEOs (context for pay-for-performance):
- Company set 2024 PSU threshold at Adjusted OI w/SBC margin 27.3%; achieved 27.4%; PSU vesting at 107.37% based on “New Business” growth; cap 125% . Gregory S. Bentley does not receive PSUs/RSUs .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Individual Beneficial Ownership | Sole dispositive power over 6,714,694 shares, including 2,500,000 pledged shares; DCP-distributable within 60 days: 986,046; 401(k): 92,654; spouse: 137,512 . |
| Group Voting Power | Bentley family aggregate shared voting: 69,809,155 shares (assumes Class A→B conversion) representing 62.8% voting power as of Oct 31, 2024 . |
| Individual % of Class B (if Class A converted) | 2.8% of outstanding Class B shares . |
| Pledged Shares | 2,500,000 Class B shares pledged as collateral (credit facility, PNC Bank) — alignment risk/overhang consideration . |
| DCP Phantom Shares (Balance) | 2,346,403 phantom shares in DCP; aggregate DCP account balance $109,577,024 as of 12/31/2024 (dividends reinvested) . |
| Vested vs Unvested | No unexercised options or unvested RSUs/awards outstanding as of 12/31/2024 . |
| Ownership Guidelines | CEO 5x salary; other NEOs 2x; all NEOs met guidelines as of record date . |
| Hedging/Shorting Policy | Prohibits options/shorting; hedging transactions require pre-clearance; insiders may use 10b5‑1 plans . |
| Insider Selling Pressure Indicators | 2024 Bonus Pool paid in fully vested stock (75% elected), potential need to sell for taxes; company notes modest family ownership reduction from dilution and planned sales to satisfy tax obligations and DCP distributions . |
Employment Terms
| Item | Terms |
|---|---|
| Employment Agreement | No individual employment agreement disclosed for currently employed NEOs; standard IP assignment agreements . |
| Severance | Severance Policy adopted 6/26/2024 covers CEO (Nicholas Cumins) only; not applicable to Gregory S. Bentley . |
| Change-in-Control | Double-trigger equity acceleration policy for designated “Executives”; all current NEOs except Gregory are designated; Gregory has no unvested equity . |
| Clawback | Nasdaq-compliant clawback covering cash incentives and performance-based share awards for executive officers . |
| Tax Gross-Ups | No excise tax gross-ups; no guaranteed bonuses; no single-trigger CIC payments . |
| Benefits/Perquisites (2024) | Vehicle allowance $15,000; family travel reimbursement up to $25,000; 401(k) match $8,849 . |
Board Governance and Service
- Role and Tenure: Executive Chairperson of the Board (since July 2024) and President; previously combined CEO/Chair; Board chose to split Chair/CEO after CEO election in 2024 .
- Independence and Controlled Company: BSY is a “controlled company” under Nasdaq due to Bentley family voting control (62.8%); Board voluntarily maintains fully independent Audit, Sustainability (compensation), and Nominating Committees despite exemption .
- Lead Independent Director: Janet B. Haugen (since Dec 31, 2021); oversees executive sessions, agendas, information flow .
- Committee Composition and Chairs (all independent): Audit (Chair: Brian F. Hughes), Sustainability/Compensation (Chair: Janet B. Haugen), Nominating (Chair: Kirk B. Griswold) .
- Meetings and Attendance: Board met 8 times in 2024; committees (Audit 5; Sustainability 11; Nominating 2); substantially full attendance; no director <75% .
- Executive Sessions: Regular independent director sessions at least twice annually .
- Say-on-Pay: 2024 approval ~98% (strong support) .
Pay vs Performance and Long-Term Value Creation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 from IPO) | $121.07 | $144.76 | $111.06 | $157.43 | $141.56 |
| Peer Index TSR (NBSI) | $113.02 | $147.89 | $99.08 | $157.61 | $185.94 |
| Net Income ($M) | $126.5 | $93.2 | $174.8 | $326.8 | $234.8 |
| Adjusted OI w/SBC ($M) | $218.9 | $258.0 | $274.0 | $324.7 | $372.2 |
2024 operating highlights used in incentive design and assessment:
- ARR growth +12% (cc), subscription revenue +13.2% (cc +13.4%), Adjusted OI w/SBC margin 27.5% (from 26.4%) .
- PSUs for other NEOs paid at 107.37% based on New Business performance, with a 27.3% Adjusted OI w/SBC margin threshold; Gregory does not participate in PSU program .
Compensation Peer Group (2024 reference set)
Akamai Technologies; Altair Engineering; ANSYS; Aspen Technology; Autodesk; Cadence; Dayforce; DocuSign; Dropbox; Fair Isaac; Guidewire; Manhattan Associates; MicroStrategy; Okta; PTC; Splunk; Tyler Technologies; Verisign .
Risk Indicators and Red Flags
- Pledging: 2.5 million Class B shares pledged by Gregory S. Bentley (credit facility) — potential governance/overhang concern if margin calls occur .
- Controlled Company: Family voting control (62.8%) reduces need for majority independent board; committees remain fully independent; independence perceptions warrant monitoring .
- 10b5-1/Hedging: Hedging restricted without pre-clearance; 10b5‑1 permitted; policy mitigates but does not eliminate trading optics risk .
- Equity Overhang: Bonus Pool stock settlement (fully vested) and DCP distributions can add supply; company notes small ownership decrease from dilution, charitable gifts, tax-related and DCP-related planned sales .
- Clawback: Nasdaq-compliant policy in place; no disclosed enforcement actions .
Equity Ownership Detail (Selected)
| Category | Shares/Value |
|---|---|
| Sole dispositive (inc. pledge, DCP-60d, 401k, spouse) | 6,714,694 shares (includes 2,500,000 pledged; 986,046 DCP-distributable within 60 days; 92,654 401k; 137,512 spouse) |
| Shared voting (Bentley group) | 69,809,155 shares; 62.8% voting power (assumes Class A→B conversion) |
| Individual % Class B (if Class A converted) | 2.8% |
| DCP phantom shares | 2,346,403 phantom shares; aggregate DCP balance $109,577,024 (12/31/2024) |
| Unvested awards outstanding (12/31/2024) | None |
Board Service, Committees, and Dual-Role Implications
- Dual Role: Executive Chair + President; CEO role split and held by a separate executive since mid-2024 — mitigates CEO/Chair concentration risk relative to combined roles; Lead Independent Director provides further oversight .
- Committees: Compensation oversight resides with fully independent Sustainability Committee; Audit and Nominating also fully independent, with defined charters and regular meetings; robust executive sessions and stockholder engagement .
- Controlled Company Context: While exempt from certain Nasdaq requirements, Board maintains independent committee structures; nonetheless, concentrated family voting power may affect perceived independence and shareholder influence .
Investment Implications
- Alignment and Overhang: Gregory’s compensation is highly variable and tied to internal profitability (MROI) with significant equity settlement (fully vested) and a large DCP balance, aligning to operational efficiency but potentially contributing to periodic stock supply; the 2.5 million share pledge is a governance overhang to monitor .
- Pay-for-Performance: Strong say-on-pay (98%) and a margin-improvement focus underpin incentive alignment; however, the CEO/Chair separation is recent, and concentrated family control persists, requiring continued governance diligence .
- Retention Risk: No severance or CIC benefits for Gregory, but long-tenured founder-family leadership, substantial ownership, and DCP balances suggest low departure risk; absence of unvested equity reduces forced selling at separation but elevates reliance on Bonus Pool variability .
- Execution Track Record: Multi-year Adjusted OI w/SBC growth and 2024 ARR/subscription growth support operational execution; TSR has lagged peer index in 2024, keeping focus on growth acceleration initiatives under the new CEO while benefit from experienced Executive Chair continuity .