Bentley Systems CEO Compensation Details Revealed in 8-K/A

TL;DR

Bentley Systems updated its 8-K to detail new CEO Cumins' pay and changes for Exec Chair Bentley.

AI Summary

Bentley Systems, Inc. filed an amendment (8-K/A) on June 28, 2024, to its March 21, 2024, 8-K filing. This amendment details the compensation for Nicholas H. Cumins, who will transition to Chief Executive Officer on July 1, 2024, and also outlines changes to Gregory S. Bentley's compensation as he moves to Executive Chair of the Board.

Why It Matters

This filing provides crucial details on executive compensation for key leadership transitions, impacting investor understanding of the company's financial structure and executive incentives.

Risk Assessment

Risk Level: low — The filing is an amendment providing compensation details for executive transitions, not a material event that inherently increases risk.

Key Players & Entities

• Bentley Systems, Inc. (company) — The company filing the amendment.
• Nicholas H. Cumins (person) — Incoming Chief Executive Officer.
• Gregory S. Bentley (person) — Incoming Executive Chair of the Board.
• July 1, 2024 (date) — Effective date of the CEO transition.
• March 21, 2024 (date) — Date of the original 8-K filing.

FAQ

Key Financial Figures

• $0.01 — tered Class B common stock, par value $0.01 per share BSY The Nasdaq Stock Marke
• $825,755 — pproved a base salary for Mr. Cumins of $825,755 and an annual cash incentive compensati
• $200,000 — compensation, including base salary of $200,000 annually, has not been changed. The fo

Filing Documents

• tm2418463d1_8ka.htm (8-K/A) — 45KB
• tm2418463d1_ex10-1.htm (EX-10.1) — 40KB
• tm2418463d1_ex10-2.htm (EX-10.2) — 15KB
• tm2418463d1_ex10-3.htm (EX-10.3) — 10KB
• tm2418463d1_ex10-2img001.jpg (GRAPHIC) — 4KB
• tm2418463d1_ex10-2img002.jpg (GRAPHIC) — 11KB
• tm2418463d1_ex10-2img003.jpg (GRAPHIC) — 3KB
• 0001104659-24-076289.txt ( ) — 329KB
• bsy-20240315.xsd (EX-101.SCH) — 3KB
• bsy-20240315_lab.xml (EX-101.LAB) — 33KB
• bsy-20240315_pre.xml (EX-101.PRE) — 22KB
• tm2418463d1_8ka_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 26, 2024, the Sustainability Committee of the Board (the " Committee ") approved the following compensatory arrangements in connection with Mr. Cumin's transition to the role of CEO of the Company and Mr. Bentley's transition to the role of Executive Chair. Nicholas H. Cumins – Compensation Changes Cash Compensation The Committee approved a base salary for Mr. Cumins of $825,755 and an annual cash incentive compensation (" OTI ") target of $825,755, to be effective from July 1, 2024. Mr. Cumins' cash compensation is paid in Euros and has been converted from Euros to United was originally set by the Committee in March 2024. OTI payouts are based upon the achievement of growth goals related to the Company's revenue growth rate, Adjusted operating income inclusive of stock-based compensation expense (" Adjusted OI w/ SBC ") margin, and annual recurring revenue growth rate (each as defined in the Company's quarterly public filings). Mr. Cumins' total OTI payment is determined 70% by the attainment of the goal for the sum of revenue growth rate and Adjusted OI w/SBC margin, and 30% by the attainment of the annual recurring revenue growth rate goal. Each such metric requires at least 80% of the applicable target to be met in order for payouts to be made with respect to each such metric, with each payout subject to a maximum of 120% of the OTI target amount. Top Up Restricted Stock Unit and Performance Stock Unit Awards for 2024 In connection with the changes to Mr. Cumins' 2024 cash compensation noted above, the Committee also approved a grant of time-based restricted stock units covering 2,337 shares of the Company's Class B common stock (the " 2024 RSUs ") to Mr. Cumins pursu

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Bentley Systems, Incorporated Severance Policy for Key Executives 10.2 Letter Agreement by and among Nicholas H. Cumins, Bentley Systems, Incorporated and Bentley Systems France S.a.r.l. 10.3 Amendment No. 2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bentley Systems, Incorporated Date: June 28, 2024 By: /s/ David R. Shaman Name: David R. Shaman Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K/A filing on SEC EDGAR