Business Context and Reporting Period
This Form 8-K Current Report was filed by Blackbaud, Inc. on December 17, 2025. The filing discloses the execution of an Amended and Restated Employment and Noncompetition Agreement with Michael P. Gianoni, the Company's Chief Executive Officer and President. The agreement term commences on January 1, 2026, and expires on December 31, 2027, with options for annual renewal.
Key Financial Metrics
This filing is a corporate governance disclosure and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes and Compensation Terms
The primary material change is the update to Mr. Gianoni's compensation structure effective January 1, 2026:
- Base Salary: Fixed at $800,000 per year, subject to annual increases at the Board's discretion.
- Annual Equity Bonus: Target value of 100% of Base Salary, ranging from 0% to 200%, contingent on performance goals. Vests one year after grant.
- Annual Long-Term Incentive (LTI): Target value between $6 million and $12 million, ranging from 0% to 250%. Generally vests over three years, with up to 70% potentially contingent on Company performance.
- Legal Expense Reimbursement: Up to $25,000 for negotiation of the agreement.
Outlook, Risks, and Severance Provisions
The agreement outlines significant severance protections for Mr. Gianoni under various termination scenarios:
- Termination without Cause / Good Reason: Entitles Mr. Gianoni to 24 months of Base Salary, a lump sum equal to the average value of the prior two years' Equity Bonus Awards (pro-rated), and accelerated vesting of unvested time-based equity awards by 12 months.
- Change in Control: Triggers full acceleration of unvested time-based equity awards and performance-based awards (calculated at target if goals cannot be measured). Includes COBRA premium reimbursement for up to 12 months.
- Death or Disability: Results in full acceleration of all unvested time-based and performance-based equity awards.
- Restrictive Covenants: Includes non-compete and non-solicitation obligations for 12 months following termination.
Investor Verification Checklist
- Verify the total potential equity exposure for the CEO, noting the $6M-$12M annual LTI target range.
- Review the specific performance metrics defined by the Board for the Equity Bonus and LTI awards, as these are not detailed in this summary.
- Assess the impact of the 24-month severance salary and equity acceleration on future compensation expenses if a termination event occurs.
- Confirm the Board's renewal election process for the agreement beyond the initial 2027 expiration.