Blackbaud (BLKB) Proxy filing summary

Executive summary

• Achieved full-year Rule of 40 two years ahead of expectations, with a 41.4% profile in 2025, and delivered 5.8% organic recurring revenue growth despite a 2.3% decrease in total revenue due to the sale of EVERFI.

• Repurchased approximately 7.9% of outstanding common stock as of December 31, 2024, and plan to buy back 5–10% of shares outstanding as of December 31, 2025, during 2026.

• Continued focus on cost management, productivity, and innovation, with mid-single digit organic revenue growth expected over the next fiscal year.

• Maintained transparent stockholder communication and engagement, including annual reviews of executive compensation with an independent consultant.

Voting matters and shareholder proposals

• Advisory vote to approve 2025 compensation of named executive officers (Say-on-Pay).

• Approval sought for amendment and restatement of the 2016 Equity and Incentive Compensation Plan, increasing share reserve by 2,500,000 shares.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• All proposals require a majority of votes present or represented by proxy.

Board of directors and corporate governance

• Board consists of seven members, 85.7% independent, with an independent Chairman and CEO roles separated.

• All committees (Audit, Compensation, Nominating and Corporate Governance, Cyber Risk Oversight) are 100% independent.

• No directors are standing for election at the 2026 meeting; a director search is underway for future refreshment.

• Board and committee evaluations, director tenure limits, and continuing education are in place.

• Director and executive officer stock ownership guidelines enforced; all are in compliance.