Raymond B. Bentley

About Raymond B. Bentley

Raymond B. Bentley, age 64, has served on Bentley Systems' Board since May 2015. He was Executive Vice President from 1984 until retiring at the end of 2021, and was the lead developer for MicroStation and chief architect in the core‑graphics group. He holds a B.S. in Mechanical Engineering (Rensselaer Polytechnic Institute) and an M.S. in Computer Engineering (University of Cincinnati). His deep technology and software credentials underpin his director qualifications at BSY .

Past Roles

External Roles

Board Governance

• Board size and leadership: BSY’s Board has eight directors; Gregory S. Bentley serves as Executive Chairperson and President, with CEO and Chair roles split since 2024 for governance flexibility .
• Committee structure: Standing committees are Audit, Sustainability, and Nominating; all three are composed entirely of independent directors (Kirk B. Griswold, Janet B. Haugen, Brian F. Hughes). Raymond B. Bentley is not listed as a member of these committees .
• Independence: The Board has three independent directors (Griswold, Haugen, Hughes). Raymond B. Bentley is not classified as independent under Nasdaq rules .
• Lead Independent Director and executive sessions: Janet B. Haugen has served as Lead Independent Director since December 31, 2021; independent directors hold regular executive sessions (expected at least twice per year) .
• Attendance: All directors serving at the time attended the 2024 Annual Meeting; the Board held eight meetings in 2024 and no director attended less than 75% of Board/committee meetings .
• Controlled company and voting control: BSY is a Nasdaq “controlled company.” The Bentley Family beneficially owned ~53% of Class B as of March 31, 2025; the Bentley Control Group controls majority voting power, and Bentleys have an amended and restated stockholders agreement coordinating nominations and voting on matters .

Fixed Compensation

Director compensation policy (structure):

• Annual Board retainer: $50,000 .
• Committee member retainer: $50,000; Committee chair retainer: $75,000 (only one committee retainer paid even if serving on multiple committees) .
• Initial/election equity for directors who have never been employees: fully vested $100,000 of Class B stock at first election; fully vested $200,000 upon re‑election. Non‑employee directors may elect to receive cash retainers in restricted stock that vests quarterly; in 2024 all elected cash .

Performance Compensation

BSY’s performance‑linked compensation framework (metrics like revenue growth, Adjusted OI w/SBC margin, ARR growth) applies to executives, not to non‑employee directors; Say‑on‑Pay support was ~98% in 2024, signaling investor acceptance of executive pay design .

Other Directorships & Interlocks

• Interlocks/related arrangements: Bentleys (including Raymond) are parties to an amended and restated stockholders agreement coordinating Board nominations and voting; BSY is not a party to that agreement .

Expertise & Qualifications

• Deep software engineering leadership: Lead developer of MicroStation; chief architect for core graphics; decades of product/technology stewardship at BSY .
• Education: B.S. Mechanical Engineering (RPI); M.S. Computer Engineering (University of Cincinnati) .

Equity Ownership

As of March 31, 2025 (Record Date):

Notes:

• Footnote indicates holdings include 92,654 Class B shares in BSY’s 401(k) plan and exclude 2,401,678 Class B shares held by certain trusts where he disclaims beneficial ownership .
• BSY stock ownership guidelines: non‑executive directors are expected to own ≥3x their Board compensation; all non‑employee directors met guidelines as of Record Date .

Governance Assessment

• Effectiveness/engagement: Long‑tenured BSY operator with strong technical credentials; >75% meeting attendance and Annual Meeting participation indicate engagement .
• Alignment: Significant personal equity ownership and compliance with stock ownership guidelines support skin‑in‑the‑game alignment .
• Independence/committee work: Not independent and not seated on Audit, Sustainability, or Nominating committees, which limits direct involvement in key oversight functions reserved for independent directors .
• Controlled company dynamics: Concentrated voting power and the Bentley stockholders agreement centralize nomination/voting decisions within the family, which can reduce minority shareholder influence and raise governance scrutiny .

RED FLAGS

• Controlled company status with Bentley Family majority voting power (~53% Class B) and coordinated voting under the stockholders agreement — potential entrenchment risk and reduced independent oversight .
• Not independent, with prior long executive tenure and family affiliation — increases perceived conflict risk for board independence .
• Pledging of shares exists within the Bentley group (e.g., Gregory S. Bentley pledged 2,500,000 Class B shares), though Raymond’s footnote does not indicate pledged shares; pledging is generally viewed negatively by governance investors .

Offsetting positives: Independent committees and a Lead Independent Director with regular executive sessions; robust insider trading/hedging policy and director ownership guidelines; strong recent Say‑on‑Pay (~98%) .