DEF 14A 1 def14aapr2021.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

 Blackbaud, Inc.

(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TABLE OF CONTENTS

2021 Proxy Statement
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LETTER TO STOCKHOLDERS
FROM OUR BOARD OF DIRECTORS
Dear Blackbaud Stockholders:
As the world's leading cloud software company powering the large and growing social good market, Blackbaud offers its customers a comprehensive solution set combined with domain expertise. As stewards of our Company, we are committed to achieving long-term performance and delivering stockholder value through a strong business model and four-point strategy, which is: expanding the Company’s total addressable market ("TAM") into near adjacent markets through acquisitions and product investments; leading with world class teams and operations; delighting our customers with innovative cloud solutions; and focusing on employees, culture and ESG initiatives. With that strategy in mind, and in light of the impacts of the global coronavirus pandemic ("COVID-19"), the Board of Directors is pleased with the Company’s progress over the past year.
In 2020, Blackbaud:
Reprioritized and expedited product enhancements to support our customers' needs, especially in light of COVID-19 and the market's continued shift to virtual, digital-first operating models;
Released fitness tracking integration in Blackbaud’s peer-to-peer fundraising portfolio, a new virtual prayer wall enabling congregants at houses of worship to share and respond to prayer requests online and text messaging capabilities for scholarship directors and higher education institutions to ensure no funds were going unutilized;
Expanded the global capabilities of YourCause CSRConnect making it easier for companies to bring employees across geographies together in support of causes around the world;
Invested in sales and marketing to better address our market opportunity by implementing software tools to enhance our digital footprint and drive lead generation across the Company;
Re-evaluated elements of our go-to-market strategy with a digital-first mindset, as we have a significant opportunity to leverage investments into digital to reduce our customer acquisition cost and increase our sales velocity, ultimately driving a more scalable and cost-effective go-to-market model;
Discontinued the payment of quarterly dividends and repurchased shares through our share repurchase program;
Implemented a number of operating cost containment actions and pivoted to place a greater emphasis on profit in alignment with the balanced approach management takes to operating the business;
Continued our focus and investments to further improve our robust cybersecurity practice;
Re-evaluated our workforce strategy and enhanced our health and welfare benefits in response to COVID-19, and when employees return to the office, we expect to have more employees working remotely either part-time or full time; and
Revisited our real estate strategy with a focus on optimizing our footprint for the future of work at Blackbaud, including the purchase of our LEED Gold certified Global Headquarters Facility and exit of certain office leases globally, with the goal of optimizing our office utilization, improving our geographic sales coverage and enhancing our employees' daily experience to improve productivity and effectiveness.
We remain committed to continuous and transparent stockholder communication and engagement to better understand your views on the Company and, in particular, our executive compensation program. In 2020, as we do every year, we actively engaged with our stockholders to carefully consider their feedback following our annual meeting in June, reviewed our executive compensation program with our Compensation Committee’s independent compensation consultant, Compensia, Inc., and evaluated our program against our industry peers.
As a result of our review, we made several changes to our 2021 executive compensation program while continuing our practice of granting annual equity awards to our executive officers that are at least 50% performance-based, thereby reinforcing 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 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 20, 2021
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

Virtual Meeting
Thursday, June 10, 2021 4:00 p.m., Eastern Time
Dear Blackbaud Stockholders:
In light of concerns related to COVID-19 and to help protect the health and safety of stockholders and employees, the 2021 Annual Meeting of Stockholders of Blackbaud, Inc. will be a live virtual meeting held via the Internet at http://www.virtualshareholdermeeting.com/BLKB2021 on Thursday, June 10, 2021 at 4:00 p.m., Eastern Time, to take action on the following business:
1.To elect the two Class B directors named in the Proxy Statement, each for a three-year term expiring in 2024;
2.To hold an advisory vote to approve the 2020 compensation of our named executive officers;
3.To approve the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan;
4.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
5.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 2021 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, view the list of stockholders of record, 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 12, 2021, 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
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Jon W. Olson
Senior Vice President, General Counsel and Corporate Secretary
Dated: April 20, 2021
2021 Proxy Statement
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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. You can identify forward-looking statements by words such as "believe," "expect," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "estimate," "predict," "potential," "continue" or other similar expressions. 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, 2020 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.
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PROXY SUMMARY
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
TIME AND DATE:June 10, 2021, 4:00 p.m., Eastern Time
VIRTUAL MEETING:
In light of COVID-19 and public health concerns, the meeting will be held live via the Internet - to attend please visit www.virtualshareholdermeeting.com/BLKB2021
RECORD DATE:April 12, 2021
VOTING:Stockholders as of the record date are entitled to vote. Each share of Blackbaud common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
Even if you plan to attend the 2021 Annual Meeting of Stockholders, please vote right away using one of the following advance voting methods (see page 68 for additional details). Make sure you have your proxy card or voting instruction form in hand and follow the instructions.
Use the InternetCall Toll-FreeMail Your Proxy Card
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www.proxyvote.com1-800-690-6903Follow the instructions on
your proxy materials
ADMISSION:
Visit www.virtualshareholdermeeting.com/BLKB2021 and enter the 16-digit control number found on your Notice of Annual Meeting of Stockholders or proxy card.
MAILING OF NOTICE:
A Notice of Internet Availability of Proxy Materials (or this Proxy Statement and the accompanying materials) are being mailed on or about April 20, 2021 to stockholders as of the record date.
Virtual Stockholder Meeting
You will be able to attend the 2021 Annual Meeting of Stockholders online only if you were a stockholder of record as of the close of business on April 12, 2021, the record date. You also will be able to vote and submit your questions during the meeting. To be admitted to the 2021 Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/BLKB2021, 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.
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PROXY SUMMARY
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The meeting webcast will begin promptly at 4:00 p.m. Eastern Time on June 10, 2021. Online access will begin at 3:45 p.m. Eastern Time, and we encourage you to access the meeting prior to the start time.
A complete list of stockholders entitled to vote at the 2021 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. This list will also be available to stockholders of record during the 2021 Annual Meeting of Stockholders for examination at www.virtualshareholdermeeting.com/BLKB2021.
Submitting questions at the 2021 Annual Meeting of Stockholders
Stockholders may submit questions during the 2021 Annual Meeting of Stockholders. If you wish to submit a question during the 2021 Annual Meeting of Stockholders, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/BLKB2021, typing your question into the “Ask a Question” field, and clicking “Submit.” As part of the 2021 Annual Meeting of Stockholders, we will hold a live Q&A session where 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 www.virtualshareholdermeeting.com/BLKB2021 and will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, 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 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 Shareholder Meeting log in page.
MEETING AGENDA AND VOTING MATTERS

ProposalBoard's Voting
Recommendation
Voting
Standard
Page
Number
(for more
details)
No. 1Election of two Class B directors, each for a three-year term expiring in 2024.
ü FOR (each nominee)
Majority of votes present and entitled to vote
No. 2Advisory vote to approve the 2020 compensation of our named executive officers.
ü FOR
Majority of votes present and entitled to vote
No. 3Approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan.
ü FOR
Majority of votes present and entitled to vote
No. 4Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
ü FOR
Majority of votes present and entitled to vote
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PROXY SUMMARY
MEMBERS OF OUR BOARD OF DIRECTORS (pages 13-17)

AgeDirector
Since
ClassCurrent Term ExpiresExpiration of Term For Which NominatedIndependentOther Public Company BoardsCommittee Memberships
Name, Primary OccupationACCCNCGCROC
Timothy Chou, Ph.D.
President of Oracle On Demand, a division of Oracle Corporation (Retired)
662007A2023-Yes1ll
George H. Ellis
Chief Financial Officer of Accumen, Inc.
722006B20212024Yes1l
Thomas R. Ertel
Partner of Ernst & Young, LLP (Retired)
652017C2022-YesNonel
Michael P. Gianoni
President and CEO of Blackbaud, Inc.
602014C2022-No1
Andrew M. Leitch
Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)
772004B20212024YesNonellll
Sarah E. Nash
Chairman and CEO of Novagard, Inc.
672010C2022-Yes2ll
Joyce M. Nelson
President and Chief Executive Officer of National Multiple Sclerosis Society (Retired)
702012A2023-YesNonell
l - Committee Chair
AC - Audit Committee
CC - Compensation Committee
NCGC - Nominating and Corporate Governance Committee
ROC - Risk Oversight Committee
INFORMATION ABOUT OUR BOARD AND COMMITTEES (pages 17-22)
Number of MembersIndependenceNumber of Meetings During Fiscal Year 2020
Full Board785.7%8
Audit Committee3100%15
Compensation Committee3100%5
Nominating and Corporate Governance Committee4100%4
Risk Oversight Committee2100%6
2020 PERFORMANCE HIGHLIGHTS(1) (page 29)

Total RevenueRecurring RevenueGAAP Income from Operations
Non-GAAP Income from Operations(2)
Non-GAAP Organic
Recurring Revenue(2)
$913.2M93.2%$37.2M$194.8M$850.7M
(increased 1.4%)(vs. 92.4%)(increased 37.2%)(increased 28.5%)(increased 2.1%)
(1)All comparisons are to fiscal year 2019.
(2)See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.
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PROXY SUMMARY
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GOVERNANCE HIGHLIGHTS
Governance MatterSummary HighlightsPage
Number
(for more
 details)
Board IndependenceüIndependent Board, except CEO
üIndependent Board Chairman
ü100% Independent Committee Members
üRegular Executive Sessions of Independent Directors
üCommittee Authority to Retain Independent Advisors
Director ElectionsüMajority Voting
üOne Share, One Vote Standard
Meeting Attendanceü
All Current Directors Attended At Least 75% of the Total Number of Meetings of our Board and Committees on which the Director Served in 2020
Evaluating and Improving Board PerformanceüAnnual Board Evaluations
üAnnual Committee Evaluations
üContinuing Director Education
Aligning Director and Stockholder InterestsüDirector Stock Ownership Guidelines
üAnnual Director Equity Awards
Aligning Executive Officer and Stockholder InterestsüExecutive Officer Stock Ownership Guidelines
üExecutive Compensation Driven by Pay-For-Performance Philosophy
ESGüBoard Oversight of Program
üAnnual Social Responsibility Report
üEmployee-Led ESG Steering Committee
üDedicated Diversity & Inclusion Executive
üFocus on Board Diversity
üStrong Management Commitment
üParticipant in UN Global Compact
OtherüAnnual Stockholder Advisory ("Say-on-Pay") Vote
üRobust Stockholder Engagement Program
üRisk Oversight Committee of the Board
üProhibition on Pledging and Hedging of Company Securities
üEquity Plan Prohibits Stock Option Exchanges or Repricing Without Stockholder Approval
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PROXY SUMMARY
COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM (page 33)
ComponentDescription
Base SalaryFixed compensation component payable in cash
Short-term Incentive ("STI") CompensationVariable 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") CompensationVariable long-term compensation component consisting of a combination of 1) restricted stock awards ("RSAs") or restricted stock units ("RSUs"); and 2) at least 50% PRSUs
“Double-Trigger”
Change in Control
Severance Arrangements
Provide change in control payments and benefits to executive officers only upon a qualifying termination of employment within 12 months of a change in control of our Company
Other BenefitsGenerally provide the same health and welfare benefits as offered to all of our employees
2020 EXECUTIVE COMPENSATION ACTIONS (page 33)
Base Salaries
In response to COVID-19, maintained the base salaries of our named executive officers ("NEO" or "NEOs") at their 2019 levels and in May 2020, granted RSUs in lieu of base salary merit increases of 3%, which will vest on May 1, 2021 subject to their continued employment with us.
STI Compensation
During the first quarter of 2020, approved an STI plan that would have paid our NEOs annual cash bonuses based on one-year corporate performance.
In response to COVID-19, granted PRSUs in May 2020 to our NEOs as a replacement for their 2020 annual cash bonus opportunities (the "2020 STI PRSUs"). The performance metrics, thresholds and targets for the 2020 STI PRSUs were the same as those approved by the Compensation Committee during the first quarter of 2020.
LTI Compensation
Granted annual equity awards in February 2020 consisting of 50% RSAs and 50% PRSUs to our NEOs that met competitive market practices, supported our retention objectives and rewarded overall company performance (the "2020 LTI PRSUs")
LTI Re-design for 2021
In response to the lower Say-on-Pay votes in 2019 and 2020, and in preparation for our 2021 executive compensation decisions, we actively engaged with our stockholders to discuss their views and any potential areas of concern with our business, including executive compensation. As discussed below, we identified primary areas of stockholder feedback regarding our executive compensation program and the Compensation Committee took actions to respond. Additionally, the Committee made other changes to the 2021 LTI equity awards that it believed were appropriate to attract, incentivize and retain our executive officers.
Approved changes to the retirement benefit requirements under our LTI plan that will be effective beginning with equity awards granted in 2021 to promote the retention of our experienced employees and serve as a differentiating factor in our ability to attract new talent
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PROXY SUMMARY
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2020 NEO COMPENSATION SUMMARY (page 47)
Set forth below is the 2020 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 2020 Summary Compensation Table beginning on page 47 for more information.
Name and Principal PositionSalaryStock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
All Other
Compensation
Total
Michael P. Gianoni
President and CEO
$613,258 $8,805,434 $— $— $29,187 $9,447,879 
Anthony W. Boor
Executive Vice President and CFO
493,222 3,335,618 — — 19,344 3,848,184 
Kevin P. Gregoire
Executive Vice President and President, U.S. Markets
451,407 2,303,630 — — 14,720 2,769,756 
Kevin W. Mooney
Executive Vice President, Corporate Strategy and Business Development
478,113 2,321,105 — — 10,360 2,809,578 
Jon W. Olson
Senior Vice President and General Counsel
350,516 1,431,764 — — 13,466 1,795,746 
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PROXY SUMMARY
STOCKHOLDER FEEDBACK AND OUR RESPONSE (page 30)
Set forth below is a summary of the primary areas of feedback articulated by our stockholders regarding our executive compensation program following our June 2020 annual meeting and the actions the Compensation Committee has taken to respond. For a full description of the changes that the Compensation Committee has approved for our 2021 executive compensation program, see pages 30 through 32.
What Stockholders Told UsActions Blackbaud Has Taken
STI and LTI opportunities should utilize different performance metrics to prevent duplicative payouts
For our 2021 executive compensation program, the LTI PRSUs, which reflect 50% of the target LTI value for NEOS, were redesigned to be based on a combination of the following performance metrics (with the percentage of total LTI PRSU grant value noted):
Rule of 40 (50%)
Non-GAAP Adjusted Total Revenue (25%)
Gross Dollar Retention (25%)

The 2021 STI PRSU performance metrics were not changed and will continue to be based on a combination of Non-GAAP Adjusted Recurring Revenue (50%) and Adjusted Non-GAAP Income from Operations (50%)
LTI PRSUs should be measured over multi-year periods, not a one-year period
For our 2021 executive compensation program, performance will be measured as follows for the LTI PRSUs:
Rule of 40 - performance measured during each of the three years of vesting (2021, 2022 and 2023)
Non-GAAP Adjusted Total Revenue - based on one-year performance (2021)
Gross Dollar Retention - based on one-year performance (2021)

The changes will result in 50% of our 2021 LTI PRSUs being measured over multi-year periods
Focus on metrics and underlying drivers of total shareholder return within the company's control
In addition to the changes made to our 2021 executive compensation program, several other actions were taken beginning in 2020 with a focus on driving shareholder value in 2020 and going forward:
Early cost actions in response to the COVID-19 pandemic and our pivot to place greater focus on profitability and earnings per share growth
Provided additional public disclosures related to primary revenue drivers, how each was impacted by the pandemic, and our expectations for each going forward
In December 2020, announced near-term, mid-term and long-term financial goal framework targeting "Rule of 40" and accelerated organic revenue growth
Increased the authorization of our share repurchase program, and repurchased approximately $69 million through February 19, 2021
In March 2021, our Executive Leadership Team held an investor session to discuss our strategic outlook and host a Q&A session
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65 FAIRCHILD STREET
CHARLESTON, SC 29492
April 20, 2021



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PROXY STATEMENT

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 2021 Annual Meeting of Stockholders of Blackbaud, Inc. The meeting will be a live virtual meeting held via the Internet at http://www.virtualshareholdermeeting.com/BLKB2021 on Thursday, June 10, 2021 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 2020 Annual Report to Stockholders, including financial statements, and a proxy card for the meeting, by providing access to them via the Internet on April 20, 2021. 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 12, 2021, 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, 2021.
The Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report to Stockholders, including financial statements, are available at www.proxyvote.com

2021 Proxy Statement
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GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS
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. Each of our existing Class B directors, George H. Ellis and Andrew M. Leitch, have been nominated to fill a three-year term expiring in 2024. The two other classes of directors, who were elected for terms expiring at the annual meetings in 2022 and 2023, respectively, will remain in office.
If you are a stockholder of record, unless you mark your Proxy Card otherwise, the proxy holders will vote the proxies received by them for the two Class B nominees named above, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by the Board of Directors to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve as a director.
If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.
ü
The Board of Directors unanimously recommends that stockholders vote FOR the two Class B director nominees.
The voting requirements for this Proposal 1 are described above and under "Additional Information" on page 68 of this Proxy Statement.
Director Qualifications
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 Board believes areas of contribution to a well-functioning Board to effectively oversee the Company's strategy and management include:
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Biographies of Our Director Nominees
The biographies of our directors as of April 12, 2021 are set forth below. There are no family relationships among our directors, director nominees or executive officers. The business address for each of our directors, director nominees and executive officers for matters regarding Blackbaud is 65 Fairchild Street, Charleston, South Carolina 29492.
GEORGE H. ELLISAge72
Director since March 2006
Chief Financial Officer of Accumen, Inc.
INDEPENDENT DIRECTOR Class B
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2021
üLeadership - Former CEO
Blackbaud Board Committees Audit (Chair)
üAccounting and Finance
Other Public Boards Liquidity Services, Inc.
üNonprofit Industry
üTechnology and Software Industries
üPublic Company Board Service
Biography
Mr. Ellis joined the Board of Directors in March 2006. Mr. Ellis has served as the Chief Financial Officer of Accumen Inc., a provider of health system performance optimization solutions, since November 2020. From February 2015 to November 2020, Mr. Ellis was a Managing Director of Huron Consulting Group, Inc., a Nasdaq traded consulting and services company. Prior to that, Mr. Ellis served as the Chief Financial Officer of The Studer Group L.L.C., a private company in the health care industry, from September 2011 to February 2015. From July 2006 to August 2011, Mr. Ellis was Chief Financial Officer of Global 360, Inc., now OpenText Corporation, a private company offering business process management services. Since May 2010, Mr. Ellis has served on the board of Liquidity Services, Inc., currently as Chairman of its audit committee. He has also served in several capacities at Softbrands, Inc., as a member of its board of directors from October 2001 to August 2009, serving as Chairman from October 2001 to June 2006, and Chief Executive Officer from October 2001 to January 2006. Mr. Ellis was the Chairman and Chief Executive Officer of AremisSoft Corporation from October 2001 to confirmation of its plan of reorganization under Chapter 11 of the Federal Bankruptcy Code in August 2002. Mr. Ellis, who served as a director of AremisSoft from April 1999 until February 2001, accepted the position at AremisSoft to assist in the reorganization. Mr. Ellis served on the board of directors of PeopleSupport, Inc. from October 2004 to October 2008. Mr. Ellis served as the Chief Operating Officer of the Community Foundation of Texas from August 1999 to July 2001. Mr. Ellis has served on the board of directors and advisory boards of several nonprofit companies in the Dallas area. Mr. Ellis is a licensed CPA and an attorney in the State of Texas. Mr. Ellis is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors, earned the NACD certificate for Directors Cyber Security Oversight and supplements his skill set through ongoing engagement with the director community and access to leading practices. Mr. Ellis holds a BS in accounting from Texas Tech University and a JD from Southern Methodist University Dedman School of Law.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Ellis’ knowledge and experience in leading large organizations in the information technology industry and his experience with financial, auditing and legal matters, as well as with nonprofit companies, 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.
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ANDREW M. LEITCHAge77
Director since February 2004
Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)
INDEPENDENT DIRECTOR Class B
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2021
üLeadership - Current Chairman
Blackbaud Board Committees Nominating and Corporate Governance (Chair), Audit, Compensation, Risk Oversight (Chair)
üAccounting and Finance
üCorporate Governance
Other Public Boards None
üPublic Company Board Service
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 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, 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.
Biographies of Our Directors Not Up For Re-election At This Meeting
TIMOTHY CHOU, Ph.D.Age66
Director since June 2007
President of Oracle On Demand, a division of Oracle Corporation (Retired)
INDEPENDENT DIRECTOR Class A
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2023
üBusiness Operations
Blackbaud Board Committees Nominating and Corporate Governance, Risk Oversight
üTechnology and Software Industries
Other Public Boards Teradata Corporation
üBusiness Development and Corporate Transactions
üCorporate Governance
üPublic Company Board Service
Biography
Dr. Chou joined the Board of Directors in June 2007. From November 1999 until January 2005, he served as President of Oracle On Demand, a division of Oracle Corporation, an American multinational computer technology corporation. In that role, he created the foundation of Oracle's cloud computing business. At that time, Dr. Chou authored “The End of Software,” a landmark book which featured three startups: Salesforce, NetSuite and VMWare. He recently authored “Precision: Principles, Practices and Solutions for the Internet of Things”, which has been translated into Vietnamese, Chinese and Korean. In addition to his commercial career, he has been a lecturer at Stanford University since 1982 and launched the first class on cloud computing at the university. Dr. Chou is also the Chairman of the Alchemist Accelerator, a leading B2B accelerator, and has served as an advisor and investor in numerous cloud-based startup companies. He is a member of the board of directors of Teradata Corporation, a publicly traded global big data analytics company. Dr. Chou holds a BS in Electrical Engineering from North Carolina State University and MS and PhD degrees in Electrical Engineering from the University of Illinois Urbana-Champaign.
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Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Dr. Chou’s knowledge and experience in the software-as-a-service and cloud computing industry, corporate governance as well as his senior leadership roles and operational experience in large organizations in the information technology industry 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.
THOMAS R. ERTELAge65
Director since December 2017
Partner of Ernst & Young, LLP (Retired)
INDEPENDENT DIRECTOR Class C
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2022
üAccounting and Finance
Blackbaud Board Committees Audit
üBusiness Development and Corporate Transactions
Other Public Boards None
üBusiness Operations
Biography
Mr. Ertel joined the Board of Directors in December 2017. He was a Partner at Ernst & Young, LLP, an accounting firm, from June 2002 until his retirement from full-time employment in June 2017. Prior to that, Mr. Ertel spent 25 years, including 13 years as Partner, with Arthur Andersen, LLP, an accounting firm. Since October 2017, Mr. Ertel has served as Senior Vice President and Chief Accounting Officer of Strada Education Network, a nonprofit organization that strengthens America's pathways between education and employment. He holds a BS in Accounting from Ball State University and has maintained an active CPA license in the State of Indiana since 1980.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Mr. Ertel’s knowledge and experience in auditing and accounting, and in corporate transactions, as well as his management skills, 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.
MICHAEL P. GIANONIAge60
Director since January 2014
President and Chief Executive Officer of Blackbaud, Inc.
NON-INDEPENDENT DIRECTOR Class C
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2022
üLeadership - Current CEO
Blackbaud Board Committees None
üBusiness Operations
Other Public Boards Teradata Corporation
üTechnology and Software Industries
üNonprofit Industry
üPublic Company Board Service
Biography
Mr. Gianoni joined us as President and Chief Executive Officer and a member of the Board of Directors in January 2014. 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. He currently is a board member of the International African American Museum. He holds an AS in electrical engineering from Waterbury State
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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 President and CEO 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.
SARAH E. NASHAge67
Director since July 2010
Chairman and CEO of Novagard, Inc.
INDEPENDENT DIRECTOR Class C
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2022
üBusiness Development and Corporate Transactions
Blackbaud Board Committees Compensation (Chair), Nominating and Corporate Governance
üAccounting and Finance
üCorporate Governance
Other Public Boards Knoll, Inc., L Brands, Inc.
üNonprofit Industry
üPublic Company Board Service
Biography
Ms. Nash joined the Board of Directors in July 2010. Since 2018, Ms. Nash has served as Chairman and CEO of Novagard, Inc., a privately held innovator and manufacturer of silicone, hybrid and foam solutions for the building systems, electronics, EV and battery, industrial and transportation markets. She is Chair of the Board of L Brands, Inc. and serves on the board of Knoll, Inc. She also serves on the boards of directors of privately held HBD Industries, Inc. and Irving Oil Company. Ms. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), a financial services firm, retiring as Vice Chairman in July 2005. Ms. Nash is trustee of the New York-Presbyterian Hospital, Chair of the International Friends Advisory Board of the Montreal Museum of Fine Arts, a member of the National Board of the Smithsonian Institution and a board member of the Smithsonian Tropical Research Institute (STRI), Panama. Ms. Nash holds a BA in political science from Vassar College.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Ms. Nash’s knowledge and experience in capital markets, strategic transactions, corporate governance and nonprofit organizations 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.
JOYCE M. NELSONAge70
Director since September 2012
President and Chief Executive Officer of National Multiple Sclerosis Society (Retired)
INDEPENDENT DIRECTOR Class A
DIRECTOR QUALIFICATION HIGHLIGHTS
Current Term Expires 2023
üLeadership - Former CEO
Blackbaud Board Committees Compensation, Nominating and Corporate Governance
üNonprofit Industry
üBusiness Operations
Other Public Boards None
üCorporate Governance
Biography
Ms. Nelson joined the Board of Directors in September 2012. From October 2011 to her retirement from full-time employment in September 2012, Ms. Nelson served as a special consultant to the in-coming President and Chief Executive Officer of the National Multiple Sclerosis Society (“NMSS”), a nonprofit organization focused on multiple sclerosis. From November 2004 to October 2011, Ms. Nelson served as President and Chief Executive Officer of NMSS. From December 1991 to November 2004, she led NMSS's national field services and fundraising departments. From June 1985 to December 1991, she led the Mid America (Greater Kansas City) chapter of NMSS. From September 1983 to June 1985,
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she oversaw fundraising activities for the Northern California Chapter of NMSS. Ms. Nelson was on the board of directors of NMSS from November 2004 to November 2011 and the Multiple Sclerosis International Federation from November 2004 to November 2011, as well as the advisory board to the North Park University School of Nonprofit Management from September 2006 to June 2010. In 2016, Ms. Nelson was elected to the board of the National Endowment for Financial Education where she serves as a member of the Governance and Compensation committees. Ms. Nelson holds a BA in English from North Park University, where she was named Distinguished Alum and awarded an honorary doctorate in 2012.
Experience, Skills and Qualifications of Particular Relevance to Blackbaud
Among other experience, qualifications, attributes and skills, Ms. Nelson’s leadership experience at a large nonprofit organization, including her knowledge and extensive operational experience in the nonprofit industry as well has her experience in corporate governance 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.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors currently comprises seven members, namely Chairman Andrew M. Leitch, Timothy Chou, Ph.D., George H. Ellis, Thomas R. Ertel, Michael P. Gianoni, Sarah E. Nash and Joyce M. Nelson. Peter J. Kight served as a director until his resignation from the Board on February 14, 2020.
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.
Independence of Directors
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: Dr. Chou, Mr. Ellis, Mr. Ertel, Mr. Leitch, Ms. Nash and Ms. Nelson. The Board also determined that Mr. Kight, who served on our Board until his resignation on February 14, 2020, 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 President and CEO, 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 our 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 an "outside director" under Section 162(m) of the Internal Revenue Code, and each member qualifies as a "non-employee director" under Rule 16b-3 of the Exchange Act.
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Director Independence
(85.7% Independent)
chart-2b77ec90bc244aa686c1.jpg
Corporate Governance Guidelines
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, 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.
Code of Business Conduct and Ethics and Code of Ethics
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.
Communication with the Board of Directors
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.
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Information Regarding Meetings of the Board and Committees
During 2020, the Board of Directors held eight meetings. Each of our current directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served during 2020.
The Board has established four standing committees. The following table provides membership and meeting information for each of the committees during 2020.
NameAudit
Committee
Compensation
Committee
Nominating and
Corporate Governance
Committee
Risk Oversight
Committee
Timothy Chou, Ph.D.ll
George H. Ellisl
Thomas R. Ertell
Michael P. Gianoni
Andrew M. Leitchllll
Sarah E. Nashll
Joyce M. Nelsonll
2020 Meetings15546
l - Committee Chair
- Audit Committee Financial Expert
(1)Mr. Chou joined the Risk Oversight Committee in June 2020.

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 2020 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.
AUDIT COMMITTEE
Committee MembersPrimary Responsibilities
(all independent)Pursuant to its charter, the Committee assists the Board in its oversight of:
lthe integrity of our financial statements;
George H. Ellis (Chair)†
Thomas R. Ertel†
Andrew M. Leitch†
lthe performance of our internal audit function;
lthe qualifications, independence and performance of our independent registered public accounting firm, for whose appointment the Committee bears primary responsibility;
lthe review of our annual audited financial statements and quarterly financial statements;
2020 Meetings: 15
lthe review of our capital management;
† Audit Committee
    Financial Expert
lthe review of our public disclosures related to earnings, guidance and other matters as appropriate; and
lthe review of our compliance with certain financial, regulatory and legal requirements.
Additionally, the Audit Committee regularly coordinates with the Risk Oversight Committee to review and evaluate any matter arising out of the 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 66 of this Proxy Statement.
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COMPENSATION COMMITTEE
Committee MembersPrimary Responsibilities
(all independent)Pursuant to its charter, the Committee:
lreviews and approves all compensation decisions relating to our executive officers, including approving the compensation decisions for the CEO;
Sarah E. Nash (Chair)
Andrew M. Leitch
Joyce M. Nelson
lannually reviews and approves the compensation of our non-employee members of the Board of Directors;
lperiodically reviews and makes recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans;
2020 Meetings: 5
lperiodically 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;
ladministers and amends the Company's various incentive compensation and other similar plans; and
lreviews 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.
Compensation Decisions
In evaluating incentive and other compensation and equity-based plans, the Compensation Committee carefully considers the recommendations of its independent compensation consultant and 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. 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 29 of this Proxy Statement.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Committee MembersPrimary Responsibilities
(all independent)Pursuant to its charter, the Committee has responsibility for:
lidentifying individuals qualified to become Board members;
Andrew M. Leitch (Chair)
Timothy Chou, Ph.D.
Sarah E. Nash
Joyce M. Nelson
lrecommending to the Board director nominees for the next Annual Meeting of Stockholders;
lreviewing the qualifications and independence of the members of the Board and its various committees;
lrecommending 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;
2020 Meetings: 4
lleading the Board and its committees in their annual self-evaluation process; and
lreviewing our Company’s governance scores and ratings from third parties.
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 the selection of new directors to serve on the Board. In addition, the Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the Board. The Committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including strength of character, mature judgment, career specialization, relevant technical skills, diversity of race, ethnicity, gender, age, cultural background and professional experience, and independence. With the assistance of an independent search firm, the Committee regularly identifies individuals who have
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expertise that would complement and enhance the current board’s skills and experience, and is committed to adding any such individuals to the Board when and if the opportunity arises. While it does not have a specific written policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider diversity to be an additional desirable characteristic in potential nominees because the Board believes that a variety of points of view contributes to a more effective decision-making process. This commitment to diversity is part of our Corporate Governance Guidelines, which are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.
Director Tenure
The Nominating and Corporate Governance Committee generally practices a long-term approach to board 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. The average tenure of Blackbaud directors is 10.9 years.








Board Diversity
The current composition of our Board reflects the importance of diversity to the Board as approximately 43% of our directors are women or minority individuals.









Director Tenure
(as of April 12, 2021)
chart-f0069bdd6bdf42479a51.jpg


Board Diversity
chart-ed2c157e48df40f69f51.jpg
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
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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.
RISK OVERSIGHT COMMITTEE
Committee MembersPrimary Responsibilities
(all independent)Pursuant to its charter, the Committee assists the Board in its oversight of:
lthe Company's risk management, compliance and control activities as they relate to information technology security;
Andrew M. Leitch (Chair)
Timothy Chou, Ph.D.
lthe 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;
2020 Meetings: 6
lthe Company's systems of operational controls regarding certain legal and regulatory compliance; and
lthe compliance with certain legal and regulatory requirements applicable to the Company.
Additionally, the 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 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 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.
DIRECTOR COMPENSATION
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.
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For 2020, the annual compensation for our non-employee directors consisted of the following components:
ComponentAmount and Description
Annual Cash Retainer(1)
$60,000
Annual Equity Awards
Approximately $235,000 in RSAs that vest in full on the first anniversary of the date of grant or, if earlier, immediately prior to the following annual election of directors of our Company, provided that the director is still serving as a member of the Board of Directors at that time. Recipients of RSAs have the right to vote such shares
Board Chair Fee(1)
$100,000
Committee Chair Fees(1)
$30,000 for the Audit Committee
$25,000 for the Compensation Committee
$15,000 for the Nominating and Corporate Governance Committee
$20,000 for the Risk Oversight Committee
Committee Member Fees(1)
$15,000 for the Audit Committee
$10,000 for the Compensation Committee
$10,000 for the Nominating and Corporate Governance Committee
$10,000 for the Risk Oversight Committee
Meeting Fees
None
(1)The annual cash retainer and other fees are paid on a quarterly basis.
2020 Director Compensation Table
The following table sets forth the total compensation paid to each of our non-employee directors in 2020. 
NameFees Earned or Paid in Cash
($)
Stock
Awards(1)(4)
($)
All Other
Compensation(2)
($)
Total
($)
Timothy Chou, Ph.D.$72,500 $263,575 $341 $336,416 
George H. Ellis90,000 263,575 341 353,916 
Thomas R. Ertel75,000 263,575 341 338,916 
Peter J. Kight(3)
23,750 — — 23,750 
Andrew M. Leitch212,500 263,575 341 476,416 
Sarah E. Nash92,000 263,575 341 355,916 
Joyce M. Nelson80,000 263,575 341 343,916 
(1)On August 3, 2020, we granted each of our non-employee directors then serving 4,119 RSAs with a grant date fair value of $263,575, 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 2020.
(2)The amounts reported consist of dividends paid in 2020 on shares of our common stock subject to unvested RSAs granted as equity compensation. As previously disclosed, our Board rescinded its previously announced policy to pay an annual dividend at a rate of $0.48 per share of common stock and discontinued the declaration and payment of all cash dividends beginning with the second quarter of 2020.
(3)Mr. Kight resigned from the Board of Directors effective February 14, 2020.
(4)The following table shows the aggregate number of RSAs and shares received upon the exercise of options held by our non-employee directors as of December 31, 2020:
NameNumber of RSAs and Shares Held
Dr. Chou25,225 
Mr. Ellis11,115 
Mr. Ertel10,346 
Mr. Leitch27,969 
Ms. Nash25,955 
Ms. Nelson20,012 
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Director Stock Ownership Guidelines
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, 2020, 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, 2020:
NameStock Ownership Requirement
Number of Shares or RSAs Owned(1)
Value of Shares or RSAs Owned(2)
Ownership as a Multiple of Requirement(2)
Dr. Chou$200,000 25,225 $1,451,951 7x
Mr. Ellis200,000 11,115 639,779 3x
Mr. Ertel100,000 10,346 595,516 6x
Mr. Leitch200,000 27,969 1,609,896 8x
Ms. Nash200,000 25,955 1,493,970 7x
Ms. Nelson200,000 20,012 1,151,891 6x
(1)Includes vested and unvested shares of our common stock subject to RSAs beneficially owned.
(2)Based on $57.56 per share, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2020, the last trading day of that fiscal year.
Continuing Director Education
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 “2020 Director Compensation Table” above.
TRANSACTIONS WITH RELATED PERSONS
The written charter of our Audit Committee authorizes, and the Nasdaq Marketplace Rules require, our Audit Committee to review and approve related person transactions. In reviewing related person transactions, our Audit Committee applies the basic standard that transactions with related persons should be made on terms no less favorable to us than could have been obtained from unaffiliated parties. Therefore, the Audit Committee reviews the benefits of the transactions, terms of the transactions and the terms available from unrelated third parties, as applicable. All transactions other than compensatory arrangements and certain other specified categories of transactions between us and our executive officers, directors, principal stockholders and their affiliates must be approved by our Audit Committee or a majority of the disinterested directors, and must continue to be on terms no less favorable to us than could be obtained from unaffiliated third parties. Since January 1, 2020, we had no transactions in which we were a participant where the amount involved exceeded $120,000 and one or more of our executive officers, directors, principal stockholders or their affiliates had a direct or indirect material interest.
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2021 Proxy Statement

ENVIRONMENTAL AND SOCIAL RESPONSIBILITY
We drive social good through our commitment to being a responsible corporate citizen across the communities where our employees live and work, and through our involvement as a participant in the UN Global Compact. Through our giving and volunteerism, we support causes that are meaningful to our employees and to the Company. Through our new employee-led ESG Steering Committee and enhanced annual Social Responsibility Report, we focus on how to continually evolve our own practices and transparent reporting. Through the Blackbaud Institute, we elevate the social good sector, as a whole, by bringing together innovative experts in philanthropy to conduct research and uncover insight from the most comprehensive data set in the social good community, helping us drive impact. In 2020, we provided free access to our entire curriculum of recorded eLearning resources through Blackbaud University. The Blackbaud Community helps customers connect with one another and share best practices.
Our growth and market leadership support an environment where people can learn and develop. We subscribe to a total rewards philosophy built on principles of equity and pay-for-performance. We embrace a culture of mutual respect and inclusion where diverse people with different experiences, perspectives and backgrounds serve the entire social good community. Our investment in an executive role focused specifically on Diversity and Inclusion is adding to this important work.
We work diligently to ensure that our LEED Gold certified Global Headquarters Facility is sustainable. These efforts include occupancy sensors, solar panels, electric vehicle charging stations, and locally sourced food in the cafeteria. The building is also home to the Blackbaud Innovation Center, a high-tech meeting place designed to help the world’s change agents come together to cultivate ideas and transform them into positive impact. We have adopted a workforce strategy that has reduced our facility footprint and allows for more flexible work options for our people.
92%
According to our 2020 Blackbaud Social Responsibility Report, 92% of Blackbaud employees have volunteered in the past year. This is up from 89% as reported in our 2019 report.
It is important to us to be a caring employer, govern our business ethically, positively impact our communities and build a better world by reducing our impact on the environment. To learn more about our social responsibility efforts, please view our 2020 Blackbaud Social Responsibility Report at https://blackbaud.com/socialresponsibility. The information contained, or available through, our website is not incorporated by reference in this Proxy Statement.
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STOCK OWNERSHIP
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY
Five Percent Beneficial Owners of Company Stock
Set forth in the table below is information about the number of shares held by holders we know to be the beneficial owners of more than 5% of our issued and outstanding common stock as of April 12, 2021. As of April 12, 2021, there were 48,836,232 shares of our common stock outstanding.
Name and AddressTotal Shares
Beneficially
Owned
Percentage
Beneficially
Owned(1)
BlackRock, Inc.(2)
5,712,992 11.70 %
55 East 52nd Street
New York, New York 10055
Eaton Vance Management(3)
4,931,913 10.10 %
2 International Place
Boston, Massachusetts 02110
Clearlake Capital Group, L.P.(4)
4,708,463 9.64 %
233 Wilshire Boulevard, Suite 800
Santa Monica, California 90401
The Vanguard Group, Inc.(5)
4,707,288 9.64 %
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Janus Henderson Group PLC(6)
3,075,646 6.30 %
201 Bishopsgate
London, EC2M 3AE, United Kingdom
Brown Capital Management, LLC(7)
2,821,581 5.78 %
1201 North Calvert Street
Baltimore, Maryland 21202
Wellington Management Group LLP(8)
2,556,287 5.23 %
280 Congress Street
Boston, Massachusetts 02210
(1)The ownership percentages set forth in this column are based on the assumption that each of the stockholders continued to own the number of shares reflected in the table above on April 12, 2021.
(2)Based solely on information contained in Schedule 13G/A filed with the SEC on January 27, 2021, by BlackRock, Inc. As of December 31, 2020, BlackRock reported that it had sole voting power over 5,643,353 shares and sole dispositive power over 5,712,992 shares.
(3)Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2021, by Eaton Vance Management. As of December 31, 2020, Eaton reported that it had sole voting and dispositive power over 4,931,913 shares.
(4)Based solely on information contained in Schedule 13G filed with the SEC on February 8, 2021, by Clearlake Capital Group, L.P. ("Clearlake Capital"), José Enrique Feliciano and Behdad Eghbali. As of December 31, 2020. Clearlake Capital, Mr. Feliciano and Mr. Eghbali reported that each has shared voting and dispositive power over 4,708,463 shares. The shares are held for the account of Clearlake Capital Partners VI Finance, L.P. (“Clearlake Partners”). Clearlake Capital serves as the investment adviser and general partner to Clearlake Partners. Mr. Feliciano and Mr. Eghbali are Managing Partners of Clearlake Capital.
(5)Based solely on information contained in Schedule 13G/A filed with the SEC on February 10, 2021, by The Vanguard Group, Inc. As of December 31, 2020, Vanguard reported that it had shared voting power over 113,736 shares, sole dispositive power over 4,554,134 shares and shared dispositive power over 153,154 shares.
(6)Based solely on information contained in Schedule 13G/A filed with the SEC on February 11, 2021, by Janus Henderson Group PLC and Janus Henderson Triton Fund. As of December 31, 2020, Janus Henderson Group PLC reported that it had shared voting and dispositive power over 3,075,646 shares due to its ownership of Intech Investment Management LLC, Janus Capital Management LLC, Perkins Investment Management LLC, Henderson Global Investors Limited and Janus Henderson Investors Australia Institutional Funds Management Limited. As of December 31, 2020, Janus Henderson Triton Fund reported that it had shared voting and dispositive power over 2,077,614 shares. Janus Henderson Triton Fund filed the Schedule 13G/A to report the fact that it has ceased to be the beneficial owners of more than five percent of the class of securities.
(7)Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2021, by Brown Capital Management, LLC. As of December 31, 2020, Brown reported that it had sole voting power over 1,547,130 shares and sole dispositive power over 2,821,581 shares.
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(8)Based solely on information contained in Schedule 13G/A filed with the SEC on February 3, 2021, by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. As of December 31, 2020, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP reported that each had shared voting power over 2,238,674 shares and shared dispositive power over 2,556,287 shares. As of December 31, 2020, Wellington Management Company LLP reported that it had shared voting power over 2,229,906 shares and shared dispositive power over 2,489,649 shares.
Executive Officers and Directors
The following table sets forth information regarding beneficial ownership of our common stock by each individual named in the 2020 Summary Compensation Table on page 47, each director, and our current executive officers and directors as a group, all as of April 12, 2021. Unless otherwise noted, voting power and investment power in common stock are exercisable solely by the named person. The address for each executive officer and director is c/o Blackbaud, Inc., 65 Fairchild Street, Charleston, South Carolina 29492.
NameShares
Owned
Total
Shares
Beneficially
Owned
Percentage
Beneficially
Owned
Anthony W. Boor134,433 134,433 *
Timothy Chou, Ph.D.25,225 25,225 *
George H. Ellis9,680 9,680 *
Thomas R. Ertel10,346 10,346 *
Michael P. Gianoni288,832 288,832 *
Kevin P. Gregoire86,152 86,152 *
Andrew M. Leitch27,969 27,969 *
Kevin W. Mooney96,267 96,267 *
Sarah E. Nash24,579 24,579 *
Joyce M. Nelson18,012 18,012 *
Jon W. Olson64,216 64,216 *
All current executive officers and directors as a group (12 persons)(1)
860,991 860,991 1.76 %
*Less than one percent.
(1)Includes the common stock beneficially owned by the 11 individuals listed in the table and Kevin R. McDearis, who became an executive officer on January 1, 2021.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors and any person or entity who owns more than 10% of a registered class of our common stock to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) reports on behalf of our executive officers and directors based on the information provided by them. Based solely on a review of this information and written representations from these persons that no other reports were required, we believe that, during fiscal year 2020, all our executive officers, directors and, to our knowledge, 10% stockholders complied with all applicable Section 16(a) filing requirements, with the exception of Messrs. Boor, Gianoni, Gregoire, Mooney and Olson, who filed Forms 4 on February 12, 2021 reporting the acquisition of 279, 433, 256, 270 and 199 restricted stock units, respectively, on May 1, 2020.
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EXECUTIVE COMPENSATION
PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In deciding how to vote on Proposal 2, the Board urges you to specifically consider our executive compensation philosophy, policies and practices, all of which are fully described under “Compensation Discussion and Analysis” beginning on page 29 of this Proxy Statement.
Background
The Board recognizes the interest our stockholders have expressed in how we compensate our NEOs. At the 2017 Meeting of Stockholders, in accordance with the Board’s recommendation, our stockholders endorsed holding an annual, non-binding stockholder advisory (“Say-on-Pay”) vote on the compensation of our NEOs. As part of its commitment to our stockholders, the Board is submitting a Say-on-Pay proposal for stockholder consideration again this year. Each Say-on-Pay vote is being provided as required pursuant to Section 14A of the Securities Exchange Act. The Say-on-Pay vote is not intended to address any specific item of compensation, but rather our overall compensation philosophy, policies and practices as they relate to the NEOs. While your vote is advisory and will not be binding on the Board, the Compensation Committee, or us, we strive to align our executive compensation program with the interests of our long-term stockholders. As they do every year, the Board and the Compensation Committee will take into account the outcome of this year’s Say-on-Pay vote when considering future compensation actions and decisions.
Say-on-Pay Proposal
The Board believes that our executive compensation is a competitive advantage in attracting and retaining the high caliber of executive talent necessary to drive our business forward and build sustainable value for our stockholders. Accordingly, we are asking our stockholders to vote FOR the following resolution:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosures).”
Effect of Say-on-Pay Vote
As indicated above, the vote on Proposal 2 is advisory and will not be binding on the Board, the Compensation Committee, or us. However, because the Board values your opinions as expressed through votes and other communications with us, it and the Compensation Committee will carefully review the 2021 Say-on-Pay voting results in an effort to better understand any issues or concerns you may have with our executive compensation program. Stockholders who want to communicate with the Board on executive compensation or other matters should refer to “Communication with the Board of Directors” on page 18 of this Proxy Statement for additional information.
ü
The Board of Directors unanimously recommends that stockholders vote, on an advisory basis, FOR the 2020 compensation of our named executive officers.
The voting requirements for this Proposal 2 are described under "Additional Information" on page 68 of this Proxy Statement.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program, as well as the philosophy underlying this program and our related policies and practices. It focuses on the compensation of our NEOs for 2020, who were:
NameTitle
Michael P. GianoniPresident and Chief Executive Officer ("CEO")
Anthony W. BoorExecutive Vice President and Chief Financial Officer
Kevin P. GregoireExecutive Vice President and President, U.S. Markets
Kevin W. MooneyExecutive Vice President, Corporate Strategy and Business Development
Jon W. OlsonSenior Vice President and General Counsel
Executive Summary
Our executive compensation program is designed to reward our executive management for effectively building stockholder value.
2020 Business Highlights
We believe that through the strength of our business model and executive leadership team, we delivered on our strategic priorities in 2020. In particular, we:
Reprioritized and expedited product enhancements to support our customers' needs, especially in light of COVID-19 and the market's continued shift to virtual, digital-first operating models;
Released fitness tracking integration in Blackbaud’s peer-to-peer fundraising portfolio, a new virtual prayer wall enabling congregants at houses of worship to share and respond to prayer requests online and text messaging capabilities for scholarship directors and higher education institutions to ensure no funds were going unutilized;
Expanded the global capabilities of YourCause CSRConnect making it easier for companies to bring employees across geographies together in support of causes around the world;
Invested in sales and marketing to better address our market opportunity by implementing software tools to enhance our digital footprint and drive lead generation across the Company;
Re-evaluated elements of our go-to-market strategy with a digital-first mindset and we have a significant opportunity to leverage the investments into digital to reduce our customer acquisition cost and increase our sales velocity, ultimately, driving a more scalable and cost-effective go-to-market model;
Discontinued the payment of quarterly dividends and repurchased shares through our share repurchase program;
Implemented a number of operating cost containment actions and pivoted to place a greater emphasis on profit in alignment with the balanced approach management takes to operating the business;
Continued our focus and investments to further improve our robust cybersecurity practice;
Re-evaluated our workforce strategy and enhanced our health and welfare benefits in response to COVID-19, and when employees return to the office, we expect to have more employees working remotely either part-time or full time; and
Revisited our real estate strategy with a focus on optimizing our footprint for the future of work at Blackbaud, including the purchase of our LEED Gold certified Global Headquarters Facility and exit of certain office leases globally, with the goal of optimizing our office utilization, improving our geographic sales coverage and enhancing our employees' daily experience to improve productivity and effectiveness.
These accomplishments contributed to a year of solid financial performance for us even with the challenges raised by the COVID-19 pandemic. In comparison to fiscal year 2019, we:
Increased total revenue by 1.4%;
Grew recurring revenue to 93.2% of total revenue;
Increased GAAP income from operations by 37.2%;
Increased non-GAAP income from operations* by 28.5%; and
Increased our non-GAAP organic recurring revenue* by 2.1%.
* See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.
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EXECUTIVE COMPENSATION
Other 2020 Highlights
We were recognized on several lists, including Forbes' Best Employers for Women, Fast Company's Best Workplaces for Innovators, and Built In's 100 Best Places to Work in Austin. Additionally, our president and CEO was named a Top 50 SaaS CEO by The Software Report and one of the 2020 50 Most Influential People by Charleston Business Magazine;
We appointed Margaret "Maggie" Driscoll as our Chief People Officer, leading all human resources functions for the Company.
We appointed Michael Boulware Moore as our VP of Diversity and Inclusion, our first leader completely dedicated to diversity and inclusion for the Company;
World War II veteran and centenarian Captain Tom Moore raised more than £32 million ($39 million) for front-line workers in the U.K. through our JustGiving platform, marking the then-largest individual-led online crowdfundraising campaign in history—and Blackbaud donated £100,000 to NHS Charities Together in celebration of Captain Moore completing his 100-lap challenge;
We hosted record attendance at our first-ever virtual, global bbcon, where we welcomed over 38,000 individuals from over 70 countries, the equivalent to well over a decade of historic attendance levels; and
We invested in our employees, customers and communities with initiatives like the Blackbaud After School Program that provided virtual support for our working caregivers and their families; our GivingTuesday campaign that championed the stories of customers who were able to rethink change and turn it into opportunity in 2020; and our 21st annual global toy drive that benefited 10 organizations around the world with more than 6,000 toys donated by our employees.
Stockholder Engagement and Consideration of Last Year's Say-on-Pay Vote
Throughout each year, we actively participate in a structured and regular engagement program with our stockholders. In addition to current topics of relevance including our business results and initiatives, strategy and capital structure, we invite stockholders to discuss matters related to Board composition and tenure, executive compensation, environmental and social responsibility and corporate governance, among other topics. Our goal is to be responsive to all of our stockholders and ensure we understand and address their concerns and observations. Stockholder feedback, including through direct discussions and prior stockholder votes, is reported to our Board periodically through the year.
67%
At the June 10, 2020 Annual Meeting of Stockholders, approximately 67% of the shares present and entitled to vote on the matter voted to approve, on an advisory basis, the compensation of our NEOs.
As these results were below the 82% of the votes cast in favor in 2019, the Compensation Committee reviewed the key contributors to the lower Say-on-Pay votes in June 2019 and June 2020. In preparation for our 2021 executive compensation decisions, we actively engaged with our stockholders to discuss their views and any potential areas of concern with our business, including executive compensation. Stockholders representing approximately 68% of our shares outstanding at the end of 2020 responded to our outreach and stockholders representing approximately 46% of our shares outstanding accepted our invitation to speak directly. Stockholders representing approximately 22% of our shares outstanding declined our invitation to meet citing no concerns.
The meetings were generally telephonic and included some combination of our CEO, CFO and Investor Relations team. Our CEO was not involved in any compensation-related matters specifically pertaining to his own compensation. Our Compensation Committee received reports on the meetings from our CEO and CFO and carefully considered the stockholder feedback.
In addition to the stockholder feedback received, the Compensation Committee also considered the input and recommendations of its independent compensation consultant on the structure of our executive compensation program (see page 34 for additional details).
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The following table describes the primary areas of feedback articulated by our stockholders regarding our executive compensation program following our June 2020 annual meeting and the actions the Compensation Committee has taken to respond:
What Stockholders Told UsActions Blackbaud Has Taken
STI and LTI opportunities should utilize different performance metrics to prevent duplicative payouts
For our 2021 executive compensation program, the LTI PRSUs, which account for 50% of our NEOs target LTI value, were redesigned to be based on a combination of the following performance metrics (with the percentage of total LTI PRSU grant value noted):
Rule of 40(1) (50%)
Non-GAAP Adjusted Total Revenue (25%)
Gross Dollar Retention(2) (25%)

Rule of 40 was chosen because it is aligned with our long-term aspirational goals, announced in December 2020
Non-GAAP Adjusted Total Revenue was chosen because it focuses management on our top-line growth
Gross Dollar Retention was chosen as it is aligned with our stated strategy of delighting our customers with innovative cloud solutions
The Compensation Committee believes all three of the performance metrics for the LTI PRSUs will promote our long-term ability to increase profitability, cash flow and deliver stockholder value
The 2021 STI PRSU performance metrics were not changed and will continue to be based on a combination of Non-GAAP Adjusted Recurring Revenue (50%) and Adjusted Non-GAAP Income from Operations (50%)
LTI PRSUs should be measured over multi-year periods, not a one-year period
For our 2021 executive compensation program, performance will be measured as follows for the LTI PRSUs:
Rule of 40 - performance measured during each of the three years of vesting (2021, 2022 and 2023)
Non-GAAP Adjusted Total Revenue - based on one-year performance (2021)
Gross Dollar Retention - based on one-year performance (2021)

The changes will result in 50% of our 2021 LTI PRSUs being measured over multi-year periods
Focus on metrics and underlying drivers of total shareholder return within the company's control
In addition to the changes made to our 2021 executive compensation program, several other actions were taken beginning in 2020 with a focus on driving shareholder value in 2020 and going forward:
Early cost actions in response to the COVID-19 pandemic and our pivot to place greater focus on profitability and earnings per share growth
Provided additional public disclosures related to primary revenue drivers, how each was impacted by the pandemic, and our expectations for each going forward
In December 2020, announced near-term, mid-term and long-term financial goal framework targeting "Rule of 40" and accelerated organic revenue growth
Increased the authorization of our share repurchase program, and repurchased approximately $69 million through February 19, 2021
In March 2021, our Executive Leadership Team held an investor session to discuss our strategic outlook and host a Q&A session
(1)Rule of 40 is defined as non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See "Management's discussion and analysis of financial condition and results of operations" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021 for additional details.
(2)Gross Dollar Retention is defined as contracted annual recurring revenue ("CARR") divided by beginning CARR with a measurement period of 12 months.
We will continue to engage our stockholders this year and in future years and consider their input in all facets of our business, including executive compensation.
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EXECUTIVE COMPENSATION
The following table describes all of the changes that the Compensation Committee has approved for our 2021 executive compensation program:
Component2020 Executive Compensation Program2021 Executive Compensation Program
Base Salary
In response to COVID-19 and to provide us the financial flexibility needed to manage the wide array of outcomes that might result from the pandemic, the Compensation Committee granted RSUs in lieu of base salary merit increases
Opportunities for annual cash base salary merit increases are expected to return effective July 1, 2021
STI Compensation
PRSUs based on one-year performance of the following performance metrics (with equal weighting):
Non-GAAP Adjusted Recurring Revenue
Non-GAAP Adjusted Income from Operations
No changes were made to the STI design (PRSUs based on one-year performance with the same performance metrics and weighting as 2020)
LTI Compensation - Equity Award Mix
Equity awards consisting of 50% time-based RSAs or RSUs and 50% PRSUs
No changes were made to the LTI equity award mix
LTI Compensation - Performance Metrics
LTI performance metrics were the same as the STI performance metrics (with equal weighting):
Non-GAAP Adjusted Recurring Revenue
Non-GAAP Adjusted Income from Operations
Changed the LTI performance metrics which will now be a combination of the following performance metrics (with the percentage of total LTI PRSU grant value noted):
Rule of 40 (50%)
Non-GAAP Adjusted Total Revenue (25%)
Gross Dollar Retention (25%)
See the previous table for a discussion of why these performance metrics were chosen
LTI Compensation - PRSU Performance Periods
One-year performance period - if the year-1 performance metrics were met, the PRSUs would effectively convert to time-based awards that vest based on the NEOs continued employment through the annual vesting dates
Changed the LTI PRSUs so that performance for 50% of those awards will being measured over multi-year periods
The performance period for 50% of the LTI PRSUs will continue to be one year
The Compensation Committee believes these changes create an appropriate mix of short- and long-term incentives that will attract, incentivize and retain our executives
LTI Compensation - Vesting Periods
Vesting period for the time-based RSAs or RSUs of 4 years (1/4 per year)
Vesting period for PRSUs of 3 years (1/3 per year)
Changed the vesting period for LTI time-based RSAs or RSUs from 4 years (1/4 per year) to 3 years (1/3 per year) to better reflect what the Compensation Committee believes are market vesting terms
The vesting period for the LTI PRSUs will continue to be 3 years
LTI Compensation - Retirement Benefit Requirements
Minimum employee age of 60;
Employees must complete a minimum of 10 years of continuous service with us at the time of grant; and
Provide six months' notice of their retirement date and successfully complete a transition plan approved by our CEO.
The employee's age plus years of continuous service with us must be at least 62; and
The employee must complete a minimum of 5 years of continuous services with us at the time of grant regardless of age
The Compensation Committee believes the updated retirement benefit requirements will promote the retention of our experienced employees and will be a differentiating factor in our ability to attract new talent
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Overview of Compensation Philosophy and Executive Compensation Program
We are committed to a philosophy of pay-for-performance as it relates to executive compensation. Our executive compensation program is designed to achieve three primary objectives:
1.
Market Competitiveness. Provide market competitive compensation opportunities to attract and retain executive officers and motivate them to perform at their highest level.
2.
Stockholder Value Creation. Structure compensation through base salary and a combination of performance-based and time-based equity awards, which should ultimately promote increased value for our stockholders.
3.
Pay-for-Performance. Ensure actual compensation realized by our executive officers is linked to the attainment and furtherance of our short-term and long-term business strategies thereby enhancing operational performance and stockholder return.
The following table describes the components of our executive compensation program and how they support these objectives:
ComponentDescriptionCompensation 
Objective(s) 
Supported
Base SalaryProvide competitive fixed compensation payable in cash based on individual experience and contributions, corporate performance, historical compensation practices for our executive officers and an analysis of competitive market practices.
1 and 2
STI CompensationProvide variable short-term incentives consisting of PRSUs based on performance against pre-established short-term performance objectives.
12 and 3
LTI CompensationProvide variable long-term incentives aligned with stockholder interests consisting of a combination of 1) RSAs or RSUs; and 2) at least 50% PRSUs. Recipients of RSAs have the right to vote such shares.
12 and 3
“Double-Trigger”
Change in Control Severance Arrangements
Provide change in control payments and benefits to our executive officers only upon a qualifying termination of employment within 12 months of a change in control of our Company.
1 and 2
Other BenefitsGenerally provide the same health and welfare benefits as offered to all of our employees.1
2020 Executive Compensation Actions
For 2020, the Compensation Committee continued to use our executive compensation program to focus on creating incentives for our executive officers to achieve our financial and operational objectives and foster sustainable stockholder value creation.
The key compensation decisions of the Compensation Committee for 2020 for our NEOs were as follows:
Base Salaries
In response to COVID-19, maintained the base salaries of our NEOs at their 2019 levels and in May 2020, granted RSUs in lieu of base salary merit increases of 3%, which will vest on May 1, 2021 subject to their continued employment with us.
STI Compensation
During the first quarter of 2020, approved an STI plan that would have paid our NEOs annual cash bonuses based on one-year corporate performance.
In response to COVID-19, granted PRSUs in May 2020 to our NEOs as a replacement for their 2020 annual cash bonus opportunities (the "2020 STI PRSUs"). The performance metrics, thresholds and targets for the 2020 STI PRSUs were the same as those approved by the Compensation Committee during the first quarter of 2020.
Based on overall Company performance in 2020, determined that 119% of the shares of our common stock subject to the 2020 STI PRSUs will vest in May 2021 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2020 STI PRSU Awards to NEOs beginning on page 38 for more information.
LTI Compensation
Granted annual equity awards in February 2020 consisting of 50% RSAs and 50% PRSUs to our NEOs that met competitive market practices, supported our retention objectives and rewarded overall company performance (the "2020 LTI PRSUs")
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EXECUTIVE COMPENSATION
Based on overall Company performance in 2020, determined that 119% of the shares of our common stock subject to the 2020 LTI PRSUs will vest in three equal annual installments starting in February 2021 subject to each NEO's continued employment as of each vesting date. See the discussion of the 2020 LTI PRSU Awards to NEOs beginning on page 40 for more information.
LTI Re-design for 2021
As discussed above, in response to the lower Say-on-Pay votes in 2019 and 2020 and in preparation for our 2021 executive compensation decisions, we actively engaged with our stockholders to discuss their views and any potential areas of concern with our business, including executive compensation. We identified primary areas of stockholder feedback regarding our executive compensation program and the Compensation Committee took actions to respond. Additionally, the Committee made other changes to the 2021 LTI equity awards that it believed were appropriate to attract, incentivize and retain our executive officers.
Approved changes to the retirement benefit requirements under our LTI plan that will be effective beginning with equity awards granted in 2021 to promote the retention of our experienced employees and serve as a differentiating factor in our ability to attract new talent. See the discussion of the retirement benefit beginning on page 42 for more information.

2020 Corporate Governance Policies and Practices
During 2020, we maintained robust compensation-related corporate governance policies and practices including:
The Compensation Committee is composed solely of independent directors;
The Compensation Committee retains its own independent compensation consultant that performs no other consulting or other services for us;
The Compensation Committee conducts an annual review of our executive compensation program, including a review of our compensation-related risk profile, to ensure that any compensation-related risks are not reasonably likely to have a material adverse effect on our Company;
Our arrangements for paying post-employment compensation provide for “double-trigger” change in control payments and benefits;
We do not provide material non-cash benefits (such as guaranteed retirement or pension plan benefits) or perquisites for our executive officers that are not available to our employees generally;
Our current equity compensation plan, the 2016 Equity and Incentive Compensation Plan, does not permit stock option exchanges or repricing without stockholder approval;
Our officers, directors and all employees of, and consultants to, the Company and its subsidiaries who receive or have access to material, nonpublic information regarding the Company are not permitted to hedge their economic exposure to our common stock, including without limitation by way of prepaid variable forward contracts, equity swaps, collars, exchange funds or other types of instruments, and our directors and Section 16(a) reporting officers may not pledge their ownership interests in our common stock to secure a loan; and
We emphasized performance-based compensation by continuing the practice of granting PRSUs to our NEOs that are earned through the attainment of pre-established performance objectives, and, when earned, are subject to additional time-based vesting requirements.
Executive Compensation-Setting Process
The Compensation Committee works closely with its independent compensation consultant and senior management to address executive compensation matters throughout the year. The Compensation Committee met five times in 2020. During these meetings, the Compensation Committee reviewed our executive compensation program, formulated its compensation actions for the year and made decisions regarding the compensation for our CEO and the other NEOs. The Compensation Committee may create a subcommittee consisting of one or more of its members and may delegate any of its duties and responsibilities to such subcommittee, unless otherwise prohibited by applicable laws or listing standards. In addition, the Compensation Committee may delegate any of its duties and responsibilities, including the administration of equity incentive or employee benefit plans, to the Compensation Committee Chair, unless otherwise prohibited by applicable laws or listing standards.


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EXECUTIVE COMPENSATION
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The Compensation Committee does not seek to deliver a specified percentage of pay to our executive officers through each component of the executive compensation program; rather, it adheres to the overall principle of delivering the majority of executive compensation in variable, performance-based forms. For base salary, STI compensation and LTI compensation, generally our strategy has been to evaluate individual experience and contribution, corporate performance, historical compensation practices for our executive officers and competitive market analyses. With respect to base salary and STI compensation, we generally target pay to be competitive to the market. At times, the Compensation Committee has approved compensation levels for individual executive officers above and below target pay positions, based on experience, individual contribution and the Company's performance relative to the compensation peer group, to ensure an appropriate pay-for-performance alignment.
Role of the Compensation Committee
The Compensation Committee has overall responsibility for our executive compensation program and approves our executive compensation decisions. Its principal duties and responsibilities include:
Establishing our compensation philosophy, policies and practices for our executive officers, including the compensation objectives and target pay levels, and approving the compensation peer group used for assessing the competitiveness of our executive compensation;
Establishing and approving corporate goals and objectives relevant to the compensation of our CEO and, in light of those goals and objectives, evaluating and determining his compensation level;
Reviewing and overseeing the corporate goals and objectives relevant to the compensation of our other executive officers, including the other NEOs, taking into account the practices of the compensation peer group and other appropriate factors, such as corporate and individual performance and historical compensation practices for such executive officers and the recommendations of our CEO;
Establishing appropriate compensation, retention, incentive, severance and benefit policies and programs for our executive officers;
Reviewing and recommending, with input from the Board of Directors, incentive compensation plans for our executive officers and employees;
Administering and amending as necessary the Company's various incentive compensation and other similar plans; and
Conducting periodic competitive evaluations of our executive compensation program.
Our Compensation Committee operates pursuant to a written charter that further outlines its specific authority, duties and responsibilities. The charter is periodically reviewed and revised by the Compensation Committee and the Board and is available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.
Role of our CEO
Our CEO evaluates and makes recommendations regarding the compensation of our executive officers, including the other NEOs. At the end of each fiscal year, our CEO reviews with the Compensation Committee the performance of each executive officer and makes recommendations with respect to his or her base salary, target annual STI opportunity and LTI equity awards for the ensuing year. In formulating his recommendations, our CEO considers both internal and external compensation data from our Human Resources Department and the Compensation Committee's independent compensation consultant. While the Compensation Committee considers the recommendations of our CEO, these recommendations are just one factor considered in its deliberations when making executive compensation decisions. The Compensation Committee consults with the full Board of Directors (excluding our CEO) in making decisions regarding our CEO's compensation.
Role of Compensation Consultant
Pursuant to its written charter, the Compensation Committee has the authority to engage the services of outside advisors, experts and others to assist it in the performance of its duties and responsibilities. In 2020, the Compensation Committee engaged Compensia, Inc. ("Compensia"), a national compensation consulting firm, to provide support and information relating to executive and director compensation. Compensia reports to the Compensation Committee and does not provide any additional services to management. From time to time, the Compensation Committee may direct its advisors to work with our Human Resources Department to support it in matters relating to the fulfillment of its charter.
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EXECUTIVE COMPENSATION
During 2020, at the request and on behalf of our Compensation Committee, Compensia:
Assessed our executive compensation program, policies and practices, particularly with respect to our pay-for-performance alignment;
Advised on the size and structure of the cash components of our executive compensation program (i.e., base salary and target STI opportunities, and performance measures and weighting of bonuses);
Advised on the composition, structure and competitiveness of the LTI component of our executive compensation program;
Advised on the composition of our compensation peer group; and
Advised on the design and amount of the compensation package for our CEO and other executive officers.
The Compensation Committee has evaluated Compensia's engagement, and based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and such other factors as were deemed relevant under the circumstances, has determined that its relationship with Compensia and the work of Compensia on behalf of the committee did not raise any conflict of interest, and that Compensia is independent.
Competitive Positioning
In selecting the compensation peer group, the Compensation Committee considers software or technology companies with comparable annual revenue, which it believes is the primary indicator of comparability, and to a lesser extent market capitalization, as well as certain other factors. Periodically, the Compensation Committee reviews the current compensation peer group, with the assistance of its independent compensation consultant, to determine whether it is still appropriate. It updates the compensation peer group for changes resulting from mergers, acquisitions, bankruptcies, going private transactions and other changes in strategic focus or circumstances, removing from the group any companies that no longer fit the relevant criteria and adding ones that do. When selecting companies for inclusion in our peer group, our Compensation Committee generally seeks to include U.S. headquartered, public software companies with revenue and market capitalization between about 0.5x and 2.0x our financial profile. In November 2019, the Compensation Committee reviewed our fiscal 2019 compensation peer group and determined to remove CoStar Group, Inc. (CSGP), Fortinet, Inc. (FTNT) and SS&C Technologies Holdings, Inc. (SSNC) as financial outliers based on each company’s market capitalization and valuation as a multiple of revenue.
2020 COMPENSATION PEER GROUP
ACI Worldwide, Inc. (ACIW)
Aspen Technology, Inc. (AZPN)
Commvault Systems, Inc. (CVLT)Blackbaud, Inc. Vs. Peer Group
Cornerstone OnDemand, Inc. (CSOD)Revenue*
Envestnet, Inc. (ENV)
Fair Isaac Corporation (FICO)
Guidewire Software, Inc. (GWRE)Blackbaud, Inc.
55th Percentile
LogMeIn, Inc. (LOGM)(1)
Manhattan Associates, Inc. (MANH)Market Capitalization**
New Relic, Inc. (NEWR)
Paylocity Holding Corporation (PCTY)
Pegasystems, Inc. (PEGA)Blackbaud, Inc.
40th Percentile
Proofpoint, Inc. (PFPT)
PTC Inc. (PTC)*Based upon the last four fiscal quarters of publicly available data as of October 2019
RealPage, Inc. (RP)
Tyler Technologies, Inc. (TYL)**Based upon a 30-day average as of 10/22/2019
Verint Systems, Inc. (VRNT)
(1)This company was subsequently removed from the peer group as it is no longer a publicly traded company.

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In addition to the practices of the compensation peer group, the Compensation Committee reviews the executive pay practices of other similarly sized software or technology companies with which we compete for talent as reported in the Radford Global Technology Survey. This information is considered when making determinations for each component of compensation as well as target total direct compensation.

Analysis of 2020 Executive Compensation
The charts below show the significant percentage of performance-based compensation reported for 2020 in the Summary Compensation Table for Mr. Gianoni, our CEO, and on average for our other NEOs as a group.
2020 Total Direct Compensation* Mix
CEOOther NEOs
(51% Performance-based)(47% Performance-based)
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FixedPerformance-basedTime-based
Base SalarySTI PRSU GrantsLTI PRSU GrantsLTI RSA or RSU Grants
CashEquity
*Base salary and the grant date fair value of all equity awards for 2020.
Base Salary
Base salary is the principal fixed component in our executive compensation program. The Compensation Committee reviews the base salaries of our executive officers each year and makes adjustments as it deems necessary and appropriate based on its consideration of individual experience and contributions, corporate performance, historical compensation practices for our executive officers and its assessment of the competitive market.
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EXECUTIVE COMPENSATION
In 2020, the Compensation Committee approved increases of 3% to the base salaries of our NEOs effective April 1, 2020. The Compensation Committee approved these adjustments after taking into consideration the individual achievements of each NEO, in recognition of our success in delivering on our 2019 strategic priorities, the recommendations of our CEO (except with respect to his own base salary), and the factors described above. However, in response to COVID-19 and to provide us the financial flexibility needed to manage the wide array of outcomes that might result from the pandemic, the Compensation Committee granted RSUs in lieu of base salary merit increases on May 1, 2020, as set forth in the following table.
Name2019 Base Salary
Shares Granted In Lieu of Merit Increase(1)
Fair Value of Shares Granted(1)
Effective Merit Increase %(1)
Mr. Gianoni$742,630 433 $23,070 3.1 %
Mr. Boor478,338 279 14,865 3.1 %
Mr. Gregoire437,750 256 13,640 3.1 %
Mr. Mooney463,709 270 14,386 3.1 %
Mr. Olson339,900 199 10,603 3.1 %
(1)As discussed above, the number of shares granted was based on a 30-day average closing price ending April 30, 2020, which was $51.51; however, the fair value amounts reported above are based on the closing price of the grant date, May 1, 2020, which was $53.28, following SEC reporting requirements, resulting in a slightly higher effective merit increase percentage.
These awards are reported in the “Salary” columns of the 2020 Summary Compensation Table and the 2020 NEO Compensation Summary on pages 47 and 9, respectively, of this Proxy Statement.
Short-term Incentive Compensation
Our STI compensation represents one of the principal variable pay components of our executive compensation program, and during 2020, we provided our executive officers with the opportunity to earn STI compensation based on one or more pre-established corporate performance objectives.
Target STI Opportunities
The following table sets forth each NEO's target STI opportunity for 2020, as set by the Compensation Committee. The Compensation Committee believes that our executive officers should be aligned in their efforts to achieve the Company's overall strategic goals and objectives. Accordingly, each NEO's 2020 STI opportunity was based entirely on corporate performance. All of our NEOs' 2020 target STI opportunities were unchanged from 2019.
Target STI Opportunity as a Percentage
 of Base Salary
Name
Mr. Gianoni100%
Mr. Boor65%
Mr. Gregoire65%
Mr. Mooney65%
Mr. Olson50%
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2020 STI PRSU Awards to NEOs
During the first quarter of 2020, the Compensation Committee approved an STI plan that would have paid our NEOs annual cash bonuses based on one-year corporate performance. However, in response to COVID-19 and to provide us the financial flexibility needed to manage the wide array of outcomes that might result from the pandemic, the Compensation Committee granted PRSUs in May 2020 to our NEOs as a replacement for their 2020 annual cash bonus opportunities (the "2020 STI PRSUs"). Accordingly, for 2020, STI compensation is reported in the “Stock Awards” columns of the 2020 Summary Compensation Table and the 2020 NEO Compensation Summary on pages 47 and 9, respectively, of this Proxy Statement. The performance metrics, thresholds and targets for the 2020 STI plan (discussed below) were approved by the Compensation Committee during the first quarter of 2020 and were not subsequently changed. Shares of our common stock subject to the 2020 STI PRSUs may be earned and become eligible for vesting if the following threshold performance criteria are met (together, the “2020 STI PRSU Performance Metrics”):
i.During 2020, we achieve Non-GAAP Adjusted Recurring Revenue of a minimum of $822.7 million; and
ii.During 2020, we achieve Non-GAAP Adjusted Income from Operations of a minimum of $163.1 million.
For purposes of determining 2020 STI PRSU attainment:
“Non-GAAP Adjusted Recurring Revenue” means our 2020 GAAP recurring revenue as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude acquisition-related recurring revenue associated with companies acquired during 2020, as well as the effects of any fair value adjustments to acquired deferred revenue.
“Non-GAAP Adjusted Income from Operations” means our 2020 non-GAAP income from operations as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude the impact during 2020 of acquisitions as contemplated by the Non-GAAP Adjusted Recurring Revenue performance metric set forth above. For purposes of the 2020 STI PRSUs, Non-GAAP Adjusted Income from Operations is calculated before bonus expense.
The Compensation Committee selected "Non-GAAP Adjusted Recurring Revenue" as a performance metric because it reflects our decision to intentionally shift our focus towards selling our solutions under a cloud subscription business model. Our recurring revenue contracts, including for our cloud solutions, are generally for a term of three years at contract inception with one to three-year renewals thereafter. This strategic shift to sell our customers cloud subscription solutions results in a decrease in one-time services contracts and revenue. The cloud subscription business model establishes a predictable income stream and increases overall customer lifetime value. As a result, the Committee believes recurring revenue growth is a stronger indicator of our long-term ability to increase profitability, cash flow and deliver stockholder value. During 2020, our recurring revenue grew to approximately 93% of total revenue.
The Compensation Committee selected "Non-GAAP Adjusted Income from Operations" as a performance metric because it focuses on results of operations, without considering the cost of financing those operations (interest on debt or gains and losses on debt extinguishment and termination of derivative instruments), our tax provision, and non-operating items like interest income and foreign exchange transaction gains and losses.
To the extent earned, the 2020 STI PRSUs will vest in May 2021. Achievement against the 2020 STI PRSU Performance Metrics was to be calculated on a constant currency basis, eliminating both positive and negative effects of currency exchange rate fluctuations. The Compensation Committee weighted the 2020 STI PRSU Performance Metrics equally. The threshold levels for either of the 2020 STI PRSU Performance Metrics had to be achieved or exceeded for there to be a payout.
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EXECUTIVE COMPENSATION
The Compensation Committee evaluated our performance against the 2020 STI PRSU Performance Metrics as follows:
2020 Corporate Performance MetricsPerformance (dollars in millions)
Below
Threshold
ThresholdTargetMaximum
Non-GAAP Adjusted Recurring Revenue< $822.7$822.7$855.3-$866.0$887.6
Non-GAAP Adjusted Income from Operations< $163.1$163.1$189.6-$191.9$207.7
Award
Maximum potential number of shares as percentage of target—%50.0%100.0%200.0%
For each of our performance metrics, the Compensation Committee set the performance target at a level it believed would represent attractive financial performance and would require a high (but achievable) level of Company performance, while requiring what it believed would be outstanding performance to achieve the maximum payout level. The Compensation Committee retains discretion to adjust the final performance thresholds and targets positively or negatively based on additional considerations such as unforeseen events at the Company, in the industry and/or exceptional operational complexity.
With respect to the 2020 STI PRSUs, the Compensation Committee established performance targets in the first quarter of 2020, before the full impact of the COVID-19 pandemic was known. Despite the impact of the pandemic on the Company’s business, the Committee did not adjust the 2020 STI PRSU Performance Metrics nor did it use discretion in determining 2020 STI PRSU payouts for executive officers.
Our achievement against the 2020 STI PRSU Performance Metrics was $852.9 million, or 98.5%, with respect to Non-GAAP Adjusted Recurring Revenue and $198.4 million, or 103.4%, with respect to Non-GAAP Adjusted Income from Operations, for performance factors of approximately 96.3% and 141.2%, respectively. The PRSU performance factor with respect to Non-GAAP Adjusted Recurring Revenue decreased the number of shares by 5% for every 0.38% of achievement below the target performance level. The PRSU performance factor with respect to Non-GAAP Adjusted Income from Operations increased the number of shares by 10% for every 0.25% of achievement above the target performance level. Therefore, the Compensation Committee determined that 118.7% of the shares of our common stock subject to the 2020 STI PRSUs as shown in the table below will vest on May 1, 2021 subject to each NEO's continued employment.
2020 STI PRSUs
NameNumber of PRSUs Granted
Number of PRSUs Earned(1)
Mr. Gianoni14,418 17,114 
Mr. Boor6,037 7,166 
Mr. Gregoire5,524 6,557 
Mr. Mooney5,852 6,947 
Mr. Olson3,300 3,918 
(1)The earned 2020 PRSUs will vest on May 1, 2021 subject to each NEO's continued employment.
Long-term Incentive Compensation
Our LTI plan is designed to align the interest of our executive officers with the interests of our stockholders and serve as an important means for executive retention. Based on feedback from our stockholders and our assessment of the competitive market, at least 50% of the equity awards granted to our NEOs are performance-based with the balance of their equity awards being time-based. In 2020, the Compensation Committee granted our executive officers their annual LTI awards in the first fiscal quarter.
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The following table sets forth the number of shares of our common stock subject to RSAs and PRSUs granted to each NEO on February 12, 2020 for their LTI, which are reflected in the 2020 Summary Compensation Table below. The Compensation Committee determined LTI award levels for our NEOs after considering peer group equity award practices, individual performance, criticality of each NEO's role, expected future contributions of and the long-term retention objectives for each NEO and our performance compared to our compensation peer group.
Consistent with our historical methodology, the number of shares granted to each NEO as RSAs, RSUs and PRSUs in fiscal 2020 was determined based on a target grant value divided by the average closing price of our common stock on the Nasdaq Global Select Market for the 30 trading days ending with the last day of the month prior to the actual grant date. As a result, the value of equity granted to our NEOs in fiscal 2020 and reported in this Proxy Statement, according to applicable SEC reporting requirements, may differ from the target values approved by the Compensation Committee, according to its historical methodology.
NameNumber of RSAsNumber of PRSUs
Mr. Gianoni50,120 50,120 
Mr. Boor18,795 18,795 
Mr. Gregoire12,530 12,530 
Mr. Mooney12,530 12,530 
Mr. Olson7,832 7,832 
The RSAs granted to our NEOs during 2020 vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO's continued employment.
2020 LTI PRSU Awards to NEOs
In February 2020, the Compensation Committee granted PRSUs to our NEOs (the "2020 LTI PRSUs"). Shares of our common stock subject to the 2020 LTI PRSUs may be earned and become eligible for vesting if the following threshold performance criteria are met (together, the “2020 LTI PRSU Performance Metrics”):
i.During 2020, we achieve Non-GAAP Adjusted Recurring Revenue of a minimum of $822.7 million; and
ii.During 2020, we achieve Non-GAAP Adjusted Income from Operations of a minimum of $163.1 million.
For purposes of determining 2020 LTI PRSU attainment:
“Non-GAAP Adjusted Recurring Revenue” means our 2020 GAAP recurring revenue as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude acquisition-related recurring revenue associated with companies acquired during 2020, as well as the effects of any fair value adjustments to acquired deferred revenue.
“Non-GAAP Adjusted Income from Operations” means our 2020 non-GAAP income from operations as presented in our periodic reports filed with the SEC (within the section "Management's discussion and analysis of financial condition and results of operations" of those reports), adjusted to exclude the impact during 2020 of acquisitions as contemplated by the Non-GAAP Adjusted Recurring Revenue performance metric set forth above. For purposes of the 2020 LTI PRSUs, Non-GAAP Adjusted Income from Operations is calculated before bonus expense.
Based on our stated strategy of simultaneous growth and profitability, the Compensation Committee believed that the pre-established performance levels for recurring revenue and operating income closely aligned our strategic goals with the interests of our stockholders. Moreover, to focus our executive officers on the importance of continuing to grow our recurring revenues significantly, the Compensation Committee believed that it was appropriate to emphasize recurring revenues as a performance metric in both the 2020 STI PRSUs and the 2020 LTI PRSUs.
To the extent earned, the 2020 LTI PRSUs are eligible for vesting in three equal annual installments starting in February 2021. Achievement against the 2020 LTI PRSU Performance Metrics was to be calculated on a constant currency basis, eliminating both positive and negative effects of currency exchange rate fluctuations. The Compensation Committee weighted the 2020 LTI PRSU Performance Metrics equally. The threshold levels for either of the 2020 LTI PRSU Performance Metrics had to be achieved or exceeded for there to be a payout.
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EXECUTIVE COMPENSATION
The Compensation Committee evaluated our performance against the 2020 LTI PRSU Performance Metrics as follows:
2020 PRSU Performance MetricsPerformance (dollars in millions)
Below
Threshold
ThresholdTargetMaximum
Non-GAAP Adjusted Recurring Revenue< $822.7$822.7$855.3-$866.0$887.6
Non-GAAP Adjusted Income from Operations< $163.1$163.1$189.6-$191.9$207.7
Payout
Maximum potential number of shares as percentage of target—%50.0%100.0%200.0%
The Compensation Committee retains discretion to adjust the final performance thresholds and targets positively or negatively based on additional considerations such as unforeseen events at the Company, in the industry and/or exceptional operational complexity.
With respect to the 2020 LTI PRSUs, the Compensation Committee established performance targets in the first quarter of 2020, before the full impact of the COVID-19 pandemic was known. Despite the impact of the pandemic on the Company’s business, the Committee did not adjust the 2020 LTI PRSU Performance Metrics nor did it use discretion in determining 2020 LTI PRSU payouts for executive officers.
Our achievement against the 2020 LTI PRSU Performance Metrics was $852.9 million, or 98.5%, with respect to Non-GAAP Adjusted Recurring Revenue and $198.4 million, or 103.4%, with respect to Non-GAAP Adjusted Income from Operations, for performance factors of approximately 96.3% and 141.2%, respectively. The PRSU performance factor with respect to Non-GAAP Adjusted Recurring Revenue decreased the number of shares by 5% for every 0.38% of achievement below the target performance level. The PRSU performance factor with respect to Non-GAAP Adjusted Income from Operations increased the number of shares by 10% for every 0.25% of achievement above the target performance level. As a result, the Compensation Committee determined that 118.7% of the shares of our common stock subject to the 2020 LTI PRSUs as shown in the table below will vest according to the time-based vesting schedule set forth above subject to each NEO's continued employment as of each vesting date.
2020 LTI PRSUs
NameNumber of PRSUs Granted
Number of PRSUs Earned(1)
Mr. Gianoni50,120 59,495 
Mr. Boor18,795 22,311 
Mr. Gregoire12,530 14,875 
Mr. Mooney12,530 14,875 
Mr. Olson7,832 9,299 
(1)The earned 2020 PRSUs will vest in three equal annual installments beginning on February 12, 2021 subject to each NEO's continued employment.
Post-Employment Compensation
Change In Control Payments and Benefits
We have entered into arrangements with our NEOs which provide for payments and benefits upon a termination of employment in connection with a change in control of the Company. These arrangements provide for a "double-trigger," that is, they generally only provide payments and benefits if a NEO's employment is terminated within 12 months following a change in control of the Company either by us without cause or by the NEO for good reason. Based on our assessment of the competitive market, we believe these arrangements are appropriate as they serve as a means for executive retention.
For a detailed discussion of these arrangements and an estimate of the payments and benefits that our NEOs would be eligible to receive in certain circumstances pursuant to their agreements, see “Potential Payments Upon Termination or Change in Control - Employment Arrangements” beginning on page 51 of this Proxy Statement.
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Retirement Benefit
Our LTI plan includes a retirement benefit, which allows eligible employee retirees to receive a post-retirement benefit consisting of continued vesting of their qualified RSUs. The Compensation Committee believes that the retirement benefit promotes the retention of our experienced employees and is a differentiating factor in our ability to attract new talent.
The following table describes changes to the retirement benefit requirements that the Compensation Committee approved in 2020, that will be effective prospectively, beginning with LTI equity awards granted in 2021:
Previous Retirement BenefitUpdated Retirement Benefit
To be eligible, employees were required to meet the following requirements:
Minimum employee age of 60;
Complete a minimum of 10 years of continuous service with us at the time of grant; and
Provide six months' notice of their retirement date and successfully complete a transition plan approved by our CEO.
To be eligible, employees must meet the following requirements:
The employee's age plus years of continuous service with us must be at least 62;
Complete a minimum of 5 years of continuous service with us at the time of grant regardless of age; and
Provide six months' notice of their retirement date and successfully complete a transition plan approved by our CEO.

The provisions of the LTI plan allow us to recoup or "clawback" payments if a retiree subsequently accepts employment with another company or is appointed to the board of directors of any of our competitors.
Other Benefits
Health and Welfare Benefits
Generally, the Compensation Committee seeks to provide our executive officers with health and welfare benefits on the same basis as all of our full-time employees. These benefits include health, dental, and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage.
We have established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. We make matching contributions to each NEO's account under our Section 401(k) plan on the same terms and using the same formulas as other participating employees. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”) so that contributions by employees to the plan and income earned on plan contributions are not taxable to employees until withdrawn from the plan.
Perquisites and Other Personal Benefits
Historically, we have not provided any material perquisites or other personal benefits to our executive officers. While we do not view perquisites or other personal benefits as a significant component of our executive compensation program, from time to time, the Compensation Committee may provide certain of the NEOs with perquisites or other personal benefits in amounts deemed to be reasonable where it believes that these benefits may be useful in attracting, motivating, and retaining the executive talent for which we compete, to assist our executive officers in performing their duties and to provide certain time efficiencies in appropriate circumstances. We provide certain of our executive officers access to use our Company-owned club memberships (but do not pay club fees or dues for executive officers), which afford our executives the opportunity to conduct business in a more informal environment.
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Other Compensation Policies
Equity Grant Policy
We do not have an established formal policy with respect to the timing of equity awards in coordination with the release of material nonpublic information. As a matter of practice and informal policy, however, the Compensation Committee generally grants equity awards during periods considered to be our “open trading windows” (that is, the periods beginning two business days following our earnings release and ending one month prior to the end of the fiscal quarter). In addition, any options to purchase shares of our common stock are required to be granted with an exercise price at least equal to the fair market value of our common stock on the date of grant.
Compensation Recovery
Mr. Gianoni's employment agreement includes a compensation recovery, or clawback, provision requiring that he return to us all incentive-based compensation he receives from us to the extent required by any Company clawback or recoupment policy, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and/or Section 304 of the Sarbanes-Oxley Act of 2002. In addition, the Company's 2016 Equity and Incentive Compensation Plan ("the 2016 Plan") contains a provision that all awards under the 2016 Plan are subject to all applicable laws regarding clawbacks, forfeitures, or recoupments.
Executive Officer Stock Ownership Guidelines
Under our Executive Officer Stock Ownership Guidelines, our CEO and the CEO’s officer-level direct reports are expected to own shares of our common stock, in the following amounts:
For the CEO, the lesser of (i) equity in an amount equal to four times base salary or (ii) 70,000 shares; and
For the CEO’s officer-level direct reports, the lesser of (i) equity in an amount equal to two times base salary, or (ii) 20,000 shares.
For purposes of these guidelines, vested, unexercised options and/or stock appreciation rights ("SARs") are also counted for purposes of the guidelines at 100% of their intrinsic value. We expect our CEO and the CEO’s officer-level direct reports to meet these guidelines within five years of receiving their first annual equity award after the later of their hire date or the adoption of these guidelines. Each of our NEOs has satisfied the Executive Officer Stock Ownership Guidelines.
The table set forth below shows the ownership levels of our NEOs as of December 31, 2020:
Stock Ownership Guideline
 (Lesser of):
Name
Multiple of
Base Salary
(in shares)(1)
ORMinimum
Number
 of Shares
Number
 of Shares
Owned
Multiple of Guideline Achieved
Mr. Gianoni51,607 70,000 262,070 5x
Mr. Boor16,621 20,000 106,473 6x
Mr. Gregoire15,210 20,000 61,185 4x
Mr. Mooney16,112 20,000 83,975 5x
Mr. Olson11,810 20,000 52,336 4x
(1)Number of shares required under the guideline for multiple of base salary calculated using $57.56 per share which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2020.
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Other Considerations
Tax Deductibility of Executive Compensation
The Compensation Committee considers the potential effect of Section 162(m) of the Internal Revenue Code (the "Code"), along with other factors, in designing and administering our executive compensation program. Section 162(m) of the Code generally imposes a limitation on the deductibility of annual individual compensation in excess of $1.0 million paid to certain covered employees (generally, the CEO and certain other executive officers and, beginning in 2018, also including the CFO and certain former officers).
The Tax Cuts and Jobs Act of 2017 (the "Tax Act") revised Section 162(m) of the Code so that the exception for performance-based compensation from the limitation on compensation deductibility is no longer available for taxable years beginning after December 31, 2017, although transition relief for certain compensation arrangements in place as of November 2, 2017 is available. In addition, due to ambiguities and uncertainties regarding the interpretation of Section 162(m) of the Code and related regulations, including the transition relief referenced above, there can be no assurance that compensation intended to qualify as performance-based compensation under the prior requirements of Section 162(m) of the Code will, in fact, do so. The American Rescue Plan Act of 2021 (“ARPA”), which was signed into law March 11, 2021, expands the group of individuals considered to be “covered employees” under Section 162(m) of the Code. For taxable years beginning after December 31, 2026, in addition to the principal executive officer, principal financial officer and the three other highest compensated officers, the scope of “covered employees” will be expanded to include the company’s next five highest compensated employees in that year, regardless of whether they are officers.
While tax deductibility continues to be a consideration for the Company's executive compensation program, the Compensation Committee also intends to continue to approach and manage our executive compensation program in a manner that it believes will attract, motivate and retain key personnel and evaluate performance and compensate the NEOs as the Compensation Committee deems appropriate in its judgment, even if it may result in compensation that will not be deductible under Section 162(m) of the Code. The Compensation Committee also may modify compensation that was initially intended to be exempt from the limitations of Section 162(m) of the Code if it determines that such modifications are consistent with our business needs. The Compensation Committee believes that the discretion and flexibility to award such compensation, even if it is not deductible because of the limitation of Section 162(m) of the Code, serves the best interests of the Company and our stockholders by allowing the Compensation Committee to compensate executive officers appropriately in its discretion as circumstances warrant and in furtherance of its compensation philosophy and objectives.
Regardless of the Company's intent, there is no guarantee that incentive bonuses, equity-based awards or other compensation intended to be deductible under Section 162(m) of the Code will ultimately be determined as such by the IRS. In addition, changes in applicable tax laws and regulations and interpretations of such laws and regulations, as well as other factors beyond the Company's control may affect the deductibility of executive compensation.
Accounting for Stock-based Compensation
We account for stock-based compensation awards in accordance with the requirements of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. The assumptions used to determine the fair value of the awards granted in 2020 are included in Note 13 of the financial statements included in our Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021.
We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. Income tax benefits resulting from the vesting and exercise of stock-based compensation awards are recognized in the period the unit or award is vested or option or right is exercised.
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EXECUTIVE COMPENSATION
Risk Assessment of Compensation
The Compensation Committee has assessed our compensation programs and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that the combination of different types and amounts of compensation, together with our internal controls and oversight of our Board of Directors, mitigates potential compensation-related risks.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the CD&A with our Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 23, 2021.
THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
Sarah E. Nash, Chair
Andrew M. Leitch
Joyce M. Nelson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Board of Directors who served on the Compensation Committee in 2020 were Chair Sarah E. Nash, Andrew M. Leitch and Joyce M. Nelson. None of the members of the Compensation Committee serves or in the past has served as one of our executive officers or has been employed by us and none of our executive officers have served on the compensation committee or board of any company that employed any member of our Compensation Committee or Board. Mr. Gianoni participated in discussions regarding salary, STI and LTI compensation for our executive officers, except for discussions regarding his own salary, STI and LTI compensation.
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COMPENSATION TABLES
2020 SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation paid to and earned by our NEOs for services rendered to us in all capacities in 2020, 2019 and 2018.
Name and Principal 
Position
Year
Salary(1)
($)
Stock
Awards(2)(3)
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation(4)
($)
All Other
Compensation(5)
($)
Total
($)
Michael P. Gianoni(6)
President and CEO
2020$613,258 $8,805,434 $— $— $29,187 $9,447,879 
2019737,251 9,482,108 — 805,128 108,723 11,133,210 
2018715,778 7,912,218 — 562,636 99,058 9,289,690 
Anthony W. Boor
Executive Vice President and CFO
2020493,222 3,335,618 — — 19,344 3,848,184 
2019474,873 3,555,771 — 337,086 38,363 4,406,094 
2018461,042 2,967,058 — 235,561 37,894 3,701,555 
Kevin P. Gregoire
Executive Vice President and President, U.S. Markets
2020451,407 2,303,630 — — 14,720 2,769,756 
2019434,579 2,370,566 — 308,483 25,891 3,139,519 
2018309,908 2,417,865 — 163,139 9,493 2,900,405 
Kevin W. Mooney
Executive Vice President, Corporate Strategy and Business Development
2020478,113 2,321,105 — — 10,360 2,809,578 
2019460,350 2,370,566 — 326,777 23,251 3,180,944 
2018446,942 1,978,101 — 238,642 30,537 2,694,222 
Jon W. Olson
Senior Vice President and General Counsel
2020350,516 1,431,764 — — 13,466 1,795,746 
2019337,438 1,481,623 — 184,252 20,337 2,023,650 
2018325,358 1,236,243 — 127,886 19,368 1,708,855 
(1)The 2020 reported amounts represent salary paid in cash and the grant date fair value of RSUs granted in lieu of approved base salary merit increases due to COVID-19, as discussed above. The grant date fair value of the RSUs was computed in accordance with FASB ASC Topic 718. See the "2020 Grants of Plan-Based Awards Table" on page 49 of this Proxy Statement.
(2)The reported amounts represent the aggregate grant date fair value of awards of RSAs and PRSUs, computed in accordance with FASB ASC Topic 718, and, for PRSUs, assume performance at the target level for each such award. The grant date fair values for the 2020 LTI PRSUs, based upon the probable outcome of the performance conditions at the grant date for the awards, are as follows: Mr. Gianoni – $4,018,622, Mr. Boor – $1,506,983, Mr. Gregoire – $1,004,655, Mr. Mooney – $1,004,655 and Mr. Olson – $627,970. The maximum values of the 2020 LTI PRSUs, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Gianoni – $8,037,244, Mr. Boor – $3,013,966, Mr. Gregoire – $2,009,310, Mr. Mooney – $2,009,310 and Mr. Olson – $1,255,940.
(3)The grant date fair values for the 2020 STI PRSUs, based upon the probable outcome of the performance conditions at the grant date for the awards, are as follows: Mr. Gianoni – $768,191, Mr. Boor – $321,651, Mr. Gregoire – $294,319, Mr. Mooney – $311,795 and Mr. Olson – $175,824. The maximum values of the 2020 STI PRSUs, assuming that the highest level of performance conditions is achieved, are as follows: Mr. Gianoni – $1,536,382, Mr. Boor – $643,302, Mr. Gregoire – $588,638, Mr. Mooney – $623,590 and Mr. Olson – $351,648.
(4)In response to COVID-19, the Compensation Committee granted PRSUs in May 2020 to our NEOs in lieu of their 2020 annual cash bonus opportunities. Prior to 2020, the annual cash bonuses earned by our NEOs were reported in the "Non-Equity Incentive Plan Compensation" column above. The grant date fair value of the 2020 STI PRSUs granted in lieu of the NEO's 2020 annual cash bonus opportunities are reported in the "Stock Awards" column together with the grant date fair value of the 2020 LTI awards.

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EXECUTIVE COMPENSATION
(5)Includes the following for each NEO:
NameYear401(k)
Company
 Match
Dividends and
Dividend Equivalents
Paid on RSAs and RSUs(A)
Life and Disability
Insurance Premiums
OtherTotal
Mr. Gianoni2020$8,550 $15,166 $5,171 $300 $29,187 
20198,400 95,151 5,171 — 108,723 
20188,250 85,313 5,495 — 99,058 
Mr. Boor20208,216 5,942 4,886 300 19,344 
20198,400 25,078 4,886 — 38,363 
20188,250 24,434 5,210 — 37,894 
Mr. Gregoire20208,550 5,030 840 300 14,720 
20198,400 16,651 840 — 25,891 
2018— 8,620 873 9,493 
Mr. Mooney20203,528 1,087 5,445 300 10,360 
20198,400 9,406 5,445 — 23,251 
20188,250 16,518 5,769 — 30,537 
Mr. Olson20207,933 2,419 2,814 300 13,466 
20197,774 9,748 2,814 — 20,337 
20187,681 8,550 3,137 — 19,368 
(A)As previously disclosed, our Board rescinded its previously announced policy to pay an annual dividend at a rate of $0.48 per share of common stock and discontinued the declaration and payment of all cash dividends beginning with the second quarter of 2020.
(6)As discussed above, Mr. Gianoni elected to forego receipt of all but that portion of his base salary necessary to fund, on a pre-tax basis, his contributions to continue to participate in our health benefits plan, between April 1, 2020 and June 16, 2020.
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2020 GRANTS OF PLAN-BASED AWARDS TABLE
The following table sets forth information regarding the grants of plan-based awards to our NEOs in 2020.
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
Estimated Future Payouts
Under Equity
Incentive Plan Awards
All Other
Stock
Awards;
Number of Shares
 of Stock
 or Units(1)(2)
(#)
All Other
Option
Awards;
Number of
Securities
Underlying
Options
(#)
Exercise or Base Price of Option
Awards
($/sh)
Grant Date
Fair Value
of Stock 
and
Option
Awards(3)
($)
NameGrant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Michael P.
Gianoni
2/12/202050,120 4,018,622 
2/12/202025,060 50,120 100,240 
(4)
4,018,622 
5/1/2020433 23,070 
5/1/20207,209 14,418 28,836 
(5)
768,191 
Anthony W.
Boor
2/12/202018,795 1,506,983 
2/12/20209,398 18,795 37,590 
(4)
1,506,983 
5/1/2020279 14,865 
5/1/20203,019 6,037 12,074 
(5)
321,651 
Kevin P. Gregoire2/12/202012,530 1,004,655 
2/12/20206,265 12,530 25,060 
(4)
1,004,655 
5/1/2020256 13,640 
5/1/20202,762 5,524 11,048 
(5)
294,319 
Kevin W.
Mooney
2/12/202012,530 1,004,655 
2/12/20206,265 12,530 25,060 
(4)
1,004,655 
5/1/2020270 14,386 
5/1/20202,926 5,852 11,704 
(5)
311,795 
Jon W. Olson2/12/20207,832 627,970 
2/12/20203,916 7,832 15,664 
(4)
627,970 
5/1/2020199 10,603 
5/1/20201,650 3,300 6,600 
(5)
175,824 
(1)On February 12, 2020, each of our NEOs was granted the number of RSAs set forth next to their names in the table. These RSAs vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO's continued employment.
(2)On May 1, 2020, each of our NEOs was granted the number of RSUs set forth next to their names in the table, in lieu of approved base salary merit increases, as discussed above. These RSUs will vest on May 1, 2021, subject to the NEO's continued employment.
(3)The grant date fair value of the equity awards is calculated in accordance with FASB ASC Topic 718. See Note 13 of the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 23, 2021.
(4)The 2020 LTI PRSUs were granted to our NEOs on February 12, 2020 and, subject to the achievement of pre-established performance metrics, vest as to any earned shares in three annual installments starting in February 2021, subject to the NEO's continued employment, as described on page 40 of this Proxy Statement.
(5)On May 1, 2020, the Company granted the 2020 STI PRSUs in lieu of annual cash bonus opportunities, as discussed above. Mr. Gianoni’s target STI opportunity was equal to 100% of his earned base salary, pursuant to his employment agreement. The target STI opportunities for Messrs. Boor, Gregoire and Mooney were equal to 65% of the base salary each individual was expected to earn in 2020. The target STI opportunity for Mr. Olson was equal to 50% of the base salary he was expected to earn in 2020. The maximum award for 2020 for each NEO was equal to twice his target.
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EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END TABLE
The following table sets forth information with respect to unvested RSAs, RSUs and PRSUs held by our NEOs as of December 31, 2020.
 Option AwardsStock Awards
NameNumber of
Securities
Underlying
Unexercised
Options
(#) Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable 
Option
Exercise
Price
($)
Option
Expiration
Date
Number 
of Shares 
or Units of Stock
That Have Not Vested
(#)
 
Market Value
of Shares or
Units of
Stock That Have 
Not Vested(6)
($)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights That Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested(6)
($)
Michael P.
Gianoni
246,045 
(1)
$14,162,350 
Anthony W.
Boor
95,139 
(2)
5,476,201 
Kevin P.
Gregoire
64,395 
(3)
3,706,576