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Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE
The CD&A section of this Proxy Statement sets forth the financial and other factors considered by the Sustainability Committee when reviewing and setting the compensation of our chief executive officer and other named executive officers for the 2022 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our principal executive officer (“PEO”) and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the re-evaluation of unvested and outstanding equity awards.
Year
Summary
Compensation
Table Total
for PEO
(1)
($)
Compensation
Actually Paid
to PEO
(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(3), (4)
($)
Average
Compensation
Actually Paid
to Non-
PEO Named
Executive
Officers
(3), (5)
($)
Value of Initial
Fixed $100 Investment
Based On:
(6)
Net
Income
($in
millions)
Adjusted
Net
Income
($in
millions)
(8)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(7)
($)
2022
18,443,020
18,443,020
7,408,828
6,930,769
111.06
99.08
174.8
274.5
2021
17,682,926
17,682,926
5,047,786
5,293,179
144.76
147.89
93.2
267.9
2020
14,462,703
14,467,137
6,770,320
6,774,754
121.07
113.02
126.5
193.3
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Gregory S. Bentley for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement.
(2)
In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Gregory S. Bentley in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Gregory S. Bentley during the applicable year.
Description
2020
($)
2021
($)
2022
($)
Change in Pension Value Deduction
Pension Service Cost Addition
Prior Pension Service Cost Addition
Stock and Option Awards Adjustment(a)
4,434
(a)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Year
Subtract:
Grant date
fair value
of equity
awards as
reported
in the
“Stock Awards”
column of the
Summary
Compensation
Table for each
applicable year
Add:
Year End
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted
During the
Applicable
Year
Add:
Year over
Year
Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
Add:
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
Add:
Year over
Year
Change
in Fair
Value of Equity
Awards
Granted
in Prior Years
that Vested in
the Year
Subtract:
Fair Value at the
End of the
Prior
Year of
Equity
Awards that
Faired to Meet
Vesting
Conditions
in the
Year
Add:
Value of
Dividends or
other
Earnings
Paid on
Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Sum:
Total Equity
Award
Adjustments
2022
(13,816,452)
13,816,452
2021
(12,560,818)
12,560,818
2020
(2,393,373)
2,397,807
4,434
(3)
The dollar amounts reported in this column represent the average of the total amounts reported for our non-CEO NEOs for each given year as reported in the “Total” column of the Summary Compensation Table in our proxy statement for the applicable year. Our non-CEO NEOs were: (i) for 2022, Werner Andre, Keith A. Bentley, Nicholas H. Cumins and David J. Hollister; (ii) for 2021, Keith A. Bentley, Gus Bergsma, David J. Hollister and Nicholas H. Cumins; and (iii) for 2020, Keith A. Bentley and David J. Hollister. We refer to these individuals collectively as the “Non-CEO NEOs.”
(4)
In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the Non-CEO NEOs, the following adjustments were made to the amounts reported in the applicable Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the Non-CEO NEOs as a group during the applicable year.
Description
2020
($)
2021
($)
2022
($)
Change in Pension Value Deduction
Pension Service Cost Addition
Prior Pension Service Cost Addition
Stock and Option Awards Adjustment(a)
4,434
245,393
(478,059)
(a)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Year
Subtract:
Grant date
fair value of
equity awards
as reported
in the
“Stock Awards”
column of the
Summary
Compensation
Table for each
applicable year
Add:
Year End
Fair Value of
Outstanding
and
Unvested
Equity Awards
Granted
During the
Applicable
Year
Add:
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
Add:
Fair Value
as of Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
Add:
Year over
Year Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Subtract:
Fair Value
at the End
of the
Prior Year of
Equity Awards
that Faired to
Meet Vesting
Conditions
in the Year
Add:
Value of
Dividends or
other Earnings
Paid on
Stock or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
Sum:
Total
Equity
Award
Adjustments
2022
(4,827,033)
2,524,066
(156,782)
2,149,225
(167,535)
(478,059)
2021
(2,519,513)
547,891
160,846
1,953,906
232,301
(130,038)
245,393
2020
(1,275,482)
1,279,916
4,434
(5)
When calculating amounts of  “compensation actually paid” for purposes of this table:
The fair value of each stock option award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 718 using a variation of the Black-Scholes option pricing model and the key input variables (assumptions) of that model as described in Note 15 to our financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023. The assumptions used were not materially changed from those described in Note 15 but were updated at each valuation date to reflect the then-current value of each variable.
The fair value of time-vesting restricted awards and RSUs was estimated at each valuation date using the market price of the Company’s common stock on the relevant valuation date and includes the value of dividend equivalents accrued from the grant date through the relevant valuation date. The fair value of PSUs was estimated at each valuation date using: (1) the market price of the Company’s common stock on the relevant valuation date; and (2) an adjustment to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period.
(6)
Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on September 23, 2020 (the date on which the Company’s Class B common stock began trading publicly following its initial public offering) through and including the end of the fiscal year for each year reported in the table as required by the Rule.
(7)
Reflects total shareholder return for The Nasdaq US Benchmark Software Index, which is the peer group used for purposes of the performance graph the Company generates pursuant to Item 201(d) of Regulation S-K.
(8)
For purposes of the Rule, we have identified Adjusted Net Income as our Company-Selected Metric. Adjusted Net Income is defined as GAAP net income adjusted for the following: amortization of purchased intangibles, stock-based compensation, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), other non-operating (income) expense, net, the tax effect of the above adjustments to net income, and (income) loss from investments accounted for using the equity method, net of tax, for the respective periods. Although the Company views Adjusted Net Income to be an important financial performance measure, among others, that the Sustainability Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to Company performance.
   
Company Selected Measure Name Adjusted Net Income    
Named Executive Officers, Footnote [Text Block]
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Gregory S. Bentley for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement.
(3)
The dollar amounts reported in this column represent the average of the total amounts reported for our non-CEO NEOs for each given year as reported in the “Total” column of the Summary Compensation Table in our proxy statement for the applicable year. Our non-CEO NEOs were: (i) for 2022, Werner Andre, Keith A. Bentley, Nicholas H. Cumins and David J. Hollister; (ii) for 2021, Keith A. Bentley, Gus Bergsma, David J. Hollister and Nicholas H. Cumins; and (iii) for 2020, Keith A. Bentley and David J. Hollister. We refer to these individuals collectively as the “Non-CEO NEOs.”
   
Peer Group Issuers, Footnote [Text Block]
(6)
Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on September 23, 2020 (the date on which the Company’s Class B common stock began trading publicly following its initial public offering) through and including the end of the fiscal year for each year reported in the table as required by the Rule.
   
PEO Total Compensation Amount $ 18,443,020 $ 17,682,926 $ 14,462,703
PEO Actually Paid Compensation Amount $ 18,443,020 17,682,926 14,467,137
Adjustment To PEO Compensation, Footnote [Text Block]
(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 Gregory S. Bentley in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Gregory S. Bentley during the applicable year.
Description
2020
($)
2021
($)
2022
($)
Change in Pension Value Deduction
Pension Service Cost Addition
Prior Pension Service Cost Addition
Stock and Option Awards Adjustment(a)
4,434
(a)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Year
Subtract:
Grant date
fair value
of equity
awards as
reported
in the
“Stock Awards”
column of the
Summary
Compensation
Table for each
applicable year
Add:
Year End
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted
During the
Applicable
Year
Add:
Year over
Year
Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
Add:
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
Add:
Year over
Year
Change
in Fair
Value of Equity
Awards
Granted
in Prior Years
that Vested in
the Year
Subtract:
Fair Value at the
End of the
Prior
Year of
Equity
Awards that
Faired to Meet
Vesting
Conditions
in the
Year
Add:
Value of
Dividends or
other
Earnings
Paid on
Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Sum:
Total Equity
Award
Adjustments
2022
(13,816,452)
13,816,452
2021
(12,560,818)
12,560,818
2020
(2,393,373)
2,397,807
4,434
   
Non-PEO NEO Average Total Compensation Amount $ 7,408,828 5,047,786 6,770,320
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,930,769 5,293,179 6,774,754
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(4)
In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the Non-CEO NEOs, the following adjustments were made to the amounts reported in the applicable Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the Non-CEO NEOs as a group during the applicable year.
Description
2020
($)
2021
($)
2022
($)
Change in Pension Value Deduction
Pension Service Cost Addition
Prior Pension Service Cost Addition
Stock and Option Awards Adjustment(a)
4,434
245,393
(478,059)
(a)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Year
Subtract:
Grant date
fair value of
equity awards
as reported
in the
“Stock Awards”
column of the
Summary
Compensation
Table for each
applicable year
Add:
Year End
Fair Value of
Outstanding
and
Unvested
Equity Awards
Granted
During the
Applicable
Year
Add:
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
Add:
Fair Value
as of Vesting
Date of
Equity
Awards
Granted
and Vested
in the Year
Add:
Year over
Year Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Subtract:
Fair Value
at the End
of the
Prior Year of
Equity Awards
that Faired to
Meet Vesting
Conditions
in the Year
Add:
Value of
Dividends or
other Earnings
Paid on
Stock or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
Sum:
Total
Equity
Award
Adjustments
2022
(4,827,033)
2,524,066
(156,782)
2,149,225
(167,535)
(478,059)
2021
(2,519,513)
547,891
160,846
1,953,906
232,301
(130,038)
245,393
2020
(1,275,482)
1,279,916
4,434
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Total Shareholder Return
The following chart shows the relationship between: (1) the compensation actually paid (“CAP”) to our CEO and the average CAP to the Non-CEO NEOs; (2) the cumulative total shareholder return (“TSR”) of the Company for 2020 (beginning on its IPO date), 2021 and 2022; and (3) the TSR of The Nasdaq US Benchmark Software Index (“NBSI”) during the same period.
[MISSING IMAGE: bc_tsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
Net Income
The following chart shows the relationship between: (1) the compensation actually paid to our CEO and the average compensation actually paid to the Non-CEO NEOs; and (2) the net income of the Company for the last three fiscal years.
[MISSING IMAGE: bc_netincome-pn.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Adjusted Net Income
The following chart shows the relationship between: (1) the compensation actually paid to our CEO and the average compensation actually paid to the Non-CEO NEOs; and (2) Adjusted Net Income for the last three fiscal years.
[MISSING IMAGE: bc_adjebitda-pn.jpg]
   
Tabular List [Table Text Block]
Tabular List of Financial Performance Measures
For purposes of the Rule, we have identified the following performance measures, which the Sustainability Committee considered, among others, when making executive compensation decisions for performance year 2022, in response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K.
Adjusted Net Income Adjusted EBITDA
Adjusted EBITDA Margin New Business
As noted above, however, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial or non-financial performance measure specifically to link executive compensation “actually paid” to Company performance.
   
Total Shareholder Return Amount $ 111.06 144.76 121.07
Peer Group Total Shareholder Return Amount 99.08 147.89 113.02
Net Income (Loss) $ 174,800,000 $ 93,200,000 $ 126,500,000
Company Selected Measure Amount 274.5 267.9 193.3
PEO Name Gregory S. Bentley    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Net Income    
Non-GAAP Measure Description [Text Block]
(8)
For purposes of the Rule, we have identified Adjusted Net Income as our Company-Selected Metric. Adjusted Net Income is defined as GAAP net income adjusted for the following: amortization of purchased intangibles, stock-based compensation, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), other non-operating (income) expense, net, the tax effect of the above adjustments to net income, and (income) loss from investments accounted for using the equity method, net of tax, for the respective periods. Although the Company views Adjusted Net Income to be an important financial performance measure, among others, that the Sustainability Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Sustainability Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Sustainability Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to Company performance.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA Margin    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name New Business    
PEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     $ 4,434
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (13,816,452) $ (12,560,818) (2,393,373)
PEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 13,816,452 12,560,818 2,397,807
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (478,059) 245,393 4,434
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,827,033) (2,519,513) (1,275,482)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,149,225 1,953,906 $ 1,279,916
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,524,066 547,891  
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (156,782) 160,846  
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (167,535) 232,301  
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   $ (130,038)