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 No changes in internal control over financial reporting occurred during the most recent fiscal quarter ended December 31, 2024 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, 2024, 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, 2024. The effectiveness of our internal control over financial reporting as of December 31, 2024, 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. 2024 Form 10-K 109 Table of Contents Blackbaud, Inc. ITEM 9B. OTHER INFORMATION Trading Plans Adopted or Terminated The following table provides information about trading arrangements adopted or terminated by certain of our officers and directors during the three months ended December 31, 2024. Trading arrangement (1) Aggregate number of securities to be sold under plan Name and Title Action Date of Adoption Plan effective date Plan end date Plan duration (months) Rule 10b5-1 Non-Rule 10b5-1 David J. Benjamin Executive Vice President and Chief Commercial Officer Adoption 11/28/24 3/07/25 10/31/25 Eight X 17,478 Kevin R. McDearis Executive Vice President and Chief Technology Officer Adoption 11/30/24 3/17/25 10/31/25 Eight X 31,557 (1) An SEC "Rule 10b5-1(c) trading arrangement" is a trading arrangement made by a person through entering into a binding contract, verbal instruction or adoption of a written plan prior to becoming aware of material non-public information. The contract, instruction or written plan must specify the amount, price and date of securities to be sold; include the means for determining the amount, price and date of the sale or sales; and not permit the person to have subsequent influence over the sale or sales. The compliant plan must be entered into and operated in good faith, include a specified cooling off period, be certified by an authorized officer and is restricted from having multiple or overlapping plans. A non-compliant trading arrangement, or a "non-Rule 10b5-1 trading arrangement," is a trading arrangement that has similar requirements to a Rule 10b5-1(c) trading arrangement except that it must be in written form and does not require a cooling off period or certification of an authorized officer and there is no restriction from having multiple or overlapping plans. (2) Represents the target quantity of Performance Share Awards which may be subject to a performance multiplier; therefore, the aggregate number of shares to be sold may be equal to, greater than or less than the target quantity. None of our officers or directors adopted or terminated a non -Rule 10b5-1 trading arrangement during the three months ended December 31, 2024. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 110 2024 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,” “Code of Business Conduct and Ethics and Code of Ethics” and "Insider Trading Arrangements and Policies" contained in Blackbaud’s Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 11, 2025, 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,” “2024 Summary Compensation Table,” "CEO Pay Ratio" and "Pay Versus Performance" contained in Blackbaud’s Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 11, 2025. 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 2025 Annual Meeting of Stockholders expected to be held on June 11, 2025. 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 2025 Annual Meeting of Stockholders expected to be held on June 11, 2025. 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 2025 Annual Meeting of Stockholders expected to be held on June 11, 2025. 2024 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 2.2 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 2.3 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 2.4 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 2.5 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 3.1 Amended and Restated Certificate of Incorporation of Blackbaud, Inc. DEF 14A 4/30/2009 3.1.1 Amendment to the Amended and Restated Certificate of Incorporation of Blackbaud, Inc. 10-Q 7/31/2024 3.1.1 3.2 Certificate of Designation of Series A Junior Participating Preferred Stock of Blackbaud, Inc. 8-K 10/11/2022 3.1 3.3 Amended and Restated Bylaws of Blackbaud, Inc. dated December 7, 2023 8-K 12/11/2023 3.1 3.4 Certificate of Elimination of the Series A Junior Participating Preferred Stock of Blackbaud, Inc. 8-A12B/A 3/18/2024 3.1 4.1 Description of Capital Stock X 112 2024 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 4.2 Stockholder Rights Agreement, dated as of October 7, 2022, between Blackbaud, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. 8-K 10/11/2022 4.1 4.3 Amendment to Stockholder Rights Agreement, dated as of October 2, 2023, between Blackbaud, Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent. 8-K 10/2/2023 4.2 4.4 Second Amendment to Stockholder Rights Agreement, dated as of January 26, 2024, between Blackbaud, Inc. and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. 8-K 1/26/2024 4.3 4.5 Third Amendment to Stockholder Rights Agreement, dated as of March 18, 2024, by and between Blackbaud, Inc. and Broadridge Corporate Issuer Solutions, LLC. 8-K 3/18/2024 4.4 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 Lease Agreement dated May 16, 2016 between BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) and HPBB1, LLC 10-Q 8/4/2016 10.84 10.4 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 10.5 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 10.6 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 10.7 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 10.8 † Form of Employee Agreement between Blackbaud, Inc. and Kevin P. Gregoire 10-Q 5/3/2019 10.97 10. 9 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 10.1 0 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. 1 1 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 2024 Form 10-K 113 Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.1 2 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 10.1 3 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 10.1 4 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 10.1 5 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 10.1 6 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 10.1 7 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 10.1 8 † Form of Employment Agreement between Blackbaud, Inc. and Kevin McDearis 10-Q 5/4/2021 10.1 10. 19 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 0 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 1 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 2 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 2024 Form 10-K Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.2 3 LIBOR Transition Amendment, dated as of August 26, 2022, between Blackbaud, Inc. and Bank of America, N.A. 10-Q 3/1/2022 10.2 10. 24 † Amended and Restated Employment and Noncompetition Agreement dated September 20, 2022 between Blackbaud, Inc. and Michael P. Gianoni 8-K 9/21/2022 10.1 10.2 5 Consent Agreement, dated as of January 23, 2023, between Blackbaud, Inc. and Bank of America, N.A. 10-K 2/24/2023 10.30 10. 26 Form of Retention Agreement dated as of April 24, 2023 between Blackbaud, Inc. and each of Anthony W. Boor, David J. Benjamin, Kevin P. Gregoire, Kevin R. McDearis, Kevin W. Mooney and Jon W. Olson 10-Q 5/4/2023 10.1 10. 2 7 Relocation Agreement dated June 8, 2023 between Blackbaud, Inc. and David J. Benjamin. 8-K 6/12/2023 10.1 10. 2 8 Third Amendment to Credit Agreement, dated as of April 30, 2024, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent. 10-Q 5/1/2024 10.1 10. 29 † Amended and Restated Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan DEF 14A 4/23/2024 Appendix B 19.1 Blackbaud, Inc. Insider Trading Policy and Guidelines for Certain Securities Transactions X 21.1 Subsidiaries of Blackbaud, Inc. X 23.1 Consent of Independent Registered Public Accounting Firm X 23. 3 Consent of Sidley Austin LLP 8-K 4/1/2022 23.1 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 97.1 Blackbaud, Inc. Executive Incentive Compensation Clawback Policy 10-K 2/21/2024 97.1 2024 Form 10-K 115 Table of Contents Blackbaud, Inc. Filed In Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 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. 116 2024 Form 10-K Table of Contents Blackbaud, Inc. ITEM 16. FORM 10-K SUMMARY Not applicable. 2024 Form 10-K 117 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: February 21, 2025 /S/ MICHAEL P. GIANONI Chief Executive Officer, President and Vice Chairman of the Board (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 Chief Executive Officer, President and Vice Chairman of the Board (Principal Executive Officer) Date: February 21, 2025 Michael P. Gianoni /S/ ANTHONY W. BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 21, 2025 Anthony W. Boor /S/ ANDREW M. LEITCH Chairman of the Board of Directors Date: February 21, 2025 Andrew M. Leitch /S/ DENEEN DEFIORE Director Date: February 21, 2025 Deneen DeFiore /S/ YOGESH K. GUPTA Director Date: February 21, 2025 Yogesh K. Gupta /S/ RUPAL S. HOLLENBECK Director Date: February 21, 2025 Rupal S. Hollenbeck /S/ D. ROGER NANNEY Director Date: February 21, 2025 D. Roger Nanney /S/ SARAH E. NASH Director Date: February 21, 2025 Sarah E. Nash /S/ BRADLEY L. PYBURN Director Date: February 21, 2025 Bradley L. Pyburn /S/ KRISTIAN P. TALVITIE Director Date: February 21, 2025 Kristian P. Talvitie 118 2024 Form 10-K