The People Behind MicroStation

“I was developing this pretty complicated application,” he recalled, “and I couldn’t figure out a way to do something.” So, he described the problem to John Gooding. “The father of MDL”—as Singh thought of him—“heard me out and said, ‘I think I can help you.’ Then, he went back and wrote a custom API function and shipped it to me on a five-and-a-quarter-inch floppy.”

“And to me, that humility and openness to working with a customer was the embodiment of how far ahead they were in terms of the customer-success mindset,” Singh said. “That whole attitude of ‘everybody’s in support’ made people lifelong loyalists—almost like the Apple cult.”

Now, Singh had entered the inner sanctum—“and there was no mollycoddling, man,” he laughed. “If you weren’t good, you could not hide.”

As a member of the core graphics team led by Jim Bartlett, he was assigned to a group developing MicroStation Modeler under the direction of Lu Han. Nearby, Shaun Sewall led another cohort developing MicroStation PowerDraft, a stripped-down package designed to challenge AutoCAD software’s grip on the broad market for entry-level CAD. “This is May of 1994,” Singh recollected, “and they wanted to have products in the marketplace by January 1, 1995.” Meanwhile Keith, Barry, and Ray were forging ahead with improvements destined for MicroStation 95—which would debut AccuDraw and SmartLine along with new features ranging from dockable toolboxes and dialogs, to non-modal plotting and rendering surface soothing, to keyframe animation and movie generation/playback.

“We were working 12 and 16 hours a day, six days a week,” Singh remembered. “People slept in the office. And everybody was a superstar. I certainly had imposter syndrome for a while, initially. It took me a while to find my legs and swim, because when you joined, they threw you into the deep end and watched to see if you would surface.”

The reason for that was simple: there was no shallow end. Everyone was working on hard problems—and the company could barely hire new people fast enough to solve them all. In the space of a single year, Bentley Systems mushroomed from 80 to 200 colleagues.

“We literally had people whose desks were in what was designed to be a closet,” said George Church, the former Intergraph marketing manager, who joined Bentley in the fall of 1994. “People were in the hallways. There was no space for anything.”

A hothouse atmosphere suffused Building 1 in the mid to late 1990s. “It was super intense,” said Singh. On one end of the spectrum were spectacles like Barry reaching his outer limit—and pushing through. The telltale sign, Singh came to learn, was a computer screen knocked off its base. “He would hit it, and the monitor would fall over on its side—and he would keep programming! So, if you walked in and saw that on its side, you knew Barry was mad. And then, when he was okay, he’d put it back up.” On the other end was the solidarity all that intensity begat. When midnight chimed for the Modeler group, Singh recalled, the office intercom would crackle to life with the Latin-tinged surf melody of The Champs’ iconic “Tequila,” “and we would all go walking down to this guy’s cube and have shots.” Somewhere in between fell the “super competitive” weekly bowling league, whose winning team carried a bowling pin back to Building 1 to display as a badge of honor.

While Keith presided over a software development group co-anchored by Barry and Ray, and Scott led operations, Greg steered business strategy. As Bentley Systems hurtled toward autonomy from Intergraph, Greg settled on a sales approach he dubbed “indirect expediency.” Constrained by a compressed timeline from building out a direct sales force, Bentley Systems opted to rely on networks of third-party distributors and resellers. Two new colleagues would contribute mightily to this effort, both of whom joined the company as “draft picks” from Intergraph.

As part of the divorce settlement, an arbitrator had granted Bentley Systems the right to offer employment to a limited number of Intergraph personnel. The process demanded some tactical finesse. After Bentley named 20 candidates, Intergraph could place 10 of them off-limits, three of whom Bentley would be permitted to claw back into a pool of potential new hires. The final list included JB Monnier—the Intergraph France engineer who’d raised his hand to take on MicroStation back in 1987—and a Dutchman named Ted Lamboo.

Lamboo, a geodetic engineer who first encountered Intergraph as a user in 1979 during a stint with the Netherlands’ national mapping agency, joined the company’s European operations in 1982. From system installations to customer support, he wore a lot of hats, and in 1987 found himself in Huntsville working for a year as a liaison while Intergraph established its first manufacturing plant outside the United States in the Netherlands. The timing put Lamboo in discussions about how to handle MicroStation abroad, and when he transferred back to Europe he assumed responsibility for the software’s distribution in Europe, the Middle East, and Africa.

“We thought that would be 20 percent of my job,” Lamboo recalled. “But it very soon became 80 percent.” Before the European Union, single currency, and other elements of economic integration, navigating licensing and manufacturing issues for MicroStation’s many European-language versions could be a complex endeavor. Intergraph also viewed the software a little differently across the Atlantic. “Intergraph gave Intergraph Europe a bit more rope in free distribution than it did within America,” Lamboo explained. “In America, it was relatively defensive, because they wanted to sell as much Intergraph hardware as possible. But on the European side, they saw MicroStation as way to use the PC to get a bigger user base—because there were many countries, particularly in Eastern Europe, where CAD systems and American hardware were difficult to distribute east of the Iron Curtain.”

Lamboo set about establishing a reseller network with the help of George Church, who came over from North America to put his shoulder to the wheel. Within a couple years, the Intergraph-Bentley relationship began to deteriorate, but Lamboo remained committed. He required Huntsville’s sign-off for anything he wanted to do, “but I got a lot more done directly with the Bentley brothers,” he said, “and we wanted to do stuff that Huntsville did not want to do.”

Around 1989, Lamboo developed a $2 million plan to invest in the MicroStation market across the continent. He envisioned expanded operations requiring additional staff. After securing the support of his executive vice president at Intergraph Europe, who pledged $1 million if Bentley Systems was willing to match it, Lamboo traveled to Pennsylvania to try to sell the brothers on pitching in. This was bound to be a heavy lift. The companies’ agreement firmly placed the responsibility for marketing upon Intergraph. And Lamboo found that the Bentleys indeed held diverse opinions on the matter. But he stood by as Keith huddled with his brothers and emerged with a guarded openness to the unorthodox plan, which amounted to an end-run around Intergraph’s Huntsville brass. After further discussion, the Bentleys agreed to contribute $750,000.

It made a lasting impression on Lamboo. “This was an exemplary moment where the Bentleys proved to me how committed and serious they were about making MicroStation renowned worldwide,” he said. Their trust and daring also gave him the feeling that he was “walking around with someone else’s wallet in my hands—and spending the money as if it were my own.”

After Lamboo landed on Bentley’s draft list in 1994, Intergraph offered him his pick of three plum positions to stay. Lamboo felt a deep connection to the company where he’d worked for a dozen years, but couldn’t pass up the chance to start with a “clean sheet” managing Bentley’s sales channels in Europe. As he later reflected, “How often do you get the chance to set up a company that’s already number 2 in the global market at the moment of opening an office?”

He joined Bentley in 1994 and came to regard the mid ’90s as his “tropical years,” referring to the Royal Netherlands Army’s custom of crediting soldiers with two years of military service for every year they braved the intensity of equatorial climes. “We had three years of opening Bentley left, right and center,” Lamboo recalled, “working eight days a week.”

“One week we opened Munich,” he elaborated. “The next week we opened Paris. Then—oh damn—we haven’t got enough money for payroll, so we have to wait a couple weeks. But in the meantime, we need distributors in Germany, we need resellers in Finland, we need a third-party developer program, we need to do our own software production, we need a direct customer-service group…”

“It was a very interesting time: very difficult but also very rewarding. I opened Russia, Africa, Poland—and these were not just easy places—setting up groups and leadership, getting teams to handle sales reporting and forecasting with no SAP system, just spreadsheets and local administration... everything was happening everywhere.”

While Lamboo built sales channels in Europe, JB Monnier moved to Bentley’s headquarters in Exton to oversee distribution worldwide. The role suited him well in at least two ways.

For one, the Alsace native’s intercultural fluidity dated back to his childhood, seven years of which he spent in Morocco, where his father worked in the textile trade. As a master’s degree student in engineering in Lyon, Monnier participated in an exchange program in Chicago, where he worked on solar energy. Then, he returned to the Illinois Institute of Technology to pursue a Ph.D. in aerospace engineering.

After earning his doctorate, he worked for a French construction firm on a billion-dollar project in Riyadh, Saudi Arabia. By the time he joined Intergraph France in 1987, he’d spent more time outside of his home country than within it.

Monnier had also drawn close to the Bentley brothers while running point for MicroStation in France, where his emphasis on cultivating third-party developers helped make that country Bentley’s best market on the continent. He grew that network through events like an annual MicroStation Forum he staged in Paris’s La Défense business district, which attracted big engineering firms as well as small-scale value-added resellers “who were fighting to sell their own IP” with MicroStation extensions that amplified the software’s appeal as a platform.

Through such initiatives, Monnier became an early supporter of companies like Styli Camateros and Carey Mann’s HMR. Finding their clever way of synchronizing aerial photography and satellite imaging to scaled maps without distortion “stunning,” Monnier connected them with a distributor in France and blessed them with extra attention via a peoples-choice style prize ceremony at the MicroStation Forum in La Défense (while Intergraph’s executives looked on somewhat aghast by the upstart’s victory over their own company’s competing product).

Monnier joined a distribution and marketing effort that faced an unusual conundrum. “As Bentley readied itself for marketplace independence approaching January 1995,” recalled Tom Anderson, who worked under Monnier in corporate communications,

The MicroStation brand was associated overwhelmingly with Intergraph. Software reviews in the computing press typically referred to “Intergraph’s MicroStation” and frequently omitted the name Bentley entirely. Even some “long-established users,” Anderson recollected, “didn’t know who we were.”

Arguably our greatest marketing challenge was to tell our users who we were.

Monnier regarded the “famous” Blackball Mall episode at IGUG 1994 as a publicity coup. “It was genius. It was provocative,” he said. It was a “storytelling” triumph that so many non-aligned developers came back from an industry meeting “and said, ‘You know what, that was fun!’” But although that brief spell in the limelight brought useful “notoriety,” Monnier allowed that “structured communication” was something Bentley lacked—never having had to shoulder the burden of branding.

They sought assistance from a New York marketing firm that suggested a new tagline identifying Bentley as “The Company Behind MicroStation.”

By Tom Anderson’s reckoning, it was a well-conceived effort—but one word choice rang wrong. “It would allow us to inform our users that the product they had grown to love over the last decade was actually not from Intergraph, but from this small Pennsylvania company run by five brothers,” he recollected. “Yet the idea was not quite right—it still lacked personality.” The focus had understandably been on the company trying to introduce itself anew. “But our reputation had been built on the Bentley brothers and their innovation—not the ‘company,’ which no one knew,” Anderson argued. “So in an unexpected moment of brilliance, I suggested that the tagline should be ‘The People Behind MicroStation’”—and that’s what stuck.

As the 1990s progressed MicroStation remained the “big flywheel,” as Ray called it, humming at the center of Bentley Systems. MicroStation 95 debuted at the decade’s midpoint, followed in 1997 by MicroStation SE, and then MicroStation/J—which incorporated Java and introduced Solids modeling—in late 1998. Intel’s Pentium chip, among other hardware advances, facilitated increasingly powerful design features. The software continued to receive positive reviews. But Bentley was not without its critics, and an unforgettable one surfaced in the fall of 1996.

HELP! I need someone to care.

He made himself known in a September letter addressed to Keith Bentley titled, “HELP! I need someone to care.”

Introducing himself as a CAD operator who’d “written several MDL applications, trained more than 500 people, started the MicroStation Users Group of Seattle, and done consulting for world class companies,” Gino Cortesi issued a cri de coeur that was best distilled in two indelible phrases within a diatribe that sprawled over five pages: “Regarding MicroStation,” he called for “less features, more quality.”

“Regarding Bentley,” he added, “less arrogance, more humility.”

Cortesi mixed frustration with evident passion. Calling MicroStation “the best CAD package on the market,” he lamented its “clumsy” selection tools and other irksome aspects of the graphical user interface (GUI). “We want easy batch plotting!!” he exclaimed, as though rallying a pitchfork-toting crowd. Fixing “element selection issues … would take a group of 4 Bentley MDL programmers a little more than 1 month,” he asserted. “They would be used by EVERY MicroStation user on the planet several times a day, and you would be thanked uproariously by the masses. Cataloguing his discontents in meticulous detail, he turned from software issues to what he saw as shortcomings within the company itself—where a breakneck hiring spree had resulted in some growing pains. “Although I have met the Bentley brothers in person and consider them very real and down to earth, others in the company have a ‘Bentley knows best’ attitude that is very annoying and belittling to users,” Cortesi wrote. Yet his salvo contained too much reverence to be mistaken for a screed.

“Thanks for your time, if you got this far,” he closed. “I am your biggest fan. Just had to get some of this off my chest.”

Keith apparently did make it to the end, because the next thing Cortesi knew, Bentley Systems was flying him across the country to deliver his critique directly to the development group. Melissa Bartlett (Jim’s sister), who’d been hired to work on MicroStation’s user interface, booked him into an entire day of meetings and urged everyone in development to attend at least one.

“It was pretty intimidating,” recalled Cortesi, who hadn’t necessarily expected his letter to win him an audience of 40 programmers in addition to the CEO. But he found his listeners attentive and respectful, and closed out the day chatting informally with Steve Knipmeyer—to whom Cortesi confessed a longtime hankering to work at Bentley.

“That’s great news,” Knipmeyer told him. “Hold on.” He left Cortesi for a short spell and returned with Keith, who was holding a copy of the September letter. In Cortesi’s recollection, Keith expressed enthusiasm about bringing him aboard the Exton team, adding, “Here’s what I want you to work on,” as he handed Cortesi’s broadside back to him.

“That really impressed me,” Cortesi recalled. “I just thought: That’s an amazing company. Not only did they fly me out to hear what I had to say, but they followed it up by just proving that they really, really wanted to learn and improve... so I started working for Melissa Bartlett and I was the MicroStation product designer for the next 15 years.”

Having escaped from Intergraph’s controlling influence, Bentley Systems set about differentiating itself from Autodesk, which it regarded as its primary competitor. Bentley’s history situated it well to fortify its position at the most sophisticated end of the CAD market, focusing on infrastructure engineering. In Greg’s view, that called for a shift in business strategy—and perhaps a tacit acknowledgment that Autodesk and Bentley had fundamentally different sources of market strength. Having courted third-party software developers even more aggressively than Bentley, Autodesk entered the 1990s boasting a menu of some 700 third-party applications for AutoCAD software.¹ MicroStation was also a resolutely open platform for third-party developers, but in the second half of the decade Greg became convinced that chasing Autodesk’s “thousand points of light” approach was a recipe for limiting MicroStation’s appeal to “tiny companies” doing piecemeal projects.

We had to become the company our users wanted.

“The money is in big companies,” he reasoned, “and what big company wants to deal with a tiny little 10-person software developer for their mission-critical applications to design water systems and airports and so forth? It’s a complete mismatch. The big accounts want one throat to choke: They want to say, ‘Are you going to tell me these applications are well integrated—that the civil and the structural and the architectural all work together?’ That was the case in theory, because they’re all based on MicroStation. But if one comes from a little outfit in the Netherlands and another is from somewhere else, and a compatibility issue comes up, it’s nobody’s problem.

“We had to become the company that our users wanted—users who had started by buying from Intergraph because it was the closest thing to an IBM enterprise-level solution,” Greg held.

“So I said that the answer was that we had to become more like Intergraph, frankly—we had to offer the best applications and they had to be supported by us.” What that meant was that within each core engineering discipline—transportation design, plant design, water and wastewater, mapping and utilities, building design, structural engineering, and so forth—Bentley would “audition third-party developers” and “pick a winner” to become a strategic affiliate that would, eventually, be acquired outright.

This was controversial at the time. “It was heresy, because Autodesk was doing the very opposite,” said Greg. “We faced huge internal and external pushback to anointing [just] one of them,” he added. “But I argued that the users really wanted integrated software from one source—that’s the reason they chose Intergraph in the first place.”

Bentley had “fertile fishing grounds” for strategic partners and acquisitions, given the number of firms that had already developed their applications around MicroStation. Since AutoCAD software served a “much bigger market,” Greg allowed, “we didn’t get the effective businesses with strong marketing and sales.” Yet that could be an opportunity rather than a disadvantage. “We would get the ones who made their decisions based on technical virtuosity rather than market sense.”

“In most cases, these were bootstrap companies” much as Bentley had been, Greg said, run by someone “who was probably an engineer themselves—either reselling engineering software or developing vertical applications for engineering—who happened to be a leader. They tended to have positive personalities and to attract good people, whom therefore we could acquire at the same time.”

One of the first such alliances was inked in 1994 when Bentley acquired a 25 percent stake in Jacobus Technology, a developer of industrial plant design and visualization software headed by Alton (Buddy) Cleveland. Cleveland, who’d gotten his start developing engineering analysis software for Bechtel, founded Jacobus with several partners in 1991. They used an object-oriented software called JSpace as a chassis for task-specific applications that were initially intended to work with both Autodesk and Bentley. Their clients included heavy hitters like Bechtel and DuPont. Bentley’s investment swung Jacobus’ focus away from Autodesk, and in 1997 Bentley acquired a majority stake.

The resulting PlantSpace product suite included visualization tools that enabled users to view a section of a plant or isolate a particular process line that ran throughout it. It also facilitated interference detection to resolve data generated by overlapping design systems, and worked with project planning software to allow users to visualize the construction sequence of a project.² The most consequential element of the acquisition was arguably Cleveland himself, a “stalwart,” as Barry called him, who for the next 20 years blended a larger-than-life personality with a mature presence in roles culminating in his leadership of Bentley’s global software development organization.

A similar process played out with Geopak, which became a strategic affiliate in 1995. By that time Gabe Norona’s company had become a significant competitor to Intergraph’s formidable InRoads software. It was also a pioneer in charting a business model around software subscriptions rather than perpetual licenses. Norona’s epiphany was that whereas a firm that bought software outright could depreciate it as an asset under IRS tax rules, engineers got compensated based on their overhead rates—labor plus expenses. Moving software into the expenses column via subscription fees “allowed people to really get reimbursed for using our software,” said Norona, “but it also gave me a continuous revenue stream” whose predictability was superior to the boom-bust cycle engendered by selling one-time licenses. The subscription template would become central to Bentley’s strategy in the late 1990s and 2000s.

Other notable tie-ups in this period included the 1997 acquisition of IdeaGraphix—developer of MicroArchitect, PowerArchitect, HVAC and Landscape Designware—and Styli Camateros and Carey Mann’s HMR, in which Bentley invested in the late 1990s before acquiring outright in 2000. George Church, whom Mann characterized as a “hellacious negotiator,” spearheaded much of this effort as Bentley’s manager of third-party affiliations. “My focus was on, how do we build an ecosystem?” recalled Church. The acquisitions front also extended to what Greg called “the best of the resellers,” which was another way Bentley expanded its geographical footprint. By century’s end the company had established a European headquarters in Hoofddorp, near Amsterdam, and had a presence in countries including Denmark, France, Germany, Poland, Spain, the United Kingdom, Brazil, Canada, India, Japan, South Korea, Singapore, Australia, and New Zealand.

All this growth dramatically magnified the complexity of Bentley’s operations in every respect.

All this growth dramatically magnified the complexity of Bentley’s operations in every respect. One of the company’s longtime selling points had been the continuity of its software. MicroStation’s late-‘90s iterations had grown radically more sophisticated than the earliest releases, but they retained the ability to handle files created on any previous version of the software. In Greg’s view, this was a crucial aspect of Bentley’s competitive advantage—and a direct result of the fact that Keith, Barry, and Ray never left the coding floor for as long as they worked at the company.

“My brothers had their hands on our software every day of 40 years,” he said. “It’s hard to keep the platform looking the same, and the data format the same, and so forth, and doing all the changing out from underneath, as opposed to just starting from a blank sheet each time and requiring people to change.”

It wouldn’t matter if you were doing software for gaming... but for roadways and transit stations and infrastructure that lasts for generations, it does matter. There’s a real value in continuity.

Like most engineers, software developers “always want to start with a clean sheet of paper, and that’s what usually happens—especially if there’s an acquisition,” he went on. “The difference is that our Bentley brothers always said, ‘I know it’s hard, but we’re going to actually adapt.’ And that has caused us to become credible and reliable and get appreciated by the civil and structural and geotech engineers who are making these decisions. “It wouldn’t matter if you were doing software for gaming,” Greg added, where each new title might be obsolete within a year or two. “But for roadways and transit stations and infrastructure that lasts for generations, it does matter. There’s a real value in continuity—not only for the data related to infrastructure assets—but, by the way, the careers of infrastructure professionals.

Each new strategic affiliate brought a new mandate to ensure smooth interoperability across a growing portfolio. It also put a premium on polymaths like Bhupinder Singh, who shifted into a role as a liaison with Jacobus, Geopak, and the like. “I could understand the domain and I could understand the requirements for the platform,” he explained, “so my job at Bentley became to go work with all these engineering application companies and help them get their applications to work on MicroStation.”

Indeed one revelation of the 1990s was that Bentley was blessed with polymaths. After about a year running global distribution,

JB Monnier jumped from sales into product management, taking charge of geoengineering. Ted Lamboo moved to Australia to grow Bentley’s presence in the Asia/Pacific region. Jim Bartlett also shifted as the portfolio expanded. “One of the things we needed to do was improve how we managed source code and how we stabilized MicroStation,” he recalled. “And I was very interested in how to manage the huge volume of source code we had. So, we started building a department called Product Release, to do all the builds and make sure they were repeatable—and we weren’t just shipping software that came off of a developer’s desk,” as in the early days when Steve Knipmeyer chased down a FedEx package containing faulty disks. Bartlett’s work on refining that process, and his knowledge of multiple operating systems, led him into a role managing servers and networking as well as upgrading hard drives and other hardware—all the internal IT infrastructure that made the company click. Among other things, Bentley colleagues of that era owed the quality of their color monitors to Jim Bartlett— or, more precisely, to an astigmatism that made him a “fanatical” proponent of the best screens around.

In 1996, Bentley acquired Finland-based Opti Inter-Consult, maker of a document management solution called TeamMate that addressed the industry’s growing need to manage data at enterprise scale. Subsequently this was folded into a joint venture between Primavera Systems and Bentley (which fully owned it) to develop facilities-management software. George Church was made president of the new venture, called WorkPlace System Solutions, which incubated a product that would be introduced in 1998 as ProjectWise (after which WorkPlace System Solutions was merged back into Bentley). Along with ProjectBank, an innovation spearheaded by Keith to enable multiple individuals to work on the same engineering model, record the history of all changes made, and resolve conflicts while synchronizing alterations across related design files, ProjectWise heralded a new era of global collaboration for engineers. It would come into its own as the World Wide Web matured.

In the late 1990s, Bentley began packaging combinations of MicroStation and affiliate software modules in industry specific bundles like GeoEngineering, Mechanical, Building Design, and Plant. It also replaced the Comprehensive Support Program with Bentley SELECT, a subscription program that offered users technical support and training along with “continuous improvement to our software, rather than sporadic sale of upgrades,” as Greg put it. This subscription model had two main attractions.

The first was that it underscored Bentley’s user-centric emphasis that “it’s a relationship, rather than a transaction, that characterizes the way we do business.” One aspect of this ethos was the establishment of the MicroStation Institute by Frank Conforti, who had written many books on MicroStation before becoming a Bentley colleague in 1995. Later renamed the Bentley Institute, this initiative’s mission was to help users master the operation of Bentley software in production environments.

The shift to subscriptions also exchanged the cyclical volatility of royalties and perpetual licenses for recurring revenue that formed a sturdier basis for continuous growth. Greg credited his relatively early conversion to that business model (which would gradually win more widespread adoption across the software industry) to lessons he’d learned at SunGard Data Systems in the late 1980s. “It’s the reason that valuation multiples today are double-digits of revenue,” Greg reflected, compared to the low single-digits of an earlier era.

Bentley’s internal initiatives and strategic acquisitions required “a particular need for absolutely meticulous corporate governance,” Greg reflected, because all the while Intergraph owned 50 percent of the company’s stock and held two seats on the board of directors. Having adopted an unambiguously adversarial stance after 1995, “they tried to bully us in every way possible,” Greg said. So, it was Bentley’s great fortune to coax David Nation to join the company as general counsel in December 1995. For the next two decades, until brain cancer tragically ended his life, Nation played an indispensable part in Bentley’s success, from his timely exercise of stock options to bolster the company’s autonomy to the groundwork he laid for an IPO he did not live to see.

“David Nation may have given Greg a run for his money as the smartest guy in the room,” reflected Keith, whose regard for his oldest brother was hard to overstate. “He could explain anything, and I’m sure that on any debate team he was ever on, he won—because you would start with a completely different view of the world and he would walk you around so that you were almost arguing his side.” When it came to the most influential colleagues in Bentley Systems’ 40-year history, Keith proclaimed, “I would put David Nation at the top of any list.”

Bentley’s growth in the late 1990s is hard to exaggerate. In 1994, during the last year of its captivity to Intergraph, the company booked $25 million in revenues. That nearly quadrupled in 1995, to $95 million—before nearly doubling further, to $182 million, by decade’s end.

By early 1999, according to CAD historian David Weisberg, there were some 300,000 copies of MicroStation in use worldwide, two-thirds of which were covered by SELECT agreements.³

Acquisitions of companies based in Belgium, France, Australia, Canada, Finland, and the United Kingdom expanded Bentley’s geographical footprint, and the Exton headquarters was bursting at the seams.

It turned out that in the explosive growth, our global office footprint and global infrastructure had gotten really chaotic.

A new building, named in posthumous honor of Thomas P. Bentley, opened in 1998. In a dedication speech full of warmth and humor, Bonnie Bentley paid tribute to the husband whose qualities lived on in her sons—while sketching the family’s remarkable trajectory from the days of junior college, wringer-washers, and low-income housing.

Yet the blistering pace of all that growth presented challenges. One of them became startlingly apparent to Keith around this time. “At an early phase, we were all in one building,” he reflected. “We basically had one product, and at parties I would know everybody who worked for us—and their wives, and how many kids they had … and I remember feeling like, ‘Hey, I have a pretty good handle on this company. I know what we do and I know who does what.’”

Fast-forward a few years, and he found himself at one of Bentley’s user conferences “in full sales mode,” trying to win the business of an attendee he’d just met. “I spent 20 minutes talking to this guy, really trying to figure out what exactly he did, and at some point I asked, ‘What company do you work for?’ And he said, ‘Bentley Systems.’”

Keith was floored. “I mean, my goodness! I’d just spent 20 minutes trying to sell this guy something, only to find out he worked for us.”

“It’s hard to understand the massive growth that had happened to the company in those few years,” said Jim Bartlett. “Greg had joined and was driving business development—but he wasn’t the CEO. Intergraph had really tried to put us out of business … so we had opened new offices all over the world” out of an imperative to compete. Only toward the end of the decade did the company begin discovering “things like an Internet bill was being paid in a location where the office had been closed two years prior,” Bartlett remembered. “It turned out that in the explosive growth, our global office footprint and global infrastructure had gotten really chaotic.”

The company’s leadership structure circa 1998 did not help matters. “We were just trying to keep up with demand,” Bartlett said. “Keith, Barry, and Ray wanted to stay 100 percent focused on software development—there was no way for them to take their eye off that. But Keith was still trying to be the CEO at that time, and it was killing him. He was trying to stay on top of software development while trying to manage, you know, global employee decisions and HR. It was really hard to manage both sides, and you could see it just wasn’t where he wanted to be.”

For Greg, the moment of truth arrived in a singularly unpleasant fashion: “We couldn’t make our payroll.”

The “pell-mell pace” of hiring had been a necessary and vital component of Bentley’s impressive revenue growth. “The attitude was: We just need to do as much as we can and we need everyone we can find,” Greg said. “Now, we need marketing. Now, we need contracting. Now, we need channel management. Now, we need production. Now, we need to actually manufacture cardboard kits … so everybody was out there hiring everybody.” The company’s cost controls, however, were to some degree stuck in an era when it counted colleagues in the dozens—not hundreds. The unhappy result was the first net loss in the company’s history; in 1998, while posting 10 percent annual revenue growth to $172 million, Bentley lost nearly $15 million.⁴

Yet as Greg moved to solve the problem before checks started bouncing, another disagreeable surprise came into view. “I remember sitting with our CFO at the time, Paul Lamparksi, who also had been with us since we were a small company. And I said, ‘Paul, do you know how many people we employ?’ And he didn’t have any idea. And I didn’t. And Keith didn’t. He couldn’t have said—nor could I—whether it was 600, 800, 1,200...”

Greg was not a total stranger to hyperbole, but the situation clearly left much to be desired. “So at this point,” he recalled, “Keith said, ‘Greg, please: you’re in charge.’”

With that, the wheels were set in motion for Greg to assume the helm as CEO, freeing Bentley Systems’ founder to focus on software development as Chief Technical Officer.

The C-suite shift officially took place in 2000, but now was not the time to wait for new nameplates to be installed on office doors. Greg had a message for the company’s senior leaders:

“I said, ‘Tell our families at home they’re not going to see us. We’re going to have our day jobs. But then we’re going to start at 6:00 every night until we know how many people we employ.’”

Change was coming to Bentley Systems.

We got a lot genetically from my father,” said Scott Bentley, echoing a common observation about him and his brothers. Nevertheless, “I credit my mother with most of the success of Bentley Systems—and the Bentleys in general,” he added. “My mother was a schoolteacher. And during the summers, she would make us all read for an hour after lunch every day. It could be anything we wanted—but after lunch, it was reading time.” He ingested Hardy Boys capers and the exploits of Tom Swift and Dr. Dolittle. Greg remembered sailing along with C.S. Forester’s Horatio Hornblower—reading “from one end of a shelf to the other.” Keith, Barry, and Ray voiced similar sentiments: Thomas P. Bentley was surely the origin of their engineering and quantitative aptitude, but Bonnie instilled disciplined habits of mind from an early age. So on September 30, 1998, upon the dedication of a new building named after their father, they called on their mother to offer some remarks. Her speech, slightly abridged here, reflected the warmth and closeness of the family that all the Bentleys held so dear.