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.     )

         þ Filed by the Registrant                  ¨ Filed by a Party other than the Registrant

Check the appropriate box:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive 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)

Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS	2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
PROXY SUMMARY	4
PROXY STATEMENT	10
GOVERNANCE	11
Proposal 1—Election of Directors	11
Board of Directors and Committees	22
Director Compensation	29
Transactions with Related Persons	31
Environmental, Social and Governance Responsibility	32
STOCK OWNERSHIP	35
Ownership of Equity Securities of the Company	35
Delinquent Section 16(a) Reports	36
EXECUTIVE COMPENSATION	37
Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation	37
Compensation Discussion and Analysis	38
Compensation Committee Report	54
Compensation Committee Interlocks and Insider Participation	54
Compensation Tables	55
Pay Versus Performance	60
Nonqualified Deferred Compensation and Retirement Plans	62
Potential Payments Upon Termination or Change in Control	63
CEO Pay Ratio	67
Proposal 3—Approval of the Amendment and Restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan	68
Equity Compensation Plan Information	77
AUDIT MATTERS	78
Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm	78
Audit Committee Report	78
SPECIAL MATTERS	80
Proposal 5—Adoption of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law	80
ADDITIONAL INFORMATION	82
Questions and Answers about the 2024 Annual Meeting of Stockholders	82
Stockholder Proposals	84
Delivery of Documents to Stockholders Sharing an Address	85
Annual Report on Form 10-K	85
Other Matters	85
APPENDICES	86
Appendix A—Reconciliations of GAAP to non-GAAP Financial Measures
Appendix B—Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan
Appendix C—Form of Proxy Card

2024 Proxy Statement 1

LETTER TO STOCKHOLDERS
FROM OUR BOARD OF DIRECTORS

Dear Blackbaud Stockholders:

As the world's leading cloud software company powering social good, 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 strategy. The Board of Directors is pleased with the Company’s progress over the past year.

In 2023, Blackbaud:

•Made substantial progress on our five-point operating plan spanning all areas of the business including: 1) Product Innovation and Delivery; 2) Bookings Growth and Acceleration; 3) Transactional Revenue Optimization and Expansion; 4) Modernized Approach to Pricing and Multi-year Contracts; and 5) Keen Attention to Cost Management. This five-point plan drove accelerated revenue growth and greatly increased profitability in 2023;

•Achieved Rule of 40 in the third and fourth quarters of 2023, earlier than previously anticipated;

•Reduced our debt to EBITDA ratio from 3.0 in the first quarter of 2023 to 2.0 in the fourth quarter of 2023, enabling the Company to resume returning capital to stockholders in the form of stock repurchases beginning in December 2023. As part of this initiative, Blackbaud increased its stock repurchase authorization to $500 million in January 2024 and intends to repurchase between 7% and 10% of outstanding common stock in 2024;

•Launched a major new wave of Blackbaud’s Intelligence for Good® strategy, with an extensive agenda of initiatives and investments to be implemented on a rolling basis, targeted at making artificial intelligence (AI) more accessible, powerful and responsible across the social impact sector. In 2023 we announced new generative AI capabilities for JustGiving®, the development of Impact Edge™ for our corporate customers, and the release of Prospect Insights Pro for Blackbaud Raiser's Edge NXT®;

•Completed a strategic investment in Momentum, a generative AI startup for social impact, a Blackbaud partner, and a graduate of Blackbaud's Social Good Startup tech accelerator program;

•Appointed Todd Lant as Chief Customer Officer. Lant, a 20-year Blackbaud veteran, leads the global customer success team to drive customer value and outcomes; and

•Surpassed £6 billion ($8.5 billion) in donations on the JustGiving platform (since 2000) .

As we look ahead, we expect our five-point operating plan to drive sustained, high single-digit revenue growth and continued adjusted EBITDA margin expansion. Strong adjusted free cash flow supports our capital allocation plans, with a focus on repurchasing between 7% and 10% of outstanding common stock in 2024. We are confident in the outlook for Blackbaud and we expect to deliver significant, enhanced stockholder value.

We remain committed to continuous and transparent stockholder communication and engagement to better understand your views on the Company's strategy and performance as well as our executive compensation program. In 2023, as we do every year, we reviewed our executive compensation program with our Compensation Committee’s independent compensation consultant, Compensia, Inc., and evaluated our program against our industry peers.

Our compensation decisions, including the continued practice of granting annual equity awards to our executive officers that are at least 50% performance-based, reinforce our strong pay-for-performance compensation philosophy. We are committed to providing competitive, performance-based compensation opportunities to our executive officers, who collectively are responsible for making our Company successful, and we are confident that our compensation program achieves this objective.

We appreciate your investment in Blackbaud and value your input and continued support.

The Board of Directors of Blackbaud, Inc.
	April 23, 2024

2 2024 Proxy Statement

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

Virtual Meeting

Wednesday, June 12, 2024 4:00 p.m., Eastern Time

Dear Blackbaud Stockholders:

The 2024 Annual Meeting of Stockholders of Blackbaud, Inc. will be a live virtual meeting held via the Internet at https://www.virtualshareholdermeeting.com/BLKB2024 on Wednesday, June 12, 2024 at 4:00 p.m., Eastern Time, to take action on the following business:

1.	To elect the three Class B directors named in the Proxy Statement, each for a three-year term expiring in 2027;
2.	To hold an advisory vote to approve the 2023 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 Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
5.	To adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware Law; and
6.	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. In particular, the text of the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation is set forth on page 80 of the accompanying Proxy Statement and is incorporated herein by reference. Because the 2024 Annual Meeting of Stockholders will be held via the Internet only, the accompanying proxy materials include instructions on how to attend the meeting and the means by which you may vote and submit questions during the meeting. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate in our virtual meeting as they would at an in-person meeting. Stockholders of record as of the record date will be able to attend the meeting online, vote your shares electronically and submit questions during the virtual meeting.

If you were a stockholder of record of Blackbaud common stock as of the close of business on April 15, 2024, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof.

You are cordially invited to attend the virtual meeting; however, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting. Any stockholder attending the meeting may vote electronically even if he or she has returned a proxy.

Your vote is important. Whether or not you plan to attend the meeting, we hope that you will vote as soon as possible.

By order of the Board of Directors
Jon W. Olson
Senior Vice President, General Counsel and Corporate Secretary
	Dated: April 23, 2024

2024 Proxy Statement 3

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. Words such as “believes,” “seeks,” “expects,” “may,” “might,” “should,” “intends,” “could,” “would,” “likely,” “will,” “targets,” “plans,” “anticipates,” “aims,” “projects,” “estimates,” or any variations of such words and similar expressions are intended to identify such forward-looking statements. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 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.

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 12, 2024, 4:00 p.m., Eastern Time
VIRTUAL MEETING:	The meeting will be held live via the Internet - to attend please visit www.virtualshareholdermeeting.com/BLKB2024
RECORD DATE:	April 15, 2024
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 2024 Annual Meeting of Stockholders, please vote right away using one of the following advance voting methods (see page 82 for additional details). Make sure you have your proxy card or voting instruction form in hand and follow the instructions.
	Use the Internet	Call Toll-Free	Mail Your Proxy Card
	www.proxyvote.com	1-800-690-6903	Follow the instructions on your proxy materials
ADMISSION:	Visit www.virtualshareholdermeeting.com/BLKB2024 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 23, 2024 to stockholders as of the record date.

Virtual Stockholder Meeting

The 2024 Annual Meeting of Stockholders will be held via the Internet only. You will be able to attend the meeting online only if you were a stockholder of record as of the close of business on April 15, 2024, the record date. You also will be able to vote and submit your questions during the meeting. To be admitted to the 2024 Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/BLKB2024, 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.

4 2024 Proxy Statement

Table of Contents PROXY SUMMARY

The meeting webcast will begin promptly at 4:00 p.m. Eastern Time on June 12, 2024. 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 2024 Annual Meeting of Stockholders will be available at least 10 days prior to the meeting at our principal executive offices at 65 Fairchild Street, Charleston, South Carolina 29492.

Submitting questions at the 2024 Annual Meeting of Stockholders

Stockholders may submit questions during the 2024 Annual Meeting of Stockholders. If you wish to submit a question during the 2024 Annual Meeting of Stockholders, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/BLKB2024, typing your question into the “Ask a Question” field, and clicking “Submit.” As part of the 2024 Annual Meeting of Stockholders, we intend to answer all questions submitted during the meeting which are pertinent to the meeting matters and as time permits in accordance with the Rules of Conduct. The Rules of Conduct will be posted at www.virtualshareholdermeeting.com/BLKB2024 and will address the ability of stockholders to ask questions during the meeting and rules for how questions and comments will be recognized and disclosed to meeting participants.

If you have technical difficulties or trouble accessing the virtual meeting

We will have technicians ready to assist you with any technical difficulties you may have accessing or participating in the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log in page.

MEETING AGENDA AND VOTING MATTERS

Proposal		Board's Voting Recommendation	Voting Standard	Page Number (for more details)
No. 1	Election of three Class B directors, each for a three-year term expiring in 2027.	ü FOR (each nominee)	Majority of votes present or represented by proxy and entitled to vote on the proposal	11
No. 2	Advisory vote to approve the 2023 compensation of our named executive officers.	ü FOR	Majority of votes present or represented by proxy and entitled to vote on the proposal	37
No. 3	Approval of the amendment and restatement of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan.	ü FOR	Majority of votes present or represented by proxy and entitled to vote on the proposal	68
No. 4	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.	ü FOR	Majority of votes present or represented by proxy and entitled to vote on the proposal	78
No. 5	Adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware Law.	ü FOR	Holders of a majority of the outstanding shares of common stock entitled to vote	80

2024 Proxy Statement 5

PROXY SUMMARY Table of Contents

MEMBERS OF OUR BOARD OF DIRECTORS (pages 13-22)

	Age	Director Since	Class	Current Term Expires	Expiration of Term For Which Nominated	Independent	Other Public Company Boards	Committee Memberships
Name, Primary Occupation								AC	CC	NCGC	ROC
Deneen M. DeFiore Vice President and Global Chief Information Security Officer of United Airlines, Inc.	50	2022	B	2024	2027	Yes	None				l
George H. Ellis(1) Chief Financial Officer of Accumen, Inc.	75	2006	B	2024	-	Yes	1	l		l
Michael P. Gianoni Chief Executive Officer, President and Vice Chairman of the Board of Blackbaud, Inc.	63	2014	C	2025	-	No	1
Yogesh K. Gupta President and Chief Executive Officer of Progress Software Corporation, Inc.	63	2022	A	2026	-	Yes	1		l
Rupal S. Hollenbeck President of Check Point Software Technologies, Inc.	52	2022	A	2026	-	Yes	None			l
Andrew M. Leitch(2) Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)	80	2004	B	2024	2027	Yes	None	l	l	l	l
D. Roger Nanney Vice Chairman and Senior Partner of Deloitte LLP (Retired)	66	2021	C	2025	-	Yes	None	l
Sarah E. Nash Owner, Chair and CEO of Novagard, Inc.	70	2010	C	2025	-	Yes	1		l	l
Kristian P. Talvitie Executive Vice President and Chief Financial Officer of PTC, Inc.	54	2024	B	2024	2027	Yes	None	l

l - Committee Chair

AC - Audit Committee

CC - Compensation Committee

NCGC - Nominating and Corporate Governance Committee

ROC - Risk Oversight Committee

(1)Mr. Ellis is not eligible to be nominated as a director at the 2024 Annual Meeting of Stockholders in accordance with the director tenure limits contained in our Corporate Governance Guidelines. Accordingly, his term will end at the conclusion of the 2024 Annual Meeting.

(2)Mr. Leitch is eligible for nomination at the 2024 Annual Stockholders Meeting in accordance with an exception to the director tenure limits contained in our Corporate Governance Guidelines granted by the Board of Directors. For additional information, see page 27.

INFORMATION ABOUT OUR BOARD AND COMMITTEES (pages 22-28)

	Number of Members	Independence	Number of Meetings During Fiscal Year 2023
Full Board	9	88.9%	10
Audit Committee	4	100%	13
Compensation Committee	3	100%	5
Nominating and Corporate Governance Committee	4	100%	4
Risk Oversight Committee	2	100%	4

6 2024 Proxy Statement

Table of Contents PROXY SUMMARY

GOVERNANCE HIGHLIGHTS

Governance Matter	Summary Highlights		Page Number (for more  details)
Board Independence	ü	Independent Board, except CEO	22
	ü	Independent Board Chairman	22
	ü	100% Independent Committee Members	22
	ü	Regular Executive Sessions of Independent Directors	24
	ü	Committee Authority to Retain Independent Advisors	22
Director Elections	ü	Majority Voting	83
	ü	One Share, One Vote Standard	82
Meeting Attendance	ü	All Current Directors Attended At Least 75% of the Total Number of Meetings of our Board and of all Committees on which the Director Served in 2023	24
Evaluating and Improving Board Performance	ü	Annual Board Evaluations	26
	ü	Annual Committee Evaluations	26
	ü	Independent Director Tenure Limits for Regular Board Refreshment	26
	ü	Continuing Director Education	31
Aligning Director and Stockholder Interests	ü	Director Stock Ownership Guidelines	31
	ü	Annual Director Equity Awards	29
Aligning Executive Officer and Stockholder Interests	ü	Executive Officer Stock Ownership Guidelines	52
	ü	Executive Compensation Driven by Pay-For-Performance Philosophy	40
ESG	ü	Board Oversight of Program	32
	ü	Annual Environmental, Social and Governance Report	32
	ü	Employee-Led ESG Steering Committee	32
	ü	Employee-Led Diversity & Inclusion Council	32
	ü	Focus on Board Diversity	26
	ü	Strong Board and Management Commitment	32
	ü	Participant in UN Global Compact	32
Other	ü	Annual Stockholder Advisory ("Say-on-Pay") Vote	37
	ü	Robust Stockholder Engagement Program	40
	ü	Risk Oversight Committee of the Board	28
	ü	Prohibition on Pledging and Hedging of Company Securities	41
	ü	Clawback Policy Applicable to Executive Officers	52
	ü	Equity Plan Prohibits Stock Option Exchanges or Repricing Without Stockholder Approval	41

2024 Proxy Statement 7

PROXY SUMMARY Table of Contents

2023 PERFORMANCE HIGHLIGHTS(1) (page 38)

Total Revenue	Recurring Revenue	Gross Dollar Retention(2)(3)	Non-GAAP Organic Recurring Revenue on a Constant Currency Basis(4)	Rule of 40 on a Constant Currency Basis(4)
$1,105.4M	96.9%	90.1%	$1,072.0M	37.1%
(increased 4.5%)	(vs. 95.6%)	(vs. 91.2%)	(increased 6.3%)	(vs. 29.0%)

(1)All comparisons are to fiscal year 2022.

(2)See definition of gross dollar retention within our discussion of Long-term Incentive Compensation beginning on page 47.

(3)During 2023, our gross dollar retention rate was slightly lower than our rate for the full year ended December 31, 2022 primarily due to the inclusion of EVERFI beginning in 2023. Excluding EVERFI, our gross dollar retention during 2023 was slightly higher than our rate for the full year ended December 31, 2022.

(4)See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.

COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM (page 40)

Component	Description
Base Salary	Fixed compensation component payable in cash
Short-term Incentive ("STI") Compensation	Variable short-term compensation component consisting of performance-based restricted stock units ("PRSUs") based on performance against pre-established short-term performance objectives
Long-term Incentive ("LTI") Compensation	Variable long-term compensation component consisting of a combination of 1) time-based restricted stock awards ("RSAs") or restricted stock units ("RSUs"); and 2) at least 50% PRSUs that are based on separate performance metrics than the STI, and for which one half of the PRSU awards are measured over multi-year periods
“Double-Trigger” Change in Control Severance Arrangements	Provide change in control payments and benefits to executive officers only upon a qualifying termination of employment within 12 months of a change in control of our Company
Other Benefits	Generally provide the same health and welfare benefits as offered to all of our employees

2023 EXECUTIVE COMPENSATION ACTIONS (page 39)

Base Salaries

•Maintained the base salaries of Messrs. Gianoni and Boor at their 2022 levels;

•Increased the base salary of Mr. Benjamin 18.08% from his 2022 level; and

•Increased the base salaries of our remaining named executive officers ("NEO" or "NEOs") 3.25% from their 2022 levels.

STI Compensation

•Provided our NEOs the opportunity to earn annual variable compensation in the form of PRSUs granted in February 2023 (the "2023 STI PRSUs") that were eligible to be earned based on Company financial performance in fiscal 2023. Based on overall Company performance in 2023, determined that 122.3% of the target number of shares of our common stock subject to the 2023 STI PRSUs were earned and would vest in February 2024 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2023 STI PRSU Awards to NEOs beginning on page 45 for more information.

LTI Compensation

•Granted our NEOs annual long-term equity awards in February 2023 consisting of 50% RSAs or RSUs and 50% PRSUs (the "2023 LTI PRSUs"). This design is intended to be aligned with competitive market practices, supported our retention objectives and rewarded overall Company performance. Based on overall Company performance in 2023, determined that 98.1% of the target number of shares of our common stock subject to the 2023 LTI PRSUs based on one-year performance and 119.8% of the target number of shares of our common stock subject to the 2023 LTI PRSUs based on the first of three one-year performance periods were earned and would vest in February 2024 subject to each NEO's

8 2024 Proxy Statement

Table of Contents PROXY SUMMARY

continued employment as of the vesting date. See the discussion of the 2023 LTI PRSU Awards to NEOs beginning on page 47 for more information; and

•Determined, based on the Company's Rule of 40 performance in 2023, that 200.0% of the shares of our common stock subject to the 2022 LTI Three-year PRSUs based on the second of three one-year performance periods and 200.0% of the shares of our common stock subject to the 2021 LTI Three-year PRSUs based on the third of three one-year performance periods were earned and would vest in February 2024 subject to each NEO's continued employment as of each vesting date.

2023 NEO COMPENSATION SUMMARY (page 55)

Set forth below is the 2023 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 2023 Summary Compensation Table beginning on page 55 for more information.

Name and Principal Position	Salary		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Michael P. Gianoni Chief Executive Officer, President and Vice Chairman of the Board	$	800,031	$	8,778,735	$	—	$	—	$	17,957	$	9,596,722
Anthony W. Boor Executive Vice President and Chief Financial Officer	518,598		3,552,224		—		—		18,707		4,089,530
David J. Benjamin Executive Vice President and Chief Commercial Officer	413,312		2,759,338		—		—		735,804		3,908,454
Kevin P. Gregoire Executive Vice President and Chief Operating Officer	482,307		3,021,823		—		—		12,383		3,516,512
Kevin R. McDearis Executive Vice President and Chief Technology Officer	463,894		2,510,811		—		—		20,365		2,995,070

2024 Proxy Statement 9

65 FAIRCHILD STREET

CHARLESTON, SC 29492

April 23, 2024

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 2024 Annual Meeting of Stockholders of Blackbaud, Inc. The meeting will be a live virtual meeting held via the Internet at https://www.virtualshareholdermeeting.com/BLKB2024 on Wednesday, June 12, 2024 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 2023 Annual Report to Stockholders, including financial statements, and a proxy card for the meeting, by providing access to them via the Internet on April 23, 2024. 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 15, 2024, 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 12, 2024.

The Notice of Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report to Stockholders, including financial statements, are available at www.proxyvote.com.

10 2024 Proxy Statement

GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors consists of nine 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, Deneen M. DeFiore, Andrew M. Leitch and Kristian P. Talvitie, have been nominated to fill a three-year term expiring in 2027. George H. Ellis is not eligible to be nominated as a director at the 2024 Annual Stockholders Meeting in accordance with the director tenure limits contained in our Corporate Governance Guidelines and accordingly his term will end at the conclusion of the 2024 Annual Meeting. Mr. Leitch is eligible for nomination at the 2024 Annual Stockholders Meeting in accordance with an exception to the director tenure limits contained in our Corporate Governance Guidelines granted by the Board of Directors and as further described in "Board of Directors and Committees — Information Regarding Meetings of the Board and Committees — Board Tenure and Refreshment" on page 27 of this proxy statement. The two other classes of directors, who were elected for terms expiring at the annual meetings in 2025 and 2026, respectively, will continue as directors.

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 three 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 of the current nominees 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 three Class B director nominees.

The voting requirements for this Proposal 1 are described above and under "Additional Information" on page 82 of this Proxy Statement.

2024 Proxy Statement 11

GOVERNANCE Table of Contents

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 following table highlights the number of our directors who share certain categories of attributes and experiences that uniquely qualify them to serve on our Board.

Knowledge, Skills and Experience		Deneen M. DeFiore	George H. Ellis	Michael P. Gianoni	Yogesh K. Gupta	Rupal S. Hollenbeck	Andrew M. Leitch	D. Roger Nanney	Sarah E. Nash	Kristian P. Talvitie
	Leadership	l	l	l	l	l	l	l	l	l
	Accounting & Finance		l				l	l	l	l
	Technology & Software Industries	l	l	l	l	l	l		l	l
	Nonprofit Industry		l	l	l	l		l	l
	Public Company Board Service		l	l	l		l		l
	Corporate Governance	l	l	l	l	l	l	l	l	l
	Business Development & Corporate Transactions			l	l	l	l	l	l	l
	Business Operations	l		l	l	l	l	l	l	l
	ESG		l	l	l	l
	Cybersecurity	l	l			l	l

12 2024 Proxy Statement

Table of Contents GOVERNANCE

Biographies of Our Director Nominees

The biographies of our directors as of April 15, 2024 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.

	DENEEN M. DEFIORE	Age	50	Director since July 2022
	Vice President and Global Chief Information Security Officer of United Airlines, Inc.
	INDEPENDENT DIRECTOR Class B	Current Term Expires 2024
	Blackbaud Board Committees Risk Oversight (Chair)	Other Public Boards None

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Ms. DeFiore joined the Board of Directors in July 2022. Ms. DeFiore has served as the Vice President and Global Chief Information Security Officer of United Airlines, Inc., a commercial airline company, since January 2020. Prior to that, she served as Senior Vice President, Global Chief Information & Product Security Officer of GE Aviation, an aerospace company, from February 2017 through December 2019, as Senior Vice President, Global Chief Technology & Risk Officer of GE Aviation from August 2015 to January 2017 and in various leadership roles across GE Corporate, GE Aviation and GE Power from April 2001 through July 2015. Ms. DeFiore is Chair of the Board of the Aviation Information Sharing Analysis Center and Chair of the Airlines for America (A4A) Cybersecurity Committee. In 2022, she was appointed to the President’s National Infrastructure Advisory Council (NIAC), advising the White House on how to reduce physical and cyber risks and improve the security and resilience of the nation’s critical infrastructure sectors. She has received numerous industry awards and honors, including being inducted of CSO Hall of Fame for her work advancing the CSO/CISO role, securing businesses and inspiring others in the industry. Ms. DeFiore holds a BS in Biology from Kent State University.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Ms. DeFiore’s knowledge in cybersecurity, technology and risk management as a senior leader with notable public companies and industry groups 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.

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GOVERNANCE Table of Contents

	ANDREW M. LEITCH	Age	80	Director since February 2004
	Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)
	INDEPENDENT DIRECTOR Class B	Current Term Expires 2024
	Blackbaud Board Committees Nominating and Corporate Governance (Chair), Audit, Compensation, Risk Oversight	Other Public Boards None

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Mr. Leitch joined the Board of Directors in February 2004 and has served as our Chairman since July 2009. Mr. Leitch was with Deloitte & Touche LLP, an accounting firm, for over 27 years, serving in various senior roles including Regional Partner for Asia. Mr. Leitch has served on the board of directors of STR Holdings, Inc. since November 2009. He served on the board of directors of Gene Biotherapeutics, Inc. from August 2007 through May 2020. Mr. Leitch has also served as director of various private equity portfolio companies, including several in the Hellman & Friedman LLC and JMI Equity portfolios over time, including companies such as Vertafore, Inc. and ServiceNow, Inc., within the software sector. He is a licensed CPA in the State of New York and a Chartered Accountant in Ontario, Canada.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Leitch’s experience in auditing and accounting, corporate governance, previous board service on various other public companies as well as his leadership as our Board Chairman since July 2009, led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.

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	KRISTIAN P. TALVITIE	Age	54	Director since January 2024
	Executive Vice President and Chief Financial Officer of PTC, Inc.
	INDEPENDENT DIRECTOR Class B	Current Term Expires 2024
	Blackbaud Board Committees Audit (Chair)	Other Public Boards None

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Mr. Talvitie has served as Executive Vice President and Chief Financial Officer of PTC, Inc., a global industrial and manufacturing software company, since May 2019, and was previously at PTC from 2008 to 2016 in several roles including Corporate Vice President of Finance and Vice President of Investor Relations and Corporate Communications. Before returning to PTC in 2019, he served as Chief Financial Officer of Syncsort, Inc. (currently Precisely Holdings, LLC), a privately held provider of data integrity SaaS services, from October 2018 through April 2019. Prior to that, he served as Chief Financial Officer of Sovos Compliance, LLC, a global provider of tax, compliance and trust solutions and services, from July 2016 through October 2018. He holds an MS in Management from Boston University and a BA in Psychology from Allegheny College.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Talvitie’s knowledge and experience in leading large organizations in the information technology industry, accounting and finance and business operations led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.

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Biographies of Our Directors Not Up For Re-election At This Meeting

	MICHAEL P. GIANONI	Age	63	Director since January 2014
	Chief Executive Officer, President and Vice Chairman of the Board of Blackbaud, Inc.
	NON-INDEPENDENT DIRECTOR Class C	Current Term Expires 2025
	Blackbaud Board Committees None	Other Public Boards Teradata Corporation

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Mr. Gianoni joined us as Chief Executive Officer and President in January 2014 and was appointed Vice Chairman of the Board in January 2024. Prior to joining us, he served as Executive Vice President and Group President, Financial Institutions at Fiserv, Inc., a global technology provider serving the financial services industry, from January 2010 to December 2013. He joined Fiserv as President of its Investment Services division in December 2007. Mr. Gianoni was Executive Vice President and General Manager of CheckFree Investment Services, which provided investment management solutions to financial services organizations, from June 2006 until December 2007 when CheckFree was acquired by Fiserv. From May 1994 to November 2005, he served as Senior Vice President of DST Systems Inc., a global provider of technology-based service solutions. Mr. Gianoni is a member of the Board of Directors of Teradata Corporation, a publicly traded global big data analytics company, and has been Chairman of the Board since February 2020. Mr. Gianoni has served on several nonprofit boards across several segments, including relief organizations, hospitals and higher education. He currently is a board member of the International African American Museum. He holds an AS in electrical engineering from Waterbury State Technical College, a BS with a business concentration from Charter Oak State College, and an MBA and an honorary Doctorate from the University of New Haven.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Gianoni's unique knowledge and experience in the technology industry and his experience with nonprofit organizations, as well as his leadership as our CEO and President since January 2014, led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.

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	YOGESH K. GUPTA	Age	63	Director since December 2022
	President and Chief Executive Officer of Progress Software Corporation, Inc.
	INDEPENDENT DIRECTOR Class A	Current Term Expires 2026
	Blackbaud Board Committees Compensation Committee	Other Public Boards Progress Software Corporation, Inc.

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Mr. Gupta joined the Board of Directors in December 2022. Mr. Gupta has served as the President and Chief Executive Officer of Progress Software Corporation, Inc., a provider of application development and infrastructure software, since October 2016 and is a member of its Board of Directors. He previously served as President and Chief Executive Officer at Kaseya, Inc., a software company providing IT management software solutions to managed service providers, from June 2013 to July 2015. Prior to that, he served as the President and Chief Executive Officer of FatWire Software, Inc. (acquired by Oracle Corporation in 2011), a marketing automation software company, from August 2007 to July 2011. Mr. Gupta co-authored the MassTLC 2030 Challenge – an initiative to drive the doubling of the percentage representation of BIPOC employees in tech companies in Massachusetts by 2030. He also holds a patent in the field of neural networks. Mr. Gupta serves on the boards of Beth Israel Lahey Health System and Massachusetts Technology Leadership Council (MassTLC). He holds a BS in electronics engineering from the Indian Institute of Technology, Madras and an MCS from the University of Wisconsin.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Gupta's extensive software industry background, commitment to technology for social good and proficiency in innovation and leadership 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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	RUPAL S. HOLLENBECK	Age	52	Director since December 2022
	President of Check Point Software Technologies, Inc.
	INDEPENDENT DIRECTOR Class A	Current Term Expires 2026
	Blackbaud Board Committees Nominating and Corporate Governance	Other Public Boards None

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Ms. Hollenbeck joined the Board of Directors in December 2022. Ms. Hollenbeck is currently President of Check Point Software Technologies, Inc., a provider of cybersecurity solutions to governments and corporate enterprises globally, having joined the company in March 2022. She previously served as a member of Check Point’s Board of Directors from January 2021 to March 2022. She previously served as Vice President and Chief Marketing Officer at Cerebras Systems, Inc., an artificial intelligence hardware start-up in Silicon Valley, from March 2021 to March 2022. Prior to that, Ms. Hollenbeck served as Senior Vice President & Chief Marketing Officer at Oracle Corporation, an American multinational computer technology corporation, from September 2018 to January 2020. Prior to joining Oracle, she was with Intel Corporation for over 23 years and held many senior leadership positions including Corporate Vice President and General Manager of Global Data Center Sales and Vice President and General Manager of Intel China. Ms. Hollenbeck is a founding member of Neythri, a non-profit organization dedicated to the professional advancement of South Asian women and is a founding limited partner in the venture capital firm Neythri Futures Fund. Ms. Hollenbeck is also the industry advisor for the Women in Leadership Program at California State University East Bay. She serves on the Board of Directors of The Asian Pacific Fund, a non-profit organization in Silicon Valley. She holds a BS in Finance and International Studies from Boston College and an MBA in International Management from the Thunderbird School of Global Management at Arizona State University.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Ms. Hollenbeck's expertise in cybersecurity solutions, artificial intelligence hardware and global enterprises, as well as her passion for inclusive organizations and women’s development led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that she is well qualified to serve as a director of our Company.

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	D. ROGER NANNEY	Age	66	Director since October 2021
	Vice Chairman and Senior Partner of Deloitte LLP (Retired)
	INDEPENDENT DIRECTOR Class C	Current Term Expires 2025
	Blackbaud Board Committees Audit Committee	Other Public Boards None

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Mr. Nanney joined the Board of Directors in October 2021. Prior to joining us, he was Vice Chairman and Senior Partner of Deloitte LLP, an accounting firm, from June 2018 until his retirement in May 2020. Prior to that, he served as Vice Chairman and US National Managing Partner, Deloitte Private, from June 2012 through May 2018. Mr. Nanney joined Deloitte in August 1982 and served as a partner, including various other senior leadership roles, beginning in June 1990. Mr. Nanney is a member of the board of directors of privately held Freeman Company and serves as advisory board member for Stephen Gould Corporation. He is also a Trustee and Chairman of the University of South Carolina Business Partnership Foundation. Mr. Nanney was a leader in the effort to develop the AT&T Performing Arts Center in Dallas TX, ultimately serving as Board Chair. He was Board Chair and Campaign Chair for United Way of Metropolitan Dallas and United Way of Tampa Bay and served as a board member of the United Way of America. Mr. Nanney holds BS in Business Administration and MACC degrees from the University of South Carolina. He is a CPA, CMA and a member of National Association of Corporate Directors.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Nanney’s experience in auditing and accounting, corporate governance, and his senior leadership roles and operational experience in large organizations led to the conclusion of our Nominating and Corporate Governance Committee, and of our full Board, that he is well qualified to serve as a director of our Company.

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	SARAH E. NASH	Age	70	Director since July 2010
	Owner, Chair and CEO of Novagard, Inc.
	INDEPENDENT DIRECTOR Class C	Current Term Expires 2025
	Blackbaud Board Committees Compensation (Chair), Nominating and Corporate Governance	Other Public Boards Bath & Body Works, Inc.

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Biography

Ms. Nash joined the Board of Directors in July 2010. Since 2018, Ms. Nash has served as Chairman and CEO of Novagard, Inc. and is the owner of this 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 Bath & Body Works (BBWI is a NYSE listed company) where she served as Executive Chair from February 2022 to January 2023 and as the Interim CEO from May 2022 to November 2022. Prior to being appointed Executive Chair, she served as Chair of the Board between May 2020 and February 2022 after having joined the Board in May 2019. Ms. Nash also serves on the board of directors of privately held HBD Industries, Inc. 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 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.

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Retiring Director

	GEORGE H. ELLIS	Age	75	Director since March 2006
	Chief Financial Officer of Accumen, Inc.
	INDEPENDENT DIRECTOR Class B	Current Term Expires 2024
	Blackbaud Board Committees Audit, Nominating and Corporate Governance	Other Public Boards Liquidity Services, Inc.

Leadership	Accounting & Finance	Technology & Software Industries	Nonprofit Industry	Public Company Board Service	Corporate Governance	Business Development & Corporate Transactions	Business Operations	ESG	Cybersecurity

Mr. Ellis will be retiring from the Board effective upon the conclusion of the 2024 Annual Meeting. The Company and our Board would like to recognize and thank Mr. Ellis for his many years of dedicated 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., formerly as Chairman of its Audit Committee and currently as a member of the Audit and Nominating and Governance Committees. 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, his experience with financial, auditing and legal matters, as well as with nonprofit companies, and his commitment to cybersecurity oversight education 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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BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors currently comprises nine members, namely Chairman Andrew M. Leitch, Vice Chairman Michael P. Gianoni, Deneen M. DeFiore, George H. Ellis, Yogesh K. Gupta, Rupal S. Hollenbeck, D. Roger Nanney, Sarah E. Nash and Kristian P. Talvitie. George H. Ellis will serve as a director until his retirement from the Board on June 12, 2024 in accordance with the tenure limits set forth in the Company's Corporate Governance Guidelines.

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 and has recently appointed Mr. Gianoni to serve as Vice Chairman of the Board of Directors. 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 eight directors are independent within the meaning of Rule 5605(a)(2) of the Nasdaq Marketplace Rules: Ms. DeFiore, Mr. Ellis, Mr. Gupta, Ms. Hollenbeck, Mr. Leitch, Mr. Nanney, Ms. Nash and Mr. Talvitie. As part of such determination of independence, the Board has affirmatively determined that none of these directors has a relationship with the Company or the Company's management that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. Mr. Gianoni, our CEO, President and Vice Chairman of the Board, is the only member of management serving as a director.

Each Board committee is composed entirely of independent directors in accordance with Rule 5605(a)(2) of the Nasdaq Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), as applicable. The Board and each committee have the authority to obtain, at the Company's expense, the advice and assistance from independent advisors, experts and others as they may deem necessary, and to the extent they engage any such advisors they consider the independence of such advisors and any conflict of interest that may exist.

Furthermore, our Compensation Committee consists entirely of independent directors in accordance with Nasdaq Marketplace Rule 5605(d)(2)(A). The Board has also determined that each member of the Compensation Committee qualifies as a "non-employee director" under Rule 16b-3 of the Exchange Act.

Director Independence

(88.9% Independent)

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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 and tenure, director access to executive officers and employees, and CEO performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.

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 Chief Accounting Officer, 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 2023, the Board of Directors held ten meetings. Each of our current directors attended at least 75% of the aggregate of all meetings of the Board and of all the committees on which he or she served during 2023.

The Board has established four standing committees. The following table provides membership and meeting information for each of the committees during 2023.

Name	Audit Committee			Compensation Committee		Nominating and Corporate Governance Committee	Risk Oversight Committee
Deneen M. DeFiore(1)							l
George H. Ellis(2)		l	†			l
Michael P. Gianoni
Yogesh K. Gupta					l
Rupal S. Hollenbeck						l
Andrew M. Leitch(3)		l	†		l	l	l
D. Roger Nanney		l	†
Sarah E. Nash					l	l
Kristian P. Talvitie(4)		l	†
2023 Meetings		13			5	4	4

l	-	Committee Chair
†	-	Audit Committee Financial Expert

(1)Ms. DeFiore was named Chair of the Risk Oversight Committee effective April 1, 2024.

(2)Mr. Ellis stepped down as Chair of the Audit Committee effective April 1, 2024 and will be retiring from the Board effective upon the conclusion of the 2024 Annual Meeting.

(3)Mr. Leitch stepped down as Chair of the Risk Oversight Committee effective April 1, 2024.

(4)Mr. Talvitie joined the Board of Directors and the Audit Committee effective January 11, 2024, was designated as an Audit Committee Financial expert in March 2024 and was named Chair of the Audit Committee effective April 1, 2024.

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 2023 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.

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AUDIT COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee assists the Board in its oversight of:
	l	the integrity of our financial statements;
Kristian P. Talvitie† (Chair)(1) George H. Ellis†(2) Andrew M. Leitch† D. Roger Nanney†	l	the performance of our internal audit function;
	l	the qualifications, independence and performance of our independent registered public accounting firm, for whose appointment the Committee bears primary responsibility;
	l	the review of our annual audited financial statements and quarterly financial statements;
	l	the review of our capital management;
2023 Meetings: 13	l	the review of our public disclosures related to earnings, guidance, cybersecurity incidents and other matters as appropriate; and
† Audit Committee     Financial Expert
	l	the review of our compliance with certain financial, regulatory and legal requirements.

(1)Mr. Talvitie joined the Audit Committee effective January 11, 2024, was designated as an Audit Committee Financial expert in March 2024 and was named Chair of the Audit Committee effective April 1, 2024.

(2)Mr. Ellis stepped down as Chair of the Audit Committee effective April 1, 2024 and will be retiring from the Board effective upon the conclusion of the 2024 Annual Meeting.

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 78 of this Proxy Statement.

COMPENSATION COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee:
	l	reviews and approves all compensation decisions relating to our executive officers, including approving the compensation decisions for the CEO;
Sarah E. Nash (Chair) Yogesh K. Gupta Andrew M. Leitch	l	annually reviews and approves the compensation of our non-employee members of the Board of Directors;
	l	periodically reviews and makes recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans;
2023 Meetings: 5	l	periodically reviews and makes recommendations to the Board of Directors with respect to stock ownership guidelines for the Company's executive officers and non-employee directors;
	l	administers and amends the Company's various incentive compensation and other similar plans; and
	l	administers and enforces the Company's executive incentive compensation clawback policy; and
	l	reviews and assesses on a periodic basis the Company's compliance with laws and regulations relating to compensation and employee benefits, and other human resource matters.

Compensation Decisions

In evaluating incentive and other compensation and equity-based plans, the Compensation Committee carefully considers the feedback from our stockholders through the results of the most recent non-binding stockholder advisory ("Say-on-Pay") vote on NEO compensation as well as through our communications with stockholders throughout the year and the recommendations of its independent compensation consultant. As part of its review, the Compensation Committee also considers compensation data with respect to the executive officers' counterparts at the companies in our compensation peer group and the recommendations of the CEO regarding compensation for those executive officers reporting directly to him as well as our other officers. See “Compensation Discussion and Analysis” beginning on page 38 of this Proxy Statement.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee has responsibility for:
	l	identifying individuals qualified to become Board members;
Andrew M. Leitch (Chair) George H. Ellis(1) Rupal S. Hollenbeck Sarah E. Nash	l	recommending to the Board director nominees for the next Annual Meeting of Stockholders;
	l	reviewing the qualifications and independence of the members of the Board and its various committees;
	l	recommending to the Board the Corporate Governance Guidelines and reviewing such Guidelines on a regular basis to ensure compliance with sound corporate governance practices and legal, regulatory and Nasdaq requirements;
2023 Meetings: 4	l	leading the Board and its committees in their annual self-evaluation process;
	l	reviewing our Company’s governance scores and ratings from third parties; and
	l	overseeing our Company's corporate responsibility and ESG matters, including evaluating the Company's integration of ESG principles into business strategy and decision-making and reviewing reports published by the Company on ESG matters.

(1)Mr. Ellis will be retiring from the Board effective upon the conclusion of the 2024 Annual Meeting.

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 identity, age, cultural background and professional experience, and independence. With the assistance of an independent search firm, the Committee regularly identifies individuals who have 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.

Stockholder Nominations of Directors

Our Bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director must deliver written notice of the nomination to the Corporate Secretary at our principal executive offices and any such notice must comply with the provisions set forth in our Bylaws, including the requirements as to the timing for providing such notice and the information to be included in the notice. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will evaluate a nominee recommended by a stockholder in the same manner in which the Committee evaluates nominees recommended by other persons as well as its own nominee recommendations.

CEO and Executive Management Succession Planning

Assuring we have appropriate executive management talent to successfully pursue our strategies is one of the Board's primary responsibilities. To this end, at least annually, the Board discusses succession planning for our CEO and the remainder of our executive management. To help fulfill the Board's responsibility, pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for ensuring that we have in place appropriate planning to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO provides the Board with recommendations and evaluations of potential successors, along with a review of their development plans when the individuals are internal candidates.

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Board Tenure and Refreshment

We believe that a variety of tenures on our Board helps to provide an effective mix of deep experience and fresh perspective to our boardroom. In December 2023, the Board amended the tenure limits for its independent directors within our Corporate Governance Guidelines, which state that an independent director of the Company will not be nominated for election as a director if he or she has, or will have, served on the Board for twelve years or more as of the date scheduled for his or her next election. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee may recommend to the Board that, based on specific circumstances the director's tenure should be extended beyond twelve years of service. The Board may in such case waive or modify the retirement date if it determines that there is good cause to do so and that such action would be in the best interests of the Company and its stockholders. For example, the Board recently determined that Andrew Leitch's exemplary service and extensive experience as a director of the Company, including as Chairman of the Board, provide valuable benefits to the Board, the Company and our stockholders, particularly in light of significant recent Board refreshment.

Therefore, the Board waived the foregoing tenure limits to allow Mr. Leitch to be nominated for one additional three-year term as a director. If all director nominees are elected at the 2024 Annual Meeting, the average tenure of Blackbaud directors will be 4.8 years after considering the upcoming retirement of Mr. Ellis.

Director Tenure

(as of April 15, 2024)

Board Diversity Matrix (as of April 15, 2024)

The following diversity statistics assume that all director nominees will be elected at the 2024 Annual Meeting and reflect the upcoming retirement of Mr. Ellis.

Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	3	5
Part II: Demographic Background
Asian	1	1
White	2	4

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GOVERNANCE Table of Contents

RISK OVERSIGHT COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee assists the Board in its oversight of:
	l	the Company's risk management, compliance and control activities as they relate to information technology security;
Deneen M. DeFiore (Chair)(1) Andrew M. Leitch(2)	l	the Company's cybersecurity risks, including the Company's cyber risk management practices, adequacy of cyber-insurance, adequacy of an incident response plan and the Company's ability to respond to a cyber breach;
2023 Meetings: 4	l	the Company's systems of operational controls regarding certain legal and regulatory compliance; and
	l	the compliance with certain legal and regulatory requirements applicable to the Company.

(1)Ms. DeFiore was named Chair of the Risk Oversight Committee effective April 1, 2024.

(2)Mr. Leitch stepped down as Chair of the Risk Oversight Committee effective April 1, 2024.

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.

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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.

For 2023, the annual compensation for our non-employee directors consisted of the following components:

Component	Amount and Description
Annual Cash Retainer(1)	$60,000
Annual Equity Awards	Approximately $235,000 in RSAs that vest in full 1) on the first anniversary of the date of grant, provided that the director is still serving as a member of the Board of Directors or, 2) if the director does not stand for re-election at the end of their term, and provided that the director is then still serving as a member of the Board of Directors, vesting will occur immediately upon the end of such term. Recipients of RSAs have the right to vote such shares.
Board Chair Fee(1)(2)	$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.

(2)Based on a review of the competitive market, the Compensation Committee increased the board chair fee from $100,000 to $105,000 effective January 1, 2024.

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GOVERNANCE Table of Contents

2023 Director Compensation Table

The following table sets forth the total compensation paid to each of our non-employee directors in 2023. 

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		All Other Compensation ($)		Total ($)
Deneen M. DeFiore	$	70,000	$	241,725	$	—	$	311,725
George H. Ellis	105,000		241,725		—		346,725
Yogesh K. Gupta	75,000		241,725		—		316,725
Rupal S. Hollenbeck	75,000		241,725		—		316,725
Andrew M. Leitch	220,000		241,725		—		461,725
D. Roger Nanney	75,000		241,725		—		316,725
Sarah E. Nash	95,000		241,725		—		336,725

(1)On August 1, 2023, we granted each of our non-employee directors then serving 3,220 RSAs with a grant date fair value of $241,725, 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 2023.

(2)The following table shows the aggregate number of RSAs and shares held by our non-employee directors as of December 31, 2023 (no shares were received upon the exercise of options):

Name	Number of RSAs and Shares Held
Ms. DeFiore	7,333
Mr. Ellis	8,451
Mr. Gupta	5,530
Ms. Hollenbeck	5,530
Mr. Leitch	33,465
Mr. Nanney	9,883
Ms. Nash	26,977

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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, 2023, 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, 2023:

Name	Stock Ownership Requirement		Number of Shares or RSAs Owned(1)	Value of Shares or RSAs Owned(2)		Ownership as a Multiple of Requirement(2)
Ms. DeFiore(3)	$	—	7,333	$	635,771	—
Mr. Ellis	200,000		8,451	732,702		4x
Mr. Gupta(4)	—		5,530	479,451		—
Ms. Hollenbeck(5)	—		5,530	479,451		—
Mr. Leitch	200,000		33,465	2,901,416		15x
Mr. Nanney(6)	—		9,883	856,856		—
Ms. Nash	200,000		26,977	2,338,906		12x

(1)Includes vested and unvested shares of our common stock subject to RSAs beneficially owned.

(2)Based on $86.70 per share, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of that fiscal year.

(3)Ms. DeFiore joined the Board of Directors effective July 25, 2022. Since Ms. DeFiore had been a director of the Company for less than three years as of December 31, 2023, she was not required to meet an ownership target. However, as of December 31, 2023, Ms. DeFiore achieved 6x the three-year requirement.

(4)Mr. Gupta joined the Board of Directors effective December 8, 2022. Since Mr. Gupta had been a director of the Company for less than three years as of December 31, 2023, he was not required to meet an ownership target. However, as of December 31, 2023, Mr. Gupta achieved 5x the three-year requirement.

(5)Ms. Hollenbeck joined the Board of Directors effective December 8, 2022. Since Ms. Hollenbeck had been a director of the Company for less than three years as of December 31, 2023, she was not required to meet an ownership target. However, as of December 31, 2023, Ms. Hollenbeck achieved 5x the three-year requirement.

(6)Mr. Nanney joined the Board of Directors effective October 1, 2021. Since Mr. Nanney had been a director of the Company for less than three years as of December 31, 2023, he was not required to meet an ownership target. However, as of December 31, 2023, Mr. Nanney achieved 9x the three-year requirement.

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 “2023 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, 2023, 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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ENVIRONMENTAL, SOCIAL AND GOVERNANCE RESPONSIBILITY

One of Blackbaud’s company values is “powered by purpose.” Our employees worldwide are energized by our opportunity to fuel social impact. As the leading software provider dedicated to powering social impact, we’re expanding what is possible across the nonprofit and private sectors, whether at companies committed to social responsibility, schools and higher education institutions, nonprofit organizations or through the efforts of individual people determined to make a difference. We are committed to strengthening the environmental and social impact we make through the way we operate our business, setting high standards and reporting transparency on the efforts we are making in priority areas including people and culture, fueling social impact through our products and services, driving climate solutions and governance, cybersecurity and data responsibility.

People and Culture

We benefit from an engaged employee population motivated to join Blackbaud by our values and the work to support organizations and individuals driving social impact. Our culture is one that embraces remote-first flexibility, which offers our employees opportunities to develop, grow and lead regardless of location. We are committed to ensuring our company is a great place to work with a focus on employee engagement, development, well-being, inclusion and our long history of commitment to philanthropic work.

We care about our people as individuals. We subscribe to a total rewards philosophy with a focus on overall well-being and pay-for-performance. We place significant importance on providing well-being benefits that support the emotional, social, intellectual, physical and financial well-being of employees and their families to enable them to thrive as they help our customers drive impact.

Our talent development approach at Blackbaud spans the full lifecycle of employees, beginning from the moment an employee accepts a position to alumni. We ensure that all employees have opportunities to support their career development through a variety of programs, and prioritize internal mobility. Blackbaud’s continued growth has provided new opportunities for employees’ career paths, with teams led by managers who care and empower their people to innovate and take on new projects.

We drive social impact 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, grantmaking and volunteerism, we support causes that are meaningful to our employees and to the Company.  Approximately 90% of employees say the fact that Blackbaud operates in a socially responsible manner is important to them. Through the Blackbaud Institute, we elevate the social good sector 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.

90% According to our Blackbaud 2023 Employee Pulse Survey, 90% of employees say the fact that Blackbaud operates in a socially responsible way is important to them.

By engaging with our Inclusion & Sustainability Council, 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 continued investment in hiring and promoting the best talent regardless of zip codes further supports our ability to focus on inclusion. We believe that Affinity Groups (AGs) provide enriching personal and professional networks for Blackbaud employees with common affinities, and engage leadership in dialogue aimed at enhancing the customer and employee experiences.

We are also committed to strategic partnerships and philanthropic investments that strengthen our global workforce. We are very proud to provide a multi-year gift starting in 2023 to five outstanding global organizations focused on workforce diversity and economic empowerment for underrepresented groups. Our employees will engage with these organizations throughout the partnership via learning and service opportunities. More information on this investment can be found in the Corporate Responsibility section of our website.

Fueling Social Impact

With four decades of expertise and powerful data intelligence-driving insight, and an ever-growing network of partners and developers accelerating flexibility, our solutions fuel social impact across the globe through fundraising, financial management, grantmaking, digital giving, corporate social responsibility, education management and more. We serve a vast array of organizations and teams including the nonprofit and education sectors, purpose-led companies and individual change makers.

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Table of Contents GOVERNANCE

We empower individual change makers with the trusted tools they need to create the world they want to see. We equip nonprofit and charitable organizations of every size with the essential software to fuel their social impact. We partner with our customers to deliver impact through critical skills education in K-12 schools and communities on urgent topics including financial literacy, health and wellness, digital literacy and more. Relying on our software, our customers are changing the world by delivering impact in health, education, arts and culture and environmental causes.

Driving Climate Solutions

We believe we have a responsibility to act in the fight against climate change – it's both the right thing to do and necessary to ensure the future stability of our business and customers. That’s why Blackbaud takes proactive action to protect the environment, both in our internal sustainable business practices and our external engagements. We drive change through decarbonization, responsible operations and strategic environmental partnerships.

We have significantly reduced our Scope 1 and 2 emissions year over year since 2019 with our shift to a digital-first workforce strategy and ongoing efficiency improvements in our global headquarters facility. In 2023, as in 2021 and 2022, we plan to achieve carbon neutrality across our business operations through a combination of on-site solar power generation at our global headquarters, Environmental Attribute Certificates (EACs) and reforestation carbon offset projects.

We are also motivated to partner with and invest in climate organizations making real impact. We are pleased to continue our investment in companies like Project Drawdown, a nonprofit focused on solutions to climate change. Partnerships like this allow us to expand our climate reach beyond our own footprint.

We are proud of our accomplishments and are excited to share our progress in more detail in our 2022 Environmental, Social and Governance report (currently available) and our 2023 Environmental, Social and Governance report (expected to be available in May 2024). The most current report available can be found in the Corporate Responsibility section of our website.

Governance, Cybersecurity and Data Responsibility

Governance, cybersecurity and data responsibility is a critical part of our business and obligation to our stockholders and other stakeholders. We are committed to operating our business with integrity with a focus on corporate governance, ESG oversight, ethics and transparency, human rights, responsible sourcing, health and safety and risk management. We also believe our customers’ trust is a top priority. We are committed to providing them the confidence that their technology and data are secure with continued focus and investments in our cybersecurity program in areas of expertise, process, talent and technology.

Because technology, data and information security is a top priority at Blackbaud, we maintain and continuously assess and strengthen our cybersecurity program. Comprehensive cybersecurity risk management, including identification, analysis and response to risks affecting our business and our customers, provides the foundation for our program. We utilize a four-prong strategy for assessing, identifying and managing material risks from cybersecurity threats that focuses on operational security, product security, cybersecurity incident response and ongoing evaluation of changing regulations.

In addition, we incorporate data and privacy protection education into the customer experience through ongoing resources such as best practices content, one-on-one consultations with customer success managers and bbcon® sessions. We also participate in global communities and conference platforms to share information and present on best practices to improve the industry’s security awareness posture. In addition, Blackbaud employees are all engaged in on-going security and privacy awareness training campaigns to ensure they are empowered to protect both Blackbaud’s and our customers’ data.

Blackbaud maintains a defined program and dedicated team that provides security oversight of its third-party service providers. We also regularly engage outside consultants and experts to assist us regarding our cybersecurity program.

Our multi-level cybersecurity governance and risk management structure begins with our Operational Risk Compliance and Security (“ORCAS”) Committee consisting of cross-functional management representatives throughout our Company. The ORCAS Committee receives detailed cybersecurity information from key security personnel and reports at least quarterly up through our Risk Steering Committee, which is made up of executives and senior management from various Blackbaud departments. The Risk Steering Committee reports to the Risk Oversight Committee of our Board of Directors at the regular quarterly meetings, or more frequently as needed. The Risk Oversight Committee communicates as appropriate with the full Board of Directors, which is ultimately responsible for cybersecurity risk oversight.

Additionally, our cybersecurity Incident Response plan timely informs our Cybersecurity Incident Subcommittee on active cybersecurity incidents that are potentially material. Our Cybersecurity Incident Subcommittee is part of our Disclosure Committee, which is appointed by our Chief Executive Officer and Chief Financial Officer to assist our executives in their responsibility for oversight of the accuracy and timeliness of the disclosures made by Blackbaud.

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GOVERNANCE Table of Contents

More information on cybersecurity governance and risk management can be found in Item 1C in our Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024. More information on our governance and risk management policies and practices generally can be found under Board of Directors and Committees beginning on page 22.

34 2024 Proxy Statement

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 March 25, 2024. As of March 25, 2024, there were 51,644,189 shares of our common stock outstanding.

Name and Address	Total Shares Beneficially Owned	Percentage Beneficially Owned(1)
Clearlake Capital Group, L.P.(2)	9,751,837	18.88	%
233 Wilshire Boulevard, Suite 800
Santa Monica, California 90401
The Vanguard Group, Inc.(3)	5,574,584	10.79	%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
BlackRock, Inc.(4)	5,549,640	10.75	%
50 Hudson Yards
New York, New York 10001
Morgan Stanley(5)	4,147,877	8.03	%
1585 Broadway
New York, New York 10036
Janus Henderson Group plc(6)	2,787,519	5.40	%
201 Bishopsgate
London, EC2M 3AE, United Kingdom

(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 March 25, 2024.

(2)Based solely on information contained in Schedule 13D/A filed with the SEC on March 29, 2023, reporting that as of March 29, 2023, Clearlake Capital Group, L.P. ("Clearlake Capital"), José Enrique Feliciano and Behdad Eghbali each had shared voting and dispositive power over 9,751,837 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 to Clearlake Partners. Messrs. Feliciano and Eghbali are Managing Partners of Clearlake Capital.

(3)Based solely on information contained in Schedule 13G/A filed with the SEC on February 13, 2024, reporting that as of December 29, 2023, The Vanguard Group, Inc. had shared voting power over 80,401 shares, sole dispositive power over 5,447,662 shares and shared dispositive power over 126,922 shares.

(4)Based solely on information contained in Schedule 13G/A filed with the SEC on January 24, 2024, reporting that as of December 31, 2023, BlackRock, Inc. had sole voting power over 5,496,611 shares and sole dispositive power over 5,549,640 shares.

(5)Based solely on information contained in Schedule 13G/A filed with the SEC on February 12, 2024 reporting that as of December 31, 2023, Morgan Stanley had shared voting power over 3,872,094 shares and shared dispositive power over 4,092,569 shares and Atlanta Capital Management Company, LLC ("Atlanta Capital") had shared voting power over 3,684,835 shares and shared dispositive power over 3,850,310 shares. Morgan Stanley is a parent holding company and the shares may be deemed to be beneficially owned by Atlanta Capital, a wholly-owned subsidiary of Morgan Stanley.

(6)Based solely on information contained in Schedule 13G/A filed with the SEC on February 13, 2024, reporting that as of December 31, 2023, Janus Henderson Group plc. had shared voting and dispositive power over 2,787,519 shares due to its ownership of Janus Henderson Investors U.S. LLC, Janus Henderson Investors UK Limited and Janus Henderson Investors Australia Institutional Funds Management Limited.

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STOCK OWNERSHIP Table of Contents

Executive Officers and Directors

The following table sets forth information regarding beneficial ownership of our common stock by each individual named in the 2023 Summary Compensation Table on page 55, each director, and our current executive officers and directors as a group, all as of March 25, 2024. 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.

Name	Shares Owned	Total Shares Beneficially Owned	Percentage Beneficially Owned
David J. Benjamin	91,158	91,158	*
Anthony W. Boor	161,368	161,368	*
Deneen M. DeFiore	7,333	7,333	*
George H. Ellis	8,451	8,451	*
Michael P. Gianoni	402,060	402,060	*
Kevin P. Gregoire	133,641	133,641	*
Yogesh K. Gupta	5,530	5,530	*
Rupal S. Hollenbeck	5,530	5,530	*
Andrew M. Leitch	33,465	33,465	*
Kevin R. McDearis	86,008	86,008	*
D. Roger Nanney	9,883	9,883	*
Sarah E. Nash	26,977	26,977	*
Kristian P. Talvitie	1,317	1,317	*
All current executive officers and directors as a group (14 persons)	1,009,349	1,009,349	1.95	%

*Less than one percent.

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 2023, all our executive officers, directors and, to our knowledge, 10% stockholders complied with all applicable Section 16(a) filing requirements, with the exception of Mr. Benjamin, who filed a Form 4 on March 1, 2023 reporting the acquisition of performance restricted stock units (“PRSUs”) on February 24, 2023 representing an aggregate of 15,663 shares; Mr. Boor, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 20,690 shares; Mr. Gianoni, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 53,274 shares; Mr. Gregoire, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 16,152 shares; Mr. McDearis, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 16,002 shares; Mr. Mooney, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 15,049 shares; Mr. Olson, who filed a Form 4 on March 1, 2023 reporting the acquisition of PRSUs on February 24, 2023 representing an aggregate of 9,383 shares; Mr. Benjamin, who filed a Form 4 on August 9, 2023 reporting the acquisition of PRSUs on August 5, 2023 representing an aggregate of 9,085 shares and reporting the forfeiture of an aggregate of 4,001 shares to the Company in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs and restricted stock awards; and Mr. Gregoire, who filed a Form 4 on August 9, 2023 reporting the acquisition of PRSUs on August 5, 2023 representing an aggregate of 9,085 shares and reporting the forfeiture of an aggregate of 4,030 shares to the Company in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs and restricted stock awards.

36 2024 Proxy Statement

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 38 of this Proxy Statement.

Background

The Board recognizes the interest our stockholders have expressed in how we compensate our NEOs. A new advisory vote on the frequency of the Say-on-Pay vote is required every 6 years. At the 2023 Meeting of Stockholders, in accordance with the Board’s recommendation, our stockholders endorsed holding an annual 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 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. Although 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 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the 2023 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 2024 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 23 of this Proxy Statement for additional information.

ü The Board of Directors unanimously recommends that stockholders vote, on an advisory basis, FOR the 2023 compensation of our named executive officers.

The voting requirements for this Proposal 2 are described under "Additional Information" on page 82 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 2023, who were:

Name	Title
Michael P. Gianoni	Chief Executive Officer, President and Vice Chairman of the Board
Anthony W. Boor	Executive Vice President and Chief Financial Officer
David J. Benjamin	Executive Vice President and Chief Commercial Officer
Kevin P. Gregoire	Executive Vice President and Chief Operating Officer
Kevin R. McDearis	Executive Vice President and Chief Technology Officer

Executive Summary

Our executive compensation program is designed to reward our executive management for effectively creating stockholder value.

2023 Business Highlights

We believe that through the strength of our business model and executive leadership team, we delivered on our strategic priorities in 2023. In particular, we:

•Made substantial progress on our five-point operating plan spanning all areas of the business including: 1) Product Innovation and Delivery; 2) Bookings Growth and Acceleration; 3) Transactional Revenue Optimization and Expansion; 4) Modernized Approach to Pricing and Multi-year Contracts; and 5) Keen Attention to Cost Management. This five-point plan drove accelerated revenue growth and greatly increased profitability in 2023;

•Achieved Rule of 40 in the third and fourth quarters of 2023, earlier than previously anticipated;

•Reduced our debt to EBITDA ratio from 3.0 in the first quarter of 2023 to 2.0 in the fourth quarter of 2023, enabling the Company to resume returning capital to stockholders in the form of stock repurchases beginning in December 2023. As part of this initiative, Blackbaud increased its stock repurchase authorization to $500 million in January 2024 and intends to repurchase between 7% and 10% of outstanding common stock in 2024;

•Launched a major new wave of Blackbaud’s Intelligence for Good® strategy, with an extensive agenda of initiatives and investments to be implemented on a rolling basis, targeted at making artificial intelligence (AI) more accessible, powerful and responsible across the social impact sector. In 2023 we announced new generative AI capabilities for JustGiving®, the development of Impact Edge™ for our corporate customers, and the release of Prospect Insights Pro for Blackbaud Raiser's Edge NXT®;

•Completed a strategic investment in Momentum, a generative AI startup for social impact, a Blackbaud partner, and a graduate of Blackbaud's Social Good Startup tech accelerator program;

•Appointed Todd Lant as Chief Customer Officer. Lant, a 20-year Blackbaud veteran, leads the global customer success team to drive customer value and outcomes; and

•Surpassed £6 billion ($8.5 billion) in donations on the JustGiving platform (since 2000).

These accomplishments contributed to a year of solid financial performance for us. In comparison to fiscal year 2022, we:

•Increased total revenue by 4.5%;

•Grew recurring revenue to 96.9% of total revenue;

•Achieved a Gross Dollar Retention rate of 90.1% versus 91.2%*;

•Increased our non-GAAP organic recurring revenue on a constant currency basis** by 6.3%; and

•Achieved a Rule of 40 on a constant currency basis** profile of 37.1% versus 29.0%.

* During 2023, our gross dollar retention rate was slightly lower than our rate for the full year ended December 31, 2022 primarily due to the inclusion of EVERFI beginning in 2023. Excluding EVERFI, our gross dollar retention during 2023 was slightly higher than our rate for the full year ended December 31, 2022.

**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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Other 2023 Highlights

•We were honored on Newsweek’s Excellence 1000 2024 Index, named to Newsweek’s America’s Most Responsible Companies list for the third consecutive year, named to the Forbes America’s Best Employers 2023 list for the sixth year, recognized as the Corporate Governance Team of the Year in the small-mid cap category at the 2023 Corporate Governance Awards, received an IR Magazine award for Best ESG reporting and multiple products won awards for excellence and value based on customer reviews through TrustRadius. Blackbaud CEO Mike Gianoni was also named to the Charleston Business Magazine’s 50 Most Influential Hall of Fame;

•At our 24th annual bbcon, held in-person again for the first time since 2019, we announced a major wave of technology innovation, with product enhancements focused on more seamless integration, built-in artificial intelligence and increased flexibility. Our annual developers conference bbdevdays showcased technical innovation and the ingenuity and creativity of a strong and growing network of customer developers, partners and independent technologists;

•We further strengthened our offerings in peer-to-peer fundraising with Good Move™, a mobile-first, gamified activity-tracking and peer-to-peer fundraising experience that leverages Kilter, which was acquired by Blackbaud in late 2022, and we released SKY API® endpoints for Blackbaud CRM™ and Blackbaud Altru® making it easier for customers to further expand and extend the capabilities of these solutions to meet their fundraising and constituent engagement goals;

•We delivered critical education to students through EVERFI® from Blackbaud®, partnering with Truth Initiative to launch an updated prescription drug safety curriculum for middle and high school students, and partnering with Guardian to launch a new financial wellness curriculum designed for high school students;

•We refreshed the Blackbaud Partner Network to simplify partner onboarding and offer new resources to grow the network and deliver shared value for partners, customers and the company; and

•We engaged our employees and global communities to give back, including ringing the Nasdaq closing bell to celebrate GivingTuesday worldwide and making a significant donation to five global organizations that are aiding in workforce development, economic empowerment and opening more paths to leadership for youth around the world. We held over 100 employee-led volunteer opportunities both in-person and virtually, distributed more than 140 charitable grants, and donated toys to children in need during our annual holiday toy drive, which has now provided nearly 130,000 toys to children in need over the course of the program’s history.

2023 Executive Compensation Actions

For 2023, 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 2023 for our NEOs were as follows:

Base Salaries

•Maintained the base salaries of Messrs. Gianoni and Boor at their 2022 levels;

•Increased the base salary of Mr. Benjamin 18.08% from his 2022 level; and

•Increased the base salaries of our remaining NEOs 3.25% from their 2022 levels.

STI Compensation

•Provided our NEOs the opportunity to earn annual variable compensation in the form of PRSUs granted in February 2023 that were eligible to be earned based on Company financial performance in fiscal 2023. Based on overall Company performance in 2023, determined that 122.3% of the target number of shares of our common stock subject to the 2023 STI PRSUs were earned and would vest in February 2024 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2023 STI PRSU Awards to NEOs beginning on page 45 for more information.

LTI Compensation

•Granted our NEOs 2023 LTI PRSUs in February 2023 consisting of 50% RSAs or RSUs and 50% PRSUs. This design is intended to be aligned with competitive market practices, supported our retention objectives and rewarded overall Company performance. Based on overall Company performance in 2023, determined that 98.1% of the target number of shares of our common stock subject to the 2023 LTI PRSUs based on one-year performance and 119.8% of the target number of shares of our common stock subject to the 2023 LTI PRSUs based on the first of three one-year performance periods were earned and would vest in February 2024 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2023 LTI PRSU Awards to NEOs beginning on page 47 for more information; and

•Determined, based on the Company's Rule of 40 performance in 2023, that 200.0% of the shares of our common stock subject to the 2022 LTI Three-year PRSUs based on the second of three one-year performance periods and 200.0% of the shares of our common stock subject to the 2021 LTI Three-year PRSUs based on the third of three one-year performance

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periods were earned and would vest in February 2024 subject to each NEO's continued employment as of each vesting date.

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 the Board periodically through the year.

92% At the June 14, 2023 Annual Meeting of Stockholders, approximately 92% of the shares present and entitled to vote on the matter voted to approve, on an advisory basis, the 2022 compensation of our NEOs.

We believe these results represent a strong endorsement of our executive compensation philosophy, policies and practices. Following the 2023 Annual Meeting and in preparation for our fiscal 2024 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. In addition to the feedback received, the Compensation Committee also considered the input and recommendations of its independent compensation consultant and did not make further changes to our executive compensation program for fiscal 2024. 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.

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 we expect to 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.

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The following table describes the components of our executive compensation program and how they support these objectives:

Component	Description	Compensation  Objective(s)  Supported
Base Salary	Provide competitive fixed compensation payable in cash based on individual experience and contributions, historical compensation practices for our executive officers and an analysis of competitive market practices.	1 and 2
STI Compensation	Provide variable short-term incentives consisting of PRSUs based on performance against pre-established short-term corporate performance objectives.	1, 2 and 3
LTI Compensation	Provide variable long-term incentives aligned with stockholder interests consisting of a combination of 1) time-based RSAs or RSUs; and 2) at least 50% PRSUs that are based on separate performance metrics than the STI, and for which one half of the PRSU awards are measured over multi-year periods. Recipients of RSAs have the right to vote such shares.	1, 2 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 Benefits	Generally provide the same health and welfare benefits as offered to all of our employees.	1

2023 Corporate Governance Policies and Practices

During 2023, 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 2023. 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

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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.

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 approximately one-half 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 other 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 People and Culture 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 2023, 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 People and Culture Department to support it in matters relating to the fulfillment of its charter.

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During 2023, 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 component of our executive compensation program (i.e., base salary);

•Advised on the composition, structure and competitiveness of the STI and LTI components of our executive compensation program;

•Reviewed and provided input on our CD&A;

•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) and Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules and on 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 December 2022, the Compensation Committee reviewed our fiscal 2022 compensation peer group and determined to remove 8x8, Inc. (EGHT) and Aspen Technology, Inc. (AZPN) as financial outliers and Progress Software Corporation (PRGS) and Ziff Davis, Inc. (ZD) as they no longer fit other relevant criteria.

2023 COMPENSATION PEER GROUP
ACI Worldwide, Inc. (ACIW)
Box, Inc. (BOX)	Blackbaud, Inc. Vs. Peer Group
Commvault Systems, Inc. (CVLT)	Revenue*
Cvent Holding Corporation (CVT)(1)
E2open Parent Holdings, Inc. (ETWO)
Envestnet, Inc. (ENV)			Blackbaud, Inc.
			66th Percentile
Fair Isaac Corporation (FICO)
Guidewire Software, Inc. (GWRE)	Market Capitalization**
Manhattan Associates, Inc. (MANH)
New Relic, Inc. (NEWR)
Pegasystems, Inc. (PEGA)		Blackbaud, Inc.
		36th Percentile
PowerSchool Holdings, Inc. (PWSC)
SolarWinds Corporation (SWI)	*Based upon the last four fiscal quarters of publicly available data as of June 2022
Tyler Technologies, Inc. (TYL)
Verint Systems, Inc. (VRNT)	**Based upon a 30-day average as of 10/27/2022

(1)This company was subsequently removed from the peer group as it is no longer a publicly traded company.

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.

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Analysis of 2023 Executive Compensation

The charts below show the significant percentage of performance-based compensation reported for 2023 in the Summary Compensation Table for Mr. Gianoni, our CEO, and on average for our other NEOs as a group.

2023 Total Direct Compensation* Mix

CEO	Other NEOs
(50% Performance-based)	(48% Performance-based)

Fixed	Performance-based		Time-based
Base Salary	STI PRSU Grants	LTI PRSU Grants	LTI RSA or RSU Grants
Cash	Equity

*Base salary and the grant date fair value of all equity awards for 2023.

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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, historical compensation practices for our executive officers and its assessment of the competitive market.

In 2023, the Compensation Committee increased the base salaries of certain of our NEOs, effective July 1, 2023. The Compensation Committee made these adjustments after taking into consideration the individual achievements of each NEO, in recognition of our success in delivering on our 2022 strategic priorities, the recommendations of our CEO (except with respect to his own base salary) and the factors described above. For Mr. Benjamin's base salary, the Compensation Committee also took into consideration his relocation from the U.K. to the U.S. in April 2023, which required an assessment of a different market to measure competitive pay against.

Name	2023 Base Salary		2022 Base Salary		Salary Adjustment
					$ Change		% Change
Mr. Gianoni	$	800,000	$	800,000	$	—	—	%
Mr. Boor	518,578		518,578		—		—	%
Mr. Benjamin	450,000		381,112		68,888		18.08	%
Mr. Gregoire	490,000		474,576		15,424		3.25	%
Mr. McDearis	475,000		460,059		14,941		3.25	%

Short-term Incentive Compensation

Our STI compensation represents one of the principal variable pay components of our executive compensation program, and during 2023, we provided our executive officers with the opportunity to earn STI compensation based on one or more pre-established corporate performance objectives. Consistent with 2022, the 2023 STI opportunities for our NEOs was provided in the form of PRSUs that are eligible to vest based on achievement of Non-GAAP Adjusted Recurring Revenue and Non-GAAP Adjusted Income from Operations goals established by the Compensation Committee, as discussed in greater detail below.

Target STI Opportunities

The following table sets forth each NEO's target STI opportunity for 2023, 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 2023 STI opportunity was based entirely on corporate performance. All of our NEOs' 2023 target STI opportunities were unchanged from 2022.

Name	Target STI Opportunity as a Percentage  of Base Salary
Mr. Gianoni	100%
Mr. Boor	70%
Mr. Benjamin	70%
Mr. Gregoire	70%
Mr. McDearis	70%

2023 STI PRSUs to NEOs

On February 14, 2023, the Compensation Committee granted PRSUs to our NEOs for their STI opportunities. Accordingly, for 2023, STI compensation is reported in the “Stock Awards” columns of the 2023 Summary Compensation Table and the 2023 NEO Compensation Summary on pages 55 and 9, respectively, of this Proxy Statement. The performance metrics, thresholds and targets for the 2023 STI plan (discussed below) were approved by the Compensation Committee at the time of grant during the first quarter of 2023 and were not subsequently changed. Shares of our common stock subject to the 2023 STI PRSUs may be earned and become eligible for vesting based on our achievement of equally weighted Non-GAAP Adjusted Recurring Revenue and Non-GAAP Adjusted Income from Operations goals (together, the “2023 STI PRSUs”).

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For purposes of determining 2023 STI PRSUs attainment:

•“Non-GAAP Adjusted Recurring Revenue” means our 2023 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 the impact during 2023 of acquisitions or dispositions.

•“Non-GAAP Adjusted Income from Operations” means our 2023 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 2023 of acquisitions or dispositions, and add back any costs or operating expenses associated with acquired or disposed companies.

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 2023, our recurring revenue grew to approximately 97% 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 2023 STI PRSUs would vest in February 2024. Achievement against the 2023 STI PRSUs performance metrics was to be calculated on a constant currency basis, eliminating both positive and negative effects of currency exchange rate fluctuations since the date of grant. The Compensation Committee weighted the 2023 STI PRSUs performance metrics equally. The threshold levels for either of the 2023 STI PRSUs performance metrics had to be achieved or exceeded for there to be a payout.

The Compensation Committee evaluated our performance against the 2023 STI PRSUs performance metrics as follows:

2023 Corporate Performance Metrics	Performance (dollars in millions)
	Below Threshold	Threshold	Target	Maximum
Non-GAAP Adjusted Recurring Revenue	< $964.1	$964.1	$1,071.2	$1,178.3
Non-GAAP Adjusted Income from Operations	< $235.5	$235.5	$261.7	$314.0
	Payout (% of Target)
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 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. The Compensation Committee did not adjust the 2023 STI PRSUs performance metrics, nor did it use discretion in determining 2023 STI PRSUs payouts for executive officers.

Our achievement against the 2023 STI PRSUs performance metrics was $1,066.8 million, or 99.6% of target, with respect to Non-GAAP Adjusted Recurring Revenue and $291.4 million, or 111.4% of target, with respect to Non-GAAP Adjusted Income from Operations, for performance factors of approximately 98.8% and 145.9%, respectively. As a result, the Compensation Committee determined that 122.3% of the shares of our common stock subject to the 2023 STI PRSUs as shown in the table below would vest on February 14, 2024 subject to each NEO's continued employment.

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	2023 STI PRSUs
Name	Number of PRSUs Granted	Number of PRSUs Earned(1)
Mr. Gianoni	13,049	15,959
Mr. Boor	5,921	7,242
Mr. Benjamin	4,352	5,323
Mr. Gregoire	5,419	6,628
Mr. McDearis	5,253	6,425

(1)The earned 2023 STI PRSUs vested on February 14, 2024.

Long-term Incentive Compensation

Our LTI program is designed to align the interests 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 2023, the Compensation Committee granted our executive officers their annual LTI awards in the first fiscal quarter.

The number of shares granted to each NEO as RSAs or RSUs and PRSUs in fiscal 2023 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 four trading days prior to the actual grant date. As a result, the value of equity granted to our NEOs in fiscal 2023 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 methodology.

The following table sets forth the number of shares of our common stock subject to RSAs or RSUs and PRSUs granted to each NEO on February 13, 2023 for their LTI, which also are reflected in the 2023 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.

	February 2023 LTI Grants
Name	Number of RSAs or RSUs (time-based)	Number of PRSUs (one-year performance)	Number of PRSUs (three-year performance)
Mr. Gianoni	65,360	32,680	32,680
Mr. Boor	26,144	13,072	13,072
Mr. Benjamin	20,425	10,213	10,213
Mr. Gregoire	22,059	11,030	11,030
Mr. McDearis	17,974	8,987	8,987

2023 LTI RSAs or RSUs to NEOs

The RSAs or RSUs granted to our NEOs during 2023 vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO's continued employment.

2023 LTI PRSUs to NEOs

The Compensation Committee granted PRSUs to our NEOs in February 2023. Pursuant to the terms of such awards, 50% of the shares of our common stock subject to the 2023 LTI PRSUs may be earned and become eligible for vesting based on our level of achievement of equally weighted Non-GAAP Adjusted Total Revenue and Gross Dollar Retention goals for fiscal 2023 (together, the “One-year PRSUs”).

The remaining 50% of the shares of our common stock subject to the 2023 LTI PRSUs may be earned and become eligible for vesting based on our level of achievement of Rule of 40 goals for fiscal 2023, fiscal 2024 and fiscal 2025 (the “Three-year PRSUs”).

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For purposes of determining 2023 LTI PRSU attainment:

•“Non-GAAP Adjusted Total Revenue” means our 2023 total non-GAAP adjusted 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 (i) measure performance on a constant currency basis eliminating both positive and negative effects of currency exchange rate fluctuations; (ii) exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iii) exclude the effects of "extraordinary events" as determined under generally accepted accounting principles as well as events of an “unusual nature” or of a type that indicates "infrequency of occurrence;" and (iv) exclude the impacts of acquisitions or dispositions that occur during the performance period.

•“Gross Dollar Retention” means our 2023 contracted annual recurring revenue ("CARR") less churn and downgrades divided by beginning CARR with a measurement period of 12 months ended December 31, 2023.

•"Rule of 40" means our 2023 non-GAAP Organic Revenue Growth percent plus non-GAAP Adjusted EBITDA Margin percent 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).

Based on feedback from our stockholders and to prevent duplicative payouts, our STI and LTI opportunities utilize different performance metrics. The Compensation Committee selected Non-GAAP Adjusted Total Revenue as a performance metric 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. Rule of 40 was chosen because it is aligned with our current financial goals. The Compensation Committee believes all three of the 2023 LTI PRSUs performance metrics will promote our long-term ability to increase profitability, cash flow and deliver stockholder value.

To the extent earned, the 2023 LTI PRSUs are eligible for vesting in three equal annual installments beginning on the first anniversary of the date of grant. Achievement against the 2023 LTI PRSUs performance metrics was to be calculated to eliminate both positive and negative effects of currency exchange rate fluctuations since the date of grant.

For each of our performance metrics, the Compensation Committee set the performance target at a level it believed would represent 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.

The Compensation Committee did not adjust the 2023 LTI PRSUs performance metrics, nor did it use discretion in determining 2023 LTI PRSUs payouts for executive officers.

2023 One-year PRSUs

The One-year PRSUs granted to our NEOs in 2023 are eligible to be earned based on our level of achievement of the following equally weighted performance metrics. The threshold levels for either of the 2023 One-year PRSUs performance metrics had to be achieved or exceeded for there to be a payout.

2023 One-year PRSUs Performance Metrics		Performance (dollars in millions)
	Performance Period	Below Threshold	Threshold	Target	Maximum
Non-GAAP Adjusted Total Revenue	2023	< $996.3	$996.3	$1,107.0	$1,217.7
Gross Dollar Retention	2023	< 87.5%	87.5%	90.5%	92.5%
		Payout (% of Target)
Number of shares as percentage of target		—%	50.0%	100.0%	200.0%

Our achievement against the One-year PRSUs performance metrics was $1,100.3 million, or 99.4% of target, with respect to Non-GAAP Adjusted Total Revenue and 90.1%, or 99.6% of target, with respect to Gross Dollar Retention, resulting in performance factors of approximately 98.2% and 98.0%, respectively. As a result, the Compensation Committee determined that 98.1% of the shares of our common stock subject to the One-year PRSUs will vest according to the time-based vesting schedule set forth above subject to each NEO's continued employment as of each vesting date.

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	2023 One-year PRSUs
Name	Number of PRSUs Granted (one-year performance)	Number of PRSUs Earned (2023 performance)(1)
Mr. Gianoni	32,680	32,062
Mr. Boor	13,072	12,826
Mr. Benjamin	10,213	10,021
Mr. Gregoire	11,030	10,823
Mr. McDearis	8,987	8,819

(1)The earned 2023 One-year PRSUs will vest in three equal annual installments beginning on the first anniversary of the date of grant subject to each NEO's continued employment.

2023 Three-year PRSUs

The Three-year PRSUs granted to our NEOs in 2023 are eligible to be earned based on our level of achievement of three equally weighted Rule of 40 goals for fiscal 2023, fiscal 2024 and fiscal 2025.

2023 Three-year PRSUs Performance Metrics		Performance
	Performance Period	Below Threshold	Threshold	Target	Maximum
Rule of 40	2023	< 30.0%	30.0%	34.0%	38.0%
Rule of 40	2024	< 32.0%	32.0%	36.0%	40.0%
Rule of 40	2025	< 34.0%	34.0%	38.0%	42.0%
		Payout (% of Target)
Number of shares as percentage of target		—%	50.0%	100.0%	200.0%

During fiscal 2023, we achieved a Rule of 40 of 36.5%, or 107.3% of target, resulting in a payout equal to 119.8% of target.

	2023 Three-year PRSUs
Name	Number of PRSUs Granted (three-year performance)	Number of PRSUs Earned (2023 performance)(1)	Number of PRSUs Earned (2024 performance)	Number of PRSUs Earned (2025 performance)
Mr. Gianoni	32,680	13,052	TBD	TBD
Mr. Boor	13,072	5,221	TBD	TBD
Mr. Benjamin	10,213	4,080	TBD	TBD
Mr. Gregoire	11,030	4,406	TBD	TBD
Mr. McDearis	8,987	3,590	TBD	TBD

(1)As discussed above, 119.8% of the shares of our common stock subject to the 2023 Three-year PRSUs based on 2023 Rule of 40 performance were earned and vested on February 13, 2024.

Prior Year Three-year PRSUs

Consistent with 2023, the Compensation Committee has previously granted Three-year PRSUs to our NEOs which may be earned and become eligible for vesting based on our level of achievement of Rule of 40 goals over three annual performance periods. To the extent earned, the previously granted Three-year PRSUs are eligible for vesting in three equal annual installments starting on the anniversary of the grant date. Achievement against the prior years' performance metrics will be calculated on a constant currency basis, eliminating both positive and negative effects of currency exchange rate fluctuations since the grant date.

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Our NEOs were eligible to earn PRSUs that were granted in prior years and tied to the achievement of Rule of 40 goals for 2023. As shown below, our actual achievement resulted in the following payout percentages for PRSUs granted in prior years. This represented approximately one-third of the target number of shares granted in the grant year, with earned shares for PRSUs granted in 2022 and 2021 vesting on the second and third anniversaries of the grant date, respectively.

Grant Year	Performance Period	Below Threshold	Threshold	Target	Maximum	Actual Achievement	% Earned	Payout %
2022	2023	< 29.0%	29.0%	33.0%	37.0%	37.4%	113.3%	200.0%
2021	2023	< 29.0%	29.0%	33.0%	37.0%	37.2%	112.8%	200.0%

The following table provides information regarding the target number of PRSUs eligible to be earned and the number of PRSUs actually earned from Three-year PRSUs granted in prior years based on 2023 performance.

Name	Fiscal Year of Grant	Target Number of PRSUs Based on 2023 Performance	Number of PRSUs Earned Based on 2023 Performance
Mr. Gianoni	2022	9,717	19,434	(1)
	2021	10,861	21,722	(2)
Mr. Boor	2022	3,644	7,288	(1)
	2021	4,073	8,146	(2)
Mr. Benjamin	2022	2,672	5,344	(1)
	2022	2,160	4,320	(3)
	2021	2,715	5,430	(2)
Mr. Gregoire	2022	2,672	5,344	(1)
	2022	2,160	4,320	(3)
	2021	2,987	5,974	(2)
Mr. McDearis	2022	2,672	5,344	(1)
	2021	2,715	5,430	(2)

(1)Shares vested on February 24, 2024.

(2)Shares vested on February 10, 2024.

(3)Shares will vest on August 5, 2024 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 63 of this Proxy Statement.

Retirement Benefit

Our LTI program includes a retirement benefit, which allows eligible employee retirees to receive a post-retirement benefit consisting of continued vesting of their qualified RSUs and qualified PRSUs. 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.

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To be eligible, employees must meet the following requirements:

•At the time of grant, 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 intention to retire from the industry, successfully complete a transition plan and sign a release which is approved by our Chief People & Culture Officer and CEO.

The retirement benefit allows the time-based stock grants to continue to vest for eligible retired employees. For performance-based grants, the stock continues to vest for those grants whose performance period has been completed and the results have been certified by our Compensation Committee.

The provisions of the LTI program allow us to cancel any unvested shares and recoup or "clawback" payments in certain circumstances if a retiree subsequently accepts employment within our industry. In order to receive the LTI with retirement, the employee must sign a release with agreed upon terms and conditions.

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 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.

We partner with a third party vendor for our NEO's to complete comprehensive risk factor analysis, advanced diagnostic screenings and extensive laboratory testing, on an annual basis. This enhanced medical review works in collaboration with our NEO's US Health Insurance plan and is aligned with our well-being strategy for the Company.

Our NEO’s are entitled to enhanced long-term disability coverage for salary continuation in the amount of $25,000 per month, if deemed disabled by an independent third party.

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.

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.

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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. The Company’s retention agreements with the other NEOs include similar compensation clawback provisions. In addition, the Company's 2016 Equity and Incentive Compensation Plan, as amended and restated (the "2016 Plan"), contains a provision that all awards under the 2016 Plan are subject to all applicable Company policies and laws regarding clawbacks, forfeitures, or recoupments.

Executive Incentive Compensation Clawback Policy

Effective October 2, 2023, our Board of Directors adopted a new Compensation Recovery Policy (the “Clawback Policy”) as required by Rule 10D-1 under the Exchange Act and the corresponding Nasdaq listing standards. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our named executive officers.

The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by Nasdaq listing standards.

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 their hire date. 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, 2023:

	Stock Ownership Guideline  (Lesser of):
Name	Multiple of Base Salary (in shares)(1)	OR	Minimum Number  of Shares	Number  of Shares Owned	Multiple of Guideline Achieved
Mr. Gianoni	36,909		70,000	359,358	10x
Mr. Boor	11,963		20,000	135,362	11x
Mr. Benjamin	10,381		20,000	68,832	7x
Mr. Gregoire	11,303		20,000	108,379	10x
Mr. McDearis	10,957		20,000	67,974	6x

(1)Number of shares required under the guideline for multiple of base salary calculated using $86.70 per share which was the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023.

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Other Considerations

Tax Deductibility of Executive Compensation

The Compensation Committee considers the potential effect of Section 162(m) of 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, the CFO, certain other executive officers and certain former officers).

While tax deductibility may 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 to 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 believes that the discretion and flexibility to award such compensation, even if it is not deductible because of the limitations 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.

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 2023 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, 2023, filed with the SEC on February 21, 2024.

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.

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 the Board of Directors, mitigates potential compensation-related risks.

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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, 2023, which was filed with the SEC on February 21, 2024.

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

Sarah E. Nash, Chair

Yogesh K. Gupta

Andrew M. Leitch

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Board of Directors who served on the Compensation Committee in 2023 were Chair Sarah E. Nash, Andrew M. Leitch and Yogesh K. Gupta. 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 base salary, STI and LTI compensation for our executive officers, except for discussions regarding his own base salary, STI and LTI compensation.

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COMPENSATION TABLES

2023 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 2023, 2022 and 2021. The Company does not grant option awards.

Name and Principal  Position	Year	Salary ($)		Stock Awards(1) ($)		All Other Compensation(2) ($)		Total ($)
Michael P. Gianoni CEO, President and Vice Chairman of the Board	2023	$	800,031	$	8,778,735	$	17,957	$	9,596,722
	2022	795,876		8,010,087		13,188		8,819,151
	2021	754,727		11,043,175		12,598		11,810,500