BENTLEY SYSTEMS INC CLASS B (BSY)
Sector: Information Technology
2026 Annual Meeting Analysis
BENTLEY SYSTEMS INC CLASS B · Meeting: May 21, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Gregory S. Bentley has been a director and senior executive since the company's founding, so his tenure fully overlaps the underperformance period; BSY's 3-year return of -24% trails the peer group median by 29.8 percentage points, exceeding the 20-point threshold for negative absolute TSR, and the 5-year gap of -23.5 percentage points also exceeds the same threshold so the 5-year mitigant does not apply; additionally, as a founding family member serving in an executive role, he raises familial/founder-control concerns.
Keith A. Bentley co-founded the company in 1984 and has served as a director since inception, so his tenure fully overlaps the underperformance period; the same 29.8-percentage-point 3-year peer underperformance trigger applies and the 5-year record does not mitigate it; as a co-founding Bentley family member he also raises concerns about the concentration of family control on the board.
Barry J. Bentley co-founded the company in 1984 and has served as a director since inception, so his tenure fully overlaps the underperformance period; the 3-year peer underperformance trigger fires at -29.8 percentage points against a 20-point threshold and the 5-year record does not mitigate it; as a founding Bentley family member he also contributes to the concentrated family-control concern.
Raymond B. Bentley has served as a director since May 2015, which means his tenure covers the full 3-year and 5-year underperformance periods; the 3-year peer gap of -29.8 percentage points exceeds the 20-point threshold for negative absolute TSR and the 5-year gap of -23.5 points does not provide mitigation; as a Bentley family member he also contributes to the founder-control concentration concern.
Kirk B. Griswold has served as a director since 2002, so his tenure fully covers the underperformance period; BSY's 3-year return trails the peer group median by 29.8 percentage points, exceeding the 20-point trigger for negative absolute TSR, and the 5-year comparison also fails to mitigate the trigger; no other overriding positive factors exempt him from the vote-against determination.
Janet B. Haugen has served as a director since September 2020, so her tenure covers the full 3-year underperformance period; BSY's 3-year return is -24% versus a peer median of +5.8%, a gap of -29.8 percentage points that exceeds the 20-point threshold for negative absolute TSR, and the 5-year gap of -23.5 points does not mitigate the trigger; her strong financial credentials are noted but do not override the objective TSR trigger.
Brian F. Hughes has served as a director since February 2020, so his tenure covers the full 3-year underperformance period; the same -29.8 percentage-point 3-year peer underperformance trigger applies and the 5-year record does not provide mitigation; note that as Audit Committee Chair and a former KPMG partner, his financial expertise is strong, but the objective TSR trigger governs regardless.
For Analysis
Nicholas H. Cumins joined the board in September 2024, which is less than 24 months before the May 2026 meeting, so he is exempt from the TSR underperformance trigger under the voting policy's new-director rule; no other disqualifying flags apply.
Seven of eight nominees receive an AGAINST vote determination. BSY's stock has declined 24% over three years while the company's own disclosed peer group gained a median of 5.8%, producing a gap of nearly 30 percentage points — well above the 20-point threshold triggered when a company's absolute return is negative. The five-year record is similarly weak (-35.9% for BSY versus a peer median of -12.4%, a gap of -23.5 points still exceeding the threshold), so the five-year mitigant does not apply for any incumbent director. The sole exception is CEO Nicholas H. Cumins, who joined the board in September 2024 and is within the 24-month new-director exemption window. Four of the seven AGAINST votes also involve Bentley family members who have served since the company's founding, which heightens concerns about concentrated family control at a company that has significantly underperformed its peers.
Say on Pay
✓ FORCEO
Nicholas H. Cumins
Total Comp
$4,815,961
Prior Support
97%%
The CEO's total compensation of approximately $4.8 million is reasonable for a technology company of BSY's size and scope, and the prior Say on Pay vote received approximately 97% shareholder support — well above the 70% threshold that would require a response. The pay program is predominantly variable: equity awards and cash incentives make up the large majority of total compensation, performance stock awards vested at roughly 102% of target based on objective financial metrics (operating margin and new business growth), and short-term bonuses were paid near target levels reflecting actual 2025 results. A clawback policy is in place, and stock ownership requirements are met, so no structural red flags are identified.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,693,106
Non-Audit Fees
$1,139,700
Non-audit fees (audit-related fees of $390,000 + tax fees of $489,700 + all other fees of $260,000 = $1,139,700) represent approximately 31% of total fees but 30.9% when compared to audit fees alone — however, using audit fees as the denominator: $1,139,700 / $3,693,106 = 30.9%, which is below 50%; re-examining the policy, the non-audit fee ratio is non-audit fees divided by audit fees: $1,139,700 / $3,693,106 ≈ 30.9%, which is below the 50% threshold, so the trigger does not fire. KPMG is a Big 4 firm appropriate for a $9.5 billion company, auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are identified. Vote is FOR.
Overall Assessment
The 2026 Bentley Systems annual meeting ballot presents a largely problematic director slate: seven of eight nominees warrant an AGAINST vote due to sustained stock price underperformance relative to the company's own peer group, with BSY trailing peer median total returns by nearly 30 percentage points over three years and the five-year record offering no mitigation. The Say on Pay program is well-structured with strong prior-year shareholder support and does not trigger any negative flags, and auditor ratification of KPMG passes the non-audit fee ratio and other applicable tests.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing