Werner Andre
BENTLEY SYSTEMSAbout Werner Andre
Bentley Systems’ Chief Financial Officer since January 1, 2022, age 55, responsible for worldwide accounting, FP&A, tax, and treasury; joined BSY in 2015 as Global Corporate Controller and served as Chief Accounting Officer from 2020 to March 2024; prior roles include Assistant Corporate Controller at Rockwood Holdings (2010–2015) and various roles at PwC (1995–2010); holds B.S. and M.B.A. in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna . In 2024, Bentley delivered 12% TTM ARR growth (constant currency), 13.2% subscription revenue growth (13.4% constant currency), and improved Adjusted OI w/SBC margin to 27.5% from 26.4% in 2023, which underpinned PSU outcomes and cash incentives for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bentley Systems | Chief Financial Officer | 2022–present | Leads finance, accounting, FP&A, tax, treasury |
| Bentley Systems | Chief Accounting Officer | 2020–Mar 2024 | Oversaw accounting policies and reporting |
| Bentley Systems | Global Corporate Controller | 2015–2020 | Corporate accounting leadership |
| Rockwood Holdings | Assistant Corporate Controller (International Accounting & Reporting) | 2010–2015 | Led international accounting/reporting |
| PricewaterhouseCoopers LLP | Various roles | 1995–2010 | Audit/consulting experience |
External Roles
No public company board roles or external directorships disclosed for Werner Andre .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $456,250 | $515,434 |
| Approved Base Salary at Year-End ($) | $— | $475,000 | $528,912 |
| All Other Compensation ($) | $40,438 | $45,570 | $52,736 |
| Total Compensation ($) | $3,810,662 | $2,205,835 | $4,961,174 |
All Other Compensation detail (2024):
| Item | Amount ($) |
|---|---|
| 401(k) matching contributions | $9,937 |
| Vehicle, health & fitness, cell phone, legal/financial/tax counseling allowances | $27,500 |
| Cash dividends paid on stock awards | $9,899 |
| Matching charitable contributions | $5,400 |
| Total | $52,736 |
Performance Compensation
Short-term cash incentive (AIP) – 2024:
| Metric | Target ($) | Actual Paid ($) | % Attained | Structure |
|---|---|---|---|---|
| Cash-based short-term incentive | $528,912 | $600,039 | 116.7% | MBO-based goals set at start of year (specific goals undisclosed) |
Long-term equity (2024 grants and outcomes):
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics/Outcome |
|---|---|---|---|---|---|
| RSU (annual) | Mar 13, 2024 | 13,280 | $646,470 | 25% annually over 4 years | N/A |
| PSU (annual, target) | Mar 13, 2024 | 13,280 | $646,470 | Cliff vest after 1-year performance period | Threshold: Adjusted OI w/SBC margin ≥ 27.3% (achieved 27.4%); payout driven by New Business; 2024 vesting at 107.37% of target; max 125% |
| RSU (one-time retention) | Jun 26, 2024 | 50,161 | $2,500,025 | 20% on each of Dec 15, 2025–2029 | N/A |
PSU program mechanics (2024):
- Threshold metric: Adjusted OI w/SBC margin at least 27.3% (actual achieved 27.4% using 2024 budget FX) .
- Payout metric: New Business growth (weighted measures of recurring subscriptions, license bookings/billings, monthly subscriptions, services revenue; excludes certain acquired revenues and controls for price/currency effects) .
- Result: PSUs vested at 107.37% of target for NEOs in January 2025 .
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Holder | Class B Shares | % of Class |
|---|---|---|
| Werner Andre | 259,121 | * (less than 1%) |
Outstanding/unvested awards (as of Dec 31, 2024):
| Grant Date | Unvested Stock Awards (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) |
|---|---|---|---|---|
| Apr 19, 2021 | 967 | $45,159 | — | — |
| Mar 17, 2022 | 6,868 | $320,736 | — | — |
| Mar 17, 2022 | 23,415 | $1,093,481 | 23,148 | $1,081,012 |
| Mar 13, 2023 | 11,274 | $526,496 | — | — |
| Mar 13, 2024 | 13,343 | $623,118 | 13,280 | $620,176 |
| Jun 26, 2024 | 50,282 | $2,348,169 | — | — |
Ownership guidelines and compliance:
- Required multiple: 2x base salary for named executive officers; 5x for CEO .
- Compliance: As of the Record Date, all named executive officers met their stock ownership guidelines .
Insider trading, hedging, pledging:
- Hedging/derivatives: Prohibits trading in public options/warrants/puts/calls or short selling; hedging transactions require pre-clearance under Insider Trading Policy; use of Rule 10b5-1 plans permitted with compliance oversight .
- Pledging: No pledging disclosures identified for Werner Andre in the proxy .
Upcoming vesting and potential supply:
- Significant 20% tranches from the June 26, 2024 RSU grant vest each Dec 15, 2025–2029, which may create periodic settlement-related share deliveries for Andre .
Employment Terms
Contracts and severance:
- No individual employment agreement; Company states NEOs are not party to individualized severance or golden parachute contracts (except CEO’s severance policy) .
- Double-trigger equity acceleration policy (approved Feb 2023): immediate, full vesting of all outstanding unvested equity upon a Qualifying Termination within 120 days prior or up to one year post Change in Control; performance awards vest at target if performance continues post-transaction .
- Andre is designated as an “Executive” eligible under the Change in Control acceleration policy .
Illustrative change-in-control economics (as of Dec 31, 2024):
| Name | Equity with Accelerated Vesting (#) | Value ($) |
|---|---|---|
| Werner Andre | 142,577 | $6,658,347 |
Clawback:
- Clawback policy applies to annual cash incentives and performance-based share awards in event of an accounting restatement, per Nasdaq rules .
Perquisites/benefits:
- Vehicle allowance ($15,000 annually), airline club reimbursement (up to $750), health/fitness and counseling reimbursements (up to $12,500), charitable match (up to $12,500), and 401(k) plan with matching contributions per Company policy .
Investment Implications
- Pay-for-performance alignment: Andre’s 2024 cash incentive paid 116.7% vs target, tracking operational achievements; PSUs paid at 107.37% with threshold tied to Adjusted OI w/SBC and payout to New Business growth, driving alignment with profitability and top-line indicators .
- Retention and vesting overhang: The June 2024 one-time RSU grant (50,161 shares) vests 20% annually through 2029, supporting leadership continuity but creating predictable settlement events that can contribute to periodic supply from vesting .
- Change-in-control protection: Double-trigger equity acceleration confers material value to Andre ($6.66M as of 12/31/24), indicating moderate CIC protection without single-trigger cash severance; no excise tax gross-ups and no single-trigger payments reflect shareholder-friendly design .
- Skin-in-the-game: Andre beneficially owns 259,121 Class B shares and meets stock ownership guidelines (2x salary), reinforcing alignment; no pledging disclosed .
- Benchmarking and governance: Compensation set with Pearl Meyer using a defined application/software peer group (e.g., Autodesk, ANSYS, PTC, Cadence), and 2024 say-on-pay support at ~98% reduces governance risk around pay structures .