Dear Stockholder:

Please join us for Bentley Systems, Incorporated’s Annual Meeting of Stockholders on Thursday, May ~~26, 2022,~~25, 2023, at 11:00 a.m., Eastern Time. Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders and colleagues, enable increased stockholder accessibility, improve meeting efficiency, and reduce costs, the Annual MeetingTime, which will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting via a live audio webcast by visiting www.meetnow.global/~~MFP6NDH .~~BENTLEY23.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 14, ~~2022.~~2023. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone, or by proxy card in advance, even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your continued support of Bentley Systems, Incorporated.

Sincerely,

[MISSING IMAGE: sg_gregorysbentley-bw.jpg]

Gregory S. Bentley
~~Chairman and~~
Chairperson, Chief Executive Officer and President

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BENTLEY SYSTEMS, INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

	TIME			11:00 a.m., Eastern Time, on Thursday, May ~~26, 2022~~25, 2023
	VIRTUAL LOCATION			You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.meetnow.global/~~MFP6NDH.~~BENTLEY23. You will need to have your control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. Stockholders participating in the virtual meeting are deemed to be present in person at the Annual Meeting. Further instructions on how to participate in and vote at the Annual Meeting are available at www.meetnow.global/~~MFP6NDH.~~BENTLEY23.
	ITEMS OF BUSINESS			1. To elect the director nominees listed in the Proxy Statement. 2. To hold an advisory (non-binding) vote ~~on the frequency of future stockholder non-binding advisory votes~~ to approve the compensation ~~paid to the Company’s~~of our named executive officers. 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2022.~~2023. 4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	RECORD DATE			You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April ~~5, 2022.~~4, 2023.
	VOTING BY PROXY			To ensure your shares are voted, you may vote your shares over the Internet, by telephone, or by completing, signing and mailing the enclosed proxy card. Voting procedures are described on the following page and on the proxy card.

By Order of the Board of Directors,

David R. Shaman

Chief Legal Officer and Secretary

April 14, ~~2022~~2023

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Thursday, May ~~26, 2022:~~25, 2023: This Proxy Statement and our Annual Report are available free of charge at www.envisionreports.com/BSY. A list of the stockholders of record at the close of business on April ~~5, 2022~~4, 2023 will also be available electronically during the Annual Meeting at www.meetnow.global/~~MFP6NDH.~~BENTLEY23.


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PROXY VOTING METHODS

If you were a stockholder of record at the close of business on April ~~5, 2022 you were a stockholder of record,~~4, 2023, you may vote your shares over the Internet at the Annual Meeting. If you were a stockholder of record, you may vote your shares in advance over the Internet, by telephone, or by mail. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May ~~25, 2022~~24, 2023 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

●

Go to the website www.envisionreports.com/BSY and follow the instructions, 24 hours a day, seven days a week.

●

You will need the control number included on your proxy card to obtain your records and to create an electronic voting instruction form.

BY TELEPHONE

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From a touch-tone telephone, dial the telephone number included on your proxy card and follow the recorded instructions, 24 hours a day, seven days a week.

●

You will need the control number included on your proxy card in order to vote by telephone.

BY MAIL

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Mark your selections on the proxy card.

●

Date and sign your name exactly as it appears on your proxy card.

●

Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.


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	GENERAL INFORMATION					5
	CORPORATE GOVERNANCE MATTERS					10
	Corporate Governance Practices					10
	Director Independence and Independence Determinations					10
	Code of Conduct					11
	Stock Ownership Guidelines					11
	Clawback Policy					12
	Hedging Policy					12
	Environmental, Social and Governance (“ESG”) at Bentley Systems					12
	ESG Governance					12
	Diversity, Equity and Inclusion					1213
	Environmental Sustainability					1314
	Sustainable Infrastructure — ES(D)G					1314
	~~Talent Management~~Colleague Success					14
	Serving Our Communities					1415
	Stockholder Engagement					1415
	Director Nomination Process					1516
	Controlled Company Exception and Bentley Family Ownership					1617
	Leadership Structure					1617
	Executive Sessions					1718
	Communications with the Board					1718
	Board Committees and Meetings					1718
	Audit Committee					1718
	Sustainability Committee					1819
	Committee Charters and Corporate Governance Guidelines					1920
	Oversight of Risk Management					1920
	~~Executive Officers of the Company~~EXECUTIVE OFFICERS OF THE COMPANY					1921
	PROPOSAL NO. 1 — ELECTION OF DIRECTORS					2123
	Nominees for Election to the Board of Directors in ~~2022~~2023					2123
	PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE ~~ON THE FREQUENCY OF FUTURE STOCKHOLDER NON-BINDING ADVISORY VOTES~~ TO APPROVE THE COMPENSATION ~~PAID TO~~OF THE COMPANY’S NAMED EXECUTIVE OFFICERS					2527
	PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					2628
	Audit and Non-Audit Fees					2628
	Pre-Approval Policy for Services of Independent Registered Public Accounting Firm					2628
	REPORT OF THE AUDIT COMMITTEE					2830
	COMPENSATION DISCUSSION & ANALYSIS					2931
	Executive Summary					2931
	Our Fiscal ~~2021~~2022 Performance Highlights					2931


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	29Strong Governance of our Compensation Program					33
	Compensation Philosophy					3133
	Compensation Determination Process					3134
	Role of Sustainability Committee					3134
	Role of CEO					3234
	Role of Independent Compensation Consultant					3234
	Use of Market Data and Peer Group Analysis					3235
	Compensation Risk Assessment					3335
	Elements of the Executive Compensation Program					3336
	Additional Compensation Practices and Policies					3840
	SUSTAINABILITY COMMITTEE REPORT ON EXECUTIVE COMPENSATION					4043
	EXECUTIVE AND DIRECTOR COMPENSATION					4144
	Summary Compensation Table					4144
	Grants of Plan-Based Awards in ~~2021~~2022					4245
	Outstanding Equity Awards atas of December 31, ~~2021~~2022					4346
	Option Exercises and Stock Vested in ~~2021~~2022					4447
	Fiscal ~~2021~~2022 Pension Benefits					4447
	Nonqualified Deferred Compensation					4447
	Potential Payments Upon Termination or Change in Control					4548
	Compensation of Directors					4549
	PAY RATIO DISCLOSURE					50
	PAY VERSUS PERFORMANCE					51
	SUSTAINABILITY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					55
	BOARD DIVERSITY MATRIX					55
	EQUITY COMPENSATION PLAN INFORMATION					56
	OWNERSHIP OF SECURITIES					57
	TRANSACTIONS WITH RELATED PERSONS					60
	STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING					64
	HOUSEHOLDING OF PROXY MATERIALS					65
	OTHER BUSINESS					4665
	~~BOARD DIVERSITY MATRIX~~					46
	~~EQUITY COMPENSATION PLAN INFORMATION~~					47
	~~OWNERSHIP OF SECURITIES~~					48
	~~TRANSACTIONS WITH RELATED PERSONS~~					51
	~~STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING~~					54
	~~HOUSEHOLDING OF PROXY MATERIALS~~					55
	~~OTHER BUSINESS~~					55


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BENTLEY SYSTEMS, INCORPORATED

PROXY STATEMENT

Annual Meeting of Stockholders

May ~~26, 2022~~25, 2023

GENERAL INFORMATION

~~Why am~~WHY AM I ~~being provided with these materials?~~BEING PROVIDED WITH THESE MATERIALS?

This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 14, ~~2022.~~2023. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bentley Systems, Incorporated (“we,” “our,” “us,” the “Company,” ~~and~~“Bentley” or “Bentley Systems”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May ~~26, 2022~~25, 2023 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting.

You are invited to attend the Annual Meeting and vote your shares via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

~~What am~~WHAT AM I ~~voting on?~~VOTING ON?

There are three proposals scheduled to be voted on at the Annual Meeting:

●

Proposal No. 1: Election of the director nominees listed in this Proxy Statement.

●

Proposal No. 2: Advisory (non-binding) vote ~~on the frequency of future stockholder non-binding advisory votes~~ to approve the compensation ~~paid to the Company’s~~of our named executive officers.

●

Proposal No. 3: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2022.~~2023.

~~Who is entitled to vote?~~WHO IS ENTITLED TO VOTE?

Stockholders as of the close of business on April ~~5, 2022~~4, 2023 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, we had outstanding 11,601,757 shares of Class A common stock, ~~276,132,534~~279,933,541 shares of Class B common stock and no shares of preferred stock. The holders of our Class A common stock are entitled to 29 votes per share, and holders of our Class B common stock (which is the only class that is publicly traded and listed) are entitled to one vote per share held as of the Record Date, in each case including shares:

●

held directly in the holder’s name as “stockholder of record” (also referred to as “registered stockholder”); and

●

held for the holder in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

Holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our amended and restated certificate of incorporation or law.


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~~What constitutes a quorum?~~WHAT CONSTITUTES A QUORUM?

The presence in person or by proxy of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at the meeting constitutes a quorum. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

~~What is a “broker non-vote”~~WHAT IS A “BROKER NON-VOTE”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Only Proposal No. 3 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

~~How many votes are required to approve each proposal?~~HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?

For Proposal No. 1, under our amended and restated bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

For Proposal No. 2, approval of the ~~frequency that receives~~compensation of our named executive officers requires the ~~affirmative~~advisory non-binding vote of the holders of a majority ~~of the~~in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present ~~virtually~~in person or ~~represented~~ by proxy and entitled to vote on the proposal will be the frequency recommended by stockholders. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by stockholders.proxy.

For Proposal No. 3, under our Bylaws, approval of the proposal requires a vote of the holders of a majority in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present in person or by proxy. It is important to note that the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2022~~2023 is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee to consider the selection of a different firm.

~~How are votes counted?~~HOW ARE VOTES COUNTED?

Regarding the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the advisory non-binding vote on the ~~frequency~~approval of ~~future say on pay votes~~the compensation of our named executive officers (Proposal No. 2), you may vote ~~“ONE YEAR”~~“FOR”, ~~“TWO YEARS,” “THREE YEARS,~~“AGAINST,” or “ABSTAIN.” Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Broker non-votes will also have no effect on the outcome of this proposal.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 3.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.


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~~How does the Board recommend that~~HOW DOES THE BOARD RECOMMEND THAT I ~~vote?~~VOTE?

Our Board recommends that you vote your shares:

●

“FOR” each of the director nominees listed in this Proxy Statement.

●

“~~ONE YEAR” for~~FOR” the ~~frequency~~approval of ~~future say on pay votes.~~the compensation of our named executive officers.

●

“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for ~~2022.~~2023.

~~Who will count the vote?~~WHO WILL COUNT THE VOTE?

The Company’s transfer agent and registrar, Computershare Inc., will tally the vote.

~~How do~~HOW DO I ~~vote my shares without attending the Annual Meeting?~~VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

●

By Internet — If you have Internet access, you may submit your proxy by going to ~~envisionreports.com/~~www.envisionreports.com/BSY and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.

●

By Telephone — If you have access to a touch-tone telephone, you may submit your proxy by dialing the telephone number included on your proxy card and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

●

By Mail — You may vote by mail by signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May ~~25, 2022~~24, 2023 for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May ~~25, 2022.~~24, 2023.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

~~How do~~HOW DO I ~~attend and vote my shares at the Virtual Annual Meeting?~~ATTEND AND VOTE MY SHARES AT THE VIRTUAL ANNUAL MEETING?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.meetnow.global/~~MFP6NDH.~~BENTLEY23. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

●

instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.meetnow.global/~~MFP6NDH;~~BENTLEY23;

●

assistance with questions regarding how to attend and participate via the internet will be provided at www.meetnow.global/~~MFP6NDH~~BENTLEY23 on the day of the Annual Meeting;

●

stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

●

you will need the control number that is included on your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.


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Note: If you are a registered stockholder, you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you receive.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May ~~23, 2022.~~22, 2023. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to:

	By E-Mail:			By Mail:
	Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com			Computershare Bentley Systems, Incorporated Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

~~Will~~WILL I ~~be able to participate in the online Annual Meeting on the same basis~~BE ABLE TO PARTICIPATE IN THE ONLINE ANNUAL MEETING ON THE SAME BASIS I ~~would be able to participate in a live annual meeting?~~WOULD BE ABLE TO PARTICIPATE IN A LIVE ANNUAL MEETING?

~~In light of the public health concerns due to the COVID-19 pandemic and to support the health and well- being of our stockholders and colleagues,~~To enable increased stockholder accessibility, improve meeting efficiency, and reduce costs, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

●

providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;

●

providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

●

answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

~~What does it mean if~~WHAT DOES IT MEAN IF I ~~receive more than one proxy card on or about the same time?~~RECEIVE MORE THAN ONE PROXY CARD ON OR ABOUT THE SAME TIME?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

~~May~~MAY I ~~change my vote or revoke my proxy?~~CHANGE MY VOTE OR REVOKE MY PROXY?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

●

sending a written statement to that effect to our Secretary, provided such statement is received no later than May ~~25, 2022;~~24, 2023;

●

voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May ~~25, 2022;~~24, 2023;


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●

submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May ~~25, 2022;~~24, 2023; or

●

attending the virtual Annual Meeting and voting online.

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

~~Could other matters be decided at the Annual Meeting?~~COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

~~Who will pay for the cost of this proxy solicitation?~~WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.


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CORPORATE GOVERNANCE MATTERS

~~2021 Corporate Governance Highlights~~2022 CORPORATE GOVERNANCE HIGHLIGHTS

Board Matters			Alignment with Stockholder Interests
✓ Lead Independent Director ✓ Audit Committee and Sustainability Committee Comprised Entirely of Independent Directors ✓ Regular Executive Sessions of the Independent Directors ✓ Robust Code of Business Conduct ✓ Active Environmental, Social, and Governance (“ESG”) Oversight ✓ Committee Authority to Retain Independent Advisors ✓ Stock Ownership Guidelines for Directors			✓ No “Poison Pill” (Stockholders’ Rights Plan) ✓ Stock Ownership Guidelines for Executives ✓ All Directors Elected Annually (No Classified Board Structure) ✓ Clawback Policy ✓ Commitment to Diversity, Equity and Inclusion (“DE&I”) ✓ Strong Community Involvement ✓ Commitment to Stockholder Engagement ✓ Annual “Say on Pay” Vote

Corporate Governance Practices

Our Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. Our Board’s responsibility is one of oversight, and in performing its oversight role, our Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the Company’s stockholders. Our Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Our Board exercises direct oversight of strategic risks to the ~~Company.~~Company, including through regular updates at Board meetings from management regarding key areas of risk and the manner in which the Company keeps abreast of and manages such risks. The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such ~~exposures.~~exposures, and receives updates from the Company’s Chief Compliance Officer regarding any areas of concern or internal reports from colleagues. The Sustainability Committee reviews compensation policies and practices of the Company and oversees and evaluates programs and risks associated with Board organization, membership, structure, corporate governance and social responsibility, including ESG and DE&I matters. The Audit Committee and the Sustainability Committee report to the Board on those ~~matters. In late 2021 and into~~matters at least quarterly. Throughout 2022, the Board ~~increased~~continued to exercise its ongoing oversight role over cybersecurity risks, receiving regular updates from the Company’s information technology security ~~team~~and data privacy teams regarding the Company’s primary risk areas and directing management to report back at regular intervals regarding such matters.

Our Board, through the Sustainability Committee, evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the ~~best~~strong corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “— Communications with the Board” below.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a


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relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed


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These policies came into effect on December 1, 2021 with a three-year time period for compliance starting from the later of from December 1, 2021 or the date of initial hire/appointment/election of each executive officer or non-employee director.


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responsibility for ESG strategy, implementation, and accountability for performance on goals and objectives. In addition, the ESG Steering Committee is comprised of key cross-functional managers that meet regularly to drive progress on ESG efforts and report on major initiatives to our Chief Executive Officer and Board.

In the second year of our formal ESG strategy, we engaged our stakeholders to assess our current performance and ensure that our priorities are aligned with their needs. We conducted our inaugural ESG materiality assessment by interviewing directors, executive leadership, and colleagues from across the organization as well as key accounts, users, suppliers, and investors to determine the areas of ESG that are most important for our business and to our stakeholders. The results showed us that we are well aligned with our stakeholders and identified the topics that will be the focal point of our ESG efforts.

Diversity, Equity, and Inclusion

As a global company with ~~the majority~~colleagues of ~~our colleagues from~~ different cultures, backgrounds, and perspectives based in more than 40 countries worldwide, our diversity is what makes


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As a result of these efforts, we were named a 2022 Chambers and Partners Diversity and Inclusion Awards: North America winner. These awards celebrate the achievements of firms, companies, and individuals who are furthering the advancement of diversity and inclusion across the U.S. and Canada. We were also named a Civic 50 Greater Philadelphia 2022 honoree by the Philadelphia Foundation, honoring the top community-minded companies in Philadelphia for good corporate citizenship.

Environmental Sustainability

Bentley Systems is committed to environmental responsibility and aligning our business operations with the sustainable future our products enable. ~~As part~~In 2022, we worked with a climate consultancy to quantify our greenhouse gas footprint, including our value chain emissions, to understand our current performance and trends. From this analysis, we were able to model feasible pathways to align our business with a Net- Zero future. In 2022, we submitted a near-term (2030) climate target to the Science Based Targets initiative (SBTi) to reduce our absolute emissions for direct operations (Scope 1 and 2) and the emissions intensity of our environmental policy, Bentley Systems commits to measure and report our direct climate impact and to work towards additional climate action over time, including Scope 3 measurements and goal setting. In our first year of climate strategy, we conducted our first greenhouse gas inventory for Scope 1 (directvalue chain emissions ~~from fuel combustion) and Scope 2 (indirect emissions from purchased electricity).~~(Scope 3) on an economic intensity basis. As we continue to understand our climate impacts, we will continue to seek opportunities to manage and reduce our carbon footprint over time.

~~We are committed to identifying opportunities to reduce these emissions.~~

Sustainable Infrastructure — ES(D)G

Our users make a difference. Their work is essential to creating more sustainable and resilient infrastructure. We empower our users through our infrastructure software and through services, events, and initiatives that facilitate the learning and sharing of best practices.

Current ESG standards and metrics focus primarily on a company’s environmental footprint. At Bentley Systems, we have been more broadly focused on the United Nations’ ~~Sustainable Development Goals (“SDG”)~~SDGs for sustainable outcomes. Accordingly, we have combined the ESG and SDG acronyms to form ES(D)G — Empowering Sustainable Development Goals — to reflect our purpose and bring attention to the environmental “handprint” that our software and cloud services empower.

As part of our ES(D)G strategy, success means supporting communities and organizations with infrastructure digital twin solutions that help accelerate implementation of ~~the United Nations Sustainable Development Goals.~~SDGs.

Bentley Systems empowers our users to address multiple ~~United Nations Sustainable Development Goals~~SDGs in four core groups: clean energy transition, climate action, land and water resources, and healthy communities.


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and foster career mobility for colleagues to learn and grow across the organization and throughout their journey at Bentley Systems. Colleagues are encouraged to create a habit of learning, and we offer live classroom learning, curated learning pathways, and open access to a powerful learning platform, connecting colleagues with content from over 30 integrated providers and millions of curated articles, videos, courses, podcasts, and events to support their development. Learning focuses on not only functional or technical skills but also those that enhance colleague experience and well-being, such as Franklin Covey’s The 7 Habits of Highly Effective People and Mental Health First Aid.

Through our Leadership Excellence and Development (LEAD) program, participants are partnered with another leader in a cross-functional role at Bentley Systems and together leverage a custom-curated learning pathway that equips participants to succeed in current and future challenges. The program is founded on our leadership competencies and, in addition to developing leadership skills, also facilitates a “one Bentley” mindset through cross-functional collaboration and alignment. The learning pathway features internal and external learning and development content, 360 feedback, personality assessment, reflection, and action to solidify learnings and new skills. In addition to the LEAD program, we also offer foundational skill training and executive coaching as needed to invest in our leaders.

Finally, asour global footprint, with a substantial proportion of colleagues reporting to a manager on a different continent, prepared us well for the adaptions which became necessary during the COVID-19 pandemic, ~~has continued,~~ and ~~work~~accelerated our learning curve for colleague success. Work flexibility ~~is seen as a key~~continues to ~~success~~be instrumental both for our business and for our colleagues’ ~~well-being, we created the~~well-being. Our Infrastructure Empowered Workforce Plan ~~(the “IEWP”~~(“IEWP”) ~~in July 2021. The principle of the IEWP~~ is ~~for~~our intentional approach, which is meant, through productive and enjoyable facilities, to attract colleagues to take advantage of ~~the world’s infrastructure through mobility, productive and enjoyable facilities, and~~our evolving physical offices for necessary in-person collaboration, while institutionalizing the flexibility to work remotely ~~all while leveraging the power~~otherwise, fully enabled by appropriate technologies. IEWP is a deliberate strategy that differentiates us as an employer of ~~technology. The IEWP encourages~~choice as we encourage our colleagues to make the best of both remote and in-office working worlds to perform at a high level, ~~in contributing~~make meaningful connections, and contribute to our ~~Company’s~~ success — and, accordingly, to the world’s ~~economies~~economy and environment, which depends on infrastructure.

IEWP is built on a solid foundation of trust, empowering colleagues and their managers to make responsible and effective choices about the right balance between working from the office and remotely. This plan does not generally require colleagues to come into the office at any specific frequency. Rather, it generally allows colleagues the flexibility to make these choices with their manager, to achieve business success, and maintain a high level of productivity and engagement. We are modernizing our workplace related policies and processes, and are providing the equipment, facilities, tools, and training for colleagues and managers to work effectively in a globally dispersed environment while enhancing colleague experience and success. IEWP allows our colleagues across the globe to contribute to Bentley Systems’ success in a meaningful way while enhancing belonging and work-life balance.

Serving Our Communities

Our founders have embraced a culture of giving back to our communities and being good neighbors since the Company’s inception. Bentley Systems continues to be passionate about helping the communities where we live and work, in every country where we operate. We support both global and local initiatives, both as an organization and as individual colleagues. We are also committed to sustaining the infrastructure community with programs and policies to help students of all ages pursue their passion for infrastructure, and for infrastructure professionals to build knowledge and share best practices.

Stockholder Engagement

We are engaged with our stockholders. We value their feedback and ~~systematically~~ consider their insights as we develop and evolve our governance practices. Our Board and executive management are committed to building long term value for our stockholders and believe that


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We welcome opportunities to meet and discuss our business and governance with our ~~stockholders. Bentley Systems has~~stockholders, and we have an active investor relations ~~program which we augment with expertise from nationally and globally reputed advisors.~~program. We respond to all inquiries that we receive and are also proactive in our outreach, and we welcome requests to meet with current and prospective investors. Each quarter, we participate in investor conferences, non-deal roadshows, and other events. We publish recordings of our quarterly operating results webinars and other presentations on our investor website, and we maintain a comprehensive ESG website that details our values, operating philosophy, governances, and disclosures.

We value our stockholders’ perspective on our business and our governance including our values and culture, strategy, performance, risk, compensation, diversity and inclusion, and a range of other ESG issues. Our Chief Legal Officer and Secretary works closely and directly with Investor Relations and ensures that our Board is engaged and informed. Our Sustainability Committee, which oversees compensation, ESG and other matters, is highly engaged with our management, directly collaborating on our ESG matters and disclosures.

We ~~conduct surveys of~~are in regular contact with, and are available to, our stockholders to learn what they feel can improve our processes and communication, as well as to understand the issues that are important to them. We intend to continue such outreach to complement our other stockholder interactions and to ensure that our stockholders have different avenues to engage and provide input.

To communicate broadly with our stockholders, we share detailed information on our investor relations website, our Annual Report, and this Proxy Statement.

~~Our Board of Directors~~OUR BOARD OF DIRECTORS

Director Nomination Process

The Board weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Board also assesses the size, composition and combined expertise of the Board, as well as (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. As the application of these factors involves the exercise of judgment, the Board does not have a standard set of fixed qualifications that is applicable to all director candidates.

In recommending that, or determining whether, members of the Board should stand for re-election, the Board also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board. The Board does not have a policy to impose a retirement age or term limits for directors because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, increasing insight both generally and as well as specifically with respect to the Company and its operations.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on the information discussed in each Board member’s biographical information set forth below. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.


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We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

The Board will consider director candidates recommended by stockholders in the same manner as nominees from all other sources. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Bentley Systems, Incorporated, at 685 Stockton Drive, Exton, Pennsylvania 19341. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the ~~2023~~2024 Annual Meeting.”

Controlled Company Exception and Bentley Family Ownership

We are a “controlled company” under the corporate governance rules of the Nasdaq Listing Rules because the Bentley Control Group (as defined below) controls a majority of the voting power of our outstanding capital stock. References to the “Bentleys” refer to Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively. References to the “Bentley Control Group” refer to the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, as to which the Bentleys collectively control the voting power of the members of such group. Although the Nasdaq Listing Rules generally require that a majority of the board of directors be independent, because we are a “controlled company” within the meaning of the Nasdaq Listing Rules, we are permitted to, and have elected to, not comply with this requirement. In addition, as a “controlled company”, we are not required to have an independent nominating function. Accordingly, our Board of Directors has determined to have the full Board of Directors be directly responsible for nominating members of our Board of Directors. Notwithstanding our status as a “controlled company”, which would permit us to forego forming an independent compensation committee, in March 2021 our Board of Directors established our Sustainability Committee, a fully independent committee charged with, among other things, reviewing and approving compensation and benefit arrangements for our executive officers and directors.

As of April 4, 2023, the Bentleys and certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families (collectively, the “Bentley Family”) beneficially owned approximately 58% of the Company’s outstanding Class B Common Stock in the aggregate, comprised of approximately 22% individually beneficially owned by the Bentleys (after giving effect to the conversion of all Class A Common Stock to Class B Common Stock) and approximately 36% beneficially owned by certain other Bentley Family members. These ownership numbers are largely unchanged from September 30, 2022, at which time the Bentley Family’s corresponding beneficial ownership was approximately 59%, with approximately 22% of such ownership attributable to the Bentleys and approximately 37% of such ownership attributable otherwise to the Bentley Family.

Leadership Structure

Our Board of Directors is led by Gregory S. Bentley, our ~~Chairman~~Chairperson of the Board, President and Chief Executive Officer. The Board maintains the flexibility to determine whether the roles of ~~Chairman~~Chairperson and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all


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approach to corporate governance, with a mandated independent ~~Chairman,~~Chairperson, would not result in better governance or oversight. By combining the role of ~~Chairman~~Chairperson and Chief Executive Officer in Gregory S. Bentley, one of the founding Bentley brothers, we have ensured that the ~~Chairman~~Chairperson of the Board has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board’s view, this enables the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board’s view to management.

~~Effective as of~~Since December 31, 2021, Janet B. Haugen ~~was appointed~~has served as our Lead Independent Director. In that role, among other responsibilities, she presides over executive sessions of the


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on members of our Audit Committee and our Board of Directors. Members serve on this committee until their resignations or until otherwise determined by our Board of Directors.

The Audit Committee is responsible for, among other things:

●

selection, retention, termination, compensation and oversight of the work of an independent public accounting firm to act as our independent auditors, as well as any other public accounting firm engaged to prepare or issue an audit report or other audit, review or attest services;

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considering and approving, in advance, all audit and permitted non-audit and tax services to be performed by our independent auditors;

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reviewing and discussing the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting and disclosure controls and procedures and the audits of our financial statements;


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evaluating the performance of the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity-based incentive and other benefits, direct and indirect, of the CEO;

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overseeing the evaluation of the performance of the executive officers other than the CEO and either reviewing and approving, or recommending to the full Board of Directors, the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the executive officers other than the CEO;

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reviewing and recommending to the Board of Directors the form and amount of director compensation;

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reviewing and making recommendations with respect to our equity compensation plans;

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overseeing the Company’s sustainability strategy and reporting, and corporate citizenship matters;

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overseeing the evaluation of the Board of Directors and management;


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and risks associated with Board organization, membership, structure and corporate governance. In addition, throughout 2022, the Board continued to exercise its ongoing oversight role over cybersecurity risks, receiving regular updates from the Company’s information technology security and data privacy teams regarding the Company’s primary risk areas and directing management to report back at regular intervals regarding such matters

~~Executive Officers of the Company~~EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers as of the date of this Proxy Statement, other than Gregory S. Bentley, ~~and Keith A. Bentley,~~ whose biographical information is presented under “Nominees for Election to the Board of Directors in ~~2022.~~2023.”

Name	Age	Principal Occupation and Other Information
Werner Andre	5253	Chief Financial Officer and Chief Accounting Officer
~~Gus Bergsma~~Brock Ballard	5946	Chief Revenue Officer
Michael M. Campbell	50	Chief Product Officer
Nicholas H. Cumins	4546	Chief Operating Officer
David ~~J. Hollister~~	56	~~Chief Investment Officer~~
~~David~~ R. Shaman	5657	Chief Legal Officer and Secretary


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David R. Shaman, our Chief Legal Officer, has led our legal team since 2015 and is responsible for legal, regulatory compliance, government relations, and license compliance activities. Mr. Shaman previously served as Deputy General Counsel from 2006 to 2015. Prior to joining us in 1998, Mr. Shaman was an associate at the law firm Covington & Burling LLP. Mr. Shaman’s international experience includes eight years leading our legal operations outside the United States, as well as tenures at the European Commission, Directorate-General for Informatics in Brussels and Harlequin Limited, a software company in Cambridge, United Kingdom. He holds a Bachelor’s degree in Mathematics from the University of Pennsylvania, a J.D. from Harvard Law School, and a Diploma in Mathematical Statistics from Cambridge University.


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				Gregory S. Bentley has served as President and ~~Chairman~~Chairperson of our Board of Directors since June 1996 and Chief Executive Officer since August 2000. Prior to joining us in 1991, Mr. Bentley founded and served as Chief Executive Officer of Devon Systems International, Inc., a provider of financial trading software, which was sold to SunGard Data Systems, Inc. in 1987. Mr. Bentley served as a director of SunGard and a member of its audit committee from 1991 through 2005. He holds a B.S. in Economics and an M.B.A. in Finance and Decision Sciences from the Wharton School, University of Pennsylvania. He is a trustee of Drexel University. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to the extensive and valuable business and managerial perspective he has and his significant experience in the software technology industry, together with a deep understanding of our history and commitment to the markets we serve.
				Keith A. Bentley co-founded our Company and has served as a director since our inception in 1984. He previously served as the Company’s President from 1984 to 1995 and as the Chief Executive Officer from 1984 to 2000. He ~~currently serves~~most recently served as our Chief Technology Officer until early 2023, a position he ~~has~~ held since 2000. He is currently employed by the Company in the role of Technology Advisor. He holds a Bachelor’s degree in Electrical Engineering from the University of Delaware and an M.S. in Electrical Engineering from the University of Florida. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as one of our co-founders and our former Chief Technology Officer, and his experience in the software industry, especially as it relates to our technology and solutions.
				Barry J. Bentley, Ph.D. co-founded our Company and has served as a director since 1984 and as an executive officer from 1984 through 2019. From September 1984 to June 1996, Dr. Bentley served as ~~Chairman~~Chairperson of our Board of Directors. Prior to ~~co- founding~~co-founding our Company, in 1979, he co-founded and served as Vice President of Dynamic Solutions Corporation, a software firm. Dr. Bentley is one of the originators of MicroStation and was continuously involved in the planning and development of our software solutions and technology since our inception through 2019. He holds a Bachelor’s degree in Chemical Engineering from the University of Delaware and an M.S. and Ph.D. in Chemical Engineering from the California Institute of Technology. We believe that Dr. Bentley is qualified to serve as a member of our Board of Directors due to his deep knowledge and understanding of the Company’s technology, history and mission as one of our co-founders, as well as his experience in the software industry.


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				Raymond B. Bentley has served as a director since May 2015. He previously served as an Executive Vice President from 1984 until his retirement at the end of 2021. He was the lead developer for MicroStation and chief architect in the core-graphics group. He holds a Bachelor’s degree in Mechanical Engineering from Rensselaer Polytechnic Institute and an M.S. in Computer Engineering from the University of Cincinnati. We believe that Mr. Bentley is qualified to serve as a member of our Board of Directors due to his vast experience with our technology and the software industry, and for the business perspective he brings to the Board.
				Kirk B. Griswold has served as a director since 2002 and is a member of both the Audit Committee and the Sustainability Committee. He is a Founding Partner of Argosy Capital Group, Inc., a private equity and real estate firm. He holds a Bachelor’s degree in Physics from the University of Virginia and an M.B.A. with a dual major in Finance and Management from the Wharton School, University of Pennsylvania. We believe that Mr. Griswold is qualified to serve as a member of our Board of Directors due to his extensive experience in engineering, project management, and consulting, as well as his knowledge and experience in finance.
				Janet B. Haugen has served as a director and member of the Audit Committee since September 2020, as Chairperson of the Sustainability Committee since its formation in March 2021 and as Lead Independent Director since December 2021. She previously served as the Senior Vice President and Chief Financial Officer of Unisys Corporation from April 2000 to November 2016. She also held positions as Vice President, Controller and Acting Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996. Since May 2019 she has served on the board of directors of Juniper Networks, Inc., which designs, develops and sells high-performance network technology products and services. From 2018 to 2021, she served on the board of directors, as Audit Committee Chair and as a member of the Compensation Committee of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. She also served on the board of directors and was chair of the audit committee of SunGard Data Systems Inc., a software and services company, from 2002 to 2005. Ms. Haugen holds a bachelor’s degree in Economics from Rutgers ~~University.~~University, and also holds a certification from the National Association of Corporate Directors. We believe that Ms. Haugen is qualified to serve on our Board due to her extensive leadership experience as an executive, financial expertise and public company governance experience as a current and prior member of the board of directors and audit committee chair of other public technology companies.


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Brian F. Hughes has served as a director since February 2020 and is the Chairperson of the Audit Committee and a member of the Sustainability Committee. He retired from KPMG LLP in 2019 where he was a partner from 2002 to 2019, serving as National Private Markets Group Leader from 2012 to 2019, National Co-Leader of KPMG’s venture capital practice from 2009 to 2019, and the practice leader of the Technology and Venture Capital group of KPMG’s Philadelphia office from 2002 to 2009. ~~Since 2021,~~ Mr. Hughes has also served on the Board of Directors and as Chairperson of the Audit Committees of CompoSecure, Inc. since 2021, where he also serves on the Compensation Committee, and ~~Omnilit Acquisition~~of Innovid Corp. since 2022. He began his career in 1981 at Arthur Andersen where he was elected partner in 1993. Mr. Hughes holds a B.S. in Economics and Accounting from the Wharton School, University of Pennsylvania and an M.B.A. from the Wharton School, University of Pennsylvania.

We believe that Mr. Hughes is qualified to serve as a member of our Board of Directors due to his extensive financial and accounting experience with both private and public companies, as well as his understanding of public company audit and governance requirements and responsibilities.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.


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PROPOSAL NO. 2 — ADVISORY (NON-BINDING) VOTE ~~ON THE FREQUENCY OF~~
~~FUTURE STOCKHOLDER NON-BINDING ADVISORY VOTES~~ TO APPROVE THE
COMPENSATION ~~PAID TO~~OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

~~Beginning with our annual meeting of stockholders in 2023, as required by~~The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act ~~we will provide~~enable our stockholders ~~with the opportunity~~ to ~~cast~~vote, on a non-binding, advisory ~~vote~~basis, to approve the compensation of our named executive ~~officers.~~officers as described in the Compensation Discussion & Analysis section and the accompanying compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of our executive compensation program philosophy, design, and linkage to stockholder interests. We emphasize pay for performance and market-based compensation are ~~providing our stockholders~~important elements of the Company’s compensation philosophy.

In accordance with the ~~opportunity to cast a non-binding advisory vote to approve the frequency at which we should conduct such non-binding advisory stockholder votes on the compensation~~results of ~~our named executive officers. Stockholders may vote to conduct~~ the non-binding, advisory vote on ~~named~~the frequency of our non-binding, advisory vote on executive ~~officer~~ compensation ~~every~~at our Annual Meeting of Stockholders held on May 26, 2022, our Board determined to implement an annual Say-on-Pay vote.

This year, ~~every two years or every three years, or may abstain from voting.~~in our first Say-on-Pay Vote, the Board of Directors encourages the Company’s stockholders to approve the following resolution (the “Executive Compensation Resolution”):

~~Our Board recommends~~“RESOLVED, that the ~~advisory non-binding vote on named executive officer~~ compensation ~~should be conducted every year so that our stockholders may provide us with frequent feedback on our compensation philosophy, policies and practices,~~paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, included in ~~our proxy statement. This determination was based upon the premise that named executive officer compensation~~this Proxy Statement is evaluated, adjusted and approved on an annual basis by our Sustainability Committee and that the measures that are used in determining performance-based award achievements are annual measures, although we look to both short-term and long-term business outcomes. hereby APPROVED.”

The Sustainability Committee, which administers our executive compensation program, values the opinions expressed by our stockholders in these advisory non-binding votes and will consider the outcome of these votes in making its decisions on future named executive officer compensation, along with other relevant factors.

~~Because this vote~~ The next such Say-on-Pay Vote is ~~advisory in nature and will not~~expected to be ~~binding on us,~~held at the ~~Sustainability Committee, or the Board, our Sustainability Committee and the Board may decide that it is in the best interests~~Company’s 2024 Annual Meeting of our stockholders and the company to hold an advisory non-binding vote on executive compensation more or less frequently than the option approved by our stockholders. Although the vote is non-binding, the Sustainability Committee and the Board value the opinions of our stockholders and will consider the outcome of the vote in making a determination on the frequency at which advisory votes on named executive officer compensation will be conducted.Stockholders.

Vote Required

~~The frequency that receives~~This proposal requires the ~~affirmative~~advisory non-binding vote of the holders of a majority ~~of the~~in voting power of the shares of capital stock of the Company issued and outstanding, whether such holders are present ~~virtually~~in person or ~~represented~~ by proxy and entitled to vote on the proposal will be the frequency recommended by stockholders. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by stockholders.proxy. Abstentions and broker non-votes will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ~~A FREQUENCY~~THE APPROVAL OF ~~ONE YEAR FOR~~ THE ~~STOCKHOLDER ADVISORY VOTE ON~~ EXECUTIVE ~~COMPENSATION.~~COMPENSATION RESOLUTION.


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PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for ~~2022.~~2023.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG LLP are expected to attend the Annual Meeting. The representatives will also have the opportunity to make a statement if they desire to do so, and the representatives are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of KPMG LLP unless you specify otherwise.

~~Audit and Non-Audit Fees~~AUDIT AND NON-AUDIT FEES

The following table presents fees billed for professional audit services and other services rendered to Bentley Systems by KPMG LLP and its affiliates for the fiscal years ended December 31, ~~2021~~2022 and ~~2020.~~2021.

	2021	2020	2022	2021
Audit fees(1)	$4,400,427	$4,181,581	$4,367,740	$4,400,427
Audit-related fees(2)	356,935	—	—	356,935
Tax fees(3)	5,000	6,367	$156,974	5,000
All other fees	—	—	—	—
Total	$4,762,362	$4,187,948	$4,524,714	$4,762,362

(1)

Includes the aggregate fees paid or payable for each of the last two fiscal years for professional services rendered for the audit of the Company’s annual consolidated financial statements and the reviews of interim financial information. The fees include services that are normally provided in connection with statutory or regulatory filings or engagements. The fees for fiscal year 2020 include $2,250,000 related to services provided in connection with the Company’s initial public offering (“IPO”) in September 2020 and subsequent follow-on offering in November 2020.

(2)

Includes fees billed in each of the last two fiscal years for services performed that are related to the Company’s SEC filings and other research and consultation services.

(3)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning. Fees for 2022 relate primarily to pre-approved consulting services rendered in respect of matters related to certain research and development tax credits claimed by the Company.

The Audit Committee considered whether providing services shown in this table (other than services for the audit of the Company’s annual financial statements and the reviews of financial statements) was compatible with maintaining KPMG LLP’s independence and concluded that it was.

~~Pre-Approval Policy for Services of Independent Registered Public Accounting Firm~~PRE-APPROVAL POLICY FOR SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with SEC rules regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all


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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters — Board Committees and Meetings — Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written communications from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Brian F. Hughes, ~~Chair~~
Chairperson
Kirk B. Griswold

Janet B. Haugen


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COMPENSATION DISCUSSION & ANALYSIS

In this Compensation, Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and objectives as well as a description of the material components of our executive compensation program. This CD&A is intended to be read in conjunction with the tables which immediately follow this section, which provide further information relating to NEO (as defined below) compensation for ~~2021~~fiscal year 2022 as well as historical compensation information.

As of December 31, ~~2021,~~2022, the following executive officers constituted our Named Executive Officers (collectively, our “NEOs”):

Name			Position
Gregory SS. Bentley			~~Chairman,~~Chairperson, Chief Executive Officer and President
~~David J. Hollister~~Werner Andre			Chief Financial Officer and Chief ~~Operations Advancement~~Accounting Officer~~(1)~~
Keith A. Bentley(1)			Former Chief Technology Officer
Nicholas H. Cumins			Chief ~~Product~~Operating Officer~~(2)~~
~~Gus Bergsma~~ David J. Hollister(2)			Former Chief ~~Revenue~~Investment Officer

(1)

~~Effective January 1, 2022,~~ In April of 2023, Keith A. Bentley transitioned to the role of Technology Advisor. He remains an employee of the Company as of the date of this Proxy Statement. Keith A. Bentley was an executive officer of the Company for all of fiscal year 2022.

(2)

David J. Hollister ~~became our Chief Investment Officer. He~~ served as ~~Chief Financial Officer~~an executive officer of the Company for ~~the duration~~all of ~~2021.~~

~~(2)~~

~~Effective January 1,~~fiscal year 2022 ~~Nicholas H. Cumins became our Chief Operating Officer.~~and retired on March 31, 2023.

~~Executive Summary~~EXECUTIVE SUMMARY

Our Fiscal ~~2021~~2022 Performance Highlights

Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, project and asset lifecycles, infrastructure sectors, and geographies. In ~~2021,~~2022, our ~~first full year as a public company, we continued to grapple with~~colleagues resiliently surmounted the ~~impact~~challenges of the ~~ongoing~~ pandemic and actually tended to improve the ways ~~in which it has changed the way~~ we all live and work. ~~But as 2021 brought challenges, it also saw~~For Bentley Systems, the year was notable for the achievement of ~~many~~ corporate milestones ~~by Bentley Systems,~~ including:

●

surpassing $1 billion ~~of revenues (including full-year Seequent revenues);~~in revenues;

●

~~expanding into double digits~~realizing our outlook for constant-currency annualized recurring revenue (“ARR”) growth ~~rate~~ of ~~business performance (revenues excluding~~12.5% (excluding ARR acquired ~~Seequent revenues);~~with Power Line Systems during the year) despite exiting Russia; and

●

~~reinforcing~~sustaining our established commitment to significant annual improvement in ~~our adjusted EBITDA margin percentage (normalized not to extrapolate pandemic-caused savings); and~~

●

~~concluding a record number of programmatic acquisitions, along with the platform acquisitions of Seequent and of Power Line Systems (PLS closed in January 2022).~~operating margins.

The Board and the Sustainability Committee believe that the leadership provided by our management team was key to ~~our~~the execution ~~and~~reflected in 2022’s strong ~~performance in 2021.~~performance.

How We Pay for Performance

We seek to attract, motivate and retain a highly skilled management team with the leadership skills that will allow us to succeed in a competitive industry and achieve both annual and long-term business objectives. We embrace a compensation philosophy of offering our executives a competitive compensation and benefits package. Our Sustainability Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward and incentivize executives for focusing on and achieving specific financial and strategic objectives that the Board believes are central to delivering long-term stockholder value.

Our executive compensation program is based on the following principles:

●

Total direct compensation ~~and other compensation elements are~~is targeted to be competitive with peer companies and market practices, in consideration of each executive officer’s scope of responsibility; and


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●

A substantial portion of compensation of the executive officers is at-risk and is highly dependent on financial and operational performance.

Our executive compensation structure consists of base salary as well as cash and equity incentives:

	Base Salary			Base salaries are reflective of an executive officer’s responsibilities and demonstrated performance contributions. Exceptionally, participants in our Bonus Pool Plan receive fixed base salaries that form a relatively minor component of total compensation, as the Bonus Pool Plan forms the substantial majority of participants’ compensation.
	Executive Incentives			We believe it is important that our executives have an opportunity to receive incentives based on individual performance and contributions and corporate achievements. We believe these executive incentive opportunities provide a strong retention vehicle for our executives while incentivizing our executives to deliver long-term stockholder value. Bonus Pool Plan: Three of our NEOs (Gregory S. Bentley, Keith A. Bentley, and David J. Hollister) participate in our Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from decades prior to our initial public offering (“IPO”), established to compensate a limited set of executives with substantial holdings of ~~company~~Company stock. Each Bonus Pool Plan participant is eligible to receive an allocated interest of a bonus pool, which is derived from calculations of our adjusted internal Management Report Operating Income (“MROI”). Our Sustainability Committee reviews and approves all calculations informing Bonus Pool Plan payments. Beginning on September 3, 2020, incentives may be received in cash or fully-vested shares of our Class B common stock at the election of the recipient, and, additionally, may be deferred into our Non-qualified Deferred Compensation Plan. As discussed in further detail below, for 2022, a portion of David J. Hollister’s Bonus Pool Plan compensation was adjusted based upon the performance of the BSY Investments group. Annual Incentives: Our other two NEOs ~~(Gus Bergsma~~(Werner Andre and Nicholas H. Cumins) are eligible for a short-term cash incentive ~~opportunity. For Nicholas H. Cumins, this~~opportunity which is based on personalized management-by-objectives (“MBO”) ~~goals; for Gus Bergsma, this is based 1/3 on personalized MBO goals and 2/3 on the company New Business~~ goals. Equity Incentives: ~~Gus Bergsma~~ Werner Andre and Nicholas H. Cumins also were granted equity awards in ~~2021,~~fiscal year 2022, split between time-vesting RSUs ~~(50%)~~ and performance-vesting ~~PSUs (50%).~~PSUs.


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~~Strong Governance of Our Compensation Program~~STRONG GOVERNANCE OF OUR COMPENSATION PROGRAM

In overseeing our pay structure, our Sustainability Committee regularly reviews best practices in executive compensation and uses the following guidelines to encourage actions that are in the long-term interests of our stockholders and the Company alike. These include:

	What We Do			What We Don’t Do
	✓ Align compensation with stockholder interests ✓ Pay-for-performance philosophy and culture ✓ Majority of pay is performance-based and not guaranteed ✓ Comprehensive clawback policy~~(new in 2021)~~ ✓ Rigorous stock ownership requirements for all executives~~(new in 2021)~~ ✓ Perform an annual risk assessment of our compensation program ✓ Retain aan independent compensation consultant ✓ Review of annual “say on pay” vote			× No guaranteed bonuses × No excessive perquisites × No excise tax gross-ups

~~Compensation Philosophy~~COMPENSATION PHILOSOPHY

Bentley Systems’ compensation philosophy is to employ market-competitive compensation programs and relevant total rewards offerings which will attract and retain talented, dynamic leaders who will further the Company’s mission of providing innovative software to advance the world’s infrastructure — sustaining both global economies and environment. As a controlled, founder-led company we are motivated to utilize compensation structures which lead to long-term appreciation of our common stock as well as other key drivers of Company performance, assuring that our executive compensation program is closely aligned with our overall business strategy as well as our culture and our values.

Our executive compensation program aims to achieve the following main objectives:

●

attract, retain and reward top talent;

●

provide incentives that motivate and reward achievement of our key performance goals to increase long-term stockholder value; and

●

adapt a market-based compensation structure to reflect our founder-led culture and values.

Significantly, our performance-based equity incentives for executives require annual achievement of measured and consistent operating profitability improvement to effectuate the Company’s commitment to constantly improving our overall efficiency, but do not otherwise incent overperformance of short-term profitability, which could impair the potential and pace of long-term growth by circumscribing desirable investments. Rather, subject to simply meeting (but not necessarily exceeding) the institutionalized (but incrementally reasonable) annual margin improvement threshold, our management is purposefully and continuously incented to maximize our long-term growth rate. Accordingly, even though these incentives are awarded annually (rather than each requiring multiple years to be earned), this philosophical design of the plan intentionally minimizes concerns about short-term bias.

~~Compensation Determination Process~~


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COMPENSATION DETERMINATION PROCESS

Role of Sustainability Committee

Our Sustainability Committee is responsible for oversight of executive compensation, talent development, leadership succession and ESG matters. With regards to executive compensation,


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interest. Aon’s work has conformed to the independence factors and guidance provided by the SEC and Nasdaq.

Use of Market Data and Peer Group Analysis

When considering executive compensation decisions, the Sustainability Committee believes it is important to be informed as to current compensation practices of comparable publicly held


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stockholders. Our Sustainability Committee has reviewed the compensation program with regards to compensation-related risk and concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

~~Elements of the Executive Compensation Program~~ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

Our total compensation program consists of fixed elements, such as base salary and benefits, and variable performance-based elements, such as annual and long-term incentives. Our objective is for total direct compensation to be competitive with other companies in our


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Executive Incentive Opportunities

To help create and foster a “pay-for-performance” culture, we provide executives with incentive opportunities. which hold executives accountable and reward executives based on the achievement of key corporate and individual objectives.

Three of our NEOs (Gregory S. Bentley, Keith A. Bentley and David J. Hollister) are grandfathered into the Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Pool Plan”), as described further below. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for holders of significant stock in the ~~company.~~Company.

~~Bonus Pool Plan~~BONUS POOL PLAN

Pursuant to the Bonus Pool Plan, participants are eligible to receive incentive bonuses that are determined based on our Management Report Operating Income, or adjusted operating


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OTHER INCENTIVE PLANS (WERNER ANDRE AND NICHOLAS H. ~~Cumins)~~CUMINS)

Our other two named executive officers, ~~Gus Bergsma,~~Werner Andre, our Chief ~~Revenue~~Financial Officer and Chief Accounting Officer, and Nicholas H. Cumins, our Chief ~~Product~~Operating Officer, have a compensation structure that includes both cash and equity incentive opportunities.

Short-term Incentives

Werner Andre and Nicholas H. Cumins ~~and Gus Bergsma~~ each have an opportunity to earn a cash-based short-term incentive based on individual and/or corporate achievements. Quarterly goal achievement is assessed for each executive.

Werner Andre’s and Nicholas H. Cumins’ ~~his~~ short-term incentive in ~~2021~~fiscal year 2022 is based on ~~his~~their determined achievement versus certain management-by-objectives (“MBO”) goals. Maximum possible achievement was set at 120% of base-salary. Gus Bergsma’s his short-term incentive opportunity is based on both MBO goals and company New Business achievement. The MBO goal achievement is capped at 40% of base salary, while New Business goal achievement is uncapped but subject to a payout curve. All of these goals are pre-set at the beginning of the year and contain a mix of objective and subjective goals. We have elected not to disclose these goals as they are sensitive in nature and doing so could be competitively harmful because this could provide competitors with, among other things, insights into our business strategy, margin details and capabilities. We typically set target performance at levels that are reasonably difficult to achieve relative to historical trends and future expectations at the time the levels are set. For ~~2021,~~fiscal year 2022, Werner Andre and Nicholas H. Cumins each achieved a payout equal to ~~108%~~118.3% of ~~his~~their respective base ~~salary~~salaries against ~~his~~their MBO goals.


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respect to Nicholas H. Cumins’ annual PSU award, the New Business target for fiscal year 2022 excludes New Business from certain activities overseen by our Chief Investment Officer. A maximum of 1.25x of PSUs may be earned upon achievement against the goals. We refer to these awards as the “Annual PSUs.”

Extraordinary Time-vesting RSUs

These extraordinary RSU grants vest 100% on January 31, 2025 and were granted in recognition of the Company’s desire to retain Messrs. Andre and Cumins.

Extraordinary Performance-vesting PSUs

Extraordinary Performance-vesting PSUs have a three-year performance period (the “Performance Period”) and are designed and administered in an effort to align our external reporting with executive incentives. For each year of the Performance Period, one-third of the PSUs are subject to a cliff, whereby no vesting of that portion will occur unless the Company’s applicable margin metrics (which, for 2022, was Adjusted EBITDA margin) also equals or exceeds the relevant target level for such year. Provided such margin targets are met, the total number of PSUs that will vest is based on a measurement of New Business during the Performance Period against a cumulative New Business target for the Performance Period. Final actual vesting will be determined on January 31, 2025.

For the purposes of all the PSUs described above:

●

A margin performance threshold must be met for any awards to be earned. Assuming that threshold is met, performance is measured using ~~2-3~~two to three measures, dependent on the executive. ~~A maximum of 100% of PSUs may be earned upon achievement against the goals.~~ The specific formula and weightings for executives are determined based on level of oversight and responsibility. For ~~the purposes of the PSUs,~~2022, this margin metric was Adjusted EBITDA margin, which is determined by dividing Adjusted EBITDA by total revenues, where Adjusted EBITDA is defined as the Company’s net income adjusted for interest expense, net, provision (benefit) for income taxes, depreciation and amortization, stock-based compensation, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses, ~~expenses associated with the Company’s initial public offering,~~ other non-operating (income) expense, net, and (income) loss from investment accounted for using the equity method, net of tax.

As Operating Council Members, the performance equity incentive vesting in 2021 for Nicholas H. Cumins and Gus Bergsma is 80% based on New Business and Sentiment Score goals, and 20% based on “Get Current” goals. These types of goals are described below. The performance calculation for their PSUs are as follows:

The 2022 Adjusted EBITDA margin target for ~~2021~~the Annual PSUs was ~~32%~~33%, which was met.

●


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Starting in 2023, we expect to administer PSUs, including the Extraordinary Performance-vesting PSUs and their underlying performance metrics, in a manner that incentivizes our executives to be accountable for the full economic costs of the Company’s equity incentive program — which, as a software company, we value highly — and operating capital expenditures. Accordingly, we may elect to utilize margin goals and metrics such as Adjusted operating income inclusive of stock-based compensation (“Adjusted OI w/ SBC”) margin as the relevant margin metric, while excluding the impact of currency exchange fluctuations. Adjusted OI w/ SBC margin is calculated by dividing Adjusted OI w/SBC by total revenues, where Adjusted OI w/SBC is defined as operating income adjusted for the ~~weighted value associated with such day. In aggregate we then calculated an average machine day value~~following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and ~~measured~~realignment expenses (income), for the ~~increase over the previous year.~~relevant period.

~~Nonqualified Deferred Compensation Plan~~NONQUALIFIED DEFERRED COMPENSATION PLAN

We sponsor the Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), which was amended and restated effective September 22, 2020, under which key colleagues, including our named executive officers other than Werner Andre and Nicholas H. Cumins, may defer all or any part of their incentive compensation, and we may make discretionary awards on behalf of such participants. Additionally, we maintain a substantially similar plan for non-employee directors in which Kirk B. Griswold is the sole participant, and under which he may defer all or any part of his director fees. Elective participant deferrals and discretionary ~~company~~Company awards are denominated in phantom shares of our Class B common stock. Several years prior to our ~~initial public offering~~IPO, we made the decision to discontinue Company awards indefinitely. Accordingly, we made no discretionary Company awards to the DCP in ~~2021.~~fiscal year 2022.

For fiscal year ~~2021,~~2022, Keith A. Bentley and ~~Gus Bergsma~~David J. Hollister elected to defer 20% and ~~50%~~95%, respectively, of their ~~2021~~2022 incentive compensation into the DCP. No other NEO deferred any portion of his fiscal year ~~2021~~2022 incentive compensation. The following table shows the number of outstanding phantom shares of our Class B common stock held by each named executive officer as of December 31, ~~2021~~2022 under the DCP, including additional phantom shares acquired as a result of dividend equivalents credited on those phantom shares:

Name			Outstanding Phantom Shares
Gregory S. Bentley			~~3,704,345~~3,021,052
~~David J. Hollister~~Werner Andre			~~2,366,877~~—
Keith A. Bentley			~~3,238,818~~
~~Gus Bergsma~~			~~505,981~~3,236,244
Nicholas H. Cumins			—


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executive officer. Our executive officers may satisfy the guidelines with shares owned directly or indirectly in a trust or by a spouse and/or minor children and with vested stock options or phantom shares held in the DCP. In the case of vested stock options, the aggregate exercise price required to be paid for such shares is deducted in determining the aggregate value of the shares represented by such awards.

Employment Agreements

We do not have employment agreements with any of our named executive officers, other than Nicholas H. Cumins who has executed the Company’s standard form of at-will employment agreement with our German subsidiary. Each of our executive officers, including the NEOs, has executed customary intellectual property assignment agreements for our benefit. Pursuant to those agreements, each of our executive officers has confirmed his or her understanding and agreement that any and all intellectual property and trade secrets (i) related to our business and (ii) contained in our products or systems that such executive has created, developed or otherwise produced or caused to be produced or delivered to us, or will so do in the future, is our property or will be assigned to us. Each executive officer has also agreed to take all further acts that may be necessary to transfer, perfect, and defend our ownership of such property.

None of our executives, including our NEOs, is contractually entitled to any individual severance, golden parachute or similar payments upon a change in control of the Company.

Executive Benefits

All of our full-time colleagues, including our NEOs, are eligible to participate in ~~a standard~~our comprehensive suite of benefit plans such as, in the U.S., medical, dental and vision insurance, paid parental leave, a 401(k) plan, life and disability insurance, health savings accounts, access to employee assistance plans and ~~welfare benefit plans.~~ telehealth options, an employee stock purchase plan, and more.

In addition, ~~we generally provide~~each of our NEOs receives the following ~~benefits to our senior executives, including our NEOs:~~benefits:

●

reimbursement for health and fitness memberships and programs ~~in an amount of up to $12,500 per year;~~

●

~~reimbursement for~~and/or supplemental life and/or disability insurance in an aggregate amount of up to $12,500 per year;

●

reimbursement of certain costs of the executive’s spouse and dependent children to accompany the executive on qualifying business trips in an amount of up to $25,000 per year;

●

an annual vehicle allowance of $15,000; and

●

charitable matching contributions in an amount of up to $12,500 per year.

We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our ~~senior executives, including our~~ NEOs.


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Other Cash Incentives

From time to time, colleagues, including our NEOs, may receive discretionary cash bonuses in recognition of exceptional service to the Company. In addition, colleagues, including our NEOs, receive nominal cash bonuses in recognition of milestone employment anniversaries with the Company.

Accounting and Tax Considerations

The Company accounts for equity-based compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“Topic 718”), which requires the Company to value and record an expense over the service period of the award. Thus, the Company may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense when earned.

The Sustainability Committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. While the Sustainability Committee considers the deductibility of awards as one factor in determining executive compensation, the Sustainability Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

In addition to considering the tax consequences, the Sustainability Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.


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SUSTAINABILITY COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Sustainability Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussions, the Sustainability Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

This report is respectfully submitted by the members of the Sustainability Committee of the Company’s Board of Directors.

Janet B. Haugen, ~~Chair~~
Chairperson
Kirk B. Griswold

Brian F. Hughes


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~~Potential Payments Upon Termination or Change in Control~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We do not have any individual agreements, arrangements or understandings with our NEOs that provide for Company payments upon termination of employment or upon a change in control. Certain of our NEOs have elected to receive distributions from the DCP upon termination of employment. See the section entitled “Ownership of Securities.” ~~In addition, upon~~

Upon a change in control of the Company, all outstanding stock options under the 2015 Plan vest automatically, and the Board of Directors may elect to accelerate the vesting of outstanding restricted stock and unit awards issued under the 2015 Plan and/or 2020 Plan. In addition, in February of 2023, the Sustainability Committee approved a policy to provide for the immediate and fully accelerated vesting of equity awards granted under the 2020 Plan in the event of an award holder’s termination of employment following a Change in Control (as defined in the Plan).

Pursuant to this policy, if a Qualifying Termination (as defined below) occurs during the period beginning 120 days prior to the date of a Change in Control and ending on the first anniversary of such Change in Control, then immediate and fully accelerated vesting of all of such award holder’s outstanding unvested equity awards granted under the Plan and that are assumed in connection with the Change in Control will occur. If the award is subject to performance-based vesting conditions that continue to apply following the Change in Control, then vesting will occur at the target level (i.e., 100%) of performance.

For the purposes of this policy:

●

A “Qualifying Termination” is a termination by the Company of an award holder’s employment other than for Cause (as defined in the Plan) or, in the case of an Executive (as defined below) only, by the Executive award holder for Good Reason;

●

“Good Reason” means the occurrence of any one or more of the following events without the award holder’s prior written consent: (i) material diminution in the award holder’s duties or responsibilities; (ii) a material reduction in the award holder’s total on-target compensation as in effect for the 12-month period immediately prior to such reduction; or (iii) relocation of the award holder’s principal place of business that will require the award holder to travel a materially greater distance on a regular basis (as compared with the award holder’s prior practice), excluding for the avoidance of doubt any travel for business in the course of performing the award holder’s duties for the Company; and

●

“Executive” means any Company officer or employee who at the time of the Change in Control had been designated as an eligible executive of the Company under this policy by the Committee, with such designation remaining in effect until revoked by the Committee.

Unless otherwise determined by the Sustainability Committee, this policy will apply to future awards granted under the Plan and all outstanding awards, including awards held by Werner Andre and Nicholas H. Cumins, each of whom the Sustainability Committee has designated an Executive for the purposes of this policy.

Pursuant to this policy, assuming that each of Werner Andre and Nicholas Cumins were to undergo a Qualifying Termination in connection with a Change in Control on December 31, 2022, each officer would realize the following amounts in respect of accelerated equity awards:

Name	Equity with Accelerated Vesting (#)(1)	Value of Equity with Accelerated Vesting ($)(2)
Werner Andre	91,175	3,369,828
Nicholas H. Cumins	237,511	8,778,406

(1)

Consists of outstanding and unvested restricted stock awards/RSUs and PSUs and, with respect to Werner Andre, includes unvested stock options.

(2)

Calculated by multiplying the number of awards by the closing price of the Company’s Class B common stock on December 30, 2022 and subtracting, as applicable, the aggregate stock option exercise price.

~~Compensation of Directors~~


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COMPENSATION OF DIRECTORS

The following table provides summary information concerning the compensation of each of our ~~non- employee~~non-employee directors for the fiscal year ended December 31, ~~2021.~~2022. Our employee directors for fiscal year ~~2021,~~2022, Gregory S. Bentley and Keith A. ~~Bentley, and Raymond B.~~ Bentley, did not receive any additional compensation for their service on our Board of Directors. The compensation paid to Gregory S. Bentley, who is our President and Chief Executive Officer, and Keith A. Bentley, who is our former Chief Technology Officer, is presented in the section entitled “Executive Compensation” above.

Name	Fees Earned or Paid in Cash ($)	Fees Earned or Paid in Stock ($)(1)	Total ($)	Fees Earned or Paid in Cash ($)	Fees Earned or Paid in Stock ($)(1)	Total ($)
Barry J. Bentley	50,000	—	50,000	50,000	—	50,000
Raymond B. Bentley				50,000	—	50,000
Kirk B. Griswold	100,000	150,000	250,000	100,000	150,000	250,000
Janet B. Haugen	125,000	150,000	275,000	125,000	150,000	275,000
Brian F. Hughes	125,000	150,000	275,000	125,000	150,000	275,000

(1)

Represents the aggregate grant date fair value of stock awards for ~~2021~~fiscal year 2022 computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 15, “Equity Awards and Instruments,” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. For information regarding the beneficial ownership of our Class A and Class B common stock by our directors and executive officers, see the section titled “Ownership of Securities.”

Bentley Systems, Incorporated Non-Employee Director Compensation Policy

The Bentley Systems, Incorporated Independent Director Compensation Policy provides that all non-employee directors will be paid compensation for services provided to us as set forth below:

●

$50,000 payable upon the non-employee director’s first election or appointment to our Board of Directors if upon election such director is an independent director under the rules and regulations of any exchange on which the Company’s stock is listed;

●

if such director has never been an employee of the Company or its subsidiaries, a fully vested award of $100,000 worth of our Class B common stock (awarded pursuant to our 2020 Plan, or any successor plan then in effect), granted upon the non-employee director’s first election or appointment to our Board of Directors;

●

if such director has never been an employee of the Company or its subsidiaries, a fully vested award of $150,000 worth of our Class B common stock (awarded pursuant to our 2020 Plan, or any successor plan then in effect), granted immediately following the non-employee director’s re-election to our Board of Directors at our Annual Meeting of Stockholders;

●

an annual retainer of $50,000 for service on our Board of Directors; and

●

an annual retainer of $50,000 for service on one or more committees of our Board of Directors, or $75,000 if serving as the chairperson on one or more committees of our Board of Directors.

~~of Directors.~~

All cash retainers are paid annually in advance, with 25% of each such retainer deemed to be compensation for each calendar quarter of service during the applicable calendar year. If a


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non-employee director who receives an annual retainer for service as a committee chairperson will not also receive an annual retainer for service as a member of a committee.

Except for the annual retainer for service as the chairperson of a board committee, each non-employee director who has never been an employee of the Company or its subsidiaries may elect to receive his or her annual cash retainer in the form of an award of restricted stock (awarded under our 2020 Plan, or any successor plan then in effect), based on the fair market value of our Class B common stock on the applicable award date, which restricted stock award will be subject to vesting as to 25% of the award at the end of each calendar quarter during the applicable year of service. In ~~2021,~~fiscal year 2022, each non-employee director elected to receive cash compensation in lieu of a restricted stock award.

PAY RATIO DISCLOSURE

Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

Measurement Date

To identify the median employee, we first determined our global employee population consisting of full-time, part-time, seasonal and temporary employees as of November 1, 2022. We excluded 248 non-U.S. employees in the following countries: Chile (17), Colombia (3), Indonesia (6), Malaysia (18), Mexico (37), Pakistan (92), Peru (7), Philippines (24), Romania (19), Russia (2), Slovakia (15) and Turkey (8) under the de minimis exception. These non-U.S. individuals represented less than 5% of our total estimated population. After taking into account this exemption, approximately 1,401 employees in the U.S. and approximately 3,396 employees located outside of the U.S. were considered for identifying the median employee

Consistently Applied Compensation Measure

Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of November 1, 2022: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2022. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2022. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total cash compensation in accordance with the requirements of the Summary Compensation Table.

Pay Ratio

Our median employee compensation in 2022 as calculated using Summary Compensation Table requirements was $83,065. Our Chief Executive Officer’s compensation in 2022 as reported in the Summary Compensation Table was $18,443,020. Therefore, our CEO Pay Ratio for 2022 is approximately 222:1.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions,


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Description of Relationships Between Pay and Performance

Total Shareholder Return

The following chart shows the relationship between: (1) the compensation actually paid (“CAP”) to our CEO and the average CAP to the Non-CEO NEOs; (2) the cumulative total shareholder return (“TSR”) of the Company for 2020 (beginning on its IPO date), 2021 and 2022; and (3) the TSR of The Nasdaq US Benchmark Software Index (“NBSI”) during the same period.

Net Income

The following chart shows the relationship between: (1) the compensation actually paid to our CEO and the average compensation actually paid to the Non-CEO NEOs; and (2) the net income of the Company for the last three fiscal years.


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Adjusted Net Income

The following chart shows the relationship between: (1) the compensation actually paid to our CEO and the average compensation actually paid to the Non-CEO NEOs; and (2) Adjusted Net Income for the last three fiscal years.

Tabular List of Financial Performance Measures

For purposes of the Rule, we have identified the following performance measures, which the Sustainability Committee considered, among others, when making executive compensation decisions for performance year 2022, in response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K.

	Adjusted Net Income			Adjusted EBITDA
	Adjusted EBITDA Margin			New Business

As noted above, however, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial or non-financial performance measure specifically to link executive compensation “actually paid” to Company performance.


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SUSTAINABILITY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The directors who constituted the Sustainability Committee during ~~2021~~fiscal year 2022 were Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. None of the individuals who served as a member of the Sustainability Committee during ~~2021~~fiscal year 2022 was at any time an officer or an employee of Bentley Systems or any of its subsidiaries had any relationship with us requiring disclosure under SEC regulations.

BOARD DIVERSITY MATRIX

The following table sets forth Board level diversity statistics based on self-identification of members of our Board as of ~~April 13, 2022.~~the date of this proxy statement. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix as of April 13, 2022
	Female	Male	Female	Male
Total Number of Directors	7		7
Part I: Gender Identity
Directors	1	6	1	6
Part II: Demographic Background
White	1	6	1	6


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TABLE OF CONTENTS

OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of shares of our common stock as of April ~~5, 2022~~4, 2023 by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC.

Our Class B common stock is not convertible into any other shares of capital stock. Each outstanding share of Class A common stock is convertible at any time at the option of the holder into one share of Class B common stock. In addition, each share of Class A common stock will convert automatically into one share of Class B common stock upon the occurrence of specified events, including any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts primarily for the benefit of the stockholder or the stockholder’s family members, certain entities or fiduciaries controlled by the stockholder or the stockholder’s family members, and transfers by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement. Each share of Class A common stock will also convert automatically into one share of Class B common stock upon the death of a Class A common stockholder, except if such shares are transferred in accordance with the foregoing sentence. Further, each share of Class A common stock will convert into one share of Class B common stock if such conversion is approved by the holders of at least 90% of the then-outstanding shares of Class A common stock or if the Bentley Family ~~(as defined below)~~ ceases to beneficially own, in the aggregate, at least 20% of the issued and outstanding shares of Class B common stock (on a fully diluted basis and assuming the conversion of all issued and outstanding shares of Class A common stock). Once converted into Class B common stock, a share of Class A common stock may not be reissued. ~~“Bentley Family” means the Bentleys and certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families.~~

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned as set forth opposite such person’s name, subject to community property laws where applicable. We have deemed shares of our common stock to be outstanding and beneficially owned by a person for the purpose of computing their percentage ownership if that person has the right to acquire voting or investment power in respect of such common stock within 60 days of April ~~5, 2022.~~4, 2023. Our calculation of the percentage of beneficial ownership is based on 11,601,757 shares of Class A common stock and ~~276,132,534~~279,933,541 shares of Class B common stock outstanding as of April ~~5, 2022.~~4, 2023.


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Except as otherwise indicated, the address of each of the persons in this table is c/o Bentley Systems, Incorporated, 685 Stockton Drive, Exton, Pennsylvania 19341.

	Common stock beneficially owned				% of total voting power(1)	Common stock beneficially owned				% of total voting power(1)
	Class A		Class B			Class A		Class B
Name of Beneficial Owner	Number	%	Number	%		Number	%	Number	%
Executive Officers and Directors:
Keith A. Bentley(2)(9)	3,340,793	28.8%	15,543,439	5.6%	18.4%
Barry J. Bentley(3)(9)	3,340,793	28.8%	12,307,988	4.5%	17.8%
Gregory S. Bentley(4)(9)	1,926,509	16.6%	7,003,050	2.5%	10.3%
Raymond B. Bentley(5)(9)	1,655,397	14.3%	17,411,331	6.3%	10.7%
Keith A. Bentley(2)(11)						3,340,793	28.8%	16,321,017	5.8%	18.4%
Barry J. Bentley(3)(11)						3,340,793	28.8%	12,169,757	4.3%	17.7%
Gregory S. Bentley(4)(11)						1,926,509	16.6%	7,112,433	2.5%	10.2%
Raymond B. Bentley(5)(11)						1,655,397	14.3%	16,162,949	5.8%	10.4%
Kirk B. Griswold(6)	—	—	472,378	*	*	—	—	419,374	*	*
Brian F. Hughes	—	—	20,000	*	*	—	—	21,544	*	*
Janet B. Haugen	—	—	11,698	*	*	—	—	16,242	*	*
David J. Hollister(7)	—	—	555,662	*	*	—	—	1,226,183	*	*
Gus Bergsma(7)	—	—	454,756	*	*
Werner Andre(8)						—	—	214,099	*	*
Nicholas H. Cumins(9)	—	—	16,803	*	*	—	—	44,303	*	*
All executive officers and directors as a group (12 persons)(8)	10,263,492	88.5%	54,552,241	19.8%	57.5%
All executive officers and directors as a group (12 persons)(10)						10,263,492	88.5%	53,107,696	19.0%	56.9%
5% Stockholders:
Richard P. Bentley(9)(10)	1,000,000	8.6%	—	—	4.7%
SPT Invest Management Sarl(11)	—	—	18,169,645	6.6%	3.0%
The Vanguard Group(12)	—	—	17,547,781	6.4%	2.9%
Richard P. Bentley(11)(12)						1,000,000	8.6%	—	—	4.7%
The Vanguard Group(13)						—	—	20,101,992	7.2%	3.3%

*

~~Represents beneficial ownership of~~Indicates less than 1% ~~of class.~~.

(1)

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class.

(2)

Includes (i) ~~2,059,208~~2,080,470 shares of Class B common stock distributable under our DCP within 60 days of April ~~5, 2022~~4, 2023 assuming Keith A. Bentley’s termination of employment on such date and (ii) 92,654 shares of Class B common stock held in our 401(k) plan. Excludes ~~35,195,472~~35,292,974 shares of Class B common stock held by various trusts of which Keith A. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Keith A. Bentley disclaims beneficial ownership.

(3)

Includes 92,654 shares of Class B common stock held in our 401(k) plan. Excludes ~~32,863,279~~29,735,102 shares of Class B common stock held by various trusts of which Barry J. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Barry J. Bentley disclaims beneficial ownership.

(4)

Includes (i) ~~2,000,000~~2,500,000 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A., (ii) ~~974,783~~978,428 shares of Class B common stock distributable under our DCP within 60 days of April ~~5, 2022~~4, 2023 assuming Gregory S. Bentley’s termination of employment on such date, (iii) 92,654 shares of Class B common stock held in our 401(k) plan and (iv) 137,512 shares of Class B common stock held by Gregory S. Bentley’s spouse. Excludes ~~27,890,809~~28,880,641 shares of Class B common stock held by various trusts of which Gregory S. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Gregory S. Bentley disclaims beneficial ownership.

(5)

Includes 92,654 shares of Class B common stock held in our 401(k) plan. Excludes ~~2,097,400~~2,401,678 shares of Class B common stock held by ~~a trust~~trusts of which Raymond B. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Raymond B. Bentley disclaims beneficial ownership.

(6)

Includes ~~17,500~~(i) 10,000 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April ~~5, 2022.~~4, 2023 and (ii) 11,241 shares of Class B common stock subject to a scheduled distribution from our DCP within 60 days of April 4, 2023.

(7)

Includes (i) ~~93,616~~513,813 shares of Class B common stock distributable under our DCP within 60 days of April 4, 2023 in connection with David J. Hollister’s termination of employment with the Company on March 31, 2023 and (ii) 606,251 shares of Class B common stock otherwise subject to a scheduled distribution from our DCP within 60 days of April 4, 2023.

(8)

Includes (i) 68,750 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April ~~5, 2022,~~4, 2023, (ii) ~~28,466~~960 shares of Class B common stock ~~held in our 401(k) plan~~issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023 (iii) and (iii) ~~314,571~~91,512 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A.

(9)

Includes 3,084 shares of Class B common stock issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023.

(10)

Includes (i) an aggregate total of 2,651,496 shares of Class B common stock pledged as security for credit facilities from PNC Bank, N.A. and Morgan Stanley Private Bank, National ~~Association.~~

~~(8)~~

~~Includes (i) 275,116~~Association, (ii) 182,750 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April ~~5, 2022, (ii) 24,797~~4, 2023, (iii) 3,058,898 shares of Class B common stock distributable under our DCP within 60 days of April ~~5, 2022 and (iii) 431,718~~4, 2023 assuming such persons’ termination of employment on such date, (iv) 20,598 shares of Class B common stock subject to scheduled distributions from our DCP within 60 days of April 4, 2023, (iv) 6,727 shares of Class B common stock issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023, (v) 403,251 shares of Class B common stock held in our 401(k) ~~plan.~~ plan and (vi) 457,512 shares of Class B common stock held indirectly by spouses and/or grantor retained annuity trusts.


				58


	Gregory S. Bentley, 6667 ~~Chairman,~~Chairperson, Chief Executive Officer and President			Keith A. Bentley, 6364 Former Chief Technology Officer and Director			Barry J. Bentley, Ph.D., 6566 Director			Raymond B. Bentley, 6162 Director

~~2021~~2022 Peer Group
Akami Technologies	~~Cloudera~~Dropbox	~~PTC~~RingCentral
Anaplan	~~Dropbox~~Fair Isaac	~~RealPage~~Splunk
ANSYS	~~Fair Isaac~~Guidewire Software	~~RingCentral~~Tenable Holdings
Aspen Technology	~~Guidewire Software~~	~~Splunk~~
~~Avalara~~	Manhattan Associates	Tyler Technologies
Cadence Design Systems	MicroStrategy	VeriSign
Ceridian HCM	Nuance Communications	Zendesk
	PTC

Name	2020 Base Salary	2021 Base Salary			% Change	2021 Base Salary	2022 Base Salary			% Change
Gregory S. Bentley	$200,000		$	200,000	—	$200,000		$	200,000	—
David J. Hollister	$200,000		$	200,000	—
Werner Andre						—		$	400,000	—
Keith A. Bentley	$200,000		$	200,000	—	$200,000		$	200,000	—
Nicholas H. Cumins(1)			$	440,742(1)		$440,742		$	652,944	48.1%
Gus Bergsma			$	385,613
David J. Hollister						$200,000		$	200,000	—

Name	Time-vesting RSUs (#)	Performance-vesting PSUs (#)	Time- vesting RSUs (#)	Annual Performance- vesting PSUs (#)	Extraordinary Time- vesting RSUs (#)	Extraordinary Performance- vesting PSUs (#)
Werner Andre			13,580	13,580 (16,975 maximum)	23,148	23,148
Nicholas H. Cumins	12,263	12,263	22,525	22,525 (28,156 maximum)	77,161	77,161
Gus Bergsma	10,393	10,393

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)		Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Gregory S. Bentley Chairman, Chief Executive Officer and President		2021		200,000		450		12,560,818		4,899,533		22,125		17,682,926
		2020		200,000		3,130		2,393,373		11,837,710		28,490		14,462,703
		2019		200,000		—		—		12,130,273		30,618		12,360,891
David J. Hollister Former Chief Financial Officer and Chief Operations Advancement Officer		2021		200,000		—		—		5,886,504		47,125		6,133,629
		2020		200,000		3,130		893,048		3,857,995		54,636		5,008,809
		2019		200,000		1,000		—		4,045,398		52,956		4,299,354
Keith A. Bentley Chief Technology Officer and Director		2021		200,000		—		7,815,620		2,069,267 (6)		22,125		10,097,012
		2020		200,000		3,130		1,657,917		6,647,764		23,020		8,531,831
		2019		200,000		—		—		7,077,226		28,748		7,305,974
Gus Bergsma Chief Revenue Officer		2021		385,613		600		1,037,845		339,563 (6)		43,229		1,806,850
Gus Bergsma Chief Revenue Officer
Nicholas H. Cumins (7) Former Chief Product Officer		2021		440,742		—		1,224,583		456,533		31,792		2,153,650
Nicholas H. Cumins (7) Former Chief Product Officer
Gregory S. Bentley Chairperson, Chief Executive Officer and President																2022		200,000		—		13,816,452		4,377,168		49,400		18,443,020
																2021		200,000		450		12,560,818		4,899,533		22,125		17,682,926
																2020		200,000		3,130		2,393,373		11,837,710		28,490		14,462,703
Werner Andre Chief Financial Officer and Chief Accounting Officer																2022		400,000		—		2,883,883		486,341		40,438		3,810,662
Keith A. Bentley Former Chief Technology Officer; Director																2022		200,000		—		8,596,904		2,042,678 (6)		24,400		10,863,982
																2021		200,000		—		7,815,620		2,069,267		22,125		10,097,012
																2020		200,000		3,130		1,657,917		6,647,764		23,020		8,531,831
Nicholas H. Cumins (7) Chief Operating Officer																2022		652,944		—		7,827,345		814,033		37,495		9,331,817
Nicholas H. Cumins (7) Chief Operating Officer																2021		440,742		—		1,224,583		456,533		31,792		2,153,650
David J. Hollister Former Chief Investment Officer																2022		200,000		300		—		5,377,104 (6)		51,443		5,628,847
																2021		200,000		—		—		5,886,504		47,125		6,133,629
																2020		200,000		3,130		893,048		3,857,995		54,636		5,008,809


	Kirk B. Griswold(1)(2), 6061 Director			Janet B. Haugen(1)(2)(3), 6364 Director			Brian F. Hughes(1)(2)(4), 6364 Director

Position			Required Ownership (as a multiple of base salary)
CEO			5x
All other named executive officers			2x

Named Executive Officer	Year	Matching Contributions ($)(a)	Vehicle and Health and Fitness Club Allowances ($)	Supplemental Insurance Reimbursement ($)	Cash Dividends Paid on Stock Awards ($)(b)	Matching Charitable Contributions ($)	Total ($)	Year	Matching Contributions ($)(a)	Vehicle and Health and Fitness Club Allowances ($)	Family Travel Reimbursement ($)	Cash Dividends Paid on Stock Awards ($)(b)	Matching Charitable Contributions ($)	Total ($)
Gregory S. Bentley	2021	7,125	15,000	—	—	—	22,125	2022	9,400	15,000	25,000	—	—	49,400
Werner Andre								2022	9,106	27,127	—	4,205	—	40,438
Keith A. Bentley								2022	9,400	15,000	—	—	—	24,400
Nicholas H. Cumins								2022	8,799	14,998	—	13,698	—	37,495
David J. Hollister	2021	7,125	15,000	12,500	—	12,500	47,125	2022	6,717	27,233	4,993	—	12,500	51,443
Keith A. Bentley	2021	7,125	15,000	—	—	—	22,125
Gus Bergsma	2021	7,125	21,012	—	3,092	12,000	43,229
Nicholas H. Cumins	2021	8,964	15,279	—	7,549	—	31,792

Name	Stock Awards Issued in Respect of Bonus Pool Plan Payments (#)(1)	Value of Stock Awards Issued in Respect of Bonus Pool Plan ($)(2)	RSUs Subject to Time-Based Vesting (#)	Value of RSUs Subject to Time-Based Vesting ($)(3)	RSUs Subject to Performance- Based Vesting (#)	Value of RSUs Subject to Performance- Based Vesting ($)(4)	Stock Awards Issued in Respect of Bonus Pool Plan Payments (#)(1)	Value of Stock Awards Issued in Respect of Bonus Pool Plan ($)(2)	RSUs Subject to Time-Based Vesting (#)	Value of RSUs Subject to Time-Based Vesting ($)(3)	RSUs Subject to Performance- Based Vesting (#)	Value of RSUs Subject to Performance- Based Vesting ($)(4)
Gregory S. Bentley	252,697	12,560,818	—	—	—	—	359,868	13,816,452	—	—	—	—
Werner Andre							—	—	36,728	1,441,941	36,728	1,441,941
Keith A. Bentley	157,233	7,815,620	—	—	—	—	223,918	8,596,904	—	—	—	—
Gus Bergsma	—	—	10,393	518,922	10,393	518,922
Nicholas H. Cumins	—	—	12,263	612,291	12,263	612,291	—	—	99,686	3,913,672	99,686	3,913,672

	Stock Awards								Option Awards
Name	Number of shares or units of stock that have not vested (#)(1)		Market value of shares or units of stock that have not vested ($)(2)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2)		Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)		Option exercise price ($)		Option expiration date
Gus Bergsma		25,816		1,247,687		10,393		502,293		100,990 (4)		—		3.88		2/28/2022
Gus Bergsma										70,500 (5)		23,500 (5)		5.305		5/28/2023
Nicholas H. Cumins		55,256		2,670,522		12,263		592,670		—		—		—		—

Name(1)	Executive Contributions in 2021 via Elective Deferrals ($)	Company Contributions in 2021($)	Aggregate earnings in 2021 ($)(2)	Aggregate withdrawals/ distributions in 2021 ($)	Aggregate Balance at December 31, 2021 ($)(3)	Executive Contributions in 2022 via Elective Deferrals ($)	Company Contributions in 2022($)	Aggregate earnings in 2022 ($)(2)	Aggregate withdrawals/ distributions in 2022 ($)	Aggregate Balance as of December 31, 2022 ($)(3)
Gregory S. Bentley	—	—	443,911	—	179,030,996	—	—	365,599	33,079,936	111,658,085
Keith A. Bentley						2,042,678	—	385,162	3,283,313	119,611,590
David J. Hollister	—	—	1,295,279	15,332,642	172,039,890	5,108,249	—	241,344	24,352,707	119,116,244
Keith A. Bentley	2,069,267	—	386,545	3,130,610	156,532,113
Gus Bergsma	163,456	—	150,867	865,827	36,565,109

Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(2) ($)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3), (4) ($)	Average Compensation Actually Paid to Non- PEO Named Executive Officers(3), (5) ($)	Value of Initial Fixed $100 Investment Based On:(6)		Net Income ($in millions)	Adjusted Net Income ($in millions)(8)
Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(2) ($)			Total Shareholder Return ($)	Peer Group Total Shareholder Return(7) ($)	Net Income ($in millions)	Adjusted Net Income ($in millions)(8)
2022	18,443,020	18,443,020	7,408,828	6,930,769	111.06	99.08	174.8	274.5
2021	17,682,926	17,682,926	5,047,786	5,293,179	144.76	147.89	93.2	267.9
2020	14,462,703	14,467,137	6,770,320	6,774,754	121.07	113.02	126.5	193.3

Description	2020 ($)	2021 ($)	2022 ($)
Change in Pension Value Deduction	—	—	—
Pension Service Cost Addition	—	—	—
Prior Pension Service Cost Addition	—	—	—
Stock and Option Awards Adjustment(a)	4,434	—	—

Year	Subtract: Grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year	Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Year	Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Subtract: Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year	Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	Sum: Total Equity Award Adjustments
2022	(13,816,452)	—	—	13,816,452	—	—	—	—
2021	(12,560,818)	—	—	12,560,818	—	—	—	—
2020	(2,393,373)	—	—	2,397,807	—	—	—	4,434

Year	Subtract: Grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year	Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Year	Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Subtract: Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year	Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	Sum: Total Equity Award Adjustments
2022	(4,827,033)	2,524,066	(156,782)	2,149,225	(167,535)	—	—	(478,059)
2021	(2,519,513)	547,891	160,846	1,953,906	232,301	(130,038)	—	245,393
2020	(1,275,482)	—	—	1,279,916	—	—	—	4,434

	~~2022~~
	~~Proxy~~ ~~Statement~~