DEF: Bentley Systems Sets Date for 2025 Annual Stockholders Meeting, Outlines Proxy Proposals

Bentley Systems will hold its annual stockholders meeting virtually on May 22, 2025, to vote on director elections, executive compensation, and the ratification of its accounting firm.

Summary

• Bentley Systems, Incorporated will hold its Annual Meeting of Stockholders on May 22, 2025, in a virtual format.
• Stockholders of record as of March 31, 2025, are eligible to vote.
• The meeting will address the election of directors, an advisory vote on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2025.
• The Board of Directors recommends voting for the election of each director nominee, the approval of executive compensation, and the ratification of KPMG LLP.
• Proxy materials were first sent to stockholders on or about April 11, 2025.
• The company's Board consists of eight directors.
• Gregory S. Bentley transitioned from CEO to Executive Chairperson and President in July 2024, with Nicholas H. Cumins becoming the new CEO.
• The company's executive compensation program includes base salary, short-term incentives, long-term incentives (equity), and a Bonus Pool Plan (for Gregory S. Bentley only).
• The company's Sustainability Committee oversees executive compensation, talent development, and ESG matters.
• The company's stock ownership guidelines require executives to own company stock equal to a multiple of their base salary.
• The company has a clawback policy that allows for the recovery of incentive-based compensation in the event of an accounting restatement.
• The company's Insider Trading Policy prohibits directors and employees from trading in public options or hedging company securities without pre-clearance.
• The company's ESG strategy focuses on handprint, environmental impact, social responsibility, and governance.
• The company's Nominating Committee is responsible for the selection and evaluation of nominees to the Board and its committees.
• The company's Audit Committee is responsible for the selection, retention, termination, compensation and oversight of the work of an independent public accounting firm.
• The company's Sustainability Committee is responsible for oversight of executive compensation, talent development and ESG matters.
• The company's Nominating Committee is responsible for the selection and evaluation of nominees to the Board and its committees.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's governance and executive compensation. The sentiment is neutral to positive, reflecting the company's efforts to maintain good governance practices and align executive compensation with stockholder interests.

Positives

• The company has strong corporate governance practices, including stock ownership guidelines, a clawback policy, and an insider trading policy.
• The company is committed to ESG initiatives and has a Sustainability Committee overseeing these efforts.
• The company has a Nominating Committee, Audit Committee, and Sustainability Committee, each composed entirely of independent directors.
• The company has a robust stockholder engagement program and values stockholder feedback.
• The company's executive compensation program is designed to align with stockholder interests and reward performance.
• The company has a comprehensive suite of benefit plans for its employees, including NEOs.

Negatives

• The company is a controlled company under Nasdaq rules, which exempts it from certain corporate governance standards, including the requirement that a majority of the Board of Directors consists of independent directors.

Risks

• The document mentions cybersecurity risks and the need for ongoing oversight of risk management.
• The document mentions the need to monitor emerging regulations in relevant jurisdictions and prepare to meet all applicable aspects of compliance.

Future Outlook

The company intends to continue its outreach to stockholders to complement other stockholder interactions and ensure that stockholders have different avenues to engage and provide input.

Management Comments

• Gregory S. Bentley: 'Thank you for your continued support of Bentley Systems, Incorporated.'

Industry Context

The document provides insight into Bentley Systems' corporate governance and executive compensation practices, which are influenced by Nasdaq listing rules and peer company practices in the application software industry.

Comparison to Industry Standards

• The Sustainability Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements.
• The 2024 peer group includes Akamai Technologies, Altair Engineering, Inc., ANSYS, Inc., Aspen Technology, Inc., Autodesk, Inc., Cadence Design Systems, Dayforce (formerly Ceridian HCM), DocuSign, Dropbox, Fair Isaac, Guidewire Software, Manhattan Associates, MicroStrategy, Okta, PTC, Splunk, Tyler Technologies, and Verisign.
• The general criteria used for selecting peers were industry (application/systems software), revenues (between $370 million and $3.7 billion), market capitalization (between $5.0 billion and $50 billion), and headcount (between 1,600 to 16,000 employees).

Management Changes

Corporate Governance

Related Party Transactions

• In February of 2022, after review and approval by the Audit Committee, we sold a 50% interest in an aircraft owned by, our subsidiary Bentley Systems Aviation, LLC (Bentley Aviation), to an entity (the Purchaser) controlled by Gregory S. Bentley, our Executive Chairperson and President, for an aggregate purchase price of $2.38 million.
• Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley and Richard P. Bentley and certain of their permitted transferees are parties to an amended and restated stockholders agreement (the Stockholders Agreement), to which we are not a party.

Stakeholder Impact

• The document outlines matters to be voted on by stockholders, including director elections and executive compensation.
• The document details the company's commitment to ESG initiatives, which can impact employees, communities, and the environment.
• The document describes the company's executive compensation program, which is designed to align with stockholder interests and reward performance.

Next Steps

• Stockholders are encouraged to vote their shares by proxy on the Internet, by telephone, or by completing, signing and promptly returning a proxy card, or they may vote via the Internet at the Annual Meeting.
• The Board will consider the outcome of the advisory vote on executive compensation when making decisions on future named executive officer compensation.

Key Dates

Keywords

proxy statement, annual meeting, corporate governance, executive compensation, ESG, directors, stockholders, KPMG, Bentley Systems