Blackbaud Inc. Files Definitive Proxy Statement for Annual Meeting

Ticker: BLKB · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1280058

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Blackbaud Inc., Annual Meeting, Corporate Governance

TL;DR

<b>Blackbaud Inc. has filed its definitive proxy statement detailing director elections, compensation, and ESG initiatives for the 2023 fiscal year.</b>

AI Summary

BLACKBAUD INC (BLKB) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. Blackbaud Inc. filed its Definitive Proxy Statement on Schedule 14A on April 23, 2024. The filing covers the fiscal year ended December 31, 2023. The document includes information regarding the election of directors and board committees. Director compensation details are provided within the filing. The proxy statement also addresses Environmental, Social, and Governance (ESG) responsibility.

Why It Matters

For investors and stakeholders tracking BLACKBAUD INC, this filing contains several important signals. This filing is crucial for shareholders to understand the company's governance structure and executive compensation before the annual meeting. It provides transparency on how the company is addressing ESG factors, which are increasingly important to investors.

Risk Assessment

Risk Level: low — BLACKBAUD INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard disclosure requirements rather than immediate material events.

Analyst Insight

Review the director nominees and executive compensation details to assess alignment with shareholder interests and company performance.

Key Numbers

Key Players & Entities

FAQ

When did BLACKBAUD INC file this DEF 14A?

BLACKBAUD INC filed this Proxy Statement (DEF 14A) with the SEC on April 23, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BLACKBAUD INC (BLKB).

Where can I read the original DEF 14A filing from BLACKBAUD INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BLACKBAUD INC.

What are the key takeaways from BLACKBAUD INC's DEF 14A?

BLACKBAUD INC filed this DEF 14A on April 23, 2024. Key takeaways: Blackbaud Inc. filed its Definitive Proxy Statement on Schedule 14A on April 23, 2024.. The filing covers the fiscal year ended December 31, 2023.. The document includes information regarding the election of directors and board committees..

Is BLACKBAUD INC a risky investment based on this filing?

Based on this DEF 14A, BLACKBAUD INC presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard disclosure requirements rather than immediate material events.

What should investors do after reading BLACKBAUD INC's DEF 14A?

Review the director nominees and executive compensation details to assess alignment with shareholder interests and company performance. The overall sentiment from this filing is neutral.

How does BLACKBAUD INC compare to its industry peers?

Blackbaud Inc. operates in the software industry, providing cloud solutions for organizations.

Are there regulatory concerns for BLACKBAUD INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Industry Context

Blackbaud Inc. operates in the software industry, providing cloud solutions for organizations.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the executive compensation packages and their performance metrics.
  3. Examine the company's disclosures on Environmental, Social, and Governance (ESG) initiatives.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the definitive proxy statement for the 2024 annual meeting, covering the 2023 fiscal year.

Filing Stats: 4,624 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-04-23 08:42:32

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

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 Table of Contents 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 substa

Executive Compensation Driven by Pay-For-Performance Philosophy 40

Executive Compensation Driven by Pay-For-Performance Philosophy 40 ESG Board Oversight of Program 32 Annual Environmental, Social and Governance Report 32 Employee-Led ESG Steering Committee 32 Employee-Led Diversity & Inclusion Council 32 Focus on Board Diversity 26 Strong Board and Management Commitment 32 Participant in UN Global Compact 32 Other Annual Stockholder Advisory ("Say-on-Pay") Vote 37 Robust Stockholder Engagement Program 40 Risk Oversight Committee of the Board 28 Prohibition on Pledging and Hedging of Company Securities 41 Clawback Policy Applicable to Executive Officers 52 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

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