Blackbaud : Notice of 2026 Annual Meeting and Proxy Statement
BLKB
Published on 04/21/2026 at 08:36 am EDT
LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4
PROXY SUMMARY 4
PROXY STATEMENT 10
GOVERNANCE 11
Election of Directors 11
Board of Directors and Committees 20
Director Compensation 26
Transactions with Related Persons 29
Environmental, Social and Governance Responsibility 29
Insider Trading Arrangements and Policies 31
STOCK OWNERSHIP 32
Ownership of Equity Securities of the Company 32
Delinquent Section 16(a) Reports 33
EXECUTIVE COMPENSATION 34
Proposal 1-Advisory Vote to Approve Named Executive Officer Compensation 34
Compensation Discussion and Analysis 35
Compensation Committee Report 52
Compensation Committee Interlocks and Insider Participation 52
Compensation Tables 53
Pay Versus Performance 59
Nonqualified Deferred Compensation and Retirement Plans 61
Potential Payments Upon Termination or Change in Control 62
CEO Pay Ratio 67
Proposal 2-Approval of the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan 68
Equity Compensation Plan Information 78
AUDIT MATTERS 79
Proposal 3-Ratification of the Appointment of Independent Registered Public Accounting Firm 79
Audit Committee Report 79
ADDITIONAL INFORMATION 81
Questions and Answers about the 2026 Annual Meeting of Stockholders 81
Stockholder Proposals 83
Delivery of Documents to Stockholders Sharing an Address 84
Annual Report on Form 10-K 84
Other Matters 84
APPENDICES 85
Appendix A-Reconciliations of GAAP to non-GAAP Financial Measures
Appendix B-Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan
Dear Blackbaud Stockholders:
As the world's leading provider of AI-powered solutions for social impact, Blackbaud serves nonprofits, educational institutions, companies committed to social responsibility, and individual change makers, fueling impact at scale. As stewards of our Company, we are committed to achieving long-term performance and delivering stockholder value through a strong business model and strategy. The Board of Directors is pleased with the Company's progress over the past year.
In 2025, Blackbaud:
Extended our position as the market leader, providing the sector's most intelligent solutions for fundraising and engagement, education solutions, financial management and CSR and grantmaking. With Blackbaud AI, we are transforming our products from systems of record into systems of intelligent action, helping our customers achieve more connection, unlock more possibilities, and gain more confidence in their use of technology to drive mission impact;
Announced Agents for Good™, our agentic AI suite, designed to augment customer teams with virtual AI-driven assistants capable of autonomously executing complex workflows across fundraising, finance and corporate impact functions;
Achieved full-year Rule of 40* for the first time and two years ahead of expectations;
Delivered solid financial performance, including organic recurring revenue growth of 5.8% which reflects our continued growth in transactional revenue from donation processing, consumer giving and tuition management and growth in contractual revenue due to the positive impact of our pricing initiatives and new subscription sales of our cloud solutions; and
Repurchased approximately 7.9% of common stock that was outstanding as of December 31, 2024, including the net share settlement on employee stock-based compensation.
As we look ahead, we expect mid-single digit organic revenue growth, driven by visible and full recurring revenue streams targeting both new logos and the expansion of our installed base empowered by innovation. We continue to expect a strong focus on cost management and productivity to improve profitability. Additionally, our strong free cash flow generation will drive a purposeful capital allocation strategy in 2026 and beyond, with a plan to buy back in 2026 5% to 10% of the Company's common stock outstanding as of December 31, 2025. We are confident in the outlook for Blackbaud and we expect to deliver significant, enhanced stockholder value.
We remain committed to continuous and transparent stockholder communication and engagement to better understand your views on the Company's strategy and performance as well as our executive compensation program. In 2025, as we do every year, we reviewed our executive compensation program with our Compensation Committee's independent compensation consultant, Compensia, Inc., and evaluated our program against our industry peers.
Our compensation decisions, including the continued practice of granting annual equity awards to our executive officers that are at least 50% performance-based, reinforce our strong pay-for-performance compensation philosophy. We are committed to providing competitive, performance-based compensation opportunities to our executive officers, who collectively are responsible for making our Company successful, and we are confident that our compensation program achieves this objective.
We appreciate your investment in Blackbaud and value your input and continued support.
The Board of Directors of Blackbaud, Inc.
April 21, 2026
*See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.
Wednesday, June 10, 2026 4:00 p.m., Eastern Time
Dear Blackbaud Stockholders:
The 2026 Annual Meeting of Stockholders of Blackbaud, Inc. will be a live virtual meeting held via the Internet at https:// https://www.virtualshareholdermeeting.com/BLKB2026 on Wednesday, June 10, 2026 at 4:00 p.m., Eastern Time, to take action on the following business:
To hold an advisory vote to approve the 2025 compensation of our named executive officers;
To approve the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
To transact such other business as may properly come before the meeting or any adjournment thereof.
These matters are more fully described in the Proxy Statement accompanying this Notice. Because the 2026 Annual Meeting of Stockholders will be held via the Internet only, the accompanying proxy materials include instructions on how to attend the meeting and the means by which you may vote and submit questions during the meeting. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate in our virtual meeting as they would at an in-person meeting. Stockholders of record as of the record date will be able to attend the meeting online, vote your shares electronically and submit questions during the virtual meeting.
If you were a stockholder of record of Blackbaud common stock as of the close of business on April 13, 2026, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof.
You are cordially invited to attend the virtual meeting; however, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting. Any stockholder attending the meeting may vote electronically even if he or she has returned a proxy.
Your vote is important. Whether or not you plan to attend the meeting, we hope that you will vote as soon as possible.
By order of the Board of Directors
Jon W. Olson Chief Legal Officer and Corporate Secretary
Dated: April 21, 2026
This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Words such as "believes," "seeks," "expects," "may," "might," "should," "intends," "could," "would," "likely," "will," "targets," "plans," "anticipates," "aims," "projects," "estimates," or any variations of such words and similar expressions are intended to identify such forward-looking statements. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the Company's other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statement.
This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. Because this is only a summary, it does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully prior to voting.
ANNUAL MEETING OF STOCKHOLDERS
June 10, 2026, 4:00 p.m., Eastern Time
The meeting will be held live via the Internet - to attend please visit https://www.virtualshareholdermeeting.com/BLKB2026
April 13, 2026
Stockholders as of the record date are entitled to vote. Each share of Blackbaud common stock is entitled to one vote for each of the proposals to be voted on.
Even if you plan to attend the 2026 Annual Meeting of Stockholders, please vote right away using one of the following advance voting methods (see page 81 for additional details). Make sure you have your proxy card or voting instruction form in hand and follow the instructions.
Use the Internet Call Toll-Free Mail Your Proxy Card
https://www.proxyvote.com
1-800-690-6903
Follow the instructions on your proxy materials
Visit https://www.virtualshareholdermeeting.com/BLKB2026 and enter the 16-digit control number found on your Notice of Annual Meeting of Stockholders or proxy card.
A Notice of Internet Availability of Proxy Materials (or this Proxy Statement and the accompanying materials) are being mailed on or about April 21, 2026 to stockholders as of the record date.
ADMISSION:
MAILING OF NOTICE:
TIME AND DATE: VIRTUAL MEETING:
RECORD DATE: VOTING:
Virtual Stockholder Meeting
The 2026 Annual Meeting of Stockholders will be held via the Internet only. You will be able to attend the meeting online only if you were a stockholder of record as of the close of business on April 13, 2026, the record date. You also will be able to vote and submit your questions during the meeting. To be admitted to the 2026 Annual Meeting of Stockholders at https://www.virtualshareholdermeeting.com/BLKB2026, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number.
The meeting webcast will begin promptly at 4:00 p.m. Eastern Time on June 10, 2026. Online access will begin at 3:45 p.m. Eastern Time, and we encourage you to access the meeting prior to the start time.
PROXY SUMMARY
A complete list of stockholders entitled to vote at the 2026 Annual Meeting of Stockholders will be available at least 10 days prior to the meeting at our principal executive offices at 65 Fairchild Street, Charleston, South Carolina 29492.
Submitting questions at the 2026 Annual Meeting of Stockholders
Stockholders may submit questions during the 2026 Annual Meeting of Stockholders. If you wish to submit a question during the 2026 Annual Meeting of Stockholders, you may do so by logging into the virtual meeting platform at https://www.virtualshareholdermeeting.com/BLKB2026, typing your question into the "Ask a Question" field, and clicking "Submit." As part of the 2026 Annual Meeting of Stockholders, we intend to answer all questions submitted during the meeting which are pertinent to the meeting matters and as time permits in accordance with the Rules of Conduct. The Rules of Conduct will be posted at https://www.virtualshareholdermeeting.com/BLKB2026 and will address the ability of stockholders to ask questions during the meeting and rules for how questions and comments will be recognized and disclosed to meeting participants.
If you have technical difficulties or trouble accessing the virtual meeting
We will have technicians ready to assist you with any technical difficulties you may have accessing or participating in the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log in page.
MEETING AGENDA AND VOTING MATTERS
Proposal
Board's Voting Recommendation
Voting Standard
Page Number (for more details)
No. 1
Advisory vote to approve the 2025 compensation ✓ FOR
of our named executive officers.
Majority of votes present or represented by proxy and entitled to vote on the proposal
34
No. 2 Approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan.
FOR Majority of votes present or 68
represented by proxy and
entitled to vote on the proposal
No. 3 Ratification of the appointment of Ernst & Young ✓ FOR
Majority of votes present or represented by proxy and entitled to vote on the proposal
79
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
MEMBERS OF OUR BOARD OF DIRECTORS(pages ##-20)
Expiration Other
Current of Term Public
Committee Memberships
Name,
Primary Occupation
Age
Director Since
Class
Term For Which
Expires Nominated Independent
Company Boards
AC
CC
NCGC CROC
Deneen M. DeFiore
Vice President and Global Chief Information Security Officer of United Airlines, Inc.
52
2022
B
2027 - Yes
None
⚫
Michael P. Gianoni
Chief Executive Officer, President and Vice Chairman of the Board of Blackbaud, Inc.
65
2014
C
2028
- No
1
Rupal S. Hollenbeck(1)
Chair of the Board of Directors of LayerX Security Ltd.
54
2022
A
2026
- Yes
None
⚫
Andrew M. Leitch
Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)
82
2004
B
2027
- Yes
None
⚫ ⚫ ⚫ ⚫
D. Roger Nanney
Vice Chairman and Senior Partner of Deloitte LLP (Retired)
68
2021
C
2028
- Yes
None
⚫
Bradley L. Pyburn
Managing Director, Cyber & Strategic Risk at Deloitte LLP
53
2024
C
2028
- Yes
None
⚫ ⚫ ⚫
Kristian P. Talvitie
Chief Financial Officer of BetterUp, Inc.
56
2024
B
2027
- Yes
None
⚫ ⚫
- Committee Chair AC - Audit Committee
CC - Compensation Committee
NCGC - Nominating and Corporate Governance Committee CROC - Cyber Risk Oversight Committee
Ms. Hollenbeck is not a nominee for reelection at the 2026 Annual Meeting of Stockholders. Accordingly, her term will end at the conclusion of the 2026 Annual Meeting.
INFORMATION ABOUT OUR BOARD AND COMMITTEES (pages 20-25)
Number of Members
Independence
Number of Meetings During Fiscal Year 2025
Full Board
7
85.7%
5
Audit Committee
3
100%
11
Compensation Committee
3
100%
5
Nominating and Corporate Governance Committee
3
100%
4
Cyber Risk Oversight Committee
3
100%
4
PROXY SUMMARY
Governance Matter
Summary Highlights
Page Number (for more details)
Board Independence
20
20
20
22
20
Independent Board, except CEO
Independent Board Chairman
100% Independent Committee Members
Regular Executive Sessions of Independent Directors
Committee Authority to Retain Independent Advisors
Director Elections ✓ Majority Voting 82
Meeting Attendance ✓ All Current Directors Attended At Least 75% of the Total Number of
in 2025
22
Evaluating and Improving ✓ Annual Board Evaluations
23
Board Performance ✓ Annual Committee Evaluations
23
23
28
Aligning Director and ✓ Director Stock Ownership Guidelines
28
Stockholder Interests ✓ Annual Director Equity Awards
26
Aligning Executive Officer and ✓ Executive Officer Stock Ownership Guidelines
51
Stockholder Interests ✓ Executive Compensation Driven by Pay-For-Performance Philosophy
38
ESG ✓ Board Oversight of Program
29
29
29
23
29
29
Other ✓ Annual Stockholder Advisory ("Say-on-Pay") Vote
34
37
25
31
38
50
38
Independent Director Tenure Limits for Regular Board Refreshment
Continuing Director Education
Annual Environmental, Social and Governance Report
Inclusion & Sustainability Council
Focus on Board Diversity of Experience
Strong Board and Management Commitment
Participant in UN Global Compact
Robust Stockholder Engagement Program
Cyber Risk Oversight Committee of the Board
Insider Trading Policy
Prohibition on Pledging and Hedging of Company Securities
Clawback Policy Applicable to Executive Officers
Equity Plan Prohibits Stock Option Exchanges or Repricing Without
One Share, One Vote Standard 81
Meetings of our Board and of all Committees on which the Director Served
Stockholder Approval
Total Revenue(2)
Recurring Revenue
Gross Dollar Retention(3)
Non-GAAP Organic Recurring Revenue(4)
Rule of 40(4)
$1,128.4M
98.0%
91.8%
$1,106.2M
41.4%
(decreased 2.3%) (vs. 97.7%) (vs. 89.5%) (increased 5.8%) (vs. 38.6%)
All comparisons are to fiscal year 2024.
The decrease in total revenue was due to our sale of EVERFI on December 31, 2024.
See definition of gross dollar retention within our discussion of Long-term Incentive Compensation beginning on page 45 of this Proxy Statement.
See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.
Fixed compensation component payable in cash
Base Salary
Description
Component
Short-term Incentive ("STI")
Compensation
Variable short-term compensation component consisting of performance-based restricted stock
units ("PRSUs") based on performance against pre-established short-term performance objectives
Long-term Incentive ("LTI") Variable long-term compensation component consisting of a combination of 1) time-based Compensation restricted stock awards ("RSAs") or restricted stock units ("RSUs"); and 2) at least 50% PRSUs that are based on separate performance metrics than the STI, and for which one half of the
PRSU awards are measured over multi-year periods
"Double-Trigger"
Change in Control Severance Arrangements
Provide change in control payments and benefits to executive officers generally only upon a
qualifying termination of employment within 12 months after a change in control of our Company
Other Benefits
Generally provide the same health and welfare benefits as offered to all of our full-time employees
Base Salaries
Maintained the base salaries of our named executive officers ("NEOs") at their 2024 levels (excluding Mr. Anderson); and
Increased the base salary of Chad M. Anderson to $425,000 effective July 1, 2025 due to his promotion to Executive Vice President and CFO.
STI Compensation
Provided our NEOs the opportunity to earn annual variable compensation in the form of PRSUs granted in February 2025 (the "2025 STI PRSUs") that were eligible to be earned based on overall Company financial performance in fiscal 2025. Based on overall Company performance in 2025, the 2025 STI PRSU payout factor was 102.3% and the earned 2025 STI PRSUs will vest in February 2026, subject to each NEO's continued employment as of the vesting date. See the discussion of the 2025 STI PRSU awards on page 43 for more information; and
Granted an additional prorated award of STI PRSUs ("May 2025 Promotion STI") to Mr. Anderson in recognition of his increased responsibilities due to his promotion to Executive Vice President and CFO, with such award eligible to be earned based on overall Company financial performance in fiscal 2025 on the same basis as the 2025 STI PRSUs described above. The earned May 2025 Promotion STI PRSUs will vest in May 2026, subject to Mr. Anderson's continued employment as of the vesting date. See the discussion of the May 2025 Promotion STI beginning on page 44 for more information.
LTI Compensation
Granted our NEOs annual long-term equity awards in February 2025 consisting of 50% RSAs or RSUs and 50% PRSUs (the "2025 LTI PRSUs"). This design is intended to be aligned with competitive market practices, support our retention
PROXY SUMMARY
objectives and reward overall Company performance. Based on overall Company performance in 2025, determined that 100.01% of the target number of shares of our common stock subject to the 2025 LTI PRSUs based on one-year performance and 104.76% of the target number of shares of our common stock subject to the 2025 LTI PRSUs based on the first of three one-year performance periods were earned and would vest in February 2026 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2025 LTI PRSU awards to NEOs beginning on page 45 of this Proxy Statement for more information;
Granted a one-time RSA ("May 2025 Promotion LTI") to Mr. Anderson in recognition of his increased responsibilities due to his promotion to Executive Vice President and CFO. See the discussion of the May 2025 Promotion LTI beginning on page 44 for more information; and
Determined, based on the Company's Rule of 40 performance in 2025, that 103.87% of the shares of our common stock subject to the 2024 LTI Three-year PRSUs based on the second of three one-year performance periods and 143.47% of the shares of our common stock subject to the 2023 LTI Three-year PRSUs based on the third of three one-year performance periods were earned and would vest in February 2026 subject to each NEO's continued employment as of each vesting date.
Amended and Restated CEO Employment Agreement
Entered into an amended and restated employment and noncompetition agreement with our CEO. For more information, see discussion beginning on page 62.
2025 NEO COMPENSATION SUMMARY (page 53)
Set forth below is the 2025 compensation for each of our NEOs as determined under SEC rules. This table is not a substitute for the compensation tables, including the Summary Compensation Table, required by the SEC and set forth elsewhere in this Proxy Statement. See the notes accompanying the 2025 Summary Compensation Table beginning on page 53 of this Proxy Statement for more information.
Name and Principal Position
Salary
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensation
All Other Compensation
Total
Michael P. Gianoni
Chief Executive Officer, President and Vice Chairman of the Board
$ 800,031 $
5,206,285 $
- $
- $
15,934 $ 6,022,250
Chad M. Anderson(1)
Executive Vice President and Chief Financial Officer
400,016
1,917,084
- -
16,439
2,333,538
Anthony W. Boor(2)
Executive Vice President of Corporate Development and Strategy
518,598
3,039,538
- -
18,499
3,576,635
David J. Benjamin
Executive Vice President and Chief Commercial Officer
464,018
2,644,379
- -
19,223
3,127,620
Kevin P. Gregoire
Executive Vice President and Chief Operating Officer
490,019
3,242,976
- -
17,673
3,750,668
Kevin R. McDearis
Executive Vice President and Chief Technology Officer
475,018
2,473,412
- -
14,624
2,963,054
Mr. Anderson was promoted to Executive Vice President and Chief Financial Officer effective April 30, 2025. Prior to his promotion, Mr. Anderson served as our Senior Vice President and Chief Accounting Officer.
Mr. Boor transitioned from Executive Vice President and Chief Financial Officer to Executive Vice President of Corporate Development and Strategy effective April 30, 2025.
65 FAIRCHILD STREET
CHARLESTON, SC 29492
April 21, 2026
The Board of Directors (the "Board" or "Board of Directors") of Blackbaud, Inc. (the "Company") is furnishing you this Proxy Statement to solicit proxies on its behalf to be voted at the 2026 Annual Meeting of Stockholders of Blackbaud, Inc. The meeting will be a live virtual meeting held via the Internet at https://www.virtualshareholdermeeting.com/BLKB2026 on Wednesday, June 10, 2026 at 4:00 p.m. Eastern Time. The proxies also may be voted at any adjournments or postponements of the meeting.
We are first furnishing the proxy materials including the Notice of Annual Meeting of Stockholders, this Proxy Statement, our 2025 Annual Report to Stockholders, including financial statements, and a proxy card for the meeting, by providing access to them via the Internet on April 21, 2026. All properly completed proxies submitted by Internet or telephone and properly executed written proxies that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Only owners of record and beneficial owners of common stock of the Company as of the close of business on the record date, April 13, 2026, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record and beneficial owner on the record date is entitled to one vote for each share of common stock held. Stockholders' votes will be tabulated by persons appointed by the Board to act as inspectors of election for the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026.
The Notice of Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report to Stockholders, including financial statements, are available at https://www.proxyvote.com.
No Election of Directors at the 2026 Annual Meeting
The Board of Directors consists of seven members and is divided into three classes, the members of which each serve for a staggered three-year term. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Rupal S. Hollenbeck, whose term will expire at the 2026 Annual Meeting, is not a nominee for election at the 2026 Annual Meeting. As a result, and because the terms of all remaining directors continue beyond the 2026 Annual Meeting, no directors are standing for election at the 2026 Annual Meeting of Stockholders.
The Board and its Nominating and Corporate Governance Committee view this outcome as transitional in nature. The Committee has commenced a director search process to identify qualified candidates for potential appointment to the Board, consistent with the Company's Corporate Governance Guidelines and its ongoing commitment to Board refreshment, stockholder accountability and an appropriate mix of skills, experience and perspectives.
All continuing directors will remain in office for the remainder of their respective terms and until their successors are duly elected and qualified, or until their earlier resignation, retirement or removal in accordance with the Company's governing documents and applicable law.
The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole in light of the Company's current business. The following table highlights the number of our directors who share certain categories of attributes and experiences that uniquely qualify them to serve on our Board.
Knowledge, Skills and Experience
Deneen M. DeFiore
Michael P. Gianoni
Rupal S. Hollenbeck
Andrew M. Leitch
D. Roger Nanney
Bradley L. Pyburn
Kristian P. Talvitie
Leadership
⚫
⚫
⚫
⚫
⚫
⚫
⚫
Accounting & Finance
⚫
⚫
⚫
Technology & Software Industries
⚫
⚫
⚫
⚫
⚫
⚫
⚫
Nonprofit Industry
⚫
⚫
⚫
Public Company Board Service
⚫
⚫
Corporate Governance
⚫
⚫
⚫
⚫
⚫
⚫
⚫
Business Development & Corporate Transactions
⚫
⚫
⚫
⚫
⚫
Business Operations
⚫
⚫
⚫
⚫
⚫
⚫
⚫
ESG
⚫
⚫
AI
⚫
⚫
⚫
⚫
Cybersecurity
⚫
⚫
⚫
⚫
⚫
Vice President and Global Chief Information Security Officer of United Airlines, Inc.
INDEPENDENT DIRECTOR Class B
Blackbaud Board Committees Cyber Risk Oversight (Chair)
Current Term Expires 2027
Other Public Boards None
DENEEN M. DEFIORE Age 52 Director since July 2022
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Ms. DeFiore joined the Board of Directors in July 2022. She has served as Vice President and Chief Information Security Officer of United Airlines, Inc., a commercial airline company, since January 2020. Prior to United Airlines, Ms. DeFiore served as Senior Vice President and Global Chief Information & Product Security Officer of GE Aviation, an aerospace company, from February 2017 through December 2019, as Senior Vice President and Global Chief Technology & Risk Officer of GE Aviation from August 2015 to January 2017 and held various leadership roles across GE Corporate, GE Aviation and GE Power from April 2001 through July 2015. Ms. DeFiore serves as an Independent Director of the Western Electricity Coordinating Council and on the board of the Aviation Information Sharing and Analysis Center. In 2022, she was appointed to the President's National Infrastructure Advisory Council. She has received numerous industry awards and honors, including induction into the CSO Hall of Fame. Ms. DeFiore holds a BS in Biology from Kent State University.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Ms. DeFiore brings extensive expertise in cybersecurity, technology and enterprise risk oversight as a senior executive within notable public companies and industry organizations. She has led risk governance programs in highly regulated and safety critical environments and has advanced board level oversight frameworks addressing cybersecurity, artificial intelligence and other emerging technology risks. She recently completed her credential for AI TRUST and Governance. Her background provides the Board with perspective on digital resilience, regulatory and compliance oversight, third-party and supply chain risk, and incident preparedness. Based on this experience and leadership, the Nominating and Corporate Governance Committee and the full Board have concluded that Ms. DeFiore is well qualified to serve as a director of our Company.
Chief Executive Officer, President and Vice Chairman of the Board of Blackbaud, Inc.
NON-INDEPENDENT DIRECTOR Class C
Blackbaud Board Committees None
Current Term Expires 2028
Other Public Boards Teradata Corporation
MICHAEL P. GIANONI Age 65 Director since January 2014
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Mr. Gianoni joined us as Chief Executive Officer and President in January 2014 and was appointed Vice Chairman of the Board in January 2024. Prior to joining us, he served as Executive Vice President and Group President, Financial Institutions at Fiserv, Inc., a global technology provider serving the financial services industry, from January 2010 to December 2013. He joined Fiserv as President of its Investment Services division in December 2007. Mr. Gianoni was Executive Vice President and General Manager of CheckFree Investment Services, which provided investment management solutions to financial services organizations, from June 2006 until December 2007 when CheckFree was acquired by Fiserv. From May 1994 to November 2005, he served as Senior Vice President of DST Systems Inc., a global provider of technology-based service solutions. Mr. Gianoni is a member of the Board of Directors of Teradata Corporation, a publicly traded global big data analytics company, and has been Chairman of the Board since February 2020. Mr. Gianoni has served on several nonprofit boards across several segments, including relief organizations, hospitals and higher education and he currently is a member of the President's Advisory Group at the Medical University of South Carolina. Mr. Gianoni has a high focus on the advancement of artificial intelligence and has recently completed an AI-Leadership Strategy course at the Stanford Engineering school. He also has expertise in the leadership of cybersecurity programs. He holds an AS in electrical engineering from Waterbury State Technical College, a BS with a business concentration from Charter Oak State College, and an MBA and an honorary Doctorate from the University of New Haven.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Gianoni's unique knowledge and experience in the technology industry and his experience with nonprofit organizations, as well as his leadership as our CEO and President since January 2014, led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.
Chair of the Board of Directors of LayerX Security Ltd.
INDEPENDENT DIRECTOR Class A Current Term Expires 2026
Blackbaud Board Committees Nominating and Other Public Boards None Corporate Governance
RUPAL S. HOLLENBECK Age 54 Director since December 2022
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Ms. Hollenbeck joined the Board of Directors in December 2022. Ms. Hollenbeck was appointed Chair of the Board of Directors of LayerX Security Ltd., a global provider of AI security technologies, in February 2026. Prior to this, Ms. Hollenbeck was a member of the board of directors and then President of Check Point Software Technologies, Inc., a provider of cybersecurity solutions, from December 2020 to June 2025. She previously served as Vice President and Chief Marketing Officer at Cerebras Systems, Inc., an artificial intelligence hardware start-up in Silicon Valley, from March 2021 to March 2022. Prior to that, Ms. Hollenbeck served as Senior Vice President & Chief Marketing Officer at Oracle Corporation, an American multinational computer technology corporation, from September 2018 to January 2020. Prior to joining Oracle, she was with Intel Corporation for over 23 years and held many senior leadership positions including Corporate Vice President and General Manager of Global Data Center Sales and Vice President and General Manager of Intel China. Ms. Hollenbeck is a founding member of Neythri, a non-profit organization dedicated to the professional advancement of South Asian women and is a founding limited partner in the venture capital firm Neythri Futures Fund. She serves on the Board of Directors of The Asian Pacific Fund, a non-profit organization in San Francisco. She holds a BS in Finance and International Studies from Boston College and an MBA in International Management from the Thunderbird School of Global Management at Arizona State University.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Ms. Hollenbeck's expertise in cybersecurity solutions, artificial intelligence hardware and global enterprises, as well as her passion for inclusive organizations and women's development led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that she is well qualified to serve as a director of our Company.
Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)
INDEPENDENT DIRECTOR Class B Current Term Expires 2027
Blackbaud Board Committees Nominating and Corporate Governance (Chair), Audit, Compensation, Cyber Risk Oversight
Other Public Boards None
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Mr. Leitch joined the Board of Directors in February 2004 and has served as our Chairman since July 2009. Mr. Leitch was with Deloitte & Touche LLP, an accounting firm, for over 27 years, serving in various senior roles including Regional Partner for Asia. Mr. Leitch has served on the board of directors of STR Holdings, Inc. since November 2009. He served on the board of directors of Gene Biotherapeutics, Inc. from August 2007 through May 2020. Mr. Leitch has also served as director of various private equity portfolio companies, including several in the Hellman & Friedman LLC and JMI Equity portfolios over time, including companies such as Vertafore, Inc. and ServiceNow, Inc., within the software sector. He is a licensed CPA in the State of New York and a Chartered Accountant in Ontario, Canada.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Leitch's experience in auditing and accounting, corporate governance, previous board service on various other public companies as well as his leadership as our Board Chairman since July 2009, led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.
ANDREW M. LEITCH Age 82 Director since February 2004
Vice Chairman and Senior Partner of Deloitte LLP (Retired)
INDEPENDENT DIRECTOR Class C
Blackbaud Board Committees Audit (Chair)
Current Term Expires 2028
Other Public Boards None
D. ROGER NANNEY Age 68 Director since October 2021
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Mr. Nanney joined the Board of Directors in October 2021. He served as Vice Chairman and Senior Partner of Deloitte LLP, an accounting firm, from June 2018 until his retirement in May 2020. Prior to that, he served as Vice Chairman and US National Managing Partner, Deloitte Private, from June 2012 through May 2018. Mr. Nanney joined Deloitte in August 1982 and served as a partner, including various other senior leadership roles, beginning in June 1990. Mr. Nanney is a member of the board of directors of privately held Freeman Company and serves as advisory board member for Stephen Gould Corporation. He is also a Trustee and Immediate Past Chair of the University of South Carolina Business Partnership Foundation. Mr. Nanney was a leader in the effort to develop the AT&T Performing Arts Center in Dallas TX, ultimately serving as Board Chair. He was Board Chair and Campaign Chair for United Way of Metropolitan Dallas and United Way of Tampa Bay and served as a board member of the United Way of America. Mr. Nanney holds BS in Business Administration and MACC degrees from the University of South Carolina. He is a CPA, CMA and a member of National Association of Corporate Directors.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Nanney's experience in auditing and accounting, corporate governance, and his senior leadership roles and operational experience in large organizations led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.
Managing Director, Cyber & Strategic Risk at Deloitte LLP
INDEPENDENT DIRECTOR Class C Current Term Expires 2028
Blackbaud Board Committees Compensation, Nominating and Corporate Governance, Cyber Risk Oversight
Other Public Boards None
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Mr. Pyburn joined the Board of Directors in December 2024. He built his career in U.S. Air Force Cybersecurity Operations, serving from August 1991 to September 2024. His various leadership roles included Chief Information Officer of Air Combat Command, Deputy Commander of U.S. Air Force Cyber and Chief of Staff of U.S. Cyber Command directly supporting the Commander / Director of the National Security Agency before his retirement as Major General in September 2024. Mr. Pyburn is currently Managing Director, Cyber & Strategic Risk at Deloitte LLP, an accounting firm. He holds a Master of Science degree in National Resource Strategy from the Eisenhower School at the National Defense University, a Master of Science degree in Military Studies from Marine Corps University, a Master of Science degree in Computer Science from the Air Force Institute of Technology and a Bachelor of Science degree in Computing and Information Science, and Mathematics from McKendree University.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Pyburn's knowledge in cybersecurity, technology and risk management as an officer with the United States Air Force and private sector consulting, led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.
BRADLEY L. PYBURN Age 53 Director since December 2024
Chief Financial Officer of BetterUp, Inc.
INDEPENDENT DIRECTOR Class B Current Term Expires 2027
Blackbaud Board Committees Compensation Other Public Boards None (Chair), Audit
KRISTIAN P. TALVITIE Age 56 Director since January 2024
Leadership Accounting &
Finance
Technology & Software Industries
Nonprofit Industry
Public Company Board Service
Corporate Governance
Business Development & Corporate Transactions
Business Operations
ESG AI Cybersecurity
Biography
Mr. Talvitie joined the Board of Directors in January 2024. He has served as Chief Financial Officer of BetterUp, Inc., the human and AI coaching platform for enterprise workforce performance, since March 2026. He served as Executive Vice President and Chief Financial Officer of PTC, Inc., a global industrial and manufacturing software company, from May 2019 through December 2025, and was previously at PTC from 2008 to 2016 in several roles including Corporate Vice President of Finance and Vice President of Investor Relations and Corporate Communications. Before returning to PTC in 2019, he served as Chief Financial Officer of Syncsort, Inc. (currently Precisely Holdings, LLC), a privately held provider of data integrity SaaS services, from October 2018 through April 2019. Prior to that, he served as Chief Financial Officer of Sovos Compliance, LLC, a global provider of tax, compliance and trust solutions and services, from July 2016 through October 2018. He holds an MS in Management from Boston University and a BA in Psychology from Allegheny College.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Talvitie's knowledge and experience in leading and transforming large organizations in the information technology industry, artificial intelligence, accounting and finance and business operations led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.
The Board of Directors currently comprises seven members, namely Chairman Andrew M. Leitch, Vice Chairman Michael P. Gianoni, Deneen M. DeFiore, Rupal S. Hollenbeck, D. Roger Nanney, Bradley L. Pyburn and Kristian P. Talvitie. Yogesh K. Gupta served as a director until his resignation from the Board on September 11, 2025. Ms. Hollenbeck is not a nominee for election at the 2026 Annual Meeting, at which time her term will expire.
We have historically separated the positions of Chairman, currently independent director Andrew M. Leitch, and Chief Executive Officer ("CEO"), currently Michael P. Gianoni. While the Board of Directors believes the separation of these positions has served our Company well, and intends to maintain this separation where appropriate and practicable, the Board does not believe that it is appropriate to prohibit one person from serving as both Chairman and CEO. We believe our leadership structure is appropriate given the size of our Company in terms of number of employees. Mr. Leitch's experience on boards of directors and management skills led to the conclusion of our Nominating and Corporate Governance Committee, and that of our full Board, that he is well qualified to serve as Chairman.
The Board of Directors has adopted categorical standards or guidelines to assist it in making independence determinations with respect to each director. These standards are published in Section 1 of our Corporate Governance Guidelines and are available under Corporate Governance in the Company - Investor Relations section of our website at www.blackbaud.com. Each of our directors and executive officers completes an annual questionnaire to confirm that there are no material relationships or related person transactions between such individuals and the Company other than those previously disclosed to Blackbaud and agrees to notify the Company in the event of any changes to that information. Based on its review of a summary of the answers to the questionnaires, the Board has determined that the following six directors are independent within the meaning of Rule 5605(a)(2) of the Nasdaq Marketplace Rules: Ms. DeFiore, Ms. Hollenbeck, Mr. Leitch, Mr. Nanney, Mr. Pyburn and Mr. Talvitie. The Board also determined that Yogesh K. Gupta, who served on our Board until his resignation on September 11, 2025, was independent. As part of such determination of independence, the Board has affirmatively determined that none of these directors has a relationship with the Company or the Company's management that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. Mr. Gianoni, our CEO, President and Vice Chairman of the Board, is the only member of management serving as a director.
Each Board committee is composed entirely of independent directors in accordance with Rule 5605(a)(2) of the Nasdaq Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"), as applicable. The Board and each committee have the authority to obtain, at the Company's expense, the advice and assistance from independent advisors, experts and others as they may deem necessary, and to the extent they engage any such advisors they consider the independence of such advisors and any conflict of interest that may exist.
Furthermore, our Compensation Committee consists entirely of independent directors in accordance with Nasdaq Marketplace Rule 5605(d)(2)(A). The Board has also determined that each member of the Compensation Committee qualifies as a "non-employee director" under Rule 16b-3 of the Exchange Act.
Director Independence (85.7% Independent)
Non-Independent: 1
Independent: 6
We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. The Board of Directors adopted these Corporate Governance Guidelines in order to ensure that it has the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows, including, but not limited to, Board and Committee composition and selection, director responsibilities and tenure, director access to executive officers and employees, and CEO performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available under Corporate Governance in the Company - Investor Relations section of our website at www.blackbaud.com.
The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees. The Board has also adopted a separate Code of Ethics for our CEO and Senior Financial Officers, including our Chief Financial Officer ("CFO"), who is our principal accounting officer, our Corporate Controller, or persons performing similar functions. We will provide copies of our Code of Business Conduct and Ethics and Code of Ethics without charge upon request. To obtain a copy of our Code of Business Conduct and Ethics or Code of Ethics, please send your written request to Blackbaud, Inc., 65 Fairchild, Charleston, South Carolina 29492, Attn: General Counsel. Our Code of Business Conduct and Ethics and Code of Ethics are also available under Corporate Governance in the Company - Investor Relations section of our website at www.blackbaud.com. We intend to disclose any amendment to or waiver of a provision of the Code of Business Conduct and Ethics or the Code of Ethics by posting such information on our website.
Stockholders who wish to communicate with members of the Board of Directors, including the directors individually or as a group, may send correspondence to them in care of our Corporate Secretary at our principal executive offices. Such communication will be forwarded to the intended recipient(s). We currently do not intend to have our Corporate Secretary screen this correspondence, but we may change this policy if directed by the Board due to the nature or volume of correspondence.
During 2025, the Board of Directors held five meetings. Each of our current directors attended at least 75% of the aggregate of all meetings of the Board and of all the committees on which he or she served during 2025.
The Board has established four standing committees. The following table provides membership and meeting information for each of the committees during 2025.
Name
Audit Committee
Compensation Committee
Nominating and
Corporate Governance Committee
Cyber Risk Oversight Committee
Deneen M. DeFiore
⚫
Michael P. Gianoni
Yogesh K. Gupta(1)
⚫
Andrew M. Leitch
†
⚫
⚫
⚫
Rupal S. Hollenbeck ⚫
Bradley L. Pyburn(3)
⚫
⚫
⚫
D. Roger Nanney(2) ⚫ †
2025 Meetings 11 5 4 4
Kristian P. Talvitie(4) ⚫ † ⚫
- Committee Chair
† - Audit Committee Financial Expert
Mr. Gupta served on the Compensation Committee until his resignation from the Board of Directors effective September 11, 2025.
Mr. Nanney was named Chair of the Audit Committee effective June 11, 2025.
Mr. Pyburn joined the Nominating and Corporate Governance Committee effective June 11, 2025 and joined the Compensation Committee effective October 13, 2025.
Mr. Talvitie was named Chair of the Compensation Committee and stepped down as Chair of the Audit Committee both effective June 11, 2025.
Although we do not have a formal written policy with respect to directors' attendance at our annual meetings of stockholders, we strongly encourage all directors to attend. All directors attended our 2025 Annual Meeting of Stockholders. In addition to the meetings held by the above-referenced committees, the independent non-employee members of the Board of Directors regularly meet in executive session without our CEO or any executive officers present. One purpose of these executive sessions is to evaluate the performance of management.
Each of the above-referenced committees operates pursuant to a formal written charter. The charters for each committee, which have been adopted by the Board of Directors, contain a detailed description of the respective committee's duties and responsibilities and are available under Corporate Governance in the Company - Investor Relations section of our website at www.blackbaud.com.
Primary Responsibilities
Pursuant to its charter, the Committee assists the Board in its oversight of:
the integrity of our financial statements;
the performance of our internal audit function;
the qualifications, independence and performance of our independent registered public accounting firm, for whose appointment the Committee bears primary responsibility;
the review of our annual audited financial statements and quarterly financial statements;
the review of our capital management;
the review of our public disclosures related to earnings, guidance, cybersecurity incidents and other matters as appropriate;
the review of our enterprise risk management program; and
the review of our compliance with certain financial, regulatory and legal requirements.
2025 Meetings: 11
† Audit Committee Financial Expert
Committee Members
(all independent)
D. Roger Nanney† (Chair)(1) Andrew M. Leitch† Kristian P. Talvitie†(2)
Mr. Nanney was named Chair of the Audit Committee effective June 11, 2025.
Mr. Talvitie stepped down as Chair of the Audit Committee effective June 11, 2025.
Additionally, the Audit Committee regularly coordinates with the Cyber Risk Oversight Committee to review and evaluate any matter arising out of the Cyber Risk Oversight Committee that could impact financial reporting.
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. For more information regarding the duties and operations of the Audit Committee, see "Audit Committee Report" on page 79 of this Proxy Statement.
Primary Responsibilities
Pursuant to its charter, the Committee:
reviews and approves all compensation decisions relating to our executive officers, including approving the compensation decisions for the CEO;
annually reviews and approves the compensation of our non-employee members of the Board of Directors;
periodically reviews and makes recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans;
periodically reviews and makes recommendations to the Board of Directors with respect to stock ownership guidelines for the Company's executive officers and non-employee directors;
administers and amends the Company's various incentive compensation and other similar plans; and
administers and enforces the Company's executive incentive compensation clawback policy; and
reviews and assesses on a periodic basis the Company's compliance with laws and regulations relating to compensation and employee benefits, and other human resource matters.
2025 Meetings: 5
Kristian P. Talvitie (Chair)(1) Yogesh K. Gupta(2)
Andrew M. Leitch
Bradley L. Pyburn(3)
Committee Members
(all independent)
Mr. Talvitie was named Chair of the Compensation Committee effective June 11, 2025.
Mr. Gupta served on the Compensation Committee until his resignation from the Board of Directors effective September 11, 2025.
Mr. Pyburn joined the Compensation Committee effective October 13, 2025.
Compensation Decisions
In evaluating incentive and other compensation and equity-based plans, the Compensation Committee carefully considers the feedback from our stockholders through the results of the most recent non-binding stockholder advisory ("Say-on-Pay") vote on NEO compensation as well as through our communications with stockholders throughout the year and the recommendations of its independent compensation consultant. As part of its review, the Compensation Committee also considers compensation data with respect to the executive officers' counterparts at the companies in our compensation peer group and the recommendations of the CEO regarding compensation for those executive officers reporting directly to him as well as our other officers. See "Compensation Discussion and Analysis" beginning on page 35 of this Proxy Statement.
Primary Responsibilities
Pursuant to its charter, the Committee has responsibility for:
identifying individuals qualified to become Board members;
recommending to the Board director nominees for the next Annual Meeting of Stockholders;
reviewing the qualifications and independence of the members of the Board and its various committees;
recommending to the Board the Corporate Governance Guidelines and reviewing such Guidelines on a regular basis to ensure compliance with sound corporate governance practices and legal, regulatory and Nasdaq requirements;
leading the Board and its committees in their annual self-evaluation process;
reviewing our Company's governance scores and ratings from third parties; and
overseeing our Company's corporate responsibility and ESG matters, including evaluating the Company's integration of ESG principles into business strategy and decision-making and reviewing reports published by the Company on ESG matters.
2025 Meetings: 4
Committee Members
(all independent)
Andrew M. Leitch (Chair) Rupal S. Hollenbeck(1) Bradley L. Pyburn(2)
Ms. Hollenbeck is not a nominee for election at the 2026 Annual Meeting of Stockholders. Accordingly, her term will end at the conclusion of the 2026 Annual Meeting.
Mr. Pyburn joined the Nominating and Corporate Governance Committee effective June 11, 2025.
Selection of Nominees for the Board of Directors
The Nominating and Corporate Governance Committee is responsible for establishing the criteria for recommending which directors should stand for re-election to the Board and for identifying and evaluating candidates to serve as new directors. The Committee is also responsible for establishing the procedures by which stockholders may recommend candidates for consideration.
The Committee has not adopted specific minimum qualifications for director candidates. Instead, it evaluates potential nominees based on a range of factors it believes are relevant to effective Board oversight, including integrity, independence, judgment, professional experience, relevant skills, and the ability to contribute constructively to the Board's deliberations. In evaluating candidates, the Committee considers the overall composition of the Board and seeks individuals whose experience and expertise complement and enhance the skills of existing directors. The Committee also considers Board tenure and refreshment as part of its assessment of the Board's overall composition.
With the assistance of an independent search firm, the Committee periodically identifies individuals with qualifications and experience that align with the Company's business, strategy, and governance needs, and will recommend such individuals for consideration by the Board when appropriate. The Committee's approach to director qualification, independence, and Board composition is reflected our Corporate Governance Guidelines, which are available under Corporate Governance in the Company - Investor Relations section of our website at www.blackbaud.com.
Stockholder Nominations of Directors
Our Bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director must deliver written notice of the nomination to the Corporate Secretary at our principal executive offices and any such notice must comply with the provisions set forth in our Bylaws, including the requirements as to the timing for providing such notice and the information to be included in the notice. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will evaluate a nominee recommended by a stockholder in the same manner in which the Committee evaluates nominees recommended by other persons as well as its own nominee recommendations.
CEO and Executive Management Succession Planning
Assuring we have appropriate executive management talent to successfully pursue our strategies is one of the Board's primary responsibilities. To this end, at least annually, the Board discusses succession planning for our CEO and the remainder of our executive management. To help fulfill the Board's responsibility, pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for ensuring that we have in place appropriate planning to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO provides the Board with recommendations and evaluations of potential successors, along with a review of their development plans when the individuals are internal candidates.
Board Tenure and Refreshment
We believe that a variety of tenures on our Board helps to provide an effective mix of deep experience and fresh perspective to our boardroom. To that end, our Corporate Governance Guidelines state that an independent director of the Company will not be nominated for election as a director if he or she has, or will have, served on the Board for twelve years or more as of the date scheduled for his or her next election. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee may recommend to the Board that, based on specific circumstances the director's tenure should be extended beyond twelve years of service. The Board may in such case waive or modify the retirement date if it determines that there is good cause to do so and that such action would be in the best interests of the Company and its stockholders. The average tenure of Blackbaud directors is 7.1 years.
Director Tenure (as of April 13, 2026)
42.9%
28.6%
28.6%
-%
0-3 years 3-7 years 7-10 years >10 years
Primary Responsibilities
Pursuant to its charter, the Committee assists the Board in its oversight of:
the Company's risk management, compliance and control activities as they relate to information technology security;
the Company's cybersecurity risks, including the Company's cyber risk management practices, adequacy of cyber-insurance, adequacy of an incident response plan and the Company's ability to respond to a cyber breach;
the Company's systems of operational controls regarding certain legal and regulatory compliance; and
the compliance with certain legal and regulatory requirements applicable to the Company.
Deneen M. DeFiore (Chair) Andrew M. Leitch
Bradley L. Pyburn
2025 Meetings: 4
Committee Members
(all independent)
Additionally, the Cyber Risk Oversight Committee communicates to the Audit Committee any matters it identifies that may impact financial reporting.
While our Company's senior management is responsible for management of risk, the Board and its committees play a significant role in overseeing this function. Each of the committees oversees risks associated with its respective area of responsibility. In particular, the Audit Committee oversees risk related to our accounting, tax, financial and public disclosure processes. It also assesses risks associated with our financial assets. The Compensation Committee oversees risks related to our compensation and benefit plans, programs and policies in an effort to ensure sound pay practices that do not cause risks to arise that are reasonably likely to have a material adverse effect on our Company. The Nominating and Corporate Governance Committee seeks to minimize risks related to governance structure by implementing sound corporate governance principles and practices. The Cyber Risk Oversight Committee oversees risks related to information technology security, in addition to the risk oversight described above. Each of the committees regularly reports to the full Board as appropriate on its efforts at risk oversight and on any matter that rises to a material or enterprise level of risk.
The general policy of the Board of Directors is that the compensation for our non-employee directors should be a mix of cash and equity-based compensation. The Board periodically reviews our director compensation program and practices, generally once every other year, and makes changes as it deems appropriate.
For 2025, the annual compensation for our non-employee directors consisted of the following components:
$60,000
Annual Cash Retainer(1)
Amount and Description
Component
Annual Equity Awards Approximately $235,000 in RSAs that vest in full 1) on the first anniversary of the date of grant, provided that the director is still serving as a member of the Board of Directors or,
2) if the director does not stand for re-election at the end of their term, and provided that the director is then still serving as a member of the Board of Directors, vesting will occur immediately upon the end of such term. Recipients of RSAs have the right to vote such shares.
Board Chair Fee(1) $200,000
Committee Chair Fees(1) $30,000 for the Audit Committee
$25,000 for the Compensation Committee
$20,000 for the Nominating and Corporate Governance Committee
$20,000 for the Cyber Risk Oversight Committee
Committee Member Fees(1)
$15,000 for the Audit Committee
$15,000 for the Compensation Committee
$10,000 for the Nominating and Corporate Governance Committee
$10,000 for the Cyber Risk Oversight Committee
Meeting Fees None
(1) The annual cash retainer and other fees are paid on a quarterly basis.
The following table sets forth the total compensation paid to each of our non-employee directors in 2025.
Name
Fees Earned or Paid in Cash
($)
Stock Awards(1)(4)
($)
All Other Compensation
($)
Total ($)
Deneen M. DeFiore
$ 85,000 $
239,578 $
- $
324,578
Yogesh K. Gupta(2)
56,250
239,578
-
295,828
Rupal S. Hollenbeck
70,000
239,578
-
309,578
Andrew M. Leitch
320,000
239,578
-
559,578
D. Roger Nanney
82,500
239,578
-
322,078
Sarah E. Nash(3)
47,500
-
-
47,500
Bradley L. Pyburn
75,000
239,578
-
314,578
Kristian P. Talvitie
95,000
239,578
-
334,578
On August 1, 2025, we granted each of our non-employee directors then serving 3,670 RSAs with a grant date fair value of $239,578, computed in accordance with FASB ASC Topic 718. No options to purchase shares of our common stock or SAR awards for shares of our common stock were granted to our non-employee directors in 2025.
Mr. Gupta resigned from the Board of Directors effective September 11, 2025.
Ms. Nash retired from the Board of Directors effective June 11, 2025.
The following table shows the aggregate number of RSAs and shares held by our non-employee directors as of December 31, 2025 (no shares were received upon the exercise of options):
Name
Number of RSAs and
Shares Held
Ms. DeFiore
10,069
Mr. Gupta
12,266
Ms. Hollenbeck
6,366
Mr. Leitch
40,201
Mr. Nanney
16,619
Mr. Pyburn
5,269
Mr. Talvitie
8,053
Under our Non-Employee Directors' Stock Ownership Guidelines, it is expected that our non-employee directors will accumulate and hold, through their receipt of equity compensation, not later than three years after first receiving his or her first annual RSA,
$100,000 of our common stock. Once a non-employee director has been a director for five consecutive years, he or she is expected to accumulate and hold, through his or her receipt of equity compensation, $200,000 of our common stock. Additionally, non-employee directors should not dispose of any vested RSAs granted to such director until reaching these ownership targets, unless the disposition is to satisfy tax obligations resulting from the lapse of restrictions. As of December 31, 2025, each of our non-employee directors was in compliance with the Non-Employee Directors' Stock Ownership Guidelines.
The following table shows the ownership levels of our non-employee directors as of December 31, 2025:
Name
Stock Ownership Requirement
Number of Shares or
RSAs Owned(1)
Value of Shares or RSAs Owned(2)
Ownership as a Multiple of Requirement(2)
Ms. DeFiore
$ 100,000
10,069 $
637,569
6x
Ms. Hollenbeck
100,000
6,366
403,095
4x
Mr. Leitch
200,000
40,201
2,545,527
13x
Mr. Nanney
100,000
16,619
1,052,315
11x
Mr. Pyburn(3)
-
5,269
333,633
-
Mr. Talvitie(4)
-
8,053
509,916
-
Includes vested and unvested shares of our common stock subject to RSAs beneficially owned.
Based on $63.32 per share, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of that fiscal year.
Mr. Pyburn joined the Board of Directors effective December 4, 2024. Since Mr. Pyburn had been a director of the Company for less than three years as of December 31, 2025, he was not required to meet an ownership target. However, as of December 31, 2025, Mr. Pyburn achieved 3x the three-year requirement.
Mr. Talvitie joined the Board of Directors effective January 11, 2024. Since Mr. Talvitie had been a director of the Company for less than three years as of December 31, 2025, he was not required to meet an ownership target. However, as of December 31, 2025, Mr. Talvitie achieved 5x the three-year requirement.
Our non-employee directors are encouraged to attend director education seminars that are designed to develop skills and strategies for effective service on the Board. As such, it is our policy to reimburse our non-employee directors for the reasonable and direct costs, including transportation and lodging, of attending such educational seminars. These reimbursement costs are not included in the "2025 Director Compensation Table" above.
Disclaimer
Blackbaud Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 12:35 UTC.