DEF 14A of Bentley Systems Inc
Filed Apr 12, 2024 · FY20230001104659-24-046769
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Bylaws provide that the number of directors will be determined from time to time by resolution of our Board of Directors. We currently have seven directors on the Board of Directors. Upon election, each director is elected for a one-year term and serves until a successor is duly elected and qualified. Any additional directorships resulting from death, resignation, increase in the number of directors, or otherwise may be filled for the unexpired term by a majority vote of the remaining directors then in office. Directors may be removed with or without cause by the affirmative vote of a majority of the combined vote of our then-outstanding shares of Class A and Class B common stock, voting together as a single class. Upon the recommendation of the Nominating Committee, the full Board of Directors has considered and nominated the following slate of nominees to serve as directors for a one-year term expiring at the 2025 Annual Meeting of stockholders: Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley, Kirk B. Griswold, Janet B. Haugen and Brian F. Hughes. Action will be taken at the Annual Meeting for the election of these director nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 The following information describes the offices held, ages (as of the date of this Proxy Statement), other business directorships and the term of service of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Board and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | | | | | Gregory S. Bentley, 68 Chairperson, Chief Executive Officer and President | Keith A. Bentley, 65 Former Chief Technology Officer and Director | Barry J. Bentley, Ph.D., 67 Director | Raymond B. Bentley, 63 Director |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
| | | | | Kirk B. Griswold(1)(2), 62 Director | Janet B. Haugen(1)(3), 65 Director | Brian F. Hughes(1)(4), 65 Director |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024
(1)
Chairperson of the Audit Committee
| | Gregory S. Bentley has served as President and 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 most recently served as our Chief Technology Officer until early 2023, a position he held since 2000. He retired from employment with the Company at the end of 2023. 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 Chairperson of our Board of Directors. Prior to 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. |
Chairperson of the Audit Committee
| | 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 the Chairperson of the Nominating Committee and a member of 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. |
Chairperson of the Audit Committee
| | Janet B. Haugen has served as a director and member of the Audit Committee since September 2020, as a member of the Nominating Committee since its formation in September 2023, 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. In 2023, she joined the Board of NCR Voyix Corporation, a global provider of digital commerce solutions, where she chairs the Audit Committee and serves on the Compensation Committee. 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, 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. | | | 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 and Nominating 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. 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 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. |
Primary Elements of Compensation
| Pay Element | How It’s Paid | Purpose | | Bonus Pool Plan (CEO only) | Cash and Equity (Variable) | Gregory S. Bentley, our Chairperson, Chief Executive Officer and President participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from decades prior to our IPO and was established to compensate a limited set of executives with substantial holdings of Company stock. As a Bonus Pool Plan participant, Gregory S. Bentley is eligible to receive an allocated interest of a bonus pool, which is derived from calculations of our adjusted MROI. Our Sustainability Committee reviews and approves all calculations informing Bonus Pool Plan payments. Awards earned from the Bonus Pool Plan 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. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for Gregory S. Bentley as a significant Company stockholder. | | Base Salary | Cash (Fixed) | Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | | Short-Term Incentives | Cash (Variable) | Provide annual incentive opportunities that reward executives based on the achievement of key corporate and individual objectives. | | Long-Term Incentives | Equity (Variable) | Provide incentives to execute on financial and/or strategic goals that drive the creation of stockholder value and support the Company’s retention strategy. |
Use of Market Data and Peer Group Analysis
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 companies in the applications software industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each executive’s specific expertise and experience. With the assistance and recommendations of Aon, in March 2023, the Sustainability Committee developed a peer group of reference companies to provide a broad perspective on competitive pay levels and practices and to use when setting 2023 compensation levels. The 2023 peer group is similar to the peer group used for 2022, although we removed three companies that were acquired subsequent to 2022 peer group selection and are thus no longer publicly-traded (Anaplan, Nuance
Use of Market Data and Peer Group Analysis
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Use of Market Data and Peer Group Analysis
Communications and Zendesk). In addition, we added three companies that reflect the general criteria listed below (DocuSign, Okta and Twilio). When selecting appropriate peers, the general criteria used were: ♦ industry — publicly traded companies in the application/systems software industry; ♦ revenues — between $300 million and $2.7 billion (approximately 0.3x to 3.0x of Bentley Systems’ then projected annual revenues); ♦ market capitalization — between $4.9 billion and $43.7 billion (approximately 0.3x to 3.0x of Bentley Systems’ then current market value); and ♦ headcount — 1,350 to 12,300 employees (approximately 0.3x to 3.0x of Bentley Systems’ headcount). For purposes of setting compensation levels for fiscal year 2023, the following 19 public companies were selected as our peer group:
Use of Market Data and Peer Group Analysis
| 2023 PEER GROUP | | | | Akamai Technologies | Dropbox | RingCentral | | ANSYS | Fair Isaac | Splunk | | Aspen Technology | Guidewire Software | Tenable Holdings | | Cadence Design Systems | Manhattan Associates | Twilio | | Ceridian HCM | MicroStrategy | Tyler Technologies | | DocuSign | Okta | Verisign | | | PTC | |
Use of Market Data and Peer Group Analysis
In reviewing our executive officer compensation, including for our NEOs, 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 committee uses our compensation peer group as one data source among many when setting executive pay packages. Although useful as a reference, the Sustainability Committee does not target a percentile within this peer group as a specific objective. Instead, our compensation decisions are based on the consideration of many factors, including, but not limited to, individual and Company performance, scope of job, market data, internal equity, experience, and strategic needs. As a result of evaluating compensation based on the criteria described above, total target compensation for our NEOs may, in certain circumstances, be above or below the median levels of our peer group.
Bonus Pool Plan (CEO only)
Bonus Pool Plan (CEO only) As described above in this CD&A under the section “Primary Elements of Compensation,” Gregory S. Bentley, our Chairperson, Chief Executive Officer and President, participates in a different incentive plan from the other NEOs, called the Bonus Pool Plan. The Bonus Pool Plan is a legacy plan from decades prior to our IPO and was established to compensate a limited set of executives with substantial holdings of Company stock. The Sustainability Committee believes this unique plan continues to be an appropriate compensation vehicle for Gregory S. Bentley as a significant Company stockholder. Under the Bonus Pool Plan, participants are eligible to receive incentive bonuses based on our Management Report Operating Income, or adjusted operating income, as determined by our internal management accounts (“MROI”). The Bonus Pool Plan may be funded with up to an aggregate of 20% of our adjusted MROI (as adjusted for accounting anomalies and other items identified as non-GAAP charges), minus (a) the value of certain incentive compensation paid to or reserved for senior management members and others employees who do not participate in the Bonus Pool Plan; (b) allowed charitable contributions recommended by the plan participants; and (c) any other amount recommended by a majority of participants, subject to approval by our non-employee directors. Payments are determined and made quarterly to plan participants based on each such participant’s allocated interest in the bonus pool. With respect to fiscal year 2023, Gregory S. Bentley was allocated a 36.4% (12/33) interest. A participant may elect to defer any portion, or all, of such participant’s incentive bonus payable into the Non-qualified Deferred Compensation Plan (“DCP”). In 2023, Gregory S. Bentley did not elect to defer any of his Bonus Pool Plan compensation into the DCP. Participants also have the ability to elect to receive any portion, or all, of such participant’s non-deferred incentive bonus in cash or in shares of fully vested Class B common stock, issued under our 2020 Omnibus Incentive Plan (the “2020 Plan”). Such election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid. Notwithstanding
Bonus Pool Plan (CEO only)
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Bonus Pool Plan (CEO only)
participants’ elections to receive shares of fully vested Class B common stock in respect of their non-deferred incentive bonus payments, if, in any calendar quarter, the aggregate dollar value of shares of fully vested Class B common stock payable in respect of the non-deferred incentive bonuses exceeds $7.5 million, the portion of each participant’s non-deferred incentive bonus payable in shares of fully vested Class B common stock will be reduced pro rata such that the $7.5 million limit is not exceeded, and, for each affected participant, the amount of such reduction will be payable in cash. For fiscal year 2023, Gregory S. Bentley elected to receive 75% of his Bonus Pool Plan compensation in the form of stock.
Short-term Cash Incentives
Short-term Cash Incentives Our NEOs other than Gregory S. Bentley (our “Non-PEO NEOs”) 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. Each Non-PEO NEO’s short-term incentive in fiscal year 2023 was based on his determined achievement versus certain management-by-objectives (“MBO”) goals, other than Brock Ballard, for whom two-thirds of his short-term incentive compensation was based upon the attainment of certain New Business growth targets, while one-third of such compensation was determined by his achievement of MBO goals. Our New Business target performance metric is discussed below under “— Equity Incentives — Performance RSUs”. All of these goals and targets, as applicable, 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 fiscal year 2023, our Non-PEO NEOs achieved the following payouts relative to their applicable on-target incentive cash compensation:
Short-term Cash Incentives
| Name | Percentage Attained | | Werner Andre | 118% | | Brock Ballard | 102% | | Michael M. Campbell | 95% | | Nicholas H. Cumins | 106% |
Equity Incentives
Equity Incentives Equity compensation is a key component of our executive compensation program. Our equity incentive plans are designed to align the long-term interests of participants with the creation of long-term value for our stockholders as well as support our talent retention objectives. The Sustainability Committee determines the size of equity grants according to each executive officer’s position, responsibilities and individual performance, among other factors. To help with this process, the Sustainability Committee references peer group and industry data and practices provided by Aon. The Sustainability Committee has the discretion to give relative weight to any of these factors as it determines an appropriate size of equity grants. In fiscal year 2023, we granted our executives who do not participate in the Bonus Pool Plan both time-vesting restricted stock units (“RSUs”) and performance-vesting RSUs (“PSUs”). This decision was based, in part, on market analysis as an appropriate mix for our equity program.
Equity Incentives
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Equity Incentives
| Name | Time- vesting RSUs (#) | Annual Performance- vesting PSUs (#) | | Werner Andre | 14,917 | 14,917 (18,646 maximum) | | Brock Ballard(1) | 38,047 | 10,991 (13,738 maximum) | | Michael M. Campbell | 16,173 | 16,173 (20,216 maximum) | | Nicholas H. Cumins | 19,467 | 19,467 (24,333 maximum) |
Equity Incentives
In addition to an annual RSU grant, includes a grant of 27,056 time-vesting RSUs granted in connection with Brock Ballard’s promotion to Chief Revenue Officer in January of 2023. These RSUs vest in one-quarter increments on each of January 1, 2024, 2025, 2026 and 2027. Time-vesting RSUs. These annual RSU grants vest over four years in annual installments, beginning with the first anniversary of the date of grant. In 2023, in addition to his annual RSU grant, Brock Ballard received a grant of 27,056 time-vesting RSUs in connection with his promotion to Chief Revenue Officer, which vest in equal one-quarter increments on January 1, 2024, 2025, 2026 and 2027. Performance-vesting PSUs. Performance-vesting PSUs granted in 2023 vest based on the following targets and criteria: Performance-vesting PSUs have a one-year performance period (the “Performance Period”) and are designed and administered in an effort to align our external reporting with executive incentives. All awarded PSUs are subject to a cliff, whereby no vesting will occur unless the Company’s Adjusted Operating Income with stock-based compensation (“Adjusted OI w/SBC”) margin metric equals or exceeds the established target level. Provided such margin target is met, the total number of PSUs that will vest is based on a measurement of New Business during the Performance Period against a New Business target for the Performance Period. Maximum vesting for the PSUs in 2023 was capped at 125% of the award initially granted. For the purposes of the PSUs described above: ♦ Adjusted OI w/SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods. ♦ Adjusted OI w/ SBC margin is calculated by dividing Adjusted OI w/SBC by total revenues for the relevant period. The 2023 Adjusted OI w/ SBC margin target for 2023 was 26%, and the Company achieved a 26.4% Adjusted OI w/ SBC margin. ♦ Annual New Business targets are weighted measures of the growth of recurring subscriptions, sales of licenses as booked and billed, and recognized revenues for services delivered. New Business targets exclude certain acquired revenues and control for the impacts of Company price increases and currency exchange fluctuations. The Sustainability Committee approved New Business goals with the objectives of accelerating top line revenue performance and growing our recurring business. New Business growth correlates with ARR and GAAP revenue growth as a leading indicator. The main elements comprising New Business are the growth over the prior year of the annualized contract value of annual recurring subscriptions, amounts booked and billed for license sales, amounts paid for monthly subscriptions and recognized revenues for project services and training. New Business targets exclude certain acquired revenues and control for the impacts of Company price increases and currency exchange fluctuations. While objective goals have been set, we believe that detailed goals within each of these categories are sensitive information and full disclosure of all the specifics would be competitively harmful. 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. Furthermore, we believe that the balance
Equity Incentives
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Equity Incentives
of having Adjusted OI w/ SBC margin as a threshold metric and New Business growth as our core metric ensures that executives are focused on our mission of sustainable growth. Based upon the performance goals set for fiscal year 2023, the Sustainability Committee determined in January of 2024 that the PSUs granted to each of the Non-PEO NEOs vested at 100.73% of the established target level
Employment Agreements
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 employment agreement with our French subsidiary. Nicholas H. Cumins was, until August of 2023, employed by 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 party to any individual contract that entitles him to any individualized severance, golden parachute or similar payments upon a change in control of the Company.
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 Gregory S. Bentley, may defer all or any part of their incentive compensation, and we may make discretionary awards on behalf of such participants. Other than Gregory S. Bentley, none of our NEOs is a DCP participant. Elective participant deferrals and discretionary Company awards are denominated in phantom shares of our Class B common stock. Several years prior to our IPO, we made the decision to discontinue Company awards indefinitely. Accordingly, we made no discretionary Company awards to the DCP in fiscal year 2023. For fiscal year 2023, Gregory S. Bentley did not elect to defer any of his incentive compensation into the DCP. As of December 31, 2023, Gregory S. Bentley held 2,356,633 phantom shares our Class B common stock within the DCP.
Other Cash Incentives
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. No such awards were made to any of the NEOs in 2023.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table summarizes compensation for the fiscal years ended December 31, 2023, 2022 and 2021 earned by our principal executive officer, principal financial officer and our three other most highly-compensated executive officers. These individuals are referred to as our named executive officers. Werner Andre became our principal financial officer in 2022 and served as our Chief Accounting Officer from 2020 until March 2024. Nicholas H. Cumins became a named executive officer in 2021, and each of Brock Ballard and Michael M. Campbell became named executive officers in 2023.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | | Gregory S. Bentley Chairperson, Chief Executive Officer and President | 2023 | 200,000 | — | 14,298,984 | 4,764,861 | 39,566 | 19,303,412 | | | | 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 | | | Werner Andre Chief Financial Officer and Former Chief Accounting Officer | 2023 | 456,250 | — | 1,161,140 | 542,875 | 45,570 | 2,205,835 | | | | 2022 | 400,000 | — | 2,883,883 | 486,341 | 40,438 | 3,810,662 | | | Brock Ballard Chief Revenue Officer | 2023 | 350,000 | — | 1,892,326 | 351,031 | 26,720 | 2,620,077 | | | Michael M. Campbell Chief Product Officer | 2023 | 613,500 | — | 1,258,906 | 414,000 | 29,506 | 2,315,912 | | | Nicholas H. Cumins(5) Chief Operating Officer | 2023 | 633,852 | — | 1,515,312 | 371,181 | 71,305 | 2,591,650 | | | | 2022 | 652,944 | — | 7,827,345 | 814,033 | 37,495 | 9,331,817 | | | | 2021 | 440,742 | — | 1,224,583 | 456,533 | 31,792 | 2,153,650 |
SUMMARY COMPENSATION TABLE
(1) Amounts reflect the actual base salary earned by each named executive officer in each fiscal year. (2) Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 15, Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts set forth above for Gregory S. Bentley represent the issuance of fully-vested shares of Class B common stock issued in settlement of amounts payable under the Bonus Pool Plan. The amounts set forth above for the other named executive officers in fiscal year 2023 represent the aggregate grant date fair value for time-based and performance-based restricted stock units granted in fiscal year 2023, assuming 100% vesting of all performance-based restricted stock unit awards. All such awards are granted pursuant to the Company’s 2020 Plan. See the section titled “2023 Executive Compensation Details — Bonus Pool Plan (CEO only)”, and “2023 Executive Compensation Details — Equity Incentives”, above in CD&A. Assuming the highest level of performance is achieved, which would result in the vesting of 125% of the applicable award, the dollar value of such maximum vesting as of the grant date was: for Werner Andre, $725,712; for Brock Ballard, $534,712; for Michael M. Campbell, $786,816; and for Nicholas H. Cumins, $947,069. (3) For Gregory S. Bentley, amounts reflect cash earned pursuant to the Bentley Systems, Incorporated Bonus Pool Plan. Please see “2023 Executive Compensation Details — Bonus Pool Plan (CEO only), above in CD&A. For the other named executive officers, amounts reflect short-term incentive cash bonuses paid to each such named executive officer as described in “2023 Executive Compensation Details — Short-term Cash Incentives” above in this CD&A. The following table describes the elements of compensation included in “All Other Compensation” for fiscal year 2023. Please also refer to the section titled “Additional Compensation Practices — Executive Benefits” above in CD&A.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
All Other Compensation:
SUMMARY COMPENSATION TABLE
| Named Executive Officer | Year | Matching Contributions ($)(a) | Vehicle and Health and Fitness Club and other Allowances ($)(b) | Family Travel Reimbursement ($) | Cash Dividends Paid on Stock Awards ($)(c) | Matching Charitable Contributions ($) | Total ($) | | Gregory S. Bentley | 2023 | 9,900 | 15,000 | 14,666 | — | — | 39,566 | | Werner Andre | 2023 | 9,743 | 27,500 | — | 8,326 | — | 45,570 | | Brock Ballard | 2023 | 7,664 | 16,470 | — | 2,586 | — | 26,720 | | Michael M. Campbell | 2023 | 9,900 | 16,574 | — | 3,032 | — | 29,506 | | Nicholas H. Cumins | 2023 | 20,185 | 25,951 | — | 24,096 | 1,073 | 71,305 |
GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023 The following table shows for the fiscal year ended December 31, 2023 information regarding grants of plan-based awards to our NEOs. For Gregory S. Bentley, the Non-Equity Incentive Plan Awards represent the cash awards payable under the Bonus Pool Plan, and the stock awards represent stock compensation payable under the Bonus Pool Plan. For all other NEOs, the Non-Equity Incentive Plan Awards represent on-target cash incentive amounts for 2023. The RSU and PSU awards set forth in the table below were awarded under the 2020 Plan.
GRANTS OF PLAN-BASED AWARDS IN 2023
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Name | Award Type | Grant Date | Threshold ($)(2) | Target ($) | Maximum ($)(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Gregory S. Bentley | Cash | — | — | 4,764,861 | — | — | — | | | Stock | (1) | — | — | — | 298,439 | 14,298,984 | | Werner Andre | Cash | — | — | 475,000 | — | — | — | | | RSU | March 13, 2023 | — | — | — | 14,917 | 580,570 | | | PSU | March 13, 2023 | — | — | — | 14,917 | 580,570 | | Brock Ballard | Cash | — | — | 350,000 | — | — | — | | | RSU | January 24, 2023 | — | — | — | 27,056 | 1,036,786 | | | RSU | March 13, 2023 | — | — | — | 10,991 | 427,770 | | | PSU | March 13, 2023 | — | — | — | 10,991 | 427,770 | | Michael M. Campbell | Cash | — | — | 412,000 | — | | | | | RSU | March 13, 2023 | — | — | — | 16,173 | 629,453 | | | PSU | March 13, 2023 | — | — | — | 16,173 | 629,453 | | Nicholas H. Cumins | Cash | — | — | 619,915 | — | — | — | | | RSU | March 13, 2023 | — | — | — | 19,467 | 757,656 | | | PSU | March 13, 2023 | — | — | — | 19,467 | 757,656 |
GRANTS OF PLAN-BASED AWARDS IN 2023
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GRANTS OF PLAN-BASED AWARDS IN 2023
Amounts payable under the Bonus Pool Plan are earned by each participant at each quarter end, at which time the Company becomes obligated to pay the amounts owed to participants in accordance with each participant’s fixed fractional interest, subject to the other terms set forth in the Bonus Pool Plan. (2) No threshold, minimum or maximum amounts apply in respect of these awards.
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 The following table provides information regarding outstanding equity awards held by each NEO as of December 31, 2023. Gregory S. Bentley did not have any unexercised stock options and/or unvested restricted stock awards and/or units as of such date.
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date | Number of securities underlying unexercised options exercisable (#)(1) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Stock Award Grant Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Werner Andre | March 22, 2019 | 19,226 | — | 5.74 | March 21, 2024 | — | — | | — | | | | | | | | | July 21, 2020 | 3,000 | 156,540 | | | | | | | | | | April 19, 2021 | 1,926 | 100,499 | | | | | | | | | | March 17, 2022 | 10,253 | 535,002 | 23,148 | 1,207,863 | | | | | | | | March 17, 2022 | 23,304 | 1,216,003 | | | | | | | | | | March 13, 2023 | 14,961 | 780,665 | 14,917 | 778,369 | | Brock Ballard | — | — | — | — | — | July 21, 2020 | 1,750 | 91,315 | | | | | — | — | — | — | — | April 19, 2021 | 1,261 | 65,799 | | | | | — | — | — | — | — | March 17, 2022 | 1,993 | 103,995 | | | | | — | — | — | — | — | October 27, 2022 | 4,145 | 216,286 | | | | | — | — | — | — | — | January 24, 2023 | 27,170 | 1,417,731 | | | | | — | — | — | — | — | March 13, 2023 | 11,023 | 575,180 | 10,991 | 573,510 | | Michael M. Campbell | — | — | — | — | — | September 6, 2022 | 40,246 | 2,100,036 | | | | | — | — | — | — | — | September 6, 2022 | 13,175 | 687,472 | | | | | — | — | — | — | — | March 13, 2023 | 16,221 | 846,412 | 16,173 | 843,907 | | Nicholas H. Cumins | — | — | — | — | — | October 2, 2020 | 14,325 | 747,479 | | | | | — | — | — | — | — | April 19, 2021 | 6,187 | 322,838 | | | | | — | — | — | — | — | March 17, 2022 | 17,006 | 887,373 | 77,161 | 4,026,261 | | | — | — | — | — | — | March 17, 2022 | 77,681 | 4,035,395 | | | | | — | — | — | — | — | March 13, 2023 | 19,525 | 1,018,815 | 19,467 | 1,015,788 |
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023
(1) The stock options included in this column have a five-year term and vest over four years in equal increments on the grant date anniversary. As of December 31, 2023, Werner Andre was the only NEO with outstanding option awards, all of which were fully vested. (2) Amounts include accrued stock dividend equivalents as applicable. All awards in this column vest in equal increments on the first four anniversaries of the grant date, other than (i) 23,304 RSUs granted to Werner Andre and 77,681 RSUs granted to Nicholas H. Cumins, in each case, on March 17, 2022, which vest 100% on January 31, 2025 and (ii) the first award granted to Michael M. Campbell on September 6, 2022 listed in the table above, which had a first vest date of November 15, 2022 and that subsequently vests in equal parts on each grant date anniversary for three years following the date of grant. Please see the section entitled “2023 Executive Compensation Details — Equity Incentives” in CD&A Computed as of December 29, 2023 by multiplying the number of shares subject to awards by the closing price of the Company’s Class B common stock on December 29, 2023.
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023
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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023
These amounts represent outstanding unvested performance-based restricted stock units at 100% of their realizable amounts. The performance conditions applicable to the PSUs granted on March 13, 2023 and included in the table above were confirmed to have been met and the awards vested 100.73% in January 2024. Please see the section entitled “2023 Executive Compensation Details — Equity Incentives” in CD&A. The PSUs granted to Werner Andre and Nicholas H. Cumins on March 17, 2022 and included in the table above have a performance period that ends on January 31, 2025 and are described in the Company’s 2022 Proxy Statement.
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides information regarding the stock option exercises and stock vested during the fiscal year ended December 31, 2023. Gregory S. Bentley did not have any outstanding equity awards subject to vesting during 2023.
OPTION EXERCISES AND STOCK VESTED IN 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired Upon Vesting (#)(2) | Value Realized Upon Vesting ($)(3) | | Werner Andre | 49,524 | 2,041,333 | 22,121 | 908,103 | | Brock Ballard | — | — | 4,420 | 215,245 | | Michael M. Campbell | — | — | 31,009 | 1,478,226 | | Nicholas H. Cumins | — | — | 48,261 | 2,046,140 |
OPTION EXERCISES AND STOCK VESTED IN 2023
(1) The value realized upon exercise represents the difference between the market price per share of our Class B common stock at the time of exercise and the exercise price per share of the stock option multiplied by the number of options exercised. (2) Amounts in this column represent time-based and, with respect to Werner Andre, Michael M. Campbell and Nicholas Cumins, 2022 performance-based restricted stock awards and/or units granted in 2022 that vested or whose vesting was determined (as applicable) in fiscal year 2023. Performance-based restricted stock units vested at 108.64% of the target level for Werner Andre and 111.87% of the target level for each of Michael M. Campbell and Nicholas Cumins. (3) The amounts in this column are the aggregate dollar amounts realized upon vesting, calculated by multiplying the number of shares of stock underlying the awards by the market value of the Company’s Class B common stock at the date(s) of vesting.
FISCAL YEAR 2023 PENSION BENEFITS
FISCAL YEAR 2023 PENSION BENEFITS We do not maintain any defined benefit pension plans or arrangements under which our NEOs are entitled to participate in or receive post-retirement benefits. As noted above in the footnote to the “All Other Compensation” column of our Summary Compensation Table, in fiscal year 2023 we made matching contributions under our 401(k) plan and/or statutorily required pension contributions for each NEO.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The following table sets forth certain information regarding deferral of compensation into, and distributions from, the DCP in fiscal year 2023 for Gregory S. Bentley. No other NEO is a participant in the DCP.
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance as of December 31, 2023 ($)(2) | | Gregory S. Bentley | — | — | 473,318 | 25,191,408 | 122,969,126 |
NONQUALIFIED DEFERRED COMPENSATION
(1) Represents the aggregate dollar value of dividends paid on investments held in the DCP during 2023. Cash dividends paid on phantom shares of our Class B common stock held in the DCP were reinvested into additional phantom shares. Gregory S. Bentley’s entire DCP balance is invested in phantom shares within the DCP and distributable in shares of our Class B common stock.
NONQUALIFIED DEFERRED COMPENSATION
| EXECUTIVE AND DIRECTOR COMPENSATION | 49 |
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.” 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. Each Non-PEO NEO has been designated by the Sustainability Committee as an Executive for the purposes of this policy. Pursuant to this policy, assuming that each Non-PEO NEO were to undergo a Qualifying Termination in connection with a Change in Control on December 31, 2023, each officer would realize the following amounts in respect of accelerated equity awards:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Equity with Accelerated Vesting (#)(1) | Value of Equity with Accelerated Vesting ($)(2) | | Werner Andre | 88,511 | 4,618,505 | | Brock Ballard | 56,586 | 2,952,676 | | Michael M. Campbell | 85,816 | 4,477,879 | | Nicholas H. Cumins | 231,353 | 12,072,000 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) Consists of outstanding and unvested restricted stock awards/RSUs and PSUs outstanding under the 2020 Plan. Calculated by multiplying the number of awards by the closing price of the Company’s Class B common stock on December 29, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The following table provides summary information concerning the compensation of each of our non-employee directors for the fiscal year ended December 31, 2023. Our employee directors for fiscal year 2023, Gregory S. Bentley and Keith A. 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, is presented in the section entitled “Executive Compensation” above. Keith A. Bentley retired as a Company employee at the end of 2023 and did not receive any additional compensation for his service on our Board of Directors. See the section entitled “Transactions with Related Persons — Compensation Payments to Keith A. Bentley” for information about compensation paid to Keith A. Bentley during 2023 in his capacity as a Company employee.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($) | Fees Earned or Paid in Stock ($)(1) | Total ($) | | Barry J. Bentley | 50,000 | — | 50,000 | | Keith A. Bentley | — | — | — | | Raymond B. Bentley | 50,000 | — | 50,000 | | Kirk B. Griswold | 100,000 | 200,000 | 300,000 | | Janet B. Haugen | 125,000 | 200,000 | 325,000 | | Brian F. Hughes | 125,000 | 200,000 | 325,000 |
COMPENSATION OF DIRECTORS
(1) Represents the aggregate grant date fair value of stock awards for fiscal year 2023 computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 15, “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 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
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 $200,000 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. 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 director resigns from our Board of Directors or is removed for cause, such director will be obligated to repay to us any cash retainer amounts attributable to calendar quarters for which services will not be rendered for a full calendar quarter during the applicable year (with no pro-rata credit for service during part of a quarter). A non-employee director who serves as a member of more than one Board committee will only receive one annual committee member service retainer and a non-employee director who serves as the chairperson of more than one Board committee will only receive one annual committee chairperson service retainer. A non-employee director who receives an
Bentley Systems, Incorporated Non-Employee Director Compensation Policy
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Bentley Systems, Incorporated Non-Employee Director Compensation Policy
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 fiscal year 2023, each non-employee director elected to receive cash compensation in lieu of a restricted stock award. We also maintain a non-qualified deferred compensation plan for non-employee directors that is substantially similar to the DCP. Kirk B. Griswold is the sole participant in this plan, under which he may defer all or any part of his director fees and under which the Company may make discretionary awards. Elective participant deferrals and discretionary Company awards are denominated in phantom shares of our Class B common stock. Kirk. B Griswold did not elect to defer any of his 2023 director compensation into the plan, and discretionary Company awards under the plan have been discontinued since prior to our IPO. The Company will also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee and in connection with attaining any certifications pertinent to such directors’ service on the Board or any Committee.
Bentley Systems, Incorporated Non-Employee Director Compensation Policy
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PAY RATIO DISCLOSURE
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.
Pay Ratio
Pay Ratio Our median employee compensation in 2023 as calculated using Summary Compensation Table requirements was $89,827. Our Chief Executive Officer’s compensation in 2023 as reported in the Summary Compensation Table was $19,303,412. Therefore, our CEO Pay Ratio for 2023 is approximately 215:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Sustainability Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.
Pay Ratio
| PAY RATIO DISCLOSURE | 53 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The CD&A section of this Proxy Statement sets forth the financial and other factors considered by the Sustainability Committee when reviewing and setting the compensation of our chief executive officer and other named executive officers for the 2023 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our principal executive officer (“PEO”) and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the re-evaluation of unvested and outstanding equity awards.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) ($) | 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 OI w/ SBC ($ in millions)(8) | | | | | | | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | | | | 2023 | 19,303,412 | 19,303,412 | 2,433,369 | 5,000,008 | 157.43 | 157.61 | 326.8 | 324.7 | | 2022 | 18,443,020 | 18,443,020 | 7,408,828 | 6,930,769 | 111.06 | 99.08 | 174.8 | 274.0 | | 2021 | 17,682,926 | 17,682,926 | 5,047,786 | 5,293,179 | 144.76 | 147.89 | 93.2 | 258.0 | | 2020 | 14,462,703 | 14,467,137 | 6,770,320 | 6,774,754 | 121.07 | 113.02 | 126.5 | 218.9 |
PAY VERSUS PERFORMANCE
(1) The dollar amounts reported in this column are the amounts of total compensation reported for Gregory S. Bentley for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement. (2) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Gregory S. Bentley in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Gregory S. Bentley during 2023.
PAY VERSUS PERFORMANCE
| Description | 2023 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment(a) | — |
(a)
| 54 | PAY VERSUS PERFORMANCE |
(a)
| PAY VERSUS PERFORMANCE | 55 |
NET INCOME
| 56 | PAY VERSUS PERFORMANCE |
TABULAR LIST OF FINANCIAL PERFORMANCE MEASURES
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INDEMNIFICATION OF OUR DIRECTORS AND OFFICERS
INDEMNIFICATION OF OUR DIRECTORS AND OFFICERS Our Bylaws require us to indemnify our directors and the officers designated by our Board of Directors to the fullest extent permitted by Delaware law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and such officers. The maximum potential amount of future payments we could be required to make pursuant to these obligations is unlimited.