Keith A. Bentley

About Keith A. Bentley

Keith A. Bentley (age 66) is a co‑founder of Bentley Systems and has served as a director since inception in 1984. He previously served as President (1984–1995), Chief Executive Officer (1984–2000), and most recently as Chief Technology Officer until early 2023; he retired from employment at the end of 2023. He holds a B.S. in Electrical Engineering (University of Delaware) and an M.S. in Electrical Engineering (University of Florida) .

Past Roles

External Roles

Board Governance

• Committee assignments (FY2024): None. Audit (Chair: Brian F. Hughes), Sustainability/Compensation (Chair: Janet B. Haugen; also Lead Independent Director since Dec 2021), and Nominating (Chair: Kirk B. Griswold) were composed entirely of independent directors (Griswold, Haugen, Hughes) .
• Independence: Not independent (only Griswold, Haugen, and Hughes are classified independent under Nasdaq rules) .
• Attendance and engagement: The Board held 8 meetings in 2024; “substantially all” meetings had full attendance and no director attended fewer than 75% of applicable meetings; all directors serving at the time attended the 2024 Annual Meeting .
• Leadership/structure: Bentley Systems is a “controlled company” under Nasdaq rules; the Bentley family collectively controls a majority of voting power. Four of eight current nominees are Bentley family members (Gregory, Keith, Barry, Raymond) .
• Executive sessions: Independent directors hold regular executive sessions (expected at least twice per year) .

Fixed Compensation (Director; FY2024)

Director compensation policy (context for benchmarking):

• Annual Board retainer: $50,000 (cash) for all non‑employee directors.
• Committee service: $50,000 annual retainer for service on one or more committees; $75,000 if serving as chair (single retainer even if serving on multiple committees).
• Equity: Additional fully vested stock awards apply only to non‑employee directors who have never been Company employees, and an initial $50,000 cash at first election requires independence; re‑elected “never‑employee” directors receive $200,000 fully vested stock after Annual Meeting. In 2024, all non‑employee directors elected cash for retainers; independent directors Griswold/Haugen/Hughes also received $200,000 in stock and $21,000 each for non‑standing committee work .

Performance Compensation

• No performance‑based compensation applies to non‑employee directors at BSY. Independent director equity awards are fully vested stock (not performance‑conditioned), and Keith A. Bentley received no equity in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep software and infrastructure engineering domain expertise; co‑founder and decades‑long CTO leadership .
• Advanced technical education (BSEE, MSEE) aligning with Bentley’s product focus .
• Long board tenure with institutional knowledge of markets, products, and culture .

Equity Ownership

Governance Assessment

• Strengths/positives:

  • Independent committee structure with experienced chairs (Audit: Hughes; Sustainability/Compensation: Haugen; Nominating: Griswold), quarterly or frequent meetings (Audit held 5; Sustainability held 11; Nominating held 2 in 2024) .
  • Lead Independent Director structure (Haugen) and regular executive sessions of independents .
  • Strong attendance and Annual Meeting participation .
  • Stock ownership guidelines in place; directors meet requirements .
  • Say‑on‑Pay support of ~98% in 2024, indicating broad shareholder alignment on compensation framework .

• Risk indicators and RED FLAGS (investor confidence considerations):

  • Controlled company: Bentley family collectively controls a majority of voting power; Board is not majority independent under the controlled‑company exemption .
  • Stockholders Agreement among Bentley family members coordinates voting on the slate and other matters (drag‑along, ROFRs), entrenching control and potentially limiting minority shareholder influence .
  • Board composition: Four of eight nominees are Bentley family members, increasing potential for related‑party influence and perceived conflicts despite independent committees .
  • Related‑party exposure at the family level (e.g., aircraft cost‑sharing arrangement with the Executive Chairperson; while not involving Keith directly, it highlights related‑party dynamics) .

• Alignment:

  • Significant “skin‑in‑the‑game” with 18.1% total voting power, aligning economic interests with shareholders, though the concentration of control can outweigh minority preferences .

• Hedging/pledging:

  • Insider Trading Policy prohibits short sales and derivatives and restricts hedging without pre‑clearance; no pledging disclosures specific to Keith were provided in the proxy .

Board & Committee Snapshot (FY2024)

• Audit Committee: Griswold, Haugen, Hughes (Chair: Hughes); 5 meetings .
• Sustainability/Compensation Committee: Griswold, Haugen (Chair), Hughes; 11 meetings .
• Nominating Committee: Griswold (Chair), Haugen, Hughes; 2 meetings .
• Keith A. Bentley: Board member; no committee roles; not independent .