Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On March 17, 2022, the Sustainability Committee (the "Committee") of the Board of Directors (the "Board") of Bentley Systems, Incorporated (the "Company"), pursuant to the authority delegated to it by the Board, approved new compensation arrangements for Nicholas Cumins and Werner Andre, two of the Company's named executive officers (together, the "Executive Officers"), in connection with their promotions to Chief Operating Officer and Chief Financial Officer, respectively.





Cash Compensation

The Committee approved annual cash compensation (consisting of base salary and on-target incentive compensation) for each of the Executive Officers as set forth in the table below, to be effective from April 1, 2022. Nicholas Cumins' cash compensation is paid in Euros. The U.S. dollar amounts set forth below for Nicholas Cumins have been converted from Euros using an exchange rate of USD 1.00 to EUR 1.111, the exchange rate in effect on March 17, 2022.





                                                                  On-Target Incentive
     Name                  Title              Base Salary            Compensation
Nicholas Cumins   Chief Operating Officer        €587,709                €587,709
                                              (USD $652,944)          (USD $652,944)
 Werner Andre     Chief Financial Officer        $400,000                $400,000

On-Target Incentive compensation payouts are made quarterly and are based upon the achievement of certain management-by-objectives ("MBO") annual goals. These MBO goals are set at the beginning of the annual performance period and contain a mix of quantitative and qualitative goals.

Annual Restricted Stock Unit Awards

As part of its annual equity award grant cycle, the Committee also approved an annual grant of time-based restricted stock units covering shares of the Company's Class B common stock (the "RSUs") to each of the Executive Officers pursuant to the Company's 2020 Omnibus Incentive Plan (the "Plan"). The grant date of the annual RSUs is March 17, 2022, and they vest in one-quarter increments on the first four anniversaries of the grant date, subject to each Executive Officer's continued employment with the Company on such date. The annual RSUs granted were as follows:





     Name                  Title              RSUs
Nicholas Cumins   Chief Operating Officer     22,525
 Werner Andre     Chief Financial Officer     13,580

As part of its annual equity award grant cycle, the Committee also approved an annual grant of performance-based restricted stock units covering shares of the Company's Class B common stock (the "PSUs") to each of the Executive Officers pursuant to the Plan. The annual PSUs have a twelve-month performance period and vest based on the same targets and criteria applicable to the first year of the PSUs described below under "Extraordinary Restricted Stock Unit Awards" except that, with respect to Nicholas Cumins' annual PSU award, the New Business target for fiscal year 2022 excludes New Business from certain activities overseen by our Chief Investment Officer. To the extent performance exceeds the applicable targets for 2022, the Executive Officers could realize a maximum of 1.25x the number of annual PSUs granted.

The grant date of the annual PSUs is March 17, 2022. The annual PSUs granted were as follows:





     Name                  Title                On-Target PSUs

Nicholas Cumins Chief Operating Officer 22,525 (28,156 maximum)

Werner Andre Chief Financial Officer 13,580 (16,975 maximum)

Extraordinary Restricted Stock Unit Awards

The Committee also approved an extraordinary grant of time-based RSUs to the Executive Officers pursuant to the Plan. The grant date of the RSUs is March 17, 2022, and they vest 100% on January 31, 2025, subject to each Executive Officer's continued employment with the Company on such date. The RSUs granted were as follows:





     Name                  Title              RSUs
Nicholas Cumins   Chief Operating Officer     77,161
 Werner Andre     Chief Financial Officer     23,148

The Committee also approved an extraordinary grant of PSUs to the Executive Officers pursuant to the Plan.

The PSUs will vest subject to the attainment of performance goals over a three-year performance period (the "Performance Period"). For each year of the Performance Period, one-third of the PSUs will be subject to a cliff, whereby no vesting of that portion will occur unless the Company's Adjusted EBITDA margin (as defined in the Company's quarterly public filings) also equals or exceeds the relevant target level for such year. Provided Adjusted EBITDA margin targets are met, the total number of PSUs that will vest is based on a measurement of New Business during the Performance Period against a cumulative New Business target for the Performance Period. Final actual vesting will be determined on January 31, 2025, subject to each Executive Officer's continued employment on such vesting date.





For the purposes of the PSUs:

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 grant date of the PSUs is March 17, 2022. The PSUs granted were as follows:





     Name                  Title              PSUs

Nicholas Cumins Chief Operating Officer 77,161

Werner Andre Chief Financial Officer 23,148




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The foregoing is only a brief description of the material terms of the cash compensation, RSUs and PSUs. The Company intends to provide additional information regarding these compensation components in the Company's proxy statement for the 2023 Annual Meeting of Stockholders of the Company.

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