Kirk B. Griswold
BENTLEY SYSTEMSAbout Kirk B. Griswold
Independent director since 2002 (age 63), Griswold chairs BSY’s Nominating Committee and sits on the Audit and Sustainability Committees. He is a Founding Partner of Argosy Capital Group (private equity and real estate), holds a B.A. in Physics (University of Virginia) and an M.B.A. in Finance and Management (Wharton). The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy beyond current roles | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Argosy Capital Group, Inc. | Founding Partner | Not disclosed | Private equity and real estate firm |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence | Independent director under Nasdaq Listing Rules | |
| Board tenure | Director since 2002 | |
| Committees | Nominating (Chair); Audit (Member); Sustainability (Member) | |
| Audit financial expertise | Each Audit Committee member is an “audit committee financial expert” | |
| 2024 Board meetings | 8 meetings; all directors attended 2024 annual meeting; no director <75% attendance | |
| 2024 Committee meetings | Audit: 5; Sustainability: 11; Nominating: 2 | |
| Lead Independent Director | Janet B. Haugen, since Dec 31, 2021 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $146,000 | Includes $21,000 for non-standing Board committee work in 2024 |
| Stock Awards (Grant Date Fair Value) | $200,000 | Fully vested stock award for non-employee directors upon re-election |
| Total | $346,000 | Sum of cash and equity |
Director compensation policy highlights:
- Annual Board retainer: $50,000; Committee retainer: $50,000 (member) or $75,000 (chair) .
- Upon first election (if independent): $50,000 cash and $100,000 fully vested stock (for those never employees); upon re‑election: $200,000 fully vested stock (for those never employees) .
- Directors may elect to receive annual cash retainer in restricted stock (quarterly vesting), except committee chair retainer; in 2024, all took cash .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Design Details |
|---|---|---|
| None | No | Director equity awards are fully vested; no performance-conditioned equity; no options granted |
Other Directorships & Interlocks
| Category | Disclosed Entities |
|---|---|
| Current public company boards | None disclosed in BSY’s 2025/2024 proxies for Griswold |
| Prior public company boards | None disclosed |
| Potential interlocks (customers/suppliers/competitors) | None disclosed; Nominating Committee considers conflicts in director selection |
Expertise & Qualifications
- Founding partner of private equity/real estate firm; skills in finance, engineering, project management, and consulting .
- Audit Committee financial expert designation via committee membership; financial sophistication per Nasdaq standards .
- Education: B.A. Physics (UVA); M.B.A. Finance & Management (Wharton) .
- Long BSY board service (since 2002) with leadership as Nominating Committee Chair .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 406,787 shares of Class B common stock; less than 1% voting power (“*”) |
| Deferred comp distributions | Includes 2,430 Class B shares subject to scheduled distributions from director deferred comp plan within 60 days |
| Shares pledged as collateral | No pledges noted for Griswold in footnotes; pledge footnotes identify others (e.g., G.S. Bentley, W. Andre) |
| Ownership guidelines | Non-exec directors expected to own ≥3x Board compensation; as of Record Date, all non-employee directors met the guidelines |
| Director deferred comp plan | Griswold is sole participant; may defer director fees into phantom Class B shares; no 2024 deferrals; company awards discontinued pre‑IPO |
Governance Assessment
-
Strengths:
- Independent director with multi-committee service (chairs Nominating; member, Audit and Sustainability), supporting robust oversight in a controlled company structure .
- Audit Committee financial expert; enhances financial reporting oversight .
- Strong engagement: Board held 8 meetings in 2024 with no director under 75% attendance; all directors attended the 2024 annual meeting .
- Pay alignment: material equity component ($200,000 fully vested stock) and compliance with ownership guidelines (≥3x) indicate skin‑in‑the‑game .
- Compensation oversight benefits from an independent consultant (Pearl Meyer) with no conflicts identified by the Sustainability Committee; Griswold serves on that committee .
-
Watch items:
- Controlled company status means a majority‑independent board is not required; however, BSY formed and staffed independent committees (including Nominating, chaired by Griswold), mitigating concerns .
- Long tenure (since 2002) can raise perceived independence concerns at some investors; counterbalanced by formal independence determination and committee roles .
-
Conflicts/related‑party:
- Audit Committee reviews related‑party transactions; no related‑party transactions disclosed involving Griswold; pledging footnotes do not identify Griswold .
- Hedging/shorting restricted by Insider Trading Policy; pre‑clearance required for any hedging transactions .
RED FLAGS: None evident specific to Griswold (no attendance shortfalls, no pledging, no related-party transactions disclosed). Controlled company context persists but is partially mitigated by independent committees and his leadership of the Nominating Committee .