Nicholas H. Cumins
BENTLEY SYSTEMSAbout Nicholas H. Cumins
Nicholas H. Cumins (age 48) is Chief Executive Officer of Bentley Systems (since July 2024) and a director (since September 2024). He previously served as BSY’s Chief Product Officer (2020–2022) and Chief Operating Officer (2022–2024), with prior leadership roles at SAP Marketing Cloud (GM, 2018–2020), Scytl (CPO, 2016–2018), and OpenX (SVP Product, 2013–2016). He holds Maîtrise degrees in Law and Business from Université Paris II Panthéon-Assas . Under his and the team’s leadership, BSY delivered 2024 ARR growth of 12% (cc), subscription revenue growth of 13.2% (13.4% cc), and improved Adjusted OI w/SBC margin from 26.4% to 27.5% . Since IPO, BSY’s $100 TSR stood at $141.56 in 2024 vs $185.94 for the Nasdaq US Benchmark Software Index; 2024 net income was $234.8M and Adjusted OI w/SBC $372.2M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bentley Systems | Chief Operating Officer | 2022–2024 | Oversaw portfolio development and global operations prior to CEO transition . |
| Bentley Systems | Chief Product Officer | 2020–2022 | Led product strategy and engineering for infrastructure software portfolio . |
| SAP Marketing Cloud | General Manager | 2018–2020 | Ran a comprehensive marketing automation platform business . |
| Scytl | Chief Product Officer | 2016–2018 | Led product at an online voting platform . |
| OpenX | SVP, Product | 2013–2016 | Senior product leadership at programmatic advertising pioneer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bentley Systems (BSY) | Director | Since Sept 2024 | Employee-director; non-independent; no committee assignments . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (paid) | $633,852 | $730,476 | Actual salary paid in year. |
| Base Salary Rate at YE | — | $825,755 (CEO rate effective July 1, 2024) | Rate as of 12/31/2024. |
| On‑Target Cash Incentive | — | $825,755 (set at promotion) | Target for CEO program from June 2024. |
| Short‑Term Cash Incentive (paid) | $371,181 | $732,064 | Annual incentive payout. |
| Short‑Term Attainment | — | 105.4% of target (avg across pre/post-CEO plans) | Plan mechanics described below. |
| Other Compensation | $71,305 | $217,123 (incl. benefits/pension) | Includes $59,047 French statutory pension, allowances, dividends on awards . |
Performance Compensation
- Short‑term (CEO plan from June 2024): Metrics are revenue growth rate, Adjusted OI w/SBC margin, and ARR growth rate; weighting: 70% combined revenue growth + Adjusted OI w/SBC margin, 30% ARR; minimum 80% threshold per metric for payout; cap 120% .
- Long‑term equity mix (2024 grants): 50% time‑vesting RSUs and 50% annual PSUs for NEOs (ex‑Executive Chair) .
2024 PSU Design and Outcome
| Metric/Term | Target/Threshold | Actual/Outcome | Payout |
|---|---|---|---|
| Threshold: Adjusted OI w/SBC margin | ≥27.3% (budget FX) | 27.4% achieved (budget FX) | Threshold met . |
| Core metric: “New Business” growth | Company-set annual goal (not publicly disclosed) | Achieved above target per committee determination | 107.37% of target PSUs vested (Jan 2025) . |
2024 Grants (Cumins)
| Award | Grant Date | Shares/Target | Vesting | Grant Date FV |
|---|---|---|---|---|
| RSU (annual) | Mar 13, 2024 | 15,949 | 4 annual installments starting 1st anniversary | $776,397 |
| PSU (annual target) | Mar 13, 2024 | 15,949 | 1‑year performance; payout per design above | $776,397 |
| RSU (CEO pay alignment) | Jun 26, 2024 | 2,337 | Vests in 4 equal parts on Mar 13, 2025–2028 | $116,476 |
| PSU (CEO pay alignment target) | Jun 26, 2024 | 2,337 | 1‑year performance; payout per design | $116,476 |
| RSU (Promotion grant) | Jun 26, 2024 | 200,642 | 20% on each Dec 15, 2025–2029 | $9,999,998 |
| 2024 Total (for reference) | — | 218,928 RSUs; 18,286 PSUs (target) | As above | — |
Career Stock Program (CEO‑only): New long‑term program ties potential RSU awards to prior‑year Adjusted OI w/SBC growth minus an inflation‑adjusted target; five‑year cliff vesting; first award granted to Cumins in Q1 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 154,113 Class B shares; “*” = less than 1% and de minimis voting power vs control group . |
| Unvested RSUs (12/31/2024) | 326,760 across grants (key component: 201,129 RSUs from 6/26/2024 promotion grant) . |
| Unvested PSUs at 12/31/2024 | 95,447 at target across cycles; 2024 PSUs certified at 107.37% in Jan 2025 . |
| Ownership Guidelines | CEO 5x base salary; NEOs 2x; all NEOs in compliance as of Record Date . |
| Hedging/Shorting/Options | Short sales and options on BSY stock prohibited; hedging (collars/swaps/exchange funds) prohibited absent pre‑clearance . |
| Pledging | Proxy discloses pledges by certain insiders; no pledged shares are indicated for Cumins in his ownership footnote . |
| 10b5‑1 Plans | Executives may use pre‑programmed trading plans subject to pre‑clearance . |
Vesting Schedules and Potential Supply
- 200,642 RSUs (promotion) vest 20% each Dec 15, 2025–2029 .
- 2,342 RSUs vest equally on Mar 13 of 2025–2028; 15,949 annual RSUs follow standard 4‑year annual schedule .
- 2024 PSUs certified at 107.37% (vested Jan 2025) .
Employment Terms
| Term | Detail |
|---|---|
| Employment structure | Appointed gérant (manager) of Bentley Systems France; prior French employment agreement ended upon appointment . |
| Severance (CEO; only NEO in policy) | If terminated without Cause or resigns for Good Reason: 12 months of average base + cash incentive (avg of prior 2 years), 12 months family medical premiums, accrued benefits; Good Reason includes material duty diminishment, pay reduction, or relocation . |
| Severance amount (if 12/31/2024 event) | $1,233,786 (avg base+cash) + $1,188 premiums = $1,234,974 total; no accrued vacation as gérant . |
| Offset | Any French statutory severance is offset against Company severance (and vice‑versa) per Letter Agreement . |
| Change‑of‑Control (CIC) equity | Company policy provides double‑trigger acceleration (Qualifying Termination within 120 days before to 12 months after CIC); Cumins designated as eligible Executive . |
| CIC value (12/31/2024 illustration) | Accelerated equity: 422,207 shares; value $19,717,066 at 12/31/2024 close . |
| Clawback | Company‑wide clawback (annual cash incentives and performance‑based equity) for restatements per Nasdaq rules . |
Board Governance
- Role and independence: Cumins is CEO and an employee‑director (non‑independent); BSY is a controlled company and not required to have a majority‑independent board, though Audit, Sustainability (compensation), and Nominating committees are fully independent .
- Board leadership: Roles split — Executive Chair/President (Gregory S. Bentley) and CEO (Cumins) since his board election; Lead Independent Director is Janet B. Haugen .
- Meetings: Board held eight meetings in FY2024; attendance was strong (no director under 75%); all directors attended the 2024 annual meeting .
- Director pay: Employee‑directors (including Cumins) receive no additional director compensation .
Director Compensation (Employee‑Director)
| Item | 2024 Treatment |
|---|---|
| Annual retainer/fees | None for employee‑directors; paid only to non‑employee directors . |
| Equity grants | None specific to board service for employee‑directors . |
| Ownership guidelines | Directors have stock ownership guidelines; non‑employee directors expected to own ≥3x board compensation . |
Compensation Committee Analysis and Shareholder Feedback
- The Sustainability Committee (independent) oversees executive compensation, succession, human capital, and ESG; it retained Pearl Meyer as independent consultant and found no conflicts .
- Compensation program features: majority at‑risk pay, comprehensive clawback, rigorous stock ownership, no guaranteed bonuses, no excise tax gross‑ups, no single‑trigger CIC .
- 2024 Say‑on‑Pay: ~98% approval, and the committee maintained program structure given strong support .
Performance & Track Record (selected indicators)
| Metric (FY2024) | Value |
|---|---|
| ARR growth (cc) | 12% |
| Subscription revenue growth | 13.2% (13.4% cc) |
| Adjusted OI w/SBC margin | 27.5% (vs 26.4% in 2023) |
| $100 TSR since IPO (2024) | $141.56 (Company) vs $185.94 (Index) |
| Net income | $234.8M |
| Adjusted OI w/SBC | $372.2M |
Risk Indicators & Red Flags
- Pledging/Hedging: Company prohibits shorting/options and restricts hedging without pre‑clearance; proxy lists pledges by certain insiders, but none indicated for Cumins .
- CIC exposure: Significant double‑trigger acceleration value ($19.7M, 12/31/2024 basis) could influence retention and transaction‑related negotiations .
- Controlled company: Governance exemptions apply; committees remain independent and a Lead Independent Director is in place .
Investment Implications
- Alignment: CEO program directly ties annual incentives to revenue growth, profitability (Adjusted OI w/SBC margin), and ARR growth, with PSUs requiring a profitability threshold and New Business growth; 2024 PSU vesting at 107.37% and RSU promotion grant with a five‑year schedule plus the Career Stock Program’s five‑year cliff vesting strengthen long‑term alignment and retention .
- Retention risk: Severance protection (12 months of average base+bonus) and substantial unvested equity (including large promotion grant vesting 2025–2029) mitigate flight risk; however, sizeable CIC acceleration ($19.7M at 12/31/24) could create event‑driven incentives in a transaction scenario .
- Trading signals: Multi‑year RSU vesting (Dec 15 annually 2025–2029) and PSU certifications may create periodic liquidity events; policy‑driven 10b5‑1 usage and hedging restrictions aim to reduce opportunistic trading—no personal pledging disclosed for Cumins (lower margin‑call risk) .
- Governance context: Despite controlled company status, compensation oversight is fully independent and shareholder support (98% Say‑on‑Pay) has been strong—reducing near‑term governance‑driven compensation risk premia .