James Lee
BENTLEY SYSTEMSAbout James Lee
James Lee, age 45, was appointed Chief Operating Officer of Bentley Systems effective January 13, 2025. He oversees portfolio development and Bentley’s businesses in China and Japan; prior roles include GM for Startups and AI at Google Cloud (2023–2025) and COO roles at SAP Ariba and Fieldglass (2008–2020). He holds an MBA from Harvard Business School, a Bachelor of Commerce from the University of British Columbia, and a Diploma in Piano Performance from the Royal Conservatory of Music . As baseline context before his tenure, Bentley delivered FY2024 ARR growth of 12% (cc), subscription revenue growth of 13.2% (13.4% cc), and improved Adjusted OI w/SBC margin to 27.5%; the Pay-Versus-Performance table shows the value of an initial $100 TSR investment at $141.56 for 2024, versus $185.94 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google Cloud | General Manager, Startups and AI | 2023–2025 | Led AI and startup ecosystem initiatives within Google Cloud, bringing operational experience in scaling AI solutions |
| SAP | COO for SAP Ariba and Fieldglass; COO & GM Sales for SAP Greater China | 2008–2020 | Scaled enterprise SaaS operations and commercial execution across procurement/workforce platforms and Greater China |
Fixed Compensation
| Metric | 2025 |
|---|---|
| Base Salary ($) | $400,000 |
| Target Bonus/OTI ($) | $400,000 |
| Bonus Structure | Company-discretionary, based on individual performance and business unit goals |
Performance Compensation
| Award | Grant Value ($) | Vesting | Performance Metric |
|---|---|---|---|
| Annual Time-based RSUs (2025) | $488,889 | Four substantially equal annual installments | N/A |
| Annual Performance-based RSUs (2025) | $488,889 | Vest per performance criteria communicated at grant | Not disclosed |
| Grant | Total Value ($) | Vesting Date | Vesting % |
|---|---|---|---|
| Sign-on RSU | $7,500,000 | Four months after start date | 14% |
| Sign-on RSU | $7,500,000 | Dec 15, 2025 | 14% |
| Sign-on RSU | $7,500,000 | Dec 15, 2026 | 18% |
| Sign-on RSU | $7,500,000 | Dec 15, 2027 | 18% |
| Sign-on RSU | $7,500,000 | Dec 15, 2028 | 18% |
| Sign-on RSU | $7,500,000 | Dec 15, 2029 | 18% |
Context on company PSU design: 2024 PSUs required an Adjusted OI w/SBC margin threshold of 27.3% and then vested based on New Business growth, paying out at 107.37% for the performance period, with one-year performance and cliff vesting .
Equity Ownership & Alignment
- Stock ownership guidelines: 1x base salary for non-NEO executives; 2x for NEOs; 5x for CEO. Compliance period is three years from the later of Dec 1, 2021 or hire date. As of the 2025 proxy Record Date, all non-employee directors and NEOs met guidelines; James Lee, hired in 2025, would have three years from his hire to meet his applicable guideline .
- Insider trading and hedging: Prohibits short sales and public options/warrants/puts/calls in Company securities; hedging (collars, swaps, exchange funds) requires pre-clearance; executives often use Rule 10b5-1 plans .
- Change-in-control equity treatment: Double-trigger policy provides immediate, full acceleration of unvested equity upon a Qualifying Termination within 120 days before to 1 year after a Change in Control, with performance awards vesting at target if metrics continue post-transaction .
- Pledging: No pledging disclosure found specific to James Lee; the Insider Trading Policy discusses hedging/short sales but does not expressly address pledging in the cited sections .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | At-will; appointment as COO effective Jan 13, 2025 |
| Severance Policy Coverage | Expected to be a “Covered Executive”; if terminated without Cause or for Good Reason, receives 12 months of payments equal to the average of base salary + cash incentive actually paid over the prior two full calendar years, 12 months of company-paid medical premiums for employee/family, and accrued vacation/perquisites through termination (subject to release) |
| Good Reason (Severance Policy) | Material diminution of duties; material reduction in total on-target compensation; or relocations materially increasing commute distance |
| Change-in-Control Vesting | All RSUs subject to the Company’s change-in-control vesting policy described in the proxy; double-trigger acceleration per policy |
| Career Stock Program | Expected participant at one-half of CEO participation percentage; awards tied to Adjusted OI w/SBC growth with five-year cliff vesting to reinforce long-term retention and valuation creation |
| Clawback Policy | Executive annual cash incentives and performance share awards subject to clawback in case of an accounting restatement, per Nasdaq-compliant policy |
| Tax Gross-Ups | Company indicates “No excise tax gross-ups” among compensation practices |
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| ARR Growth (TTM, cc) | 12% |
| Subscription Revenue Growth | 13.2% (13.4% cc) |
| Adjusted OI w/SBC Margin | 27.5% |
| TSR – Value of $100 Investment | $141.56 |
| Peer Group TSR – Value of $100 Investment | $185.94 |
- Say-on-Pay approval: 2024 advisory vote received ~98% support, reinforcing investor acceptance of pay design .
Compensation Structure Analysis
- Large front-loaded sign-on RSU ($7.5M) with an initial 14% vest four months post-start and annual December 15 tranches through 2029 indicates strong retention intent but creates dated vesting events that may influence selling windows; annual 2025 equity split between time-based RSUs and PSUs maintains at-risk alignment .
- PSUs for executives are structured around profitability discipline (Adjusted OI w/SBC margin threshold) and top-line momentum (New Business growth), aligning incentives to sustainable margin improvement and ARR/revenue growth; 2024 PSU payout at 107.37% demonstrates moderate upside for performance .
Investment Implications
- Near-term vesting events: The sign-on grant vests 14% four months post-start and again on Dec 15, 2025, then 18% annually each Dec 15 through 2029, creating predictable windows where insider selling pressure could rise; monitor Form 4s and Rule 10b5-1 plans around those dates .
- Alignment and retention: Five-year cliff vesting under the Career Stock Program and double-trigger equity acceleration support retention while limiting single-trigger windfalls; clawback coverage and hedging prohibitions improve governance alignment .
- Pay-for-performance: Annual PSUs are performance-contingent; although specific 2025 metrics for Lee are undisclosed, Bentley’s use of Adjusted OI w/SBC and New Business in 2024 suggests continued linkage to profitable growth and ARR momentum, a favorable structure for investors seeking disciplined expansion .
- Governance signals: Strong say-on-pay support (~98%), no excise tax gross-ups, and clear stock ownership guidelines (1x salary for non-NEO execs, three-year compliance window) reduce compensation-related red flags; pledging status for Lee is not disclosed and should be monitored .