Business Context and Reporting Period
This Form 8-K Current Report was filed by Blackbaud, Inc. on July 15, 2022, covering events occurring on July 11, 2022. The filing primarily addresses the appointment of a new senior executive officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The material change reported is the appointment of Kevin P. Gregoire as Executive Vice President and Chief Operating Officer, effective July 11, 2022. Mr. Gregoire previously served as Executive Vice President and President, U.S. Markets since April 2021.
Guidance, Outlook, and Compensation Details
In connection with his appointment, Mr. Gregoire will receive an equity award valued at $1,500,000 under the Amended and Restated Blackbaud, Inc. 2016 Equity Incentive Compensation Plan. The award structure is as follows:
- Composition: 50% Restricted Stock Units (RSUs) and 50% Performance-Based Restricted Stock Units (PRSUs).
- Grant Date: Expected to be August 5, 2022, based on the average closing stock price over the 30 trading days ending five days prior.
- RSU Vesting: Three equal annual installments beginning on the first anniversary of the Grant Date, subject to continued employment.
- PRSU Performance Metrics:
- 50% based on Non-GAAP Adjusted Total Revenue and Gross Dollar Retention goals for fiscal 2022.
- 50% based on Rule of 40 goals for fiscal years 2022, 2023, and 2024.
- PRSU Vesting: To the extent earned, PRSUs vest in three equal annual installments beginning on the first anniversary of the Grant Date.
No other plans, contracts, or arrangements were entered into or amended in connection with this appointment.
Investor Verification Checklist
- Verify the actual Grant Date and the average stock price used to calculate the number of shares issued for the $1,500,000 award.
- Review the definitive proxy statement filed on April 19, 2022, for the specific definitions of the "Rule of 40" and "Non-GAAP Adjusted Total Revenue" metrics.
- Monitor future filings for the actual vesting schedule and any potential forfeiture of PRSUs if performance goals are not met.
- Confirm that no other undisclosed compensatory arrangements exist for Mr. Gregoire as stated in the filing.