📄 What This Document Is 📜

This document is a Proxy Statement (DEF 14A), which is essentially a package of formal materials filed with the SEC leading up to an Annual Meeting of Stockholders. It is the company’s formal opportunity to tell its owners (the stockholders) what happened last year and what management plans to do next. The meeting is scheduled for June 10, 2026, and will be held virtually.

These materials are critical because they contain crucial information on corporate governance (how the company is run), executive compensation, and proposed corporate changes. Essentially, the Board of Directors is asking stockholders to vote on several key matters, including electing directors and approving compensation plans.

👉 What to expect: This document is highly detailed, covering governance rules, financial performance, and payment structures. It is less about day-to-day business operations and more about the rules and personnel that oversee the company.

💡 What Blackbaud Does 🌍

In simple terms, Blackbaud is a technology solutions provider dedicated entirely to powering social impact. It does not sell software to general businesses; instead, it serves mission-driven organizations.

The company's customers include nonprofits, educational institutions, companies focused on social responsibility, and individual change-makers. Blackbaud's technology helps these groups manage money, run programs, and connect with people to achieve their goals.

👉 How they make money: Blackbaud generates revenue from a wide variety of sources, including donation processing (transactional revenue from donations), consumer giving, tuition management, and new subscription sales of its cloud solutions. They are currently focusing on integrating "AI-powered solutions" to transform their products into "systems of intelligent action."

📈 Recent Financial Results 💰

This section summarizes Blackbaud’s key performance indicators for 2025. These metrics show how large the company is and how efficiently it is growing.

The company achieved a strong financial year in 2025, highlighted by several key metrics:

• Total Revenue: $1,128.4 million.
  • Why it matters: The company notes that the decrease in total revenue was due to the sale of EVERFI on December 31, 2024, suggesting the core business revenue was robust.
• Recurring Revenue: $1,106.2 million, representing 98.0% of total revenue.
  • Why it matters: Recurring revenue is the goal of nearly every tech company. It signals predictability and stability, meaning the company expects consistent cash flow from existing subscriptions and services.
• Rule of 40: 41.4%.
  • Why it matters: This metric measures a company’s growth potential (revenue growth percentage + profit margin). Achieving 41.4% (compared to 38.6% in 2024) is a significant milestone, indicating strong and balanced growth.

🔮 The Strategic Outlook 🚀

The Board of Directors provided a clear look at where Blackbaud intends to go, outlining both expected growth and planned uses of cash.

Looking ahead to 2026 and beyond, the company has a positive, yet focused, view of its future:

• Revenue Guidance: Blackbaud expects "mid-single digit organic revenue growth."
  • Why it matters: This sets a clear expectation for investors regarding the pace of growth, driven by finding new customers (new logos) and growing current ones (expansion of installed base).
• Operational Focus: Management plans to maintain a "strong focus on cost management and productivity to improve profitability."
  • Why it matters: This indicates that future growth will be coupled with improving efficiency, which is essential for boosting profits.
• Capital Allocation Plan: The company’s strong free cash flow generation will support a specific capital plan: to buy back 5% to 10% of the Company's common stock outstanding as of December 31, 2025.
  • Why it matters: Share repurchases are often viewed positively by the market, as it reduces the number of outstanding shares and can increase earnings per share.

👑 Compensation and Personnel 💼

This is one of the longest sections, detailing how the company pays its top executives and its board members. The philosophy guiding compensation is called "pay-for-performance."

💰 Executive Compensation Performance

The compensation structure is highly weighted toward performance, utilizing three main components:

• Short-term Incentive (STI): Variable pay based on year-over-year financial performance.
• Long-term Incentive (LTI): Variable pay designed to keep executives focused on long-term company success.
• Base Salary: Fixed annual cash pay.

In 2025, the company's top executive earned a total compensation package of $6,022,250. For example, the CFO, Chad M. Anderson, received a total compensation of $2,333,538, which reflects the payout factor (102.3%) applied to his 2025 STI awards.

👉 The takeaway: The emphasis on performance pay means that executive compensation is directly tied to the company meeting specific, measurable operational goals, protecting shareholder value when results are soft.

💼 Director Compensation

Non-employee directors receive compensation designed to align their interests with stockholders. For 2025, the annual compensation was structured as a mix of cash and equity-based awards.

• Total Range: The total compensation for non-employee directors varied, ranging from $309,578 (for Rupal S. Hollenbeck) to $559,578 (for Andrew M. Leitch).
• The Structure: This includes an annual cash retainer (e.g., Andrew M. Leitch received $320,000), annual equity awards (e.g., $239,578 in RSAs), and various committee fees.
• Ownership Targets: Directors are expected to accumulate and hold shares to meet ownership targets ($100,000 within three years, and $200,000 after five years). As of December 31, 2025, all directors were found to be in compliance with these guidelines.

🏛️ Governance and Board Structure 🌳

This section details the structure and oversight mechanisms that govern Blackbaud. It ensures accountability and transparency.

• Board Composition: The Board of Directors has seven members, including two independent directors serving as Non-Executive Officers (Andrew M. Leitch, the Chairman, and others).
• Independence: The Board maintains a strong commitment to independence; all committee chairs (Audit, Comp, NCGC, Cyber Risk Oversight) are composed entirely of independent directors.
• Board Refreshment: The Nominating and Corporate Governance Committee is active in "Board refreshment," meaning they are regularly planning to identify new qualified candidates to maintain a mix of skills and perspectives.
• Committee Oversight: Four core committees operate:
  • Audit Committee: Oversees the integrity of financial statements and the external accounting firm (Ernst & Young LLP).
  • Compensation Committee: Reviews and approves all executive compensation packages.
  • Nominating and Corporate Governance Committee: Manages the slate of candidates for the Board and oversees corporate guidelines.
  • Cyber Risk Oversight Committee: A specialized committee focusing specifically on information technology security and cybersecurity risks.

🌐 ESG, Risk, and Compliance Policies ✨

Modern governance requires companies to prove they are responsible citizens. This section covers the non-financial policies, risks, and social commitments.

• Environmental Efforts: Blackbaud made a significant environmental commitment in 2025, achieving carbon neutrality across its business operations through a combination of solar power and carbon offset projects.
  • Why it matters: This shows the company is actively managing its climate footprint and is transparent about its sustainable goals.
• Data & AI: The company emphasizes the ethical use of technology, forming the "AI Coalition for Good." This shows that Blackbaud is proactively engaging in the dialogue around the responsible application of AI, prioritizing "transparency, accountability, and human oversight."
• Cyber Risk: The dedicated Cyber Risk Oversight Committee manages risks related to information technology security, ensuring the Board is constantly aware of the threat landscape.
• Related-Party Transactions: The Audit Committee confirms it reviewed and approved an asset purchase from a former executive (Kevin W. Mooney), ensuring that the terms were no less favorable to the company than those available from an unaffiliated third party.

🗓️ How to Participate in the Meeting 💻

This section provides the logistical details for stockholders who wish to vote on the issues presented.

The Annual Meeting is a live virtual meeting held on Wednesday, June 10, 2026, at 4:00 p.m. Eastern Time.

• Record Date: To be entitled to vote, a stockholder must be on the record date of April 13, 2026.
• Access: Attendance and voting can occur online at www.virtualshareholdermeeting.com/BLKB2026.
• Key Votes: Stockholders will vote on four matters:
  1. Advisory vote to approve 2025 executive compensation.
  2. Approval of the amended and restated 2016 Equity and Incentive Compensation Plan.
  3. Ratification of Ernst & Young LLP as the independent public accounting firm for 2026.
  4. Other general business.

🤝 Key Contacts and Resources 🔗

If you need more information, the filing provides several key resources:

• Website: The proxy materials, including the Notice and 2025 Annual Report, are available at www.proxyvote.com.
• Questions: Stockholders can submit questions directly on the virtual meeting platform.
• Technical Help: If there are difficulties accessing the meeting, a technical support number will be posted on the login page.

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🧠 The Analogy 🏛️

Think of Blackbaud's Annual Meeting like a highly organized, formal PTA meeting for a large, mission-driven school. The principals (the executives) are giving a detailed report card (the financial numbers), showing how much money the school took in and what they achieved. The board members (the directors) are the elected trustees, and they are responsible for setting the rules (the governance) and approving the budget for the next year, especially how much the principals get paid. Because the school relies on many outside donations and grants, the board has to be extra careful to prove to the parent community (the stockholders) that they are spending every dollar responsibly and ethically.

🧩 Final Takeaway 💡

Blackbaud is a stable, growing B2B tech leader in the social impact space, evidenced by its high recurring revenue and healthy "Rule of 40." The company demonstrates strong commitment to transparency and ethical governance by providing detailed reports on everything from ESG goals to director compensation, reassuring investors that its growth is managed by a highly scrutinized, independent Board.