DEF 14A of Blackbaud Inc, Apr 21, 2026

DEF 14A of Blackbaud Inc

Filed Apr 21, 2026 · FY20250001280058-26-000009

Open on EDGAR

  1. Virtual Stockholder Meeting

    | 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 | $5,206,285 | $— | $— | $15,934 | $6,022,250 | | Chad M. Anderson(1) Executive Vice President and Chief Financial Officer | 400,016 | 1,917,084 | — | — | 16,439 | 2,333,538 | | Anthony W. Boor(2) Executive Vice President of Corporate Development and Strategy | 518,598 | 3,039,538 | — | — | 18,499 | 3,576,635 | | David J. Benjamin Executive Vice President and Chief Commercial Officer | 464,018 | 2,644,379 | — | — | 19,223 | 3,127,620 | | Kevin P. Gregoire Executive Vice President and Chief Operating Officer | 490,019 | 3,242,976 | — | — | 17,673 | 3,750,668 | | Kevin R. McDearis Executive Vice President and Chief Technology Officer | 475,018 | 2,473,412 | — | — | 14,624 | 2,963,054 |

  2. No Election of Directors at the 2026 Annual Meeting

    No Election of Directors at the 2026 Annual Meeting The Board of Directors consists of seven members and is divided into three classes, the members of which each serve for a staggered three-year term. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Rupal S. Hollenbeck, whose term will expire at the 2026 Annual Meeting, is not a nominee for election at the 2026 Annual Meeting. As a result, and because the terms of all remaining directors continue beyond the 2026 Annual Meeting, no directors are standing for election at the 2026 Annual Meeting of Stockholders. The Board and its Nominating and Corporate Governance Committee view this outcome as transitional in nature. The Committee has commenced a director search process to identify qualified candidates for potential appointment to the Board, consistent with the Company’s Corporate Governance Guidelines and its ongoing commitment to Board refreshment, stockholder accountability and an appropriate mix of skills, experience and perspectives. All continuing directors will remain in office for the remainder of their respective terms and until their successors are duly elected and qualified, or until their earlier resignation, retirement or removal in accordance with the Company’s governing documents and applicable law.

  3. No Election of Directors at the 2026 Annual Meeting

    | 2026 Proxy Statement | | 11 |

  4. No Election of Directors at the 2026 Annual Meeting

    | Director Qualifications |

  5. No Election of Directors at the 2026 Annual Meeting

    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.

  6. No Election of Directors at the 2026 Annual Meeting

    | Knowledge, Skills and Experience | | Deneen M. DeFiore | Michael P. Gianoni | Rupal S. Hollenbeck | Andrew M. Leitch | D. Roger Nanney | Bradley L. Pyburn | Kristian P. Talvitie | | | Leadership | l | l | l | l | l | l | l | | | Accounting & Finance | | | | l | l | | l | | | Technology & Software Industries | l | l | l | l | l | l | l | | | Nonprofit Industry | | l | l | | l | | | | | Public Company Board Service | | l | | l | | | | | | Corporate Governance | l | l | l | l | l | l | l | | | Business Development & Corporate Transactions | | l | l | l | l | | l | | | Business Operations | l | l | l | l | l | l | l | | | ESG | | l | l | | | | | | | AI | l | l | | | | l | l | | | Cybersecurity | l | l | l | l | | l | |

  7. No Election of Directors at the 2026 Annual Meeting

    | 12 | | 2026 Proxy Statement |

  8. No Election of Directors at the 2026 Annual Meeting

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

  9. No Election of Directors at the 2026 Annual Meeting

    | | DENEEN M. DEFIORE | Age | 52 | Director since July 2022 | | | Vice President and Global Chief Information Security Officer of United Airlines, Inc. | | | | | | INDEPENDENT DIRECTOR Class B | Current Term Expires 2027 | | | | | Blackbaud Board Committees Cyber Risk Oversight (Chair) | Other Public Boards None | | |

  10. No Election of Directors at the 2026 Annual Meeting

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

  11. Biography

    Biography Ms. DeFiore joined the Board of Directors in July 2022. She has served as Vice President and Chief Information Security Officer of United Airlines, Inc., a commercial airline company, since January 2020. Prior to United Airlines, Ms. DeFiore served as Senior Vice President and Global Chief Information & Product Security Officer of GE Aviation, an aerospace company, from February 2017 through December 2019, as Senior Vice President and Global Chief Technology & Risk Officer of GE Aviation from August 2015 to January 2017 and held various leadership roles across GE Corporate, GE Aviation and GE Power from April 2001 through July 2015. Ms. DeFiore serves as an Independent Director of the Western Electricity Coordinating Council and on the board of the Aviation Information Sharing and Analysis Center. In 2022, she was appointed to the President’s National Infrastructure Advisory Council. She has received numerous industry awards and honors, including induction into the CSO Hall of Fame. Ms. DeFiore holds a BS in Biology from Kent State University. Among other experience, qualifications, attributes and skills, Ms. DeFiore brings extensive expertise in cybersecurity, technology and enterprise risk oversight as a senior executive within notable public companies and industry organizations. She has led risk governance programs in highly regulated and safety critical environments and has advanced board level oversight frameworks addressing cybersecurity, artificial intelligence and other emerging technology risks. She recently completed her credential for AI TRUST and Governance. Her background provides the Board with perspective on digital resilience, regulatory and compliance oversight, third-party and supply chain risk, and incident preparedness. Based on this experience and leadership, the Nominating and Corporate Governance Committee and the full Board have concluded that Ms. DeFiore is well qualified to serve as a director of our Company.

  12. Biography

    | 2026 Proxy Statement | | 13 |

  13. Biography

    | | MICHAEL P. GIANONI | Age | 65 | 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 2028 | | | | | Blackbaud Board Committees None | Other Public Boards Teradata Corporation | | |

  14. Biography

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

  15. Biography

    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 and he currently is a member of the President's Advisory Group at the Medical University of South Carolina. Mr. Gianoni has a high focus on the advancement of artificial intelligence and has recently completed an AI-Leadership Strategy course at the Stanford Engineering school. He also has expertise in the leadership of cybersecurity programs. 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. 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.

  16. Biography

    | 14 | | 2026 Proxy Statement |

  17. Biography

    | | RUPAL S. HOLLENBECK | Age | 54 | Director since December 2022 | | | Chair of the Board of Directors of LayerX Security Ltd. | | | | | | INDEPENDENT DIRECTOR Class A | Current Term Expires 2026 | | | | | Blackbaud Board Committees Nominating and Corporate Governance | Other Public Boards None | | |

  18. Biography

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

  19. Biography

    Biography Ms. Hollenbeck joined the Board of Directors in December 2022. Ms. Hollenbeck was appointed Chair of the Board of Directors of LayerX Security Ltd., a global provider of AI security technologies, in February 2026. Prior to this, Ms. Hollenbeck was a member of the board of directors and then President of Check Point Software Technologies, Inc., a provider of cybersecurity solutions, from December 2020 to June 2025. 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. She serves on the Board of Directors of The Asian Pacific Fund, a non-profit organization in San Francisco. 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. 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.

  20. Biography

    | 2026 Proxy Statement | | 15 |

  21. Biography

    | | ANDREW M. LEITCH | Age | 82 | 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 2027 | | | | | Blackbaud Board Committees Nominating and Corporate Governance (Chair), Audit, Compensation, Cyber Risk Oversight | Other Public Boards None | | |

  22. Biography

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

  23. Biography

    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. 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.

  24. Biography

    | 16 | | 2026 Proxy Statement |

  25. Biography

    | | D. ROGER NANNEY | Age | 68 | Director since October 2021 | | | Vice Chairman and Senior Partner of Deloitte LLP (Retired) | | | | | | INDEPENDENT DIRECTOR Class C | Current Term Expires 2028 | | | | | Blackbaud Board Committees Audit (Chair) | Other Public Boards None | | |

  26. Biography

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

  27. Biography

    Biography Mr. Nanney joined the Board of Directors in October 2021. He served as 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 Immediate Past Chair 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. 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.

  28. Biography

    | 2026 Proxy Statement | | 17 |

  29. Biography

    | | BRADLEY L. PYBURN | Age | 53 | Director since December 2024 | | | Managing Director, Cyber & Strategic Risk at Deloitte LLP | | | | | | INDEPENDENT DIRECTOR Class C | Current Term Expires 2028 | | | | | Blackbaud Board Committees Compensation, Nominating and Corporate Governance, Cyber Risk Oversight | Other Public Boards None | | |

  30. Biography

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

  31. Biography

    Biography Mr. Pyburn joined the Board of Directors in December 2024. He built his career in U.S. Air Force Cybersecurity Operations, serving from August 1991 to September 2024. His various leadership roles included Chief Information Officer of Air Combat Command, Deputy Commander of U.S. Air Force Cyber and Chief of Staff of U.S. Cyber Command directly supporting the Commander / Director of the National Security Agency before his retirement as Major General in September 2024. Mr. Pyburn is currently Managing Director, Cyber & Strategic Risk at Deloitte LLP, an accounting firm. He holds a Master of Science degree in National Resource Strategy from the Eisenhower School at the National Defense University, a Master of Science degree in Military Studies from Marine Corps University, a Master of Science degree in Computer Science from the Air Force Institute of Technology and a Bachelor of Science degree in Computing and Information Science, and Mathematics from McKendree University. Among other experience, qualifications, attributes and skills, Mr. Pyburn’s knowledge in cybersecurity, technology and risk management as an officer with the United States Air Force and private sector consulting, 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.

  32. Biography

    | 18 | | 2026 Proxy Statement |

  33. Biography

    | | KRISTIAN P. TALVITIE | Age | 56 | Director since January 2024 | | | Chief Financial Officer of BetterUp, Inc. | | | | | | INDEPENDENT DIRECTOR Class B | Current Term Expires 2027 | | | | | Blackbaud Board Committees Compensation (Chair), Audit | Other Public Boards None | | |

  34. Biography

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

  35. Biography

    Biography Mr. Talvitie joined the Board of Directors in January 2024. He has served as Chief Financial Officer of BetterUp, Inc., the human and AI coaching platform for enterprise workforce performance, since March 2026. He served as Executive Vice President and Chief Financial Officer of PTC, Inc., a global industrial and manufacturing software company, from May 2019 through December 2025, 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. Among other experience, qualifications, attributes and skills, Mr. Talvitie’s knowledge and experience in leading and transforming large organizations in the information technology industry, artificial intelligence, 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.

  36. Biography

    | 2026 Proxy Statement | | 19 |

  37. DIRECTOR COMPENSATION

    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 2025, the annual compensation for our non-employee directors consisted of the following components:

  38. DIRECTOR COMPENSATION

    | 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) | $200,000 | | Committee Chair Fees(1) | $30,000 for the Audit Committee $25,000 for the Compensation Committee $20,000 for the Nominating and Corporate Governance Committee $20,000 for the Cyber Risk Oversight Committee | | Committee Member Fees(1) | $15,000 for the Audit Committee $15,000 for the Compensation Committee $10,000 for the Nominating and Corporate Governance Committee $10,000 for the Cyber Risk Oversight Committee | | Meeting Fees | None |

  39. DIRECTOR COMPENSATION

    (1)The annual cash retainer and other fees are paid on a quarterly basis.

  40. DIRECTOR COMPENSATION

    | 26 | | 2026 Proxy Statement |

  41. DIRECTOR COMPENSATION

    | 2025 Director Compensation Table |

  42. DIRECTOR COMPENSATION

    The following table sets forth the total compensation paid to each of our non-employee directors in 2025.

  43. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(4) ($) | All Other Compensation ($) | Total ($) | | Deneen M. DeFiore | $85,000 | $239,578 | $— | $324,578 | | Yogesh K. Gupta(2) | 56,250 | 239,578 | — | 295,828 | | Rupal S. Hollenbeck | 70,000 | 239,578 | — | 309,578 | | Andrew M. Leitch | 320,000 | 239,578 | — | 559,578 | | D. Roger Nanney | 82,500 | 239,578 | — | 322,078 | | Sarah E. Nash(3) | 47,500 | — | — | 47,500 | | Bradley L. Pyburn | 75,000 | 239,578 | — | 314,578 | | Kristian P. Talvitie | 95,000 | 239,578 | — | 334,578 |

  44. DIRECTOR COMPENSATION

    (1)On August 1, 2025, we granted each of our non-employee directors then serving 3,670 RSAs with a grant date fair value of $239,578, 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 2025. (2)Mr. Gupta resigned from the Board of Directors effective September 11, 2025. (3)Ms. Nash retired from the Board of Directors effective June 11, 2025. (4)The following table shows the aggregate number of RSAs and shares held by our non-employee directors as of December 31, 2025 (no shares were received upon the exercise of options):

  45. DIRECTOR COMPENSATION

    | Name | Number of RSAs and Shares Held | | Ms. DeFiore | 10,069 | | Mr. Gupta | 12,266 | | Ms. Hollenbeck | 6,366 | | Mr. Leitch | 40,201 | | Mr. Nanney | 16,619 | | Mr. Pyburn | 5,269 | | Mr. Talvitie | 8,053 |

  46. DIRECTOR COMPENSATION

    | 2026 Proxy Statement | | 27 |

  47. DIRECTOR COMPENSATION

    | Director Stock Ownership Guidelines |

  48. DIRECTOR COMPENSATION

    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, 2025, 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, 2025:

  49. DIRECTOR COMPENSATION

    | 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 | $100,000 | 10,069 | $637,569 | 6x | | Ms. Hollenbeck | 100,000 | 6,366 | 403,095 | 4x | | Mr. Leitch | 200,000 | 40,201 | 2,545,527 | 13x | | Mr. Nanney | 100,000 | 16,619 | 1,052,315 | 11x | | Mr. Pyburn(3) | — | 5,269 | 333,633 | — | | Mr. Talvitie(4) | — | 8,053 | 509,916 | — |

  50. DIRECTOR COMPENSATION

    (1)Includes vested and unvested shares of our common stock subject to RSAs beneficially owned. (2)Based on $63.32 per share, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of that fiscal year. (3)Mr. Pyburn joined the Board of Directors effective December 4, 2024. Since Mr. Pyburn had been a director of the Company for less than three years as of December 31, 2025, he was not required to meet an ownership target. However, as of December 31, 2025, Mr. Pyburn achieved 3x the three-year requirement. (4)Mr. Talvitie joined the Board of Directors effective January 11, 2024. Since Mr. Talvitie had been a director of the Company for less than three years as of December 31, 2025, he was not required to meet an ownership target. However, as of December 31, 2025, Mr. Talvitie achieved 5x the three-year requirement.

  51. DIRECTOR COMPENSATION

    | Continuing Director Education |

  52. DIRECTOR COMPENSATION

    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 “2025 Director Compensation Table” above.

  53. DIRECTOR COMPENSATION

    | 28 | | 2026 Proxy Statement |

  54. 2025 Executive Compensation Actions

    2025 Executive Compensation Actions For 2025, 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 2025 for our NEOs were as follows: Base Salaries •Maintained the base salaries of our NEOs at their 2024 levels (excluding Mr. Anderson); and •Increased the base salary of Chad M. Anderson to $425,000 effective July 1, 2025 due to his promotion to Executive Vice President and CFO. STI Compensation •Provided our NEOs the opportunity to earn annual variable compensation in the form of PRSUs granted in February 2025 (2025 STI PRSUs) that were eligible to be earned based on overall Company financial performance in fiscal 2025. Based on overall Company performance in 2025, the 2025 STI PRSU payout factor was 102.3% and the earned 2025 STI PRSUs will vest in February 2026, subject to each NEO's continued employment as of the vesting date. See the discussion of the 2025 STI PRSU awards on page 43 for more information; and •Granted an additional prorated award of STI PRSUs (May 2025 Promotion STI) to Mr. Anderson in recognition of his increased responsibilities due to his promotion to Executive Vice President and CFO, with such award eligible to be earned based on overall Company financial performance in fiscal 2025 on the same basis as the 2025 STI PRSUs, described above. The earned May 2025 Promotion STI PRSUs will vest in May 2026, subject to Mr. Anderson's continued employment as of the vesting date. See the discussion of the May 2025 Promotion STI beginning on page 44 for more information. LTI Compensation •Granted our NEOs annual long-term equity awards in February 2025 consisting of 50% RSAs or RSUs and 50% PRSUs (2025 LTI PRSUs). This design is intended to be aligned with competitive market practices, support our retention objectives and reward overall Company performance. Based on overall Company performance in 2025, determined that 100.01% of the target number of shares of our common stock subject to the 2025 LTI PRSUs based on one-year performance and 104.76% of the target number of shares of our common stock subject to the 2025 LTI PRSUs based on the first of three one-year performance periods were earned and would vest in February 2026 subject to each NEO's continued employment as of the vesting date. See the discussion of the 2025 LTI PRSU awards to NEOs beginning on page

  55. Overview of Compensation Philosophy and Executive Compensation Program

    | 1. | Market Competitiveness. Provide market competitive compensation opportunities to attract and retain executive officers and motivate them to perform at their highest level. |

  56. Overview of Compensation Philosophy and Executive Compensation Program

    | 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. |

  57. Overview of Compensation Philosophy and Executive Compensation Program

    | 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. |

  58. Overview of Compensation Philosophy and Executive Compensation Program

    | 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 generally only upon a qualifying termination of employment within 12 months after 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 full-time employees. | 1 |

  59. Role of the Compensation Committee

    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.

  60. Role of Compensation Consultant

    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 2025, 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. During 2025, 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.

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    | 40 | | 2026 Proxy Statement |

  62. Role of Compensation Consultant

    | Table of Contents | EXECUTIVE COMPENSATION | |

  63. Competitive Positioning

    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 2024, the Compensation Committee reviewed our fiscal 2024 compensation peer group and determined to remove Fair Isaac Corporation (FICO) and Manhattan Associates, Inc. (MANH) as financial outliers.

  64. Competitive Positioning

    | 2025 COMPENSATION PEER GROUP | | | | | ACI Worldwide, Inc. (ACIW) | | | | | BILL Holdings, Inc. (BILL) | Blackbaud, Inc. Vs. Peer Group | | | | Box, Inc. (BOX) | Revenue* | | | | Commvault Systems, Inc. (CVLT) | | | | | E2open Parent Holdings, Inc. (ETWO) | | | | | Elastic N.V. (ESTC) | | | Blackbaud, Inc. | | | | | 60th Percentile | | Five9, Inc. (FIVN) | | | | | Guidewire Software, Inc. (GWRE) | Market Capitalization** | | | | Informatica, Inc. (INFA) | | | | | Pegasystems, Inc. (PEGA) | | | | | Rapid7, Inc. (RPD) | | Blackbaud, Inc. | | | | | 34th Percentile | | | SolarWinds Corporation (SWI)(1) | | | | | Tenable Holdings, Inc. (TENB) | *Based upon the last four fiscal quarters of publicly available data as of October 2024 | | | | Tyler Technologies, Inc. (TYL) | | | | | Verint Systems, Inc. (VRNT) | **Based upon a 30-day average as of 10/23/2024 | | |

  65. Competitive Positioning

    (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.

  66. Competitive Positioning

    | 2026 Proxy Statement | | 41 |

  67. Competitive Positioning

    | | EXECUTIVE COMPENSATION | Table of Contents |

  68. Competitive Positioning

    | Analysis of 2025 Executive Compensation |

  69. Competitive Positioning

    The charts below show the significant percentage of performance-based compensation reported for 2025 in the Summary Compensation Table for Mr. Gianoni, our CEO, and on average for our other NEOs as a group.

  70. 2025 Total Direct Compensation* Mix

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

  71. Short-term Incentive Compensation

    Short-term Incentive Compensation Our STI compensation represents one of the principal variable pay components of our executive compensation program, and during 2025, we provided our executive officers with the opportunity to earn STI compensation based on one or more pre-established corporate performance objectives. Consistent with 2024, the 2025 STI opportunities for our NEOs were 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 2025, 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 2025 STI opportunity was based entirely on corporate performance.

  72. Short-term Incentive Compensation

    | Name | Target STI Opportunity as a Percentage of Base Salary | | Mr. Gianoni | 100% | | Mr. Anderson(1) | 60% / 75% | | Mr. Boor | 75% | | Mr. Benjamin | 75% | | Mr. Gregoire | 75% | | Mr. McDearis | 75% |

  73. Short-term Incentive Compensation

    (1)Due to his promotion, Mr. Anderson's 2025 target STI opportunity was prorated at 60% from January 1, 2025 through April 30, 2025 and 75% from May 1, 2025 through December 31, 2025. 2025 STI PRSUs to NEOs On February 18, 2025, the Compensation Committee granted PRSUs to our NEOs for their STI opportunities. Accordingly, for 2025, STI compensation is reported in the “Stock Awards” columns of the 2025 Summary Compensation Table and the 2025 NEO Compensation Summary on pages 53 and 9, respectively, of this Proxy Statement. The performance metrics, thresholds and targets for the 2025 STI plan (discussed below) were approved by the Compensation Committee at the time of grant during the first quarter of 2025 and were not subsequently changed. Shares of our common stock subject to the 2025 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.

  74. Short-term Incentive Compensation

    | 2026 Proxy Statement | | 43 |

  75. Short-term Incentive Compensation

    | | EXECUTIVE COMPENSATION | Table of Contents |

  76. Short-term Incentive Compensation

    On April 30, 2025, Mr. Anderson was promoted to Executive Vice President and CFO. In connection with his promotion, in May 2025, Mr. Anderson was granted a prorated May 2025 Promotion STI award of 602 PRSUs under the 2025 annual plan with metrics consistent with the 2025 STI PRSUs performance metrics as defined below. To the extent earned, the May 2025 Promotion STI PRSUs will vest on May 2, 2026. The Compensation Committee determined the May 2025 Promotion STI award level for Mr. Anderson consistent with its executive compensation setting process and in consideration of his increased responsibilities. For purposes of determining 2025 STI PRSUs attainment: •“Non-GAAP Adjusted Recurring Revenue” means our 2025 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 2025 of acquisitions or dispositions. •“Non-GAAP Adjusted Income from Operations” means our 2025 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 2025 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 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 strong indicator of our long-term ability to increase profitability, cash flow and deliver stockholder value. During 2025, our recurring revenue grew to approximately 98% 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 2025 STI PRSUs would vest in February 2026 (subject to continued employment through the vesting date). Achievement against the 2025 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 2025 STI PRSUs performance metrics equally. The threshold levels for either of the 2025 STI PRSUs performance metrics had to be achieved or exceeded for there to be a payout (but with such payout still subject to remaining vesting conditions). The Compensation Committee evaluated our performance against the 2025 STI PRSUs performance metrics as follows:

  77. Short-term Incentive Compensation

    | 2025 Corporate Performance Metrics | Performance (dollars in millions) | | | | | | Below Threshold | Threshold | Target | Maximum | | Non-GAAP Adjusted Recurring Revenue | < $995.4 | $995.4 | $1,106.0(1) | $1,216.6 | | Non-GAAP Adjusted Income from Operations | < $306.9 | $306.9 | $341.0 | $409.2 | | | Payout (% of Target) | | | | | Number of shares as percentage of target | —% | 50.0% | 100.0% | 200.0% |

  78. Short-term Incentive Compensation

    (1)Non-GAAP Adjusted Recurring Revenue target reflects the expected reduction in recurring revenue for 2025 resulting from the disposition of EVERFI on December 31, 2024. 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.

  79. Short-term Incentive Compensation

    | 44 | | 2026 Proxy Statement |

  80. Short-term Incentive Compensation

    | Table of Contents | EXECUTIVE COMPENSATION | |

  81. Short-term Incentive Compensation

    The Compensation Committee retains discretion to adjust final performance thresholds and targets, positively or negatively, in limited circumstances, such as unforeseen events affecting the Company or its industry or instances of exceptional operational complexity. Any such discretion is expected to be used infrequently. In determining whether the exercise of discretion is appropriate, the Compensation Committee would consider, among other factors, the materiality of the event and whether it meaningfully distorted the relationship between Company performance and the intended outcomes under the applicable performance metrics. The Compensation Committee did not adjust the 2025 STI PRSUs performance metrics, nor did it exercise any such discretion in determining 2025 STI PRSUs payouts. Our achievement against the 2025 STI PRSUs performance metrics was $1,107.3 million, or 100.1% of target, with respect to Non-GAAP Adjusted Recurring Revenue and $344.4 million, or 101.0% of target, with respect to Non-GAAP Adjusted Income from Operations, for performance factors of approximately 100.9% and 103.8%, respectively. As a result, the 2025 STI PRSU payout factor was 102.3%.

  82. Short-term Incentive Compensation

    | | 2025 STI PRSUs | | | Name | Number of PRSUs Granted | Number of PRSUs Earned(1) | | Mr. Gianoni | 10,446 | 10,687 | | Mr. Anderson | 3,540(2) | 3,622(3) | | Mr. Boor | 5,079 | 5,196 | | Mr. Benjamin | 4,544 | 4,649 | | Mr. Gregoire | 4,799 | 4,910 | | Mr. McDearis | 4,652 | 4,759 |

  83. Short-term Incentive Compensation

    (1)The earned 2025 STI PRSUs vested on February 18, 2026 other than the earned May 2025 Promotion STI PRSUs granted to Mr. Anderson which will vest on May 2, 2026, subject to his continued employment. (2)Includes 2,938 and 602 PRSUs granted on February 18, 2025 and May 2, 2025, respectively. (3)Includes 3,006 and 616 PRSUs earned from awards granted on February 18, 2025 and May 2, 2025, respectively.

  84. Long-term Incentive Compensation

    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 addition, at least 50% the PRSUs granted to our NEOs are measured over multi-year periods. In 2025, the Compensation Committee granted our executive officers their annual LTI awards in the first fiscal quarter. 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 19, 2025 for their LTI, which also are reflected in the 2025 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.

  85. Long-term Incentive Compensation

    | | February 2025 LTI Grants | | | | Name | Number of RSAs or RSUs (time-based) | Number of PRSUs (one-year performance) | Number of PRSUs (three-year performance) | | Mr. Gianoni | 32,582 | 16,291 | 16,291 | | Mr. Anderson | 7,168 | 3,584 | 3,584 | | Mr. Boor | 19,550 | 9,775 | 9,775 | | Mr. Benjamin | 16,943 | 8,472 | 8,472 | | Mr. Gregoire | 21,179 | 10,590 | 10,590 | | Mr. McDearis | 15,640 | 7,820 | 7,820 |

  86. Long-term Incentive Compensation

    | 2026 Proxy Statement | | 45 |

  87. Long-term Incentive Compensation

    | | EXECUTIVE COMPENSATION | Table of Contents |

  88. Long-term Incentive Compensation

    On April 30, 2025, Mr. Anderson was promoted to Executive Vice President and CFO. In connection with his promotion, in May 2025, Mr. Anderson was granted a one-time May 2025 Promotion LTI restricted stock award of 11,227 shares of common stock (which was in addition to the February 2025 annual LTI award referenced above). The Compensation Committee determined the May 2025 Promotion LTI award level for Mr. Anderson after considering the factors listed above and his increased responsibilities. The number of shares granted to each NEO as RSAs or RSUs and PRSUs in fiscal 2025 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 2025 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. 2025 LTI RSAs or RSUs to NEOs The RSAs or RSUs granted to our NEOs during 2025 (including the May 2025 Promotion LTI RSA granted to Mr. Anderson) vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO's continued employment. 2025 LTI PRSUs to NEOs The Compensation Committee granted PRSUs to our NEOs in February 2025. Pursuant to the terms of such awards, 50% of the shares of our common stock subject to the 2025 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 2025 (together, the “One-year PRSUs”). The remaining 50% of the shares of our common stock subject to the 2025 LTI PRSUs may be earned and become eligible for vesting based on our level of achievement of Rule of 40 goals for fiscal 2025, fiscal 2026 and fiscal 2027 (the “Three-year PRSUs”). For purposes of determining 2025 LTI PRSU attainment: •“Non-GAAP Adjusted Total Revenue” means our 2025 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 2025 contracted annual recurring revenue ("CARR") less churn and downgrades divided by beginning CARR with a measurement period of 12 months ended December 31, 2025. •"Rule of 40" means our 2025 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 2025 LTI PRSUs performance metrics will promote our long-term ability to increase profitability and cash flow and deliver stockholder value. To the extent earned, the 2025 LTI PRSUs are eligible for vesting in three equal annual installments beginning on the first anniversary of the date of grant. Achievement against the 2025 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.

  89. Long-term Incentive Compensation

    | 46 | | 2026 Proxy Statement |

  90. Long-term Incentive Compensation

    | Table of Contents | EXECUTIVE COMPENSATION | |

  91. Long-term Incentive Compensation

    The Compensation Committee retains discretion to adjust final performance thresholds and targets, positively or negatively, in limited circumstances, such as unforeseen events affecting the Company or its industry or instances of exceptional operational complexity. Any such discretion is expected to be used infrequently. In determining whether the exercise of discretion is appropriate, the Compensation Committee would consider, among other factors, the materiality of the event and whether it meaningfully distorted the relationship between Company performance and the intended outcomes under the applicable performance metrics. The Compensation Committee did not adjust the 2025 LTI PRSUs performance metrics, nor did it exercise any such discretion in determining 2025 LTI PRSUs payouts for executive officers. 2025 One-year PRSUs The One-year PRSUs granted to our NEOs in 2025 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 2025 One-year PRSUs performance metrics had to be achieved or exceeded for there to be a payout (but with such payout still subject to remaining vesting conditions).

  92. Long-term Incentive Compensation

    | 2025 One-year PRSUs Performance Metrics | | Performance (dollars in millions) | | | | | | Performance Period | Below Threshold | Threshold | Target | Maximum | | Non-GAAP Adjusted Total Revenue | 2025 | < $1,015.2 | $1,015.2 | $1,128.0(1) | $1,240.8 | | Gross Dollar Retention | 2025 | < 89.0% | 89.0% | 92.0% | 94.0% | | | | Payout (% of Target) | | | | | Number of shares as percentage of target | | —% | 50.0% | 100.0% | 200.0% |

  93. Long-term Incentive Compensation

    (1)Non-GAAP Adjusted Total Revenue target reflects the expected reduction in total revenue for 2025 resulting from the disposition of EVERFI on December 31, 2024. Our achievement against the One-year PRSUs performance metrics was $1,129.5 million, or 100.1% of target, with respect to Non-GAAP Adjusted Total Revenue and 91.8%, or 99.8% of target, with respect to Gross Dollar Retention, resulting in performance factors of approximately 101.0% and 99.0%, respectively. As a result, the Compensation Committee determined that 100.01% 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.

  94. Long-term Incentive Compensation

    | | 2025 One-year PRSUs | | | Name | Number of PRSUs Granted (one-year performance) | Number of PRSUs Earned (2025 performance)(1) | | Mr. Gianoni | 16,291 | 16,294 | | Mr. Anderson | 3,584 | 3,587 | | Mr. Boor | 9,775 | 9,778 | | Mr. Benjamin | 8,472 | 8,475 | | Mr. Gregoire | 10,590 | 10,593 | | Mr. McDearis | 7,820 | 7,823 |

  95. Long-term Incentive Compensation

    (1)The earned 2025 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. 2025 Three-year PRSUs The Three-year PRSUs granted to our NEOs in 2025 are eligible to be earned based on our level of achievement of three equally weighted Rule of 40 goals for fiscal 2025, fiscal 2026 and fiscal 2027.

  96. Long-term Incentive Compensation

    | 2025 Three-year PRSUs Performance Metrics | | Performance | | | | | | Performance Period | Below Threshold | Threshold | Target | Maximum | | Rule of 40 | 2025 | < 36.9% | 36.9% | 41.0% | 45.1% | | Rule of 40 | 2026 | < 37.4% | 37.4% | 41.5% | 45.7% | | Rule of 40 | 2027 | < 37.8% | 37.8% | 42.0% | 46.2% | | | | Payout (% of Target) | | | | | Number of shares as percentage of target | | —% | 50.0% | 100.0% | 200.0% |

  97. Long-term Incentive Compensation

    | 2026 Proxy Statement | | 47 |

  98. Long-term Incentive Compensation

    | | EXECUTIVE COMPENSATION | Table of Contents |

  99. Long-term Incentive Compensation

    During fiscal 2025, we achieved a Rule of 40 of 41.6%, or 101.5% of target, resulting in a payout equal to 104.76% of target.

  100. Long-term Incentive Compensation

    | | 2025 Three-year PRSUs | | | | | Name | Number of PRSUs Granted (three-year performance) | Number of PRSUs Earned (2025 performance)(1) | Number of PRSUs Earned (2026 performance) | Number of PRSUs Earned (2027 performance) | | Mr. Gianoni | 16,291 | 5,690 | TBD | TBD | | Mr. Anderson | 3,584 | 1,252 | TBD | TBD | | Mr. Boor | 9,775 | 3,415 | TBD | TBD | | Mr. Benjamin | 8,472 | 2,959 | TBD | TBD | | Mr. Gregoire | 10,590 | 3,699 | TBD | TBD | | Mr. McDearis | 7,820 | 2,732 | TBD | TBD |

  101. Long-term Incentive Compensation

    (1)In accordance with the LTI award terms discussed above, 104.76% of the shares of our common stock subject to the 2025 Three-year PRSUs based on 2025 Rule of 40 performance were earned and vested on February 19, 2026. Prior Year Three-year PRSUs Consistent with 2025, 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. Our NEOs were eligible to earn PRSUs that were granted in prior years and tied to the achievement of Rule of 40 goals for 2025. 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 2024 and 2023 vesting on the second and third anniversaries of the grant date, respectively.

  102. Long-term Incentive Compensation

    | Grant Year | Performance Period | Below Threshold | Threshold | Target | Maximum | Actual Achievement | % Earned | Payout % | | 2024 | 2025 | < 36.5% | 36.5% | 40.5% | 44.6% | 41.0% | 101.2% | 103.87% | | 2023 | 2025 | < 34.0% | 34.0% | 38.0% | 42.0% | 40.9% | 107.7% | 143.47% |

  103. Long-term Incentive Compensation

    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 2025 performance.

  104. Long-term Incentive Compensation

    | Name | Fiscal Year of Grant | Target Number of PRSUs Based on 2025 Performance | Number of PRSUs Earned Based on 2025 Performance | | Mr. Gianoni | 2024 | 10,753 | 11,170(1) | | | 2023 | 10,893 | 15,629(2) | | Mr. Anderson | 2024 | 409 | 425(1) | | | 2023 | 545 | 782(2) | | Mr. Boor | 2024 | 4,096 | 4,255(1) | | | 2023 | 4,357 | 6,251(2) | | Mr. Benjamin | 2024 | 2,663 | 2,767(1) | | | 2023 | 3,404 | 4,884(2) | | Mr. Gregoire | 2024 | 3,328 | 3,457(1) | | | 2023 | 3,677 | 5,276(2) | | Mr. McDearis | 2024 | 2,458 | 2,554(1) | | | 2023 | 2,996 | 4,299(2) |

  105. Long-term Incentive Compensation

    (1)Vested on February 21, 2026. (2)Vested on February 13, 2026.

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  107. Long-term Incentive Compensation

    | Table of Contents | EXECUTIVE COMPENSATION | |

  108. Long-term Incentive Compensation

    | Post-Employment Compensation |

  109. Change In Control Payments and Benefits

    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 (or in limited circumstances for Mr. Gianoni, if a qualifying termination occurs shortly before such a change in control). 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 62 of this Proxy Statement.

  110. Retirement Benefit

    Retirement Benefit Our LTI program includes a retirement benefit, which allows employees who retire having met certain requirements to be eligible for continued vesting of qualifying RSUs and qualifying 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. 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; •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, all of which is approved by our Chief People & Culture Officer and CEO. The retirement benefit allows qualifying time-based RSUs to continue to vest for eligible retired employees. For qualifying performance-based grants, the PRSUs continue 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 awards and recoup or "clawback" payments in certain circumstances if a retiree subsequently accepts employment within our industry or violates other restrictive covenants to which the retiree has agreed. In order to receive the LTI with retirement, the employee must sign a release provided by the Company. In December 2025, the Board of Directors approved updates to our LTI program for RSUs and PRSUs granted on or after January 1, 2026. The principal changes to the retirement program include (i) an increase in the minimum combined age and years of service required at the time of grant for an employee’s annual RSU or PRSU to be eligible under the retirement program from 62 to 65, (ii) a new minimum age of 60 on the eligible employee’s retirement date, and (iii) PRSUs with performance periods that end after retirement will also now be eligible under the retirement program (rather than only if the performance period and certification of achievement have been completed prior to retirement). Additional information regarding the updates to our LTI program is contained in the Company's Current Report on Form 8-K filed with the SEC on December 5, 2025.

  111. Corporate Equity Compensation Policy and Practices

    Corporate Equity Compensation Policy and Practices 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, 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. During 2025, we did not grant any stock options, stock appreciation rights or similar option-like awards to any director, officer or employee and have no current plans to do so as an element of our equity compensation program. Also during 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  112. COMPENSATION TABLES

    | 2025 SUMMARY COMPENSATION TABLE |

  113. COMPENSATION TABLES

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Michael P. Gianoni CEO, President and Vice Chairman of the Board | 2025 | $800,031 | $5,206,285 | $15,934 | $6,022,250 | | | 2024 | 800,031 | 9,408,693 | 17,116 | 10,225,840 | | | 2023 | 800,031 | 8,778,735 | 17,957 | 9,596,722 | | Chad M. Anderson(4) Executive Vice President and CFO | 2025 | 400,016 | 1,917,084 | 16,439 | 2,333,538 | | Anthony W. Boor Executive Vice President of Corporate Development and Strategy | 2025 | 518,598 | 3,039,538 | 18,499 | 3,576,635 | | | 2024 | 518,598 | 3,654,674 | 18,703 | 4,191,975 | | | 2023 | 518,598 | 3,552,224 | 18,707 | 4,089,530 | | David J. Benjamin Executive Vice President and CCO | 2025 | 464,018 | 2,644,379 | 19,223 | 3,127,620 | | | 2024 | 457,018 | 2,446,402 | 18,087 | 2,921,507 | | | 2023 | 413,312 | 2,759,338 | 735,804 | 3,908,454 | | Kevin P. Gregoire Executive Vice President and COO | 2025 | 490,019 | 3,242,976 | 17,673 | 3,750,668 | | | 2024 | 490,019 | 3,012,539 | 17,786 | 3,520,344 | | | 2023 | 482,307 | 3,021,823 | 12,383 | 3,516,512 | | Kevin R. McDearis Executive Vice President and CTO | 2025 | 475,018 | 2,473,412 | 14,624 | 2,963,054 | | | 2024 | 475,018 | 2,295,556 | 15,137 | 2,785,711 | | | 2023 | 463,894 | 2,510,811 | 20,365 | 2,995,070 |

  114. COMPENSATION TABLES

    | 2025 GRANTS OF PLAN-BASED AWARDS TABLE |

  115. COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE |

  116. COMPENSATION TABLES

    | OPTION EXERCISES AND STOCK VESTED IN 2025 TABLE |

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  118. PAY VERSUS PERFORMANCE

    | 2025 PAY VERSUS PERFORMANCE TABLE |

  119. PAY VERSUS PERFORMANCE

    The following table sets forth information related to "compensation actually paid" (as defined by and in accordance with SEC rules) to our principal executive officer ("PEO") and our other NEOs as a group and information regarding Company and peer group performance during 2025, 2024, 2023, 2022 and 2021. Note that "compensation actually paid" differs from the Summary Compensation Table totals as indicated in the table below. The information in the disclosure below does not necessarily reflect the Company’s approach to performance-based compensation, and the Compensation Committee did not consider the pay versus performance disclosure below when determining NEO compensation. For further information regarding the Company’s executive compensation philosophy and the Company’s approach to aligning executive compensation with Company performance, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.

  120. PAY VERSUS PERFORMANCE

    | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(3) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(2)(3) | Value of initial fixed $100 investment based on: | | Net income (loss) ($M)(6) | Rule of 40(7)(8) | | | | | | | Total shareholder return(4) | Peer group total shareholder return(4)(5) | | | | 2025 | $6,022,250 | $3,844,890 | $3,150,303 | $2,449,737 | $110.01 | $148.53 | $115.0 | 41.4% | | 2024 | 10,225,840 | 6,547,279 | 3,354,884 | 2,062,531 | 93.03 | 211.18 | (283.2) | 38.9% | | 2023 | 9,596,722 | 18,169,412 | 3,627,392 | 6,678,600 | 109.11 | 153.64 | 1.8 | 37.0% | | 2022 | 8,819,151 | 3,450,876 | 3,654,102 | 2,110,183 | 74.07 | 120.32 | (45.4) | 27.5% | | 2021 | 11,810,500 | 18,011,733 | 3,734,533 | 5,582,811 | 99.39 | 145.22 | 5.7 | 28.1% |

  121. PAY VERSUS PERFORMANCE

    (1)During all years presented, Mr. Gianoni was our CEO and President. (2)During 2025, our non-PEO NEOs were: Messrs. Anderson, Boor, Benjamin, Gregoire and McDearis. During 2024, 2023 and 2022, our non-PEO NEOs were: Messrs. Boor, Benjamin, Gregoire and McDearis. During 2021, our non-PEO NEOs were: Messrs. Boor, Gregoire, McDearis and Kevin M. Mooney. (3)The dollar amounts shown represent "compensation actually paid" to our PEO and non-PEO NEOs, as determined in accordance with SEC rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned, received or realized by our PEO and non-PEO NEOs for the applicable year. The following table sets forth the adjustments included in the 2025 compensation actually paid calculation, per SEC rules, for our PEO and non-PEO NEOs:

  122. PAY VERSUS PERFORMANCE

    | | 2025 | | | | CEO | Average of Other NEOs | | Summary Compensation Table Total | $6,022,250 | $3,150,303 | | Adjustments | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | (5,206,285) | (2,663,478) | | Increase based on ASC 718 fair value of awards granted during fiscal year that remain unvested as of fiscal year end, determined as of fiscal year end | 4,821,438 | 2,482,701 | | Increase based on ASC 718 fair value of awards granted during fiscal year that vested during fiscal year, determined as of vesting date | — | — | | Deduction for awards granted prior to fiscal year that were outstanding and unvested as of fiscal year end, determined based on change in ASC 718 fair value from prior fiscal year end to fiscal year end | (1,408,517) | (373,911) | | Deduction for awards granted prior to fiscal year that vested during fiscal year, determined based on change in ASC 718 fair value from prior fiscal year end to vesting date | (383,995) | (145,879) | | Deduction of ASC 718 fair value of awards granted prior to fiscal year that were forfeited during fiscal year, determined as of prior fiscal year end | — | — | | Compensation Actually Paid | $3,844,890 | $2,449,737 |

  123. PAY VERSUS PERFORMANCE

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  124. PAY VERSUS PERFORMANCE

    | | EXECUTIVE COMPENSATION | Table of Contents |

  125. PAY VERSUS PERFORMANCE

    (4)In accordance with SEC rules, the amount shown assumes $100 was invested in our common stock and in the peer group, respectively, for the cumulative period from market close on December 31, 2020, through the end of the listed fiscal year. Historical stock price performance is not necessarily indicative of future stock price performance. The following graph describes the relationship between compensation actually paid versus cumulative total shareholder return ("TSR"): (5)The peer group total shareholder returns presented include the following compensation peer groups used in evaluating our executive compensation (as discussed beginning on page 39 of this Proxy Statement): a.2025 — ACI Worldwide, Inc., BILL Holdings, Inc., Box, Inc., Commvault Systems, Inc., E2open Parent Holdings, Inc., Elastic N.V., Five9, Inc., Guidewire Software, Inc., Informatica, Inc., Pegasystems, Inc., Rapid7, Inc., SolarWinds Corporation, Tenable Holdings, Inc., Tyler Technologies, Inc. and Verint Systems, Inc. For more information, including an explanation of the changes, not due to acquisition, made to our prior year compensation peer group, see page 41. We cannot provide a comparable cumulative TSR versus our 2024 peer group as two companies were removed due to acquisitions and were not public during all of 2025. These companies were: Envestnet, Inc. and PowerSchool Holdings, Inc. b.2024 — ACI Worldwide, Inc., Box, Inc., Commvault Systems, Inc., E2open Parent Holdings, Inc., Elastic N.V., Envestnet, Inc., Fair Isaac Corporation, Guidewire Software, Inc., Informatica, Inc., Manhattan Associates, Inc., Pegasystems, Inc., PowerSchool Holdings, Inc., SolarWinds Corporation, Tyler Technologies, Inc. and Verint Systems, Inc. For an explanation of the changes, not due to acquisition, made to our prior year compensation peer group, please refer to Blackbaud’s Proxy Statement for the 2025 Meeting of Stockholders filed on April 23, 2024. We cannot provide a comparable cumulative TSR versus our 2023 peer group as two companies were removed due to acquisitions and were not public during all of 2024. These companies were: Cvent Holding Corporation and New Relic, Inc. c.2023 — ACI Worldwide, Inc., Box, Inc., Commvault Systems, Inc., Cvent Holding Corporation, E2open Parent Holdings, Inc., Envestnet, Inc., Fair Isaac Corporation, Guidewire Software, Inc., Manhattan Associates, Inc., New Relic, Inc., Pegasystems, Inc., PowerSchool Holdings, Inc., SolarWinds Corporation, Tyler Technologies, Inc. and Verint Systems, Inc. For an explanation of the changes, not due to acquisition, made to our prior year compensation peer group, please refer to Blackbaud’s Proxy Statement for the 2024 Meeting of Stockholders filed on April 23, 2024. We cannot provide a comparable cumulative TSR versus our 2022 peer group as two companies were removed due to acquisitions and were not public during all of 2023. These companies were: Bottomline Technologies, Inc. and Mandiant, Inc. d.2022 — 8x8, Inc., ACI Worldwide, Inc., Aspen Technology, Inc., Bottomline Technologies, Inc., Box, Inc., Commvault Systems, Inc., Envestnet, Inc., Fair Isaac Corporation, Mandiant, Inc., Manhattan Associates, Inc., New Relic, Inc., Progress Software Corporation, SolarWinds Corporation, Tyler Technologies, Inc., Verint Systems, Inc. and Ziff Davis, Inc. For an explanation of the changes, not due to acquisition, made to our prior year compensation peer group, please refer to Blackbaud’s Proxy Statement for the 2023 Meeting of Stockholders filed on April 25, 2023. We cannot provide a comparable cumulative TSR versus our 2021 peer group as four companies were removed due to acquisitions and were not public during all of 2022. These companies were: Cloudera, Inc., Cornerstone OnDemand, Inc., Proofpoint, Inc. and RealPage, Inc. e.2021 — 8x8, Inc., ACI Worldwide, Inc., Aspen Technology, Inc., Cloudera, Inc., Commvault Systems, Inc., Cornerstone OnDemand, Inc., Envestnet, Inc., Fair Isaac Corporation, Mandiant, Inc., Manhattan Associates, Inc., New Relic, Inc., Paylocity Holding Corporation, Proofpoint, Inc., RealPage, Inc., Tyler Technologies, Inc., Verint Systems, Inc. and Ziff Davis, Inc. (6)The following graph describes the relationship between compensation actually paid versus net income (loss):

  126. PAY VERSUS PERFORMANCE

    | 60 | | 2026 Proxy Statement |

  127. PAY VERSUS PERFORMANCE

    | Table of Contents | EXECUTIVE COMPENSATION | |

  128. PAY VERSUS PERFORMANCE

    (7)Represents Rule of 40 as reported and not adjusted for year over year foreign currency fluctuations as used in determining results for LTI Three-year PRSUs as described beginning on page 45 of this Proxy Statement. The Company also measures and uses Rule of 40 on a constant currency basis. See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles. (8)The following graph describes the relationship between compensation actually paid versus Rule of 40: The following table sets forth the Company's most important financial performance measures used to link NEO compensation actually paid during 2025 to Company performance.

  129. PAY VERSUS PERFORMANCE

    | Company Performance Measures(1)(2) | | Non-GAAP Adjusted Recurring Revenue | | Non-GAAP Adjusted Income from Operations | | Non-GAAP Adjusted Total Revenue | | Gross Dollar Retention | | Rule of 40 |

  130. PAY VERSUS PERFORMANCE

    (1)This list is unranked. (2)For discussion on each performance measure and why it was chosen, see "Short-term Incentive Compensation" (beginning on page 43 of this Proxy Statement) and "Long-term Incentive Compensation" (beginning on page 45 of this Proxy Statement).

  131. NONQUALIFIED DEFERRED COMPENSATION AND RETIREMENT PLANS

    NONQUALIFIED DEFERRED COMPENSATION AND RETIREMENT PLANS We do not maintain deferred compensation or defined benefit pension or supplemental retirement plans for our executive officers.

  132. NONQUALIFIED DEFERRED COMPENSATION AND RETIREMENT PLANS

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  133. NONQUALIFIED DEFERRED COMPENSATION AND RETIREMENT PLANS

    | | EXECUTIVE COMPENSATION | Table of Contents |

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Employment Arrangements |

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Set forth below are descriptions of the principal terms of the employment agreements and retention agreements currently in effect with our NEOs and, where applicable, the estimated potential payments and benefits that these individuals may receive upon a termination of employment, including a termination of employment in connection with a change in control of our Company.

  137. Messrs. Anderson, Boor, Benjamin, Gregoire and McDearis

    | Quantification of Potential Payments Upon Termination or Change in Control |

  138. CEO PAY RATIO

    CEO PAY RATIO As required by Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Gianoni, our CEO. The pay ratio described below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio and calculation methodology may not be comparable with the CEO pay ratios and approaches of other companies. For 2025: •the median of the annual total compensation of all employees of our Company (other than Mr. Gianoni), was $118,728; and •the annual total compensation of Mr. Gianoni, as reported in the 2025 Summary Compensation Table beginning on page 53 of this Proxy Statement, was $6,022,250. Based on this information, for 2025, the ratio of the annual total compensation of Mr. Gianoni to the median of the annual total compensation of all other employees was estimated to be 51 to 1. During 2025, there were changes in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure. Therefore, in accordance with applicable SEC rules, we elected to determine a new median employee as of December 31, 2025. To identify the median employee, compensation data was gathered for our entire employee population as of December 31, 2025, excluding our CEO. We included part-time and non-U.S. employees. We used total 2025 earned compensation (base salary paid in 2025, sales commissions paid in 2025 and the value of equity awards received in 2025 for STI and LTI compensation) as the compensation measure that best reflects the compensation of all our employees. This compensation measure was consistently applied to all of our employees included in the calculation. We annualized the compensation amounts for employees hired during 2025 and, for non-U.S. employees, we converted compensation amounts to U.S. dollars using our currency exchange rates used for organizational planning purposes. In accordance with SEC rules, after identifying our median employee, the 2025 annual total compensation of the median employee and our CEO were determined using the same methodology that we use to determine our NEOs' annual total compensation for the Summary Compensation Table.

  139. CEO PAY RATIO

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  140. CEO PAY RATIO

    | | EXECUTIVE COMPENSATION | Table of Contents |