Janet B. Haugen
BENTLEY SYSTEMSAbout Janet B. Haugen
Janet B. Haugen (age 66) has served on Bentley Systems’ board since September 2020 and is the Lead Independent Director (since December 31, 2021), Chair of the Sustainability Committee, and a member of both the Audit and Nominating Committees. She is the former SVP & CFO of Unisys (2000–2016), previously an Ernst & Young audit partner, holds a B.A. in Economics from Rutgers, and is NACD-certified—credentials aligning her as an “audit committee financial expert” alongside all Audit Committee members. Haugen is affirmatively designated independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | SVP & CFO | Apr 2000 – Nov 2016 | Executive finance leadership, public company CFO experience |
| Unisys Corporation | VP, Controller; Acting CFO | Apr 1996 – Apr 2000 | Accounting, controls, interim CFO oversight |
| Ernst & Young | Audit Partner | 1993 – 1996 | SEC/PCAOB audit leadership |
| Ernst & Young | Various roles | 1980 – 1993 | Assurance and advisory experience |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Juniper Networks, Inc. | Director | Since May 2019 | Not disclosed in BSY proxy |
| NCR Voyix Corporation | Director | Since 2023 | Audit Committee Chair; Compensation Committee member |
| West Pharmaceutical Services Inc. | Director | Since Dec 2024 | Audit Committee member |
| Paycom Software, Inc. | Director (former) | 2018 – 2021 | Audit Committee Chair; Compensation Committee member |
| SunGard Data Systems Inc. | Director (former) | 2002 – 2005 | Audit Committee Chair |
Interlock note: Haugen and Gregory S. Bentley both served on SunGard’s board during 2002–2005 (Gregory served 1991–2005), a historical interlock, not ongoing.
Board Governance
- Independence: Board affirmatively determined Haugen is independent under Nasdaq Rule 5605(a)(2).
- Roles: Lead Independent Director; chairs Sustainability; member Audit and Nominating; all three committees composed entirely of independent directors.
- Attendance & engagement: The Board met 8 times in 2024; Audit 5; Sustainability 11; Nominating 2. Substantially all meetings had full attendance; no director attended <75%; all directors attended the 2024 Annual Meeting.
- Controlled company context: Bentley family beneficially owned ~53% of Class B (after Class A conversion) and control voting under a stockholders agreement; despite exemptions, BSY maintains independent Sustainability and Nominating Committees.
- Executive sessions: Independent directors hold regular executive sessions; Haugen presides as Lead Independent Director.
- Policies: Stock ownership guidelines for directors (≥3× Board compensation) and compliance achieved; updated clawback policy; robust insider trading/hedging prohibitions.
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid annually in advance |
| Committee member annual cash retainer | $50,000 | If serving on one or more committees |
| Committee chair annual cash retainer | $75,000 | If serving as chair on one or more committees |
| Initial appointment (independent) cash | $50,000 | Upon first election/appointment |
| Initial appointment stock (never an employee) | $100,000 (fully vested Class B) | Granted upon first election/appointment |
| Annual re‑election stock (never an employee) | $200,000 (fully vested Class B) | Granted after re‑election |
| Non‑standing committee work fees | $21,000 (2024) | Additional cash to Haugen, Griswold, Hughes |
| Director | 2024 Cash Fees | 2024 Stock Awards (FV) | Total |
|---|---|---|---|
| Janet B. Haugen | $146,000 | $200,000 | $346,000 |
Cash breakdown (inferred from policy and disclosed extras): Board retainer $50,000 , committee chair retainer $75,000 (Sustainability chair) , plus $21,000 for non‑standing committee work (disclosed explicitly).
Performance Compensation
- Directors: No performance‑conditioned director compensation disclosed; director stock awards are fully vested and tied to election/re‑election.
- Executive compensation metrics overseen by Haugen’s Sustainability Committee (context for governance oversight):
| Metric | Definition/Target | 2024 Result | PSU Outcome |
|---|---|---|---|
| Adjusted OI w/SBC Margin (threshold) | Threshold 27.3% (budget FX); Adjusted OI w/SBC excludes amortization of intangibles, DCP, acquisition and realignment items | Achieved 27.4% (budget FX) | Threshold met |
| New Business growth | Weighted growth across recurring subscriptions, licenses booked/billed, services revenue; excludes certain acquired revenue and controls for pricing/currency | Targets set to accelerate top‑line and recurring; specifics not disclosed due to sensitivity | PSUs vested at 107.37% of target |
- Say‑on‑Pay support (signal on pay-for-performance): 98% approval in 2024, reinforcing investor support for compensation framework overseen by Sustainability Committee.
Other Directorships & Interlocks
- Current: Juniper Networks (Director) ; NCR Voyix (Audit Chair; Compensation Committee) ; West Pharmaceutical Services (Audit Committee) .
- Prior: Paycom (Audit Chair; Compensation Committee) ; SunGard (Audit Chair) .
- Historical interlock: Shared SunGard board service with Gregory S. Bentley (1991–2005 Greg; 2002–2005 Haugen).
- Competitive conflicts: No BSY‑specific supplier/customer/conflict relationships disclosed relating to Haugen’s external roles.
Expertise & Qualifications
- Public company CFO (Unisys), SEC/PCAOB audit partner (E&Y), NACD-certified director; strong financial, audit, and governance expertise.
- Audit Committee financial expertise: All Audit Committee members designated “financial experts” under Item 407(d)(5).
- Oversight scope as Sustainability Chair: Executive compensation (salary, bonus, equity), succession planning, ESG strategy and reporting, governance policies, human capital.
Equity Ownership
| Holder | Class B Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Janet B. Haugen | 24,252 | * (<1%) | No pledging disclosed in ownership footnotes |
| Directors’ compliance with ownership guidelines | — | — | All non‑employee directors met ≥3× Board compensation stock ownership guideline as of Record Date. |
Hedging/short sales prohibited by Insider Trading Policy; pre‑clearance required and 10b5‑1 plans used as appropriate.
Governance Assessment
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Strengths and signals supporting confidence:
- Independent status; Lead Independent Director presiding over executive sessions enhances board challenge and information flow.
- Deep audit/finance background; Audit Committee “financial expert”; chairs Sustainability Committee with direct remit over executive pay, ESG, and succession.
- High engagement indicated by committee activity (11 Sustainability meetings; full attendance norm) and Annual Meeting participation.
- Director pay structure mixes cash retainers with annual fully vested equity, and stock ownership guidelines met—aligning director interests with shareholders.
- Strong say‑on‑pay support (98%), indicating investor alignment with compensation oversight.
-
Watch items and potential risks:
- Controlled company status (Bentley family voting control and stockholders agreement) can structurally limit majority independence; mitigated by independent committees and Lead Independent Director role.
- Related‑party aircraft cost‑sharing with Executive Chair was approved and monitored by the Audit Committee; continued vigilance on RPT oversight appropriate.
- Historical interlock with Executive Chair at SunGard (not current), worth noting in network context but not a present conflict.