DEF 14A of Bentley Systems Inc, Apr 10, 2026

DEF 14A of Bentley Systems Inc

Filed Apr 10, 2026 · FY20250001104659-26-042019

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors

  2. 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 eight 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 2027 Annual Meeting of stockholders: Gregory S. Bentley, Keith A. Bentley, Barry J. Bentley, Raymond B. Bentley, Nicholas H. Cumins, 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.

  3. Nominees for Election to the Board of Directors in 2026

    Nominees for Election to the Board of Directors in 2026 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.

  4. Nominees for Election to the Board of Directors in 2026

    | | | | | | Gregory S. Bentley, 70 Executive Chairperson and President | Keith A. Bentley, 67 Director | Barry J. Bentley, Ph.D., 69 Director | Raymond B. Bentley, 65 Director | | | | | | | Nicholas H. Cumins, 49 Chief Executive Officer and Director | Kirk B. Griswold(1)(2), 64 Director | Janet B. Haugen(1)(3), 67 Director | Brian F. Hughes(1)(4), 67 Director |

  5. Nominees for Election to the Board of Directors in 2026

    (1) Member of the Audit Committee, Sustainability Committee and Nominating Committee (2) Chairperson of the Nominating Committee (3) Chairperson of the Sustainability Committee and Lead Independent Director Chairperson of the Audit Committee

  6. Nominees for Election to the Board of Directors in 2026

    | 26 | Election of Directors |

  7. Nominees for Election to the Board of Directors in 2026

    | | Gregory S. Bentley has served as Executive Chairperson since July 2024 and President since June 1996. He previously served as Chief Executive Officer from August 2000 until July 2024. 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. |

  8. Nominees for Election to the Board of Directors in 2026

    | Election of Directors | 27 |

  9. Nominees for Election to the Board of Directors in 2026

    | | 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. | | | Nicholas H. Cumins has served as our Chief Executive Officer since July 2024 and as a director since September 2024. Mr. Cumins joined us in 2020, serving as our Chief Product Officer from 2020 until 2022 when he became our Chief Operating Officer. Prior to joining us, Mr. Cumins served as general manager of SAP Marketing Cloud, a comprehensive marketing automation platform, from 2018 to 2020. Mr. Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016. He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France. We believe that Mr. Cumins is qualified to serve as a member of our Board of Directors due to his day-to-day involvement in the management and operation of our business and his unique international perspective he brings to the challenges we face. | | | 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. |

  10. Nominees for Election to the Board of Directors in 2026

    | 28 | Election of Directors |

  11. Nominees for Election to the Board of Directors in 2026

    | | 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. From May 2019 until its acquisition in July 2025, she 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. In December 2024, Ms. Haugen joined the Board of Directors of West Pharmaceutical Services Inc., a global pharmaceutical manufacturer, where she serves on the Audit Committee and Finance 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 and maintains 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. |

  12. Nominees for Election to the Board of Directors in 2026

    | Election of Directors | 29 |

  13. Nominees for Election to the Board of Directors in 2026

    | | 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 Audit Committee of GPGI, Inc. (f/k/a CompoSecure, Inc.) since 2021, and, in 2025, became a director and member of the Audit Committee of Resolute Holdings Management, Inc. From 2022 until its acquisition in 2025, Mr. Hughes also served on the Board of Directors and as Chairperson of the Audit Committee of Innovid Corp. 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. |

  14. Nominees for Election to the Board of Directors in 2026

    | 30 | Election of Directors |

  15. How We Pay for Performance: 2025 Compensation Highlights

    How We Pay for Performance: 2025 Compensation Highlights We seek to attract, engage 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 is targeted to be competitive with peer companies and market practices, in consideration of each executive officer’s scope of responsibility; • A substantial portion of executive compensation is at-risk and is highly dependent on annual financial and operational performance that aligns with our stockholders’ interests and supports sustainable growth; and • Use of equity is responsible and thoughtful as demonstrated by including stock-based compensation expense when calculating adjusted operating income margin for our performance-vested equity program (see below for further discussion) and the close monitoring of our annual share usage and overall dilution. Based on our performance and consistent with the design of our program, below are key highlights of the executive compensation decisions the Sustainability Committee made for fiscal year 2025: • Long-term Equity Incentives. In fiscal year 2025, we granted our NEOs, other than Gregory S. Bentley, a mix of 50% time-vesting restricted stock units (“RSUs”) and 50% performance-vesting RSUs (“PSUs”). The PSUs were subject to a minimum performance threshold, namely, an Adjusted Operating Income less stock-based compensation expense (“AOI less SBC”, which was previously referred to as “Adjusted OI w/SBC”) margin performance level of at least 28.7% based on 2025 budget exchange rates. Since this threshold was met and, based on our New Business results (as discussed further below), the participating NEOs earned 101.7% of their target PSUs for the 2025 Performance Period. Please see “2025 Executive Compensation Details — Equity Incentives” in this CD&A for details. • Short-term Incentives. Our NEOs, other than Gregory S. Bentley, each have an opportunity to earn a cash-based short-term incentive based on individual and/or corporate achievements. Based on their performance for 2025, short-term incentive payouts were largely in line with the target award opportunities. For 2025, the Sustainability Committee established performance targets for Nicholas H. Cumins, linking payouts to the achievement of key growth objectives, including the Company’s revenue growth rate, AOI less SBC margin and annualized recurring revenue growth rate. Please see “2025 Executive Compensation Details — Short-term Cash Incentives” in this CD&A for details. Career Stock Program. Nicholas H. Cumins and James K. Lee each participate in our equity-based Career Stock Program, which is designed to drive long-term growth and support retention. The program ties potential grants to the Company’s AOI less SBC growth, with awards — if granted — subject to a five-year cliff vesting period. By tying vesting to long-term Company performance, this instrument enhances alignment with sustained long-term stockholder value creation. Please see “2025 Executive Compensation Details — Equity Incentives — Career Stock Program” in this CD&A for details.

  16. How We Pay for Performance: 2025 Compensation Highlights

    Bonus Pool Plan (Gregory S. Bentley Only). Gregory S. Bentley, our Executive Chairperson 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 prior to our initial public offering (“IPO”) and was established to compensate a limited set of executives with substantial holdings of Company stock. With respect to fiscal year 2025 and driven by our adjusted internal Management Report Operating Income (“MROI”), Gregory S. Bentley was allocated a 12.1 % (4/33) interest in the bonus pool. Please see “2025 Executive Compensation Details — Bonus Pool Plan (Gregory S. Bentley only)” in this CD&A for details. Gregory S. Bentley does not receive other short-term or long-term equity incentives.

  17. Primary Elements of Compensation

    | Pay Element | How It’s Paid | Purpose | | 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. | | Bonus Pool Plan (Gregory S. Bentley only) | Cash and Equity (Variable) | Gregory S. Bentley, our Executive Chairperson 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 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. |

  18. 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 Pearl Meyer, in January 2025, the Sustainability Committee approved a peer group of reference companies to provide a broad perspective on competitive pay levels and practices and to use when setting 2025 compensation levels. The 2025 peer group is similar to the peer group used for 2024, although we removed two companies (MicroStrategy and Splunk) and replaced them with three new companies (Dynatrace, Nutanix and SPS Commerce) so as to have a peer group whose businesses reflect the general criteria listed below. When selecting appropriate peers, the general criteria used were: • industry — publicly traded companies in the application/systems software industry; • revenues — between $580 million and $6.0 billion (approximately 0.3x to 3.0x of Bentley Systems’ then projected annual revenues); • market capitalization — between $7.5 billion and $56 billion (approximately 0.3x to 3.0x of Bentley Systems’ then current market value); and • headcount — between 1,600 to 16,000 employees (approximately 0.3x to 3.0x of Bentley Systems’ headcount). For the purpose of setting compensation levels for fiscal year 2025, the following 19 public companies were selected as our peer group:

  19. Use of Market Data and Peer Group Analysis

    | 2025 PEER GROUP | | | | Akamai Technologies | DocuSign | Okta | | Altair Engineering, Inc. | Dropbox | PTC | | ANSYS, Inc. | Dynatrace | SPS Commerce | | Aspen Technology, Inc. | Fair Isaac | Tyler Technologies | | Autodesk, Inc. | Guidewire Software | Verisign | | Cadence Design Systems | Manhattan Associates | | | Dayforce (formerly Ceridian HCM) | Nutanix | |

  20. 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 Sustainability 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

  21. Use of Market Data and Peer Group Analysis

    | 40 | Compensation Discussion & Analysis |

  22. Use of Market Data and Peer Group Analysis

    strategic needs, as well as input from and research by Pearl Meyer. 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.

  23. Short-term Cash Incentives

    Short-term Cash Incentives Our NEOs, other than Gregory S. Bentley, 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. In fiscal year 2025, each eligible NEO’s short-term incentive was based on achievement against pre-determined management-by-objectives (“MBO”) goals. All goals and targets are set at the beginning of the year and include a mix of objective and subjective criteria. We do not disclose these specific goals due to their sensitive nature, as doing so could provide competitors with insights into our business strategy, margin details and capabilities. Target performance levels are established to be reasonably challenging, based on historical trends and future expectations. As CEO, Nicholas H. Cumins’ short-term cash incentive program for 2025 was based upon the achievement of growth goals tied to the Company’s revenue growth rate, AOI less SBC margin and annualized recurring revenue growth rate (each as defined in the Company’s quarterly public filings). Mr. Cumins’ total incentive payment is weighted 70% toward the combined revenue growth rate and AOI less SBC margin goals and 30% toward the annualized recurring revenue growth rate goal. A minimum of 90% of each target must be met for any payout under that metric, with payouts capped at 120% of the incentive target. For fiscal year 2025, our NEOs (other than Gregory S. Bentley) achieved the following payouts relative to their applicable on-target incentive cash compensation.

  24. Short-term Cash Incentives

    | Name | Percentage Attained | | Nicholas H. Cumins | 98.9% | | Werner Andre | 105.0% | | James K. Lee | 103.8% | | David R. Shaman | 105.0% |

  25. Bonus Pool Plan (Gregory S. Bentley only)

    Bonus Pool Plan (Gregory S. Bentley only) As described above in this CD&A under the section “Primary Elements of Compensation,” Gregory S. Bentley, our Executive Chairperson 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. For 2025, Gregory S. Bentley was allocated a 12.1% (4/33) interest. A participant may elect, prior to the start of the applicable calendar year, to defer any portion, or all, of such participant’s incentive bonus payable with respect to such year into the

  26. Bonus Pool Plan (Gregory S. Bentley only)

    | 42 | Compensation Discussion & Analysis |

  27. Bonus Pool Plan (Gregory S. Bentley only)

    Non-qualified Deferred Compensation Plan (“DCP”). In 2025, Gregory S. Bentley did not elect to defer any of his Bonus Pool Plan compensation into the DCP. Participants also may choose to elect to receive any portion, or all, of their 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”). This election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid. Notwithstanding 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 2025, Gregory S. Bentley elected to receive 75% of his Bonus Pool Plan compensation in the form of stock. In accordance with the terms of the Bonus Pool Plan, the Sustainability Committee reviews and approves all calculations informing Bonus Pool Plan payments, as well as all participant elections thereunder.

  28. Equity Incentives

    Equity Incentives New Hire Restricted Stock Units for James K. Lee In connection with joining the Company as Chief Operating Officer in January 2025, James K. Lee was awarded 165,344 time-vesting restricted stock units (“RSUs”), the vesting schedule of which is as follows: fourteen percent (14%) vested on May 13, 2025, fourteen percent (14%) vested on December 15, 2025, and eighteen percent (18%) will vest on each of December 15, 2026, 2027, 2028 and 2029, subject to his continued employment with the Company. This grant was intended to compensate for foregone equity at James K. Lee’s prior employer and to support long-term retention. James K. Lee was also awarded RSUs and PSUs in-line with our regular, annual equity awards discussed below. Time and Performance Vesting Restricted Stock Units 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 survey data and practices provided by Pearl Meyer. 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 2025, we granted our executives (other than Gregory S. Bentley) both RSUs and PSUs. This decision was based, in part, on market analysis as an appropriate mix for our equity program.

  29. Equity Incentives

    | Compensation Discussion & Analysis | 43 |

  30. Equity Incentives

    | Name | Time- vesting RSUs (#) | Annual Performance- vesting PSUs (at target) (#) | | Nicholas H. Cumins(1) | 24,122 | 24,122 | | Werner Andre | 20,314 | 20,314 | | James K. Lee(2) | 12,189 | 12,189 | | David R. Shaman | 18,148 | 18,148 |

  31. Equity Incentives

    Amounts in table for Nicholas H. Cumins do not include the RSUs awarded to him in 2025 in connection with the Career Stock Program. See “— Career Stock Program. (2) Amounts in table for James K. Lee do not include the RSUs awarded to him upon his hiring discussed above under “— New Hire Restricted Stock Units for James K. Lee.” Time-vesting RSUs. Our annually awarded RSU grants vest over four years in annual installments, beginning with the first anniversary of the date of grant. Performance-vesting PSUs. Performance-vesting PSUs granted in 2025 vest based on the following targets and criteria: Performance-vesting PSUs have a one-year performance period (the “Performance Period”) and are structured to align executive incentives with the performance metrics highlighted in our external reporting to stockholders. These PSUs are subject to a cliff vesting provision, whereby no vesting occurs unless the Company’s AOI less SBC margin meets or exceeds the established target. If this threshold is met, the total number of PSUs that vests is determined by the Company’s New Business performance relative to the target set for the Performance Period. For 2025, maximum vesting was capped at 125% of the initial award. For the purposes of the PSUs described above: • AOI less 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. • AOI less SBC margin is calculated by dividing AOI less SBC by total revenues for the relevant period. The Company’s 2025 AOI less SBC margin target of 28.7% was set using 2025 budget exchange rates, and the Company achieved a resulting 28.8% AOI less SBC margin using 2025 budget exchange rates. • 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.

  32. Equity Incentives

    | 44 | Compensation Discussion & Analysis |

  33. Equity Incentives

    While objective goals have been established, we consider the detailed goals and targets within each category to be sensitive information. Disclosing the specifics could provide competitors with insights into our business strategy, margin details and capabilities, which could be competitively harmful. Target performance levels are set to be reasonably challenging based on historical trends and future expectations at the time of determination. Additionally, the combination of AOI less SBC margin as a threshold metric and New Business growth as the core metric reinforces our commitment to sustainable growth. Based upon the performance goals set for fiscal year 2025, the Sustainability Committee determined in January 2026 that the PSUs granted to the NEOs vested at 101.7% of the established target level. Career Stock Program As of the end of 2025, Nicholas H. Cumins and James K. Lee were the sole participants in the Career Stock Program, an equity incentive program under which the Company may grant RSU awards pursuant to the 2020 Plan. Under the Career Stock Program, the Sustainability Committee may periodically grant time-vesting RSU awards to participants, with the award amount determined based on the Company’s AOI less SBC growth in the prior year (the “Performance Year”). Specifically, the award amount is calculated as 10% and 5% for Nicholas H. Cumins and James K. Lee, respectively, of the difference between realized AOI less SBC growth for the Performance Year and an inflation-adjusted target growth level. Subject to the continued employment of the program participant, any awards granted under this program will cliff-vest 100% five years after the end of the Performance Year and will otherwise be subject to the terms and conditions of the 2020 Plan. Given the design of the program, which ties vesting to long-term performance of the Company, we believe the addition of this instrument provides an even closer alignment to sustained long-term valuation creation for our stockholders. Moreover, the Sustainability Committee views the Career Stock Program as a way to encourage long-term service and align executive incentives with sustained Company performance, while reinforcing retention through five-year cliff vesting. In the first quarter of 2026, Nicholas H. Cumins and James K. Lee were awarded 73,839 RSUs and 36297 RSUs, respectively, in respect of the 2025 Performance Year which vest 100% on December 15, 2030 subject to their respective continued employment.

  34. Program Design Updates for Fiscal Year 2026

    Long-Term Equity Incentives. For fiscal year 2026, the Sustainability Committee refined the design of the Company’s performance-based equity awards to strengthen long-term alignment with sustained growth and profitability, while improving consistency with market practice. The overall equity incentive mix remains unchanged, with awards continuing to be delivered as a combination of RSUs (50%) and PSUs (50%). Beginning in 2026, PSUs will be earned based on one-year New Business Growth (“NBG”) performance and will cliff-vest after three years, with final payouts subject to a three-year adjusted operating income margin downward modifier (excluding operating stock-based compensation). As part of the transition to PSUs that are subject to financial metric(s) measured over a three-year period, the Sustainability Committee recognized that pre-existing PSU awardees, including each NEO other than Gregory S. Bentley, would have a two-year gap in awards vesting during each of 2026 and 2027. Accordingly, in early 2026, the Sustainability Committee awarded each such individual PSUs that are subject to one-year performance vesting based solely upon annual NBG performance. This overall design replaces the prior structure that relied more heavily on single-year profitability thresholds and is intended to balance near-term execution with sustained operating discipline over a longer horizon. Together, these refinements, which will be described in further detail in the Company’s 2027 proxy statement, are expected to reinforce the Company’s pay-for-performance philosophy by aligning executive compensation more closely with enterprise growth, strategic execution, and sustained financial discipline, while maintaining continuity with the overall structure of the executive compensation program.

  35. Employment Agreements

    Employment Agreements Other than as described below with respect to James K. Lee, we do not currently have employment agreements with any of our currently employed named executive officers. Upon his promotion to CEO, Nicholas H. Cumins was appointed gérant (manager) of Bentley Systems France S.a.r.l. (“Bentley France”). Prior to that time, he was employed by our French subsidiary and had executed a standard form of French employment agreement. Upon his appointment as gérant, that employment agreement ended. Each of our executive officers, including the NEOs, has executed customary intellectual property assignment agreements for our benefit.

  36. Employment Agreements

    | 46 | Compensation Discussion & Analysis |

  37. Employment Agreements

    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. Except as noted below with respect to James K. Lee’s employment agreement, the Severance Policy and the letter agreement we have executed with Nicholas H. Cumins, none of 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. Employment Agreement with James K. Lee We are party to an at-will employment agreement with James K. Lee that provides for a base salary of $400,000 and an initial annual cash incentive compensation target of $400,000 (prorated for Mr. Lee’s start date with the Company), as well as the RSU and PSU awards granted to him in 2025 and described above. Please see “2025 Executive Compensation Details — Base Salary,” “Short-term Cash Incentives,” and “Equity Incentives” in this CD&A for details. Under the terms of his employment agreement, James K. Lee became: (i) a participant in the Company’s Career Stock Program at a participation percentage equal to one-half of the participation percentage applicable to the Company’s Chief Executive Officer; and (ii) a “Covered Executive” under the Company’s Severance Policy for Key Executives described below. The Company may terminate James K. Lee’s employment at any time with or without Cause (as defined in the Severance Policy). In addition, James K. Lee may terminate his employment with the Company at any time, including for Good Reason (as defined in the Severance Policy). To the extent the Company terminates James K. Lee’s employment without Cause or Mr. Lee terminates his employment for Good Reason, Mr. Lee shall be entitled to receive the compensation provided for in the Severance Policy described below. James K. Lee is also entitled to participate in all employment benefit plans, practices, and programs available for the benefit of senior executives of the Company generally and reimbursement for reasonable out-of-pocket expenses incurred by him in the furtherance of the Company’s business.

  38. Severance Policy; Letter Agreement with Nicholas H. Cumins

    Severance Policy; Letter Agreement with Nicholas H. Cumins The Company maintains the Bentley Systems, Incorporated Severance Policy for Key Executives (the “Severance Policy”). As of the end of 2025, Nicholas H. Cumins and James K. Lee were the sole NEOs participating in the Severance Policy. Under the Severance Policy, if a participant’s employment with the Company or its affiliates is terminated (i) by the Company without Cause (as defined in the Severance Policy) or (ii) by the participant for “Good Reason” (as defined below), such participant is entitled to receive: (x) payments for the 12 months following his or her termination of an amount equal to the average of the base salary and cash incentive compensation actually paid to the participant in the two prior full calendar years; (y) payment of premiums by the Company for 12 months of continuing coverage for the participant and his or her family of medical benefits; and (z) payment for accrued vacation and other perquisites through the date of termination. The foregoing severance benefits are subject to the participant’s execution of an effective release of claims in favor of the Company and continued compliance with restrictive covenants.

  39. Severance Policy; Letter Agreement with Nicholas H. Cumins

    | Compensation Discussion & Analysis | 47 |

  40. Severance Policy; Letter Agreement with Nicholas H. Cumins

    For the purposes of the Severance Policy, “Good Reason” means (i) material diminution in the participant’s duties or responsibilities; (ii) a material reduction in the participant’s total on-target compensation (i.e., base salary and target annual cash incentive compensation) as in effect for the 12-month period immediately prior to such reduction; or (iii) relocation of the participant’s principal place of business that will require the participant to travel a materially greater distance on a regular basis (as compared with the participant’s prior practice). As part of Nicholas H. Cumin’s promotion to CEO and appointment as gérant (manager) of Bentley France, Mr. Cumins, the Company and Bentley France executed a Letter Agreement (the “Letter Agreement”) pursuant to which Mr. Cumins has acknowledged and agreed that any amounts payable to him under the Severance Policy will be fully offset by any severance-related amounts paid to him in his capacity as gérant of Bentley France, whether pursuant to statute, regulation, local law or otherwise. In addition, the Letter Agreement provides that to the extent Mr. Cumins is paid any amounts under the Severance Policy, such amounts will be deemed to satisfy any severance-related payments to which he may be entitled in his capacity as gérant of Bentley France pursuant to statute, regulation, local law or otherwise.

  41. 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 participants, including Gregory S. Bentley and David R. Shaman, may defer all or any part of their incentive compensation, and we may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are denominated in phantom shares of our Class B common stock. The DCP is a legacy plan that pre-dates our IPO. Several years prior to our IPO we made the decision to close the DCP to new participants and to discontinue making Company awards to existing participants indefinitely. Accordingly, we made no discretionary Company awards to the DCP in fiscal year 2025. For fiscal year 2025, neither Gregory S. Bentley nor David R. Shaman elected to defer any of their incentive compensation into the DCP. As of December 31, 2025, Gregory S. Bentley and David R. Shaman held 2,328,166 and 186,557 phantom shares of our Class B common stock within the DCP, respectively.

  42. 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 2025.

  43. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information Since the IPO, we have not granted stock option awards, and, currently, we do not grant stock options, SARs, or similar option-like instruments; as such, we do not have any policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in relation to the disclosure of material non-public information. If, in the future, we anticipate granting stock options, SARs, or similar option-like instruments, we may determine to establish a policy regarding how the Sustainability Committee or Board determines when to grant such awards and how the Sustainability Committee or Board will take material non-public information into account when determining the timing and terms of such awards.

  44. Executive and Director Compensation

    Executive and Director Compensation

  45. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation for the fiscal years ended December 31, 2025, 2024 and 2023 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. David R. Shaman became a named executive officer in 2024, and James K. Lee became a named executive officer in 2025.

  46. Summary Compensation Table

    | Name and Principal Position | | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | | Nicholas H. Cumins(5) Chief Executive Officer | 2025 | 791,603 | 3,094,766 | 823,899 | 105,693 | 4,815,961 | | | | 2024 | 730,476 | 11,785,744 | 732,064 | 217,123 | 13,465,407 | | | | 2023 | 633,852 | 1,515,312 | 371,181 | 71,305 | 2,591,650 | | | Werner Andre Chief Financial Officer | 2025 | 539,623 | 1,629,590 | 579,618 | 44,762 | 2,793,593 | | | | 2024 | 515,434 | 3,792,965 | 600,039 | 52,736 | 4,961,174 | | | | 2023 | 456,250 | 1,161,140 | 542,875 | 45,570 | 2,205,835 | | | Gregory S. Bentley Executive Chairperson and President | 2025 | 200,000 | 6,851,632 | 2,209,066 | 43,661 | 9,304,359 | | | | 2024 | 200,000 | 12,188,212 | 3,981,002 | 48,849 | 16,418,063 | | | | 2023 | 200,000 | 14,298,984 | 4,764,861 | 39,566 | 19,303,412 | | | James K. Lee Chief Operating Officer | 2025 | 387,949 | 8,676,219 | 381,889 | 50,623 | 9,496,680 | | | David R. Shaman Chief Legal Officer | 2025 | 482,068 | 1,455,832 | 517,931 | 56,075 | 2,511,906 | | | | 2024 | 466,875 | 3,655,105 | 559,688 | 55,314 | 4,736,982 |

  47. 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, 2025. The amounts set forth above for Gregory S. Bentley represent the awarding of fully-vested shares of Class B common stock in settlement of amounts payable under the Bonus Pool Plan. The amounts set forth above for the other named executive officers in fiscal year 2025 represent the aggregate grant date fair value for time-based and performance-based restricted stock units granted in fiscal year 2025, 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 “2025 Executive Compensation Details — Bonus Pool Plan (Gregory S. Bentley only)”, and “2025 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 performance-based award, the dollar value of such maximum vesting as of the grant date for such performance-based awards was: for Nicholas H. Cumins $1,209,417; for Werner Andre, $1,018,493; for James K. Lee, $611,126; and for David R. Shaman, $909,895. (3) For Gregory S. Bentley, amounts reflect cash earned pursuant to the Bentley Systems, Incorporated Bonus Pool Plan. Please see “2025 Executive Compensation Details — Bonus Pool Plan (Gregory S. Bentley 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 “2025 Executive Compensation Details — Short-term Cash Incentives” above in CD&A. The following table describes the elements of compensation included in “All Other Compensation” for fiscal year 2025. Please also refer to the section titled “Additional Compensation Practices — Executive Benefits” above in CD&A.

  48. Summary Compensation Table

    | 52 | Executive and Director Compensation |

  49. Summary Compensation Table

    All Other Compensation:

  50. Summary Compensation Table

    | Named Executive Officer | Year | Matching Contributions ($)(a) | Vehicle and Health and Fitness Club and other Allowances ($)(b) | Family and Other Travel Reimbursement ($)(c) | Cash Dividends Paid on Stock Awards ($)(d) | Matching Charitable Contributions ($) | Total ($) | | Nicholas H. Cumins | 2025 | 57,499 | 25,426 | 14,325 | 8,443 | — | 105,693 | | Werner Andre | 2025 | 10,152 | 27,500 | — | 7,110 | — | 44,762 | | Gregory S. Bentley | 2025 | 10,500 | 15,000 | 18,161 | — | — | 43,661 | | James K. Lee | 2025 | 10,500 | 26,195 | 8,727 | 4,266 | 935 | 50,623 | | David R. Shaman | 2025 | 10,500 | 27,500 | 11,723 | 6,352 | — | 56,075 |

  51. Summary Compensation Table

    (a) Represents matching contributions to the Company’s 401(k) plan, other than with respect to Nicholas H. Cumins. For Nicholas H. Cumins, the amounts represent Company contributions to a French statutory pension plan. Please see the section entitled “Additional Compensation Practices and Polices — Profit Sharing/401(k) Plan,” above in CD&A. (b) Represents all vehicle, health club and cell phone allowances utilized by, and all applicable legal, financial, and tax counseling services rendered to, the applicable executive. (c) Represents all travel-related allowances utilized by the applicable executive, as well as, with respect to Nicholas H. Cumins and David R. Shaman, tax gross-up payments of $8,150 and $6,272, respectively, related to attendance at a Company sponsored event. (d) Represents cash dividends paid on unvested restricted stock units. Pursuant to the terms of the award agreements governing performance-based restricted stock units under our 2020 Plan, such units are entitled to cash dividends as and when paid. Certain components of Nicholas H. Cumins’ compensation are denominated and paid in Euros and for 2025 have been converted from Euros to USD using an exchange rate of USD 1.0361 to EUR 1.00, the exchange rate used when Mr. Cumins’ 2025 compensation was originally set by the Committee in March 2025.

  52. Summary Compensation Table

    | Executive and Director Compensation | 53 |

  53. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table shows for the fiscal year ended December 31, 2025 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 set for 2025. The RSU and PSU awards set forth in the table below were awarded under the 2020 Plan.

  54. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type | Grant Date | Threshold ($)(2) | Target ($) | Maximum ($)(2) | | | | Nicholas H. Cumins | Cash | — | — | 791,603 | — | — | — | | | RSU | March 13, 2025 | — | — | — | 24,122 | 967,533 | | | RSU | March 13, 2025 | — | — | — | 28,913 | 1,159,700 | | | PSU | March 13, 2025 | | | | 24,122 | 967,533 | | Werner Andre | Cash | — | — | 543,193 | — | — | — | | | RSU | March 13, 2025 | — | — | — | 20,314 | 814,795 | | | PSU | March 13, 2025 | — | — | — | 20,314 | 814,795 | | Gregory S. Bentley | Cash | — | — | 2,209,066 | — | — | — | | | Stock | (1) | — | — | — | 145,146 | 6,851,632 | | James K. Lee | Cash | — | — | 400,000 | — | — | — | | | RSU | January 22, 2025 | — | — | — | 165,344 | 7,698,417 | | | RSU | March 13, 2025 | — | — | — | 12,189 | 488,901 | | | RSU | March 13, 2025 | — | — | — | 12,189 | 488,901 | | David R. Shaman | Cash | — | — | 485,256 | — | — | — | | | RSU | March 13, 2025 | — | — | — | 18,148 | 727,916 | | | PSU | March 13, 2025 | — | — | — | 18,148 | 727,916 |

  55. Grants of Plan-Based Awards in 2025

    (1) 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. No future threshold, minimum or maximum amounts apply in respect of these annual awards.

  56. Grants of Plan-Based Awards in 2025

    | 54 | Executive and Director Compensation |

  57. Outstanding Equity Awards As of December 31, 2025

    Outstanding Equity Awards As of December 31, 2025 The following table provides information regarding outstanding equity awards held by each NEO as of December 31, 2025. Gregory S. Bentley did not have any unexercised stock options and/or unvested restricted stock awards and/or units as of such date.

  58. Outstanding Equity Awards As of December 31, 2025

    | | Stock Awards | | | | | | Name | Stock Award Grant Date | 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) | | Nicholas H. Cumins | March 17, 2022 | 5,732 | 218,745 | | | | | March 13, 2023 | 9,870 | 376,686 | | | | | March 13, 2024 | 12,093 | 461,531 | | | | | June 26, 2024 | 161,907 | 6,179,186 | | | | | June 26, 2024 | 1,767 | 67,445 | | | | | March 13, 2025 | 24,272 | 926,356 | 24,122 | 920,616 | | | March 13, 2025 | 29,093 | 1,110,344 | | | | Werner Andre | March 17, 2022 | 3,456 | 131,884 | | | | | March 13, 2023 | 7,563 | 288,639 | | | | | March 13, 2024 | 10,070 | 384,320 | | | | | June 26, 2024 | 40,477 | 1,544,816 | | | | | March 13, 2025 | 20,441 | 780,117 | 20,314 | 775,284 | | James K. Lee | January 22, 2025 | 119,790 | 4,571,794 | | | | | March 13, 2025 | 12,265 | 468,093 | 12,189 | 465,193 | | David R. Shaman | March 17, 2022 | 2,392 | 91,290 | | | | | March 13, 2023 | 6,592 | 251,601 | | | | | March 13, 2024 | 8,517 | 325,051 | | | | | June 26, 2024 | 38,457 | 1,467,708 | | | | | March 13, 2025 | 17,532 | 669,095 | 18,148 | 692,618 |

  59. Outstanding Equity Awards As of December 31, 2025

    (1) 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, except as follows: (i) the remaining 1,767 RSUs granted to Nicholas H. Cumins on June 26, 2024 vest in equal increments on March 13, 2026, 2027 and 2028; (ii) the 29,093 RSUs granted to Nicholas H. Cumins on March 13, 2025 were awarded pursuant to the Career Stock Program and vest 100% on December 15, 2029; (iii) the remaining 161,907 RSUs granted to Nicholas H. Cumins, the remaining 40,477 RSUs granted Werner Andre and the remaining 38,457 RSUs granted to David R. Shaman, in each case, on June 26, 2024 vest in equal increments on each of December 15, 2026, 2027, 2028, and 2029; and (iv) the remaining 119,790 RSUs granted to James K. Lee on January 22, 2025 vest 18% on each of December 15, 2026, 2027, 2028 and 2029. Please see the section entitled “2025 Executive Compensation Details — Equity Incentives” in CD&A. (2) Computed as of December 31, 2025 by multiplying the number of shares subject to awards by the closing price of the Company’s Class B common stock on December 31, 2025. 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, 2025 and included in the table above were confirmed to have been met and the awards vested at 101.7% in January 2026. Please see the section entitled “2025 Executive Compensation Details — Equity Incentives” in CD&A.

  60. Outstanding Equity Awards As of December 31, 2025

    | Executive and Director Compensation | 55 |

  61. Fiscal Year 2025 Pension Benefits

    Fiscal Year 2025 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 2025 we made matching contributions under our 401(k) plan and/or statutorily required pension contributions for each NEO.

  62. 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 2025 for Gregory S. Bentley and David R. Shaman. The DCP is a legacy plan that pre-dates our IPO. Several years prior to our IPO we made the decision to close the DCP to new participants and to discontinue making Company awards to existing participants indefinitely.

  63. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance as of December 31, 2025 ($)(2) | | Gregory S. Bentley | — | — | 653,891 | 1,423,896 | 88,854,439 | | David R. Shaman | — | — | 352,880 | 3,074,624 | 20,747,797 |

  64. Nonqualified Deferred Compensation

    (1) Represents the aggregate dollar value of dividends paid on investments held in the DCP during 2025. 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 is distributable in shares of our Class B common stock. David R. Shaman ‘s DCP balance is invested in a mix of phantom shares, which are distributable in shares of our Class B common stock, and other deemed investment funds, which are distributable in cash.

  65. Nonqualified Deferred Compensation

    | 56 | Executive and Director Compensation |

  66. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Except as noted below with respect to the Severance Policy and as set forth in James K. Lee’s employment agreement described above in “CD&A — Additional Compensation Practices and Policies — Employment Agreements”, 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.” “Double Trigger” Vesting of Restricted Stock Units Upon a change in control of the Company, the Board of Directors may elect to accelerate the vesting of outstanding restricted stock and unit awards issued under the 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 2020 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 currently employed NEO, other than Gregory S. Bentley, has been designated by the Sustainability Committee as an Executive for the purposes of this policy.

  67. Potential Payments Upon Termination or Change in Control

    | Executive and Director Compensation | 57 |

  68. Potential Payments Upon Termination or Change in Control

    Pursuant to this policy, assuming that each such NEO were to undergo a Qualifying Termination in connection with a Change in Control on December 31, 2025, each officer would realize the following amounts in respect of accelerated equity awards:

  69. Potential Payments Upon Termination or Change in Control

    | Name | Equity with Accelerated Vesting (#)(1) | Value of Equity with Accelerated Vesting ($)(2) | | Nicholas H. Cumins | 268,857 | 10,260,927 | | Werner Andre | 102,320 | 3,905,043 | | James K. Lee | 144,244 | 5,505,072 | | David R. Shaman | 91,638 | 3,497,364 |

  70. 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. (2) Calculated by multiplying the number of awards by the closing price of the Company’s Class B common stock on December 31, 2025. Bentley Systems, Incorporated Severance Policy for Key Executives As described above in “CD&A — Additional Compensation Practices and Policies — Severance Policy; Letter Agreement with Nicholas H. Cumins” and “CD&A — Additional Compensation Practices and Policies — Employment Agreements”, Nicholas H. Cumins and James K. Lee are the sole NEO participants in the Severance Policy. Under the terms of this policy, if either such NEO’s employment with the Company or its affiliates is terminated (i) by the Company without Cause (as defined in the Severance Policy) or (ii) by him for “Good Reason” (as defined in the Severance Policy), he is entitled to receive: (x) payments for the 12 months following his termination of an amount equal to the average of the base salary and cash incentive compensation actually paid to him in the two prior full calendar years; (y) payment of premiums by the Company for 12 months of continuing coverage for him and his family of medical benefits; and (z) payment for accrued vacation and other perquisites through the date of termination. If on December 31, 2025, each of Nicholas H. Cumins and James K. Lee was terminated by the Company without Cause or resigned for Good Reason, each individual would have been entitled to the following payments and benefits for twelve (12) months following his termination. As gérant of Bentley France, Nicholas H. Cumins does not accrue vacation days.

  71. Potential Payments Upon Termination or Change in Control

    | Name | Average Base Salary and Cash Incentive Compensation Paid in Two Prior Calendar Years ($) | 12 months of Premiums for Continuing Medical Benefits ($) | Accrued Vacation and Other Perquisites ($) | Total ($) | | Nicholas H. Cumins | 1,435,774 | 1,833 | — | 1,437,607 | | James K. Lee | 669,838 | 8,727 | 16,922 | 695,487 |

  72. Potential Payments Upon Termination or Change in Control

    | 58 | Executive and Director Compensation |

  73. 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, 2025. Our employee directors for fiscal year 2025, Gregory S. Bentley and Nicholas H. Cumins, did not receive any additional compensation for their service on our Board of Directors. The compensation paid to Gregory S. Bentley and Nicholas H. Cumins is presented in the section entitled “Executive Compensation” above.

  74. 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 | 50,000 | — | 50,000 | | Raymond B. Bentley | 50,000 | — | 50,000 | | Kirk B. Griswold | 125,000 | 200,000 | 325,000 | | Janet B. Haugen | 125,000 | 200,000 | 325,000 | | Brian F. Hughes | 125,000 | 200,000 | 325,000 |

  75. Compensation of Directors

    (1) Represents the aggregate grant date fair value of stock awards for fiscal year 2025 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, 2025. 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.”

  76. Bentley Systems, Incorporated Non-Employee Director Compensation Policy

    Bentley Systems, Incorporated Non-Employee Director Compensation Policy For 2025, non-employee directors were paid compensation for services provided to us pursuant to The Bentley Systems, Incorporated Independent Director Compensation Policy 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. Effective for the 2026 election of directors, this re-election award was increased to $225,000; • 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

  77. Bentley Systems, Incorporated Non-Employee Director Compensation Policy

    | Executive and Director Compensation | 59 |

  78. Bentley Systems, Incorporated Non-Employee Director Compensation Policy

    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 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 2025, 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 2025 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.

  79. Bentley Systems, Incorporated Non-Employee Director Compensation Policy

    | 60 | Executive and Director Compensation |

  80. 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.

  81. Pay Ratio

    Pay Ratio Our median employee compensation (excluding our CEO) in 2025 as calculated using Summary Compensation Table requirements was $88,531. For 2025, Nicholas H. Cumins had annual total compensation as CEO of $4,815,961. Therefore, our CEO Pay Ratio for 2025 is approximately 54 to 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.

  82. Pay Ratio

    | Pay Ratio Disclosure | 61 |

  83. 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 current and former chief executive officer and other named executive officers for the 2025 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our current and former 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.

  84. Pay Versus Performance

    | Year | Summary Compensation Table Total for Former PEO(1) ($) | Compensation Actually Paid to Former PEO(5) ($) | Summary Compensation Table Total for Current PEO(1) ($) | Compensation Actually Paid to Current PEO(2)(5) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non- PEO NEOs(4)(5) ($) | Value of Initial Fixed $100 Investment Based On:(6) | | Net Income ($ in millions) | AOI less SBC ($ in millions)(8) | | | | | | | | | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | | | | 2025 | — | — | 4,815,961 | 2,610,738 | 6,026,635 | 5,401,374 | 96.13 | 183.21 | 277.9 | 429.9 | | 2024 | 16,418,063 | 16,418,063 | 13,465,407 | 11,705,160 | 3,451,053 | 2,927,002 | 116.93 | 164.53 | 234.8 | 372.2 | | 2023 | 19,303,412 | 19,303,412 | — | — | 2,433,369 | 5,000,008 | 130.04 | 139.46 | 326.8 | 324.7 | | 2022 | 18,443,020 | 18,443,020 | — | — | 7,408,828 | 6,930,769 | 91.73 | 87.67 | 174.8 | 274.0 | | 2021 | 17,682,926 | 17,682,926 | — | — | 5,047,786 | 5,293,179 | 119.57 | 130.86 | 93.2 | 258.0 |

  85. Pay Versus Performance

    (1) The dollar amounts reported in these columns are the amounts of total compensation reported for Gregory S. Bentley, our Former PEO, and Nicholas H. Cumins, our current PEO, as applicable, 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 Nicholas H. Cumins in the Summary Compensation Table for 2025. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Nicholas H. Cumins during 2025.

  86. Pay Versus Performance

    | 2025 Adjustments for Nicholas H. Cumins Description | 2025 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment(a) | (2,205,223) |

  87. (a)

    | 62 | Pay Versus Performance |

  88. (b)

    | Pay Versus Performance | 63 |

  89. Net Income

    | 64 | Pay Versus Performance |

  90. Tabular List of Financial Performance Measures

    | Pay Versus Performance | 65 |

  91. 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.