BLACKBAUD INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) are designed only to provide reasonable assurance that they will meet their objectives. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide the reasonable assurance discussed above. Changes in Internal Control Over Financial Reporting Although we do not believe it materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021 excluded EVERFI as discussed below. We are working to integrate EVERFI into our overall internal control over financial reporting processes. No change in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) . Based on this evaluation under the Internal Control - Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2021. 2021 Form 10-K 109 Table of Contents Blackbaud, Inc. We excluded EVERFI from our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021, as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period). The acquisition of EVERFI was completed on December 31, 2021. As of and for the year ended December 31, 2021, EVERFI's assets represented approximately 6% of our consolidated total assets and its revenue represented 0% of our consolidated total revenue. The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8 of this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 110 2021 Form 10-K Table of Contents Blackbaud, Inc. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 with respect to Directors and Executive Officers is incorporated by reference from the information under the captions “Election of Directors,” “Information Regarding Meetings of the Board and Committees,” “Delinquent Section 16(a) Reports,” and “Code of Business Conduct and Ethics and Code of Ethics,” contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022, except for "Information about our Executive Officers" which is set forth in Part I of this report. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from the information under the captions "Director Compensation," “Executive Compensation,” “Compensation Discussion and Analysis,” “2021 Summary Compensation Table” and "CEO Pay Ratio" contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference from information under the captions “Stock Ownership” and "Equity Compensation Plan Information" contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference from the information under the captions “Transactions with Related Persons,” and “Independence of Directors” contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 is incorporated by reference from the information under the caption “Audit Committee Report,” contained in Blackbaud’s Proxy Statement for the 2022 Annual Meeting of Stockholders expected to be held on June 9, 2022. 2021 Form 10-K 111 Table of Contents Blackbaud, Inc. PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are included as part of the Annual Report on Form 10-K: 1. Financial statements See the "Index to consolidated financial statements" in Part II Item 8 of this report. There were no retrospective changes to the Consolidated Statement of Operations for any quarters in the two most recent fiscal years that would require disclosure under Item 302, as amended. 2. Financial statement schedules Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements thereto. 3. Exhibits The exhibits listed below are filed or incorporated by reference as part of this report: Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 2.1 Agreement and Plan of Merger and Reincorporation dated April 6, 2004 S-1/A 4/6/2004 2.1 2.6 Agreement and Plan of Merger dated as of January 16, 2012 by and among Blackbaud, Inc., Caribou Acquisition Corporation and Convio, Inc. 8-K 1/17/2012 2.4 2.7 Stock Purchase Agreement dated as of October 6, 2011 by and among Everyday Hero Pty. Ltd., all of the stockholders of Everyday Hero Pty. Ltd., Nathan Betteridge as stockholder representative and Blackbaud Pacific Pty. Ltd. 10-K 2/29/2012 2.7 2.8 Purchase Agreement, dated August 30, 2014, by and among MicroEdge Holdings, LLC, Blackbaud, Inc, direct and indirect holders of all of the outstanding equity interests of MicroEdge Holdings, LLC, and VFF I AIV I, L.P., as Sellers’ Representative. 8-K 10/2/2014 10.76 2.9 Unit Purchase Agreement, dated as of August 10, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc. 8-K 10/8/2015 10.78 2.10 Amendment, Consent and Waiver, Agreement dated as of October 2, 2015, by and between Smart Tuition Holdings, LLC and Blackbaud, Inc. 8-K 10/8/2015 10.79 2.11 Agreement and Plan of Merger, dated as of December 30, 2021, by and among Blackbaud, Inc., Project Montessori Acquisition, Inc., EverFi, Inc. and Eon Stockholder Representative, LLC 8-K 1/3/2022 2.1 3.4 Amended and Restated Certificate of Incorporation of Blackbaud, Inc. DEF 14A 4/30/2009 3.5 Amended and Restated Bylaws of Blackbaud, Inc. 8-K 6/14/2019 3.1 112 2021 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 4.1 Description of Capital Stock 10-K 2/20/2020 4.1 10.1 † Form of Employment Agreement between Blackbaud, Inc. and each of Anthony W. Boor and Kevin W. Mooney 10-K 2/27/2013 10.65 10. 2 † Form of Employment Agreement between Blackbaud, Inc. and Jon W. Olson 10-K 2/27/2013 10.65 10. 3 † Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan DEF 14A 4/26/2016 Appendix C 10. 4 Lease Agreement dated May 16, 2016 between BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) and HPBB1, LLC 10-Q 8/4/2016 10.84 10. 5 First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 11/4/2016 10.87 10. 6 † Form of Retention Agreement dated as of August 1, 2017 between Blackbaud, Inc. and each of Anthony W. Boor, Kevin P. Greg oire, K evin R. McDearis, Kevin W. Mooney and Jon W. Olson. 10-Q 8/4/2017 10.92 10. 7 Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-K 2/20/2018 10.93 10. 8 Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-K 2/20/2018 10.94 10. 9 Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 5/4/2018 10.95 10. 10 † Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan DEF 14A 4/24/2019 Appendix B 10. 11 † Offer Letter Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 5/3/2019 10.96 10. 1 2 † Form of Employee Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 5/3/2019 10.97 10. 13 † Amended and Restated Employment and Noncompetition Agreement dated December 11, 2019 between Blackbaud, Inc. and Michael P. Gianoni 8-K 12/13/2019 10.99 10. 14 Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.1 10. 15 Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.2 10. 16 Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.3 10. 17 Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.4 2021 Form 10-K 113 Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10. 18 Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.5 10. 19 Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 8/4/2020 10.7 10. 2 0 Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) 10-Q 11/3/2020 10.3 10. 2 1 Amended and Restated Credit Agreement, dated as of October 30, 2020, by and among Blackbaud, Inc., and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Regions Bank, BBVA USA and Fifth Third Bank, National Association, as Co-Documentation Agents, with BofA Securities, Inc., PNC Bank, National Association, Regions Capital Markets, BBVA USA and Fifth Third Bank, National Association as Joint Lead Arrangers and Joint Bookrunners. 10-Q 11/3/2020 10.4 10. 2 2 Amended and Restated Pledge Agreement, dated as of October 30, 2020, by Blackbaud, Inc. in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of itself and the secured parties referred to therein. 10-Q 11/3/2020 10.5 10. 2 3 Form of Employment Agreement between Blackbaud, Inc. and Kevin McDearis 10-Q 5/4/2021 10.1 10. 2 4 LIBOR Transition Amendment, dated as of September 20, 2021, between Blackbaud, Inc. and Bank of America, N.A. 10-Q 11/4/2021 10.1 10. 2 5 First Incremental Term Loan Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent 8-K 1/3/2022 10.1 10. 2 6 Registration Rights Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., EverFi, Inc., TPG Eon, L.P., each other shareholder party thereto and Eon Stockholder Representative, LLC 8-K 1/3/2022 10.2 10. 2 7 First Amendment to Credit Agreement, dated as of January 31, 2022, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent 8-K 2/3/2022 10.1 114 2021 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 21.1 Subsidiaries of Blackbaud, Inc. X 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X † Indicates management contract or compensatory plan, contract or arrangement. ITEM 16. Form 10-K Summary Not applicable. 2021 Form 10-K 115 Table of Contents Blackbaud, Inc. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Blackbaud, Inc. Signed: March 1, 2022 /S/ MICHAEL P. GIANONI President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the Registrant and on the dates indicated. /S/ MICHAEL P. GIANONI President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 1, 2022 Michael P. Gianoni /S/ ANTHONY W. BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 1, 2022 Anthony W. Boor /S/ ANDREW M. LEITCH Chairman of the Board of Directors Date: March 1, 2022 Andrew M. Leitch /S/ TIMOTHY CHOU Director Date: March 1, 2022 Timothy Chou /S/ GEORGE H. ELLIS Director Date: March 1, 2022 George H. Ellis /S/ D. ROGER NANNEY Director Date: March 1, 2022 D. Roger Nanney /S/ SARAH E. NASH Director Date: March 1, 2022 Sarah E. Nash /S/ JOYCE M. NELSON Director Date: March 1, 2022 Joyce M. Nelson 116 2021 Form 10-K