Board Justification

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

Board Justification

Cash payouts are based upon the achievement of growth goals tied to the Company’s revenue growth rate, Adjusted OI w/ SBC margin and annualized recurring revenue growth rate. Mr. Cumins’ total incentive payment is weighted 70% toward the combined revenue growth rate and Adjusted OI w/SBC margin goals and 30% toward the annualized recurring revenue growth rate goal. A minimum of 80% of each target must be met for any payout under that metric, with payouts capped at 120% of the incentive target.

Board Justification

Company contributions to a French statutory pension plan, vehicle and health and fitness club and other allowances, family travel reimbursement, and payment of accrued vacation.

Board Justification

Time-based RSUs vest over four years in annual installments, beginning with the first anniversary of the date of grant. Performance-based PSUs have a one-year 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 Adjusted OI w/ 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.