Edgar Filing: BLACKBAUD INC

DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Blackbaud, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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TABLE OF CONTENTS



LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS	2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	3

PROXY SUMMARY	4

PROXY STATEMENT	8

GOVERNANCE	9
Proposal 1—Election of Directors	9
Board of Directors and Committees	14
Director Compensation	19
Transactions with Related Persons	21

STOCK OWNERSHIP	22
Ownership of Equity Securities of the Company	22
Section 16(a) Beneficial Ownership Reporting Compliance	23

EXECUTIVE COMPENSATION	24
Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation	24
Compensation Discussion and Analysis	25
Compensation Committee Report	40
Compensation Committee Interlocks and Insider Participation	40
Compensation Tables	41
Potential Payments Upon Termination or Change in Control	44
Proposal 3—Approval of the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan	48
Equity Compensation Plan Information	57

AUDIT MATTERS	58
Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm	58
Audit Committee Report	58

ADDITIONAL INFORMATION	60
Questions and Answers about the 2015 Annual Meeting of Stockholders	60
Stockholder Proposals	62
Delivery of Documents to Stockholders Sharing an Address	63
Annual Report on Form 10-K	63
Other Matters	63
Directions to the 2015 Annual Meeting of Stockholders	64

Appendices	65
Appendix A—Reconciliations of GAAP to non-GAAP Financial Measures
Appendix B—Form of Proxy Card
Appendix C—Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan



2016 Proxy Statement		1



	Table of Contents



		LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS

Fellow Blackbaud Stockholders:

Blackbaud is a leading provider of software and services for the worldwide philanthropic community. As a market leader in a large and growing market, our Company offers its customers a comprehensive solution set combined with domain expertise. As stewards of this Company, we are committed to achieving long-term performance and delivering stockholder value through a strong business model and five point strategy for growth, which is: building integrated and open solutions in the cloud; driving sales effectiveness; expanding the Company’s total addressable market into near adjacent markets through acquisitions; streamlining operations; and executing on margin improvement plans. With that strategy in mind, the Board of Directors is pleased with the Company’s progress over the past year.

In 2015, the Company:


•	Increased total revenue by 13.0% to $637.9 million;


•	Increased total non-GAAP organic revenue* by 6.1%, 7.7% in constant currency;


•	Grew recurring revenue to approximately 76.1% of total revenue;


•	Increased income from operations by 0.8% to $46.7 million;


•	Increased non-GAAP income from operations* by 19.9% to $122.0 million


•	Increased cash flow from operations by 11.8% to $114.3 million;


•	Provided returns to stockholders by paying $22.5 million in dividends;


•	Expanded its subscription-based cloud delivery model, including the announcement of the general availability of Raiser's Edge NXT® and Financial Edge NXT®, and introduction of Blackbaud SKY^TM, our new, innovative cloud technology architecture for the global philanthropic community;


•	Launched a formal Sales Effectiveness Program to streamline processes and expand our direct sales and customer success teams, and announced a value added reseller ("VAR") program, launching in 2016;


•	Completed the acquisition of Smart, LLC, which expanded our addressable market into K-12 tuition and financial aid management, a new and near adjacency within the education market, which added an estimated $700 million to our total addressable market;


•	Substantially completed the implementation of an enterprise quality enhancement program and extended our relentless focus on quality to process optimization across the entire organization; and

•

Generated financial results that keep us on track to deliver against our long-term aspirational goals related to revenue growth and margin expansion, and announced an updated long-term aspirational goal for aggregate operating cash flow over the four-year period from 2014 to 2017 from an initial estimated range of $400 million to $450 million to an updated estimated range of $500 million to $550 million.

We remain committed to continuing stockholder communication and engagement to better understand your views on the Company and, in particular, our executive compensation program. In 2015, as we do every year, we reviewed our executive compensation program with our Compensation Committee’s independent compensation consultant, Compensia, Inc., and benchmarked our programs against our industry peers.

Our compensation decisions, including the continued practice of making annual grants to our executive officers of performance-based restricted stock units, reinforce our strong pay-for-performance compensation philosophy. We are committed to providing competitive, performance-based compensation opportunities to our executive officers, who collectively are responsible for making our Company successful, and are confident that our compensation programs achieve this aim.

We appreciate your investment in Blackbaud and value your input and continued support.



	The Board of Directors of Blackbaud, Inc.
		April 26, 2016

* See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.



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	Table of Contents



		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 15, 2016

4:00 p.m., Eastern Time

Blackbaud Corporate Headquarters

2000 Daniel Island Drive, Charleston, South Carolina 29492

Fellow Blackbaud Stockholders:

The 2016 Annual Meeting of Stockholders of Blackbaud, Inc. will be held on Wednesday, June 15, 2016 at 4:00 p.m., Eastern Time, at our corporate headquarters located at 2000 Daniel Island Drive, Charleston, South Carolina 29492, to take action on the following business:



1.	To elect the two Class C directors named in the Proxy Statement, each for a three-year term expiring in 2019;
2.	To approve, on an advisory basis, the 2015 compensation of our named executive officers;
3.	To approve the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan;
4.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
5.	To transact such other business as may properly come before the meeting or any adjournment thereof.

These matters are more fully described in the Proxy Statement accompanying this Notice.

If you were a stockholder of record of Blackbaud common stock as of the close of business on April 18, 2016, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof.

You are cordially invited to attend the meeting in person; however, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting. Any stockholder attending the meeting may vote in person even if he or she has returned a proxy.

Your vote is important. Whether or not you plan to attend the meeting, we hope that you will vote as soon as possible.




	By order of the Board of Directors

	Jon W. Olson
	Senior Vice President, General Counsel and Secretary
	Dated:	April 26, 2016



2016 Proxy Statement		3



	Table of Contents



		PROXY SUMMARY

This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this proxy statement. Because this is only a summary, it does not contain all of the information that you should consider, and you should read the entire proxy statement carefully prior to voting.

ANNUAL MEETING OF STOCKHOLDERS



TIME AND DATE:	June 15, 2016, 4:00 p.m., Eastern Time

PLACE:	Blackbaud Corporate Headquarters, 2000 Daniel Island Drive, Charleston, South Carolina 29492. See "Directions to the 2015 Annual Meeting of Stockholders" on page 64 of this Proxy Statement.

RECORD DATE:	April 18, 2016

VOTING:	Stockholders as of the record date are entitled to vote. Each share of Blackbaud common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
	Even if you plan to attend the 2016 Annual Meeting of Stockholders in person, please vote right away using one of the following advance voting methods (see page 61 for additional details). Make sure you have your proxy card or voting instruction form in hand and follow the instructions.
	Use the Internet	Call Toll-Free	Mail Your Proxy Card

	8	'	*
	www.proxyvote.com	1-800-690-6903	Follow the instructions on your proxy materials
ADMISSION:	Proof of share ownership and a form of personal photo identification will be required to enter the Blackbaud Annual Meeting.

MEETING AGENDA AND VOTING MATTERS



Proposal		Board's Voting Recommendation	Voting Standard	Page Number (for more details)
No. 1	Election of two Class C directors, each for a three-year term expiring in 2019.	ü FOR (each nominee)	Majority of votes present and entitled to vote	9
No. 2	Advisory vote to approve the 2015 compensation of our named executive officers.	ü FOR	Majority of votes present and entitled to vote	24
No. 3	Approve the Blackbaud, Inc. 2016 Equity and Incentive Compensation Plan.	ü FOR	Majority of votes present and entitled to vote	48
No. 4	Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.	ü FOR	Majority of votes present and entitled to vote	58



4		2016 Proxy Statement



	Table of Contents		PROXY SUMMARY

MEMBERS OF OUR BOARD OF DIRECTORS (pages 10-16)



	Age	Director Since	Class	Current Term Expires	Expiration of Term For Which Nominated	Independent	Other Public Company Boards	Committee Memberships
Name, Primary Occupation	Age	Director Since	Class	Current Term Expires	Expiration of Term For Which Nominated	Independent	Other Public Company Boards	AC	CC	NCGC	ROC
Timothy Chou, Ph.D. President of Oracle On Demand, a division of Oracle Corporation (Retired)	61	2007	A	2017	-	Yes	None		l	l
George H. Ellis Chief Financial Officer of The Studer Group L.L.C.	67	2006	B	2018	-	Yes	1	l
Michael P. Gianoni President and CEO of Blackbaud, Inc.	55	2014	C	2016	2019	No	1
David G. Golden Managing Partner of Revolution Ventures	57	2010	B	2018	-	Yes	2	l
Peter J. Kight Private Investor	60	2014	A	2017	-	Yes	1	l			l
Andrew M. Leitch Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)	72	2004	B	2018	-	Yes	2	l		l	l
Sarah E. Nash Vice Chairman of JPMorgan Chase & Co. (Retired)	62	2010	C	2016	2019	Yes	1		l	l
Joyce M. Nelson President and Chief Executive Officer of National Multiple Sclerosis Society (Retired)	65	2012	A	2017	-	Yes	None		l	l

l - Committee Chair

AC - Audit Committee

CC - Compensation Committee

NCGC - Nominating and Corporate Governance Committee

ROC - Risk Oversight Committee

INFORMATION ABOUT OUR BOARD AND COMMITTEES (pages 16-18)



	Number of Members	Independence	Number of Meetings During Fiscal Year 2015
Full Board	8	88%	7
Audit Committee	4	100%	12
Compensation Committee	3	100%	6
Nominating and Corporate Governance Committee	4	100%	4
Risk Oversight Committee⁽¹⁾	2	100%	1


(1)	Formed in the third quarter of 2015.

2015 PERFORMANCE HIGHLIGHTS (page 25)



Total Revenue	Non-GAAP Organic Revenue Growth in Constant Currency⁽¹⁾	Non-GAAP Income from Operations⁽¹⁾	Cash Flow From Operations	Recurring Revenue
$637.9M	7.7%	$122.0M	$114.3M	76.1%
(increased 13.0%)		(increased 19.9%)	(increased 11.8%)	(vs. 72.8% in 2014)


(1)	See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.



2016 Proxy Statement		5



	PROXY SUMMARY		Table of Contents

GOVERNANCE HIGHLIGHTS



Governance Matter	Summary Highlights		Page Number (for more details)
Board Independence	ü	Independent Board, except CEO	14
	ü	Independent Board Chairman	14
	ü	100% Independent Committee Members	14
	ü	Regular Executive Sessions of Independent Directors	16
	ü	Committee Authority to Retain Independent Advisors	15
Director Elections	ü	Majority Voting	61
Meeting Attendance	ü	All Directors Attended At Least 75% of the Total Number of Meetings of our Board and Committees on which the Director Served in 2015	16
Evaluating and Improving Board Performance	ü	Annual Board Evaluations	17
Evaluating and Improving Board Performance	ü	Annual Committee Evaluations	17
Aligning Director and Stockholder Interests	ü	Director Stock Ownership Guidelines	21
Aligning Director and Stockholder Interests	ü	Annual Director Equity Grants	19
Aligning Executive Officer and Stockholder Interests	ü	Executive Officer Stock Ownership Guidelines	39
Aligning Executive Officer and Stockholder Interests	ü	Executive Compensation Driven by Pay-For-Performance Philosophy	26
Other	ü	Annual Non-binding, Advisory ("Say-on-Pay") Vote	24
	ü	Risk Oversight Committee of the Board	18
	ü	Prohibition on Pledging and Hedging of Company Securities	27
	ü	Equity Plan Prohibits Stock Option Exchanges or Repricing Without Stockholder Approval	27

COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM (page 26)



Component	Description
Base Salary	Fixed compensation component payable in cash
Annual Cash Bonus	Variable compensation component payable based on performance against pre-established short-term performance objectives
Annual Equity Grants	Variable and long-term compensation component consisting of 50% restricted stock awards (“RSAs”) and 50% performance-based restricted stock units (“PRSUs”)
“Double-Trigger” Change in Control Severance Arrangements	Provide change in control payments and benefits to executive officers only upon a qualifying termination of employment within 12 months of a change in control of our Company
Other Benefits	Generally provide the same health and welfare benefits as offered to all of our employees



6		2016 Proxy Statement



	Table of Contents		PROXY SUMMARY

2015 EXECUTIVE COMPENSATION ACTIONS (page 27)

Base Salaries


•	Increased base salaries of our named executive officers (other than our newly hired Executive Vice President and President, Enterprise Customer Business Unit) by 3.0% from their 2014 levels.

Annual Cash Bonuses


•	Increased the target annual cash bonus opportunity for certain of our named executive officers (other than our President and CEO and Executive Vice President of Corporate and Product Strategy) to 65% of their earned base salaries.


•	Due to excellent financial performance in 2015, awarded cash bonuses that were, on average, 115% of each named executive officer's target annual cash bonus opportunity.

Long-term Incentive Compensation


•	Approved grants of annual equity awards consisting of RSAs and PRSUs for our named executive officers that met competitive market concerns, supported our retention objectives, and rewarded overall company performance.

Amended and Restated CEO Employment Agreement

•

Entered into an amended and restated employment and noncompetition agreement (the "Amended Agreement") with our CEO. Pursuant to the Amended Agreement, our CEO received a grant of RSAs valued at $5.0 million (the “Retention Grant”). The Retention Grant consisted of 80,555 RSAs, which were granted on December 14, 2015. The Retention Grant will vest in full on December 31, 2019 and is contingent upon our CEO's continued employment as of the vesting date. The vesting period aligns with the term of the Amended Agreement and is intended to facilitate the retention of our CEO for this extended period in consideration of our achievements and progress towards our long-term goals under his leadership.

2015 NEO COMPENSATION SUMMARY (page 41)

Set forth below is the 2015 compensation for each of our named executive officers as determined under SEC rules. See the notes accompanying the 2015 Summary Compensation Table beginning on page 41 for more information.



Name and Principal Position	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Michael P. Gianoni President and CEO	$	613,506	$	—	$	10,111,855	$	—	$	709,820	$	50,165	$	11,485,346
Anthony W. Boor Executive Vice President and CFO	434,567		—		2,028,298		—		326,813		30,723		2,820,401
Kevin W. Mooney Executive Vice President and President, General Markets Business Unit	412,274		—		1,521,212		—		325,031		24,617		2,283,134
Charles T. Cumbaa Executive Vice President of Corporate and Product Strategy	393,666		—		1,521,212		—		227,734		24,693		2,167,305
Brian E. Boruff Executive Vice President and President, Enterprise Customer Business Unit	272,023		50,000		1,104,539		—		195,220		20,090		1,641,872



2016 Proxy Statement		7



	Table of Contents





2000 DANIEL ISLAND DRIVE
CHARLESTON, SC 29492

April 26, 2016



		PROXY STATEMENT

The Board of Directors of Blackbaud, Inc. (the "Board" or "Board of Directors") is furnishing you this Proxy Statement to solicit proxies on its behalf to be voted at the 2016 Annual Meeting of Stockholders of Blackbaud, Inc. The meeting will be held on Wednesday, June 15, 2016 at 4:00 p.m. Eastern Time, at Blackbaud's corporate headquarters located at 2000 Daniel Island Drive, Charleston, South Carolina 29492. The proxies also may be voted at any adjournments or postponements of the meeting.

We are first furnishing the proxy materials including the Notice of Annual Meeting of Stockholders, this Proxy Statement, our 2015 Annual Report to Stockholders, including financial statements, and a proxy card for the meeting, by providing access to them via the Internet on April 26, 2016. All properly completed proxies submitted by Internet or telephone and properly executed written proxies that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record and beneficial owners of common stock of the Company as of the close of business on the record date, April 18, 2016, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record and beneficial owner on the record date is entitled to one vote for each share of common stock held. Stockholders’ votes will be tabulated by persons appointed by the Board to act as inspectors of election for the meeting.




	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 15, 2016.
	The Notice of Annual Meeting of Stockholders, Proxy Statement and 2015 Annual Report on Form 10-K are available at www.proxyvote.com



8		2016 Proxy Statement



	Table of Contents



		GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors consists of eight 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. Each of our existing Class C directors, Sarah E. Nash and Michael P. Gianoni, have been nominated to fill a three-year term expiring in 2019. The two other classes of directors, who were elected or appointed for terms expiring at the annual meetings in 2017 and 2018, respectively, will remain in office.

If you are a stockholder of record, unless you mark your Proxy Card otherwise, the proxy holders will vote the proxies received by them for the two Class C nominees named below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by the Board of Directors to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve as a director.

If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.




	ü	The Board of Directors unanimously recommends that stockholders vote FOR the two Class C director nominees.

The voting requirements for this Proposal 1 are described above and under "Additional Information" on page 61 of this Proxy Statement.

Director Qualifications

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 Board believes the areas of director expertise that contribute to a well-functioning Board to effectively oversee the Company's strategy and management include:



2016 Proxy Statement		9



	GOVERNANCE		Table of Contents

Biographies of Our Director Nominees

The biographies of our directors as of April 18, 2016 are set forth below. There are no family relationships among our directors, director nominees or executive officers. The business address for each of our directors, director nominees and executive officers for matters regarding Blackbaud is 2000 Daniel Island Drive, Charleston, South Carolina 29492.



MICHAEL P. GIANONI	Age 55	Director since January 2014

President and Chief Executive Officer of Blackbaud, Inc.

NON-INDEPENDENT DIRECTOR Class C		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2016		ü	Leadership - Current CEO
Blackbaud Board Committees None		ü	Business Operations
Other Public Boards Teradata Corporation		ü	Technology and Software Industries
		ü	Nonprofit Industry
		ü	Public Company Board Service

Biography

Mr. Gianoni joined us as President, Chief Executive Officer and a member of the Board of Directors in January 2014. 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 Fiserv acquired CheckFree. 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 and marketing applications company, as well as the University of New Haven. 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 honorary Doctorate from the University of New Haven.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

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 President and CEO 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.



SARAH E. NASH	Age 62	Director since July 2010

Vice Chairman of JPMorgan Chase & Co. (Retired)

INDEPENDENT DIRECTOR Class C		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2016		ü	Business Development and Corporate Transactions
Blackbaud Board Committees Compensation (Chair), Nominating and Corporate Governance		ü	Finance
		ü	Corporate Governance
Other Public Boards Knoll, Inc.		ü	Nonprofit Industry
		ü	Public Company Board Service

Biography

Ms. Nash joined the Board of Directors in July 2010. Ms. Nash currently serves on the boards of directors of Knoll, Inc. as well as private companies HBD Industries, Inc. and Irving Oil Ltd. She also served on the board of directors of Merrimack Pharmaceuticals, Inc. from May 2006 until December 2014. Ms. Nash is trustee of the New York-Presbyterian Hospital. She is also a member of the Business Leadership Council of City University of New York and the National Board of the Smithsonian



10		2016 Proxy Statement



	Table of Contents		GOVERNANCE

Institution. Ms. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), a financial services firm, retiring as Vice Chairman in July 2005. Ms. Nash holds a BA in political science from Vassar College.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Ms. Nash’s knowledge and experience in capital markets, strategic transactions, corporate governance and nonprofit organizations 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.

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



TIMOTHY CHOU, Ph.D.	Age 61	Director since June 2007

President of Oracle On Demand, a division of Oracle Corporation (Retired)

INDEPENDENT DIRECTOR Class A		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2017		ü	Business Operations
Blackbaud Board Committees Compensation, Nominating and Corporate Governance		ü	Technology and Software Industries
		ü	Business Development and Corporate Transactions
Other Public Boards None		ü	Corporate Governance

Biography

Dr. Chou joined the Board of Directors in June 2007. From November 1999 until his retirement from full-time employment in January 2005, Dr. Chou served as President of Oracle On Demand, a division of Oracle Corporation, a provider of enterprise software and computer hardware products and services. Prior to that, Dr. Chou served as Chief Operating Officer of Reasoning, Inc., an information technology services firm, and as Vice President, Server Products, of Oracle Corporation. Dr. Chou is the author of “The End of Software” and is a lecturer at Stanford University. Dr. Chou holds a BS in Electrical Engineering from North Carolina State University and MS and PhD degrees in Electrical Engineering from the University of Illinois Urbana-Champaign.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Dr. Chou’s knowledge and experience in the software-as-a-service and cloud computing industry, corporate governance as well as his senior leadership roles and operational experience in large organizations in the information technology industry 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.



GEORGE H. ELLIS	Age 67	Director since March 2006

Chief Financial Officer of The Studer Group L.L.C.

INDEPENDENT DIRECTOR Class B		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2018		ü	Leadership - Former CEO
Blackbaud Board Committees Audit (Chair)		ü	Accounting and Finance
Other Public Boards Liquidity Services, Inc.		ü	Nonprofit Industry
		ü	Technology and Software Industries
		ü	Public Company Board Service

Biography

Mr. Ellis joined the Board of Directors in March 2006. Mr. Ellis has been Chief Financial Officer of The Studer Group L.L.C., a private company in the health care industry (now an operating unit of Huron Consulting Group Inc.), since September 2011. Prior to that, from July 2006 to August 2011, Mr. Ellis was Chief Financial Officer of Global 360, Inc., now OpenText Corporation, a private company offering business process management services. Since April 2010, Mr. Ellis has served on the board of Liquidity Services, Inc., currently as Chairman of its audit committee. He has also served in several capacities at



2016 Proxy Statement		11



	GOVERNANCE		Table of Contents

Softbrands, Inc., as a member of its board of directors from October 2001 to August 2009, serving as Chairman from October 2001 to June 2006, and Chief Executive Officer from October 2001 to January 2006. Mr. Ellis was the Chairman and Chief Executive Officer of AremisSoft Corporation from October 2001 to confirmation of its plan of reorganization under Chapter 11 of the Federal Bankruptcy Code in August 2002. Mr. Ellis, who served as a director of AremisSoft from April 1999 until February 2001, accepted the position at AremisSoft to assist in the reorganization. Mr. Ellis served on the board of directors of PeopleSupport, Inc. from October 2004 to October 2008. Mr. Ellis served as the Chief Operating Officer of the Community Foundation of Texas from August 1999 to July 2001. Mr. Ellis has served on the board of directors and advisory boards of several nonprofit companies in the Dallas area. Mr. Ellis is a licensed CPA and an attorney in the State of Texas. Mr. Ellis is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors and supplements his skill set through ongoing engagement with the director community and access to leading practices. Mr. Ellis holds a BS in accounting from Texas Tech University and a JD from Southern Methodist University.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Ellis’ knowledge and experience in leading large organizations in the information technology industry and his experience with financial, auditing and legal matters, as well as with nonprofit companies, 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.



DAVID G. GOLDEN	Age 57	Director since July 2010

Managing Partner of Revolution Ventures

INDEPENDENT DIRECTOR Class B		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2018		ü	Accounting and Finance
Blackbaud Board Committees Audit		ü	Business Development and Corporate Transactions
Other Public Boards Barnes & Noble Education, Inc., Everyday Health, Inc.		ü	Legal and Compliance
		ü	Corporate Governance
		ü	Public Company Board Service

Biography

Mr. Golden joined the Board of Directors in July 2010. Mr. Golden has been a Managing Partner at Revolution Ventures, an early-stage venture affiliate of Revolution LLC, since January 2013. Mr. Golden was a Partner, Executive Vice President and Strategic Advisor at Revolution LLC, a private investment company, from March 2006 until December 2011. Prior to that Mr. Golden spent 18 years, including five years as Vice Chairman, with JPMorgan Chase & Co. (and predecessor companies), a financial services firm. Mr. Golden also served as Executive Chairman at Code Advisors, a private merchant bank, from its founding in 2010 through 2012. Mr. Golden currently serves on the board of directors of Barnes & Noble Education, Inc., Everyday Health, Inc. and several private companies. Mr. Golden serves on the advisory boards of several private investment companies. Mr. Golden holds an AB in Government from Harvard College and a JD from Harvard Law School, where he was an editor of The Harvard Law Review.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Golden’s knowledge and experience in capital markets, strategic transactions, corporate governance, as well as financial and legal matters, 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.



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PETER J. KIGHT	Age 60	Director since December 2014

Private Investor

INDEPENDENT DIRECTOR Class A		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2017		ü	Leadership - Former CEO
Blackbaud Board Committees Risk Oversight (Chair), Audit		ü	Business Development and Corporate Transactions
Other Public Boards Huntington Bancshares Incorporated		ü	Business Operations
		ü	Corporate Governance
		ü	Public Company Board Service

Biography

Mr. Kight joined the Board of Directors in December 2014. He has been self-employed as a private investor since April 2015. Mr. Kight served as a senior advisor at Comvest Partners, a private investment firm providing equity and debt capital to middle market companies across the United States, from January 2010 to April 2015. He served as Co-Chairman and Managing Partner of Comvest Advisors, LLC, from January 2010 to April 2013. From December 2007 to March 2010, Mr. Kight served as Vice Chairman of Fiserv and as director from December 2007 to May 2012 following Fiserv's acquisition of CheckFree Corporation, a leading provider of electronic commerce services and products. Mr. Kight founded CheckFree Corporation in 1981 and served as its Chairman and Chief Executive Officer until December 2007. Mr. Kight has served on the board of directors of Huntington Bancshares Incorporated, a multi-state diversified regional bank holding company, since June 2012. Mr. Kight served on the boards of directors of Akamai Technologies, Inc., a publicly traded company that distributes computing solutions and services, from March 2004 to July 2012, and Manhattan Associates, Inc., a publicly traded company that provides supply chain planning and execution solutions, from October 2007 to July 2011.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Kight’s leadership experience at various other public companies, including strategic planning and operational experience, as well as valuable insight on public company governance practices, and his knowledge of the payment services industry, 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.



ANDREW M. LEITCH	Age 72	Director since February 2004

Chairman of the Board of Blackbaud, Inc., Regional Partner - Asia of Deloitte & Touche LLP (Retired)

INDEPENDENT DIRECTOR Class B		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2018		ü	Leadership - Current Chairman
Blackbaud Board Committees Nominating and Corporate Governance (Chair), Audit, Risk Oversight		ü	Accounting and Finance
		ü	Corporate Governance
Other Public Boards STR Holdings, Inc, Taxus Cardium Pharmaceuticals Group Inc.		ü	Public Company Board Service

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, last serving as the Vice Chairman of the Management Committee, Hong Kong from September 1997 to March 2000. Mr. Leitch has served on the boards of directors of the following public companies: STR Holdings, Inc. since November 2009; Taxus Cardium Pharmaceuticals Group Inc. since August 2007; and L & L Energy, Inc. from February 2011 to August 2011. Mr. Leitch also serves as director of other private companies. He is a CPA in the State of New York and a Chartered Accountant in Ontario, Canada.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Mr. Leitch’s experience in auditing and accounting, corporate governance, 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.



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JOYCE M. NELSON	Age 65	Director since September 2012

President and Chief Executive Officer of National Multiple Sclerosis Society (Retired)

INDEPENDENT DIRECTOR Class A		DIRECTOR QUALIFICATION HIGHLIGHTS

Current Term Expires 2017		ü	Leadership - Former CEO
Blackbaud Board Committees Compensation, Nominating and Corporate Governance		ü	Nonprofit Industry
		ü	Business Operations
Other Public Boards None		ü	Corporate Governance

Biography

Ms. Nelson joined the Board of Directors in September 2012. From October 2011 to her retirement from full-time employment in September 2012, Ms. Nelson served as a special consultant to the in-coming President and Chief Executive Officer of the National Multiple Sclerosis Society (“NMSS”), a nonprofit organization focused on multiple sclerosis. From November 2004 to October 2011, Ms. Nelson served as President and Chief Executive Officer of NMSS. From December 1991 to November 2004, she led NMSS's national field services and fundraising departments. From June 1985 to December 1991, she led the Mid America (Greater Kansas City) chapter of NMSS. From September 1983 to June 1985, she oversaw fundraising activities for the Northern California Chapter of NMSS. Ms. Nelson was on the board of directors of NMSS from November 2004 to November 2011 and the Multiple Sclerosis International Federation from November 2004 to November 2011, as well as the advisory board to the North Park University School of Nonprofit Management from September 2006 to June 2010. Ms. Nelson holds a BA in English from North Park University, where she was named Distinguished Alum and awarded an honorary doctorate in 2012.

Experience, Skills and Qualifications of Particular Relevance to Blackbaud

Among other experience, qualifications, attributes and skills, Ms. Nelson’s leadership experience at a large nonprofit organization, including her knowledge and extensive operational experience in the nonprofit industry as well has her experience in corporate governance 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.

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors currently comprises eight members, namely Chairman Andrew M. Leitch, Timothy Chou, Ph.D., George H. Ellis, David G. Golden, Michael P. Gianoni, Peter J. Kight, Sarah E. Nash and Joyce M. Nelson.

We have historically separated the position of Chairman, currently independent director Andrew M. Leitch, and that of Chief Executive Officer (“CEO”), currently Michael P. Gianoni. While the Board of Directors believes the separation of these positions has served our Company well, and intends to maintain this separation where appropriate and practicable, the Board does not believe that it is appropriate to prohibit one person from serving as both Chairman and CEO. We believe our leadership structure is appropriate given the size of our Company in terms of number of employees, Mr. Leitch’s experience on boards of directors and management skills, and Mr. Gianoni’s experience and understanding of our Company and industry.

Independence of Directors

The Board of Directors has adopted categorical standards or guidelines to assist it in making independence determinations with respect to each director. These standards are published in Section 1 of our Corporate Governance Guidelines and are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com. The Board has determined that the following seven directors are independent within the meaning of Rule 5605(a)(2) of the NASDAQ Marketplace Rules: Dr. Chou; Mr. Ellis; Mr. Golden; Mr. Kight; Mr. Leitch; Ms. Nash; and Ms. Nelson. As part of such determination of independence, the Board has affirmatively determined that none of these directors has a relationship with us that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. Mr. Gianoni, our President and CEO, is the only member of management serving as a director.



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Each Board committee is composed entirely of independent directors in accordance with Rule 5605(a)(2) of the NASDAQ Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), as applicable. The Board and each committee have the authority to obtain, at our expense, the advice and assistance from independent advisors, experts and others as they may deem necessary, and to the extent they engage any such advisors they consider the independence of such advisors and any conflict of interest that may exist.

Furthermore, our Compensation Committee consists entirely of independent directors in accordance with NASDAQ Marketplace Rule 5605(d)(2)(A). The Board has also determined that each member of the Compensation Committee qualifies as an "outside director" under Section 162(m) of the Internal Revenue Code, and each member qualifies as a "non-employee director" under Rule 16b-3 of the Exchange Act.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. The Board of Directors adopted these Corporate Governance Guidelines in order to ensure that it has the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows, including, but not limited to, Board and Committee composition and selection, director responsibilities, director access to executive officers and employees, and CEO performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.

Code of Business Conduct and Ethics and Code of Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees. The Board has also adopted a separate Code of Ethics for our CEO and all senior financial officers, including our Chief Financial Officer (“CFO”), who is our principal accounting officer, our Corporate Controller, or persons performing similar functions. We will provide copies of our Code of Business Conduct and Ethics and Code of Ethics without charge upon request. To obtain a copy of our Code of Business Conduct and Ethics or Code of Ethics, please send your written request to Blackbaud, Inc., 2000 Daniel Island Drive, Charleston, South Carolina 29492, Attn: General Counsel. Our Code of Business Conduct and Ethics and Code of Ethics are also available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.

Communication with the Board of Directors

Stockholders who wish to communicate with members of the Board of Directors, including the independent directors individually or as a group, may send correspondence to them in care of our Corporate Secretary at our principal executive offices. Such communication will be forwarded to the intended recipient(s). We currently do not intend to have our Corporate Secretary screen this correspondence, but we may change this policy if directed by the Board due to the nature or volume of correspondence.



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Information Regarding Meetings of the Board and Committees

During 2015, the Board of Directors held seven meetings. Each of our current directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served during 2015.

The Board has established four standing committees. The following table provides membership and meeting information for each of the committees during 2015.



Name	Audit Committee			Compensation Committee			Nominating and Corporate Governance Committee	Risk Oversight Committee⁽³⁾
Timothy Chou, Ph.D.					l		l
George H. Ellis		l	†
Michael P. Gianoni
David G. Golden		l
Peter J. Kight		l						l
Andrew M. Leitch		l	†		l	⁽¹⁾	l	l
Sarah E. Nash					l		l
Joyce M. Nelson					l	⁽²⁾	l
2015 Meetings		12			6		4	1

l - Committee Chair

† - Audit Committee Financial Expert


(1)	Mr. Leitch served on the Compensation Committee through September 2015.


(2)	Ms. Nelson joined the Compensation Committee in September 2015.


(3)	Formed in the third quarter of 2015.

Although we do not have a formal written policy with respect to directors’ attendance at our annual meetings of stockholders, we strongly encourage all directors to attend. All directors attended our 2015 Annual Meeting of Stockholders.

In addition to the meetings held by the above-referenced committees, the independent non-employee members of the Board of Directors regularly meet in executive session without our CEO or any executive officers present. One purpose of these executive sessions is to evaluate the performance of management.

Each of the above-referenced committees operates pursuant to a formal written charter. The charters for each committee, which have been adopted by the Board of Directors, contain a detailed description of the respective committee’s duties and responsibilities and are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.



AUDIT COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee assists the Board in its oversight of:
	Ÿ	the integrity of our financial statements;
George H. Ellis (Chair)† Andrew M. Leitch† David G. Golden Peter J. Kight	Ÿ	the performance of our internal audit function;
	Ÿ	the qualifications, independence and performance of our independent registered public accounting firm, for whose appointment the Committee bears primary responsibility;
	Ÿ	the review of our annual audited financial statements and quarterly financial statements;
2015 Meetings: 12	Ÿ	the review of our capital management;
† Audit Committee Financial Expert	Ÿ	the review of our public disclosures related to earnings, guidance and other matters as appropriate; and
† Audit Committee Financial Expert	Ÿ	the review of our compliance with certain financial, regulatory and legal requirements.

See “Audit Committee Report” on page 58 of this Proxy Statement.



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COMPENSATION COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee:
	Ÿ	reviews and approves all compensation decisions relating to our executive officers, including approving the compensation decisions for the CEO;
Sarah E. Nash (Chair) Timothy Chou, Ph.D. Joyce M. Nelson	Ÿ	annually reviews and approves the compensation of our non-employee members of the Board of Directors;
Sarah E. Nash (Chair) Timothy Chou, Ph.D. Joyce M. Nelson	Ÿ	periodically reviews and makes recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans;
2015 Meetings: 6	Ÿ	periodically reviews and makes recommendations to the Board of Directors with respect to stock ownership guidelines for the Company's executive officers and non-employee directors;
	Ÿ	administering and amending the Company's various incentive compensation and other similar plans; and
	Ÿ	reviews and assesses on a periodic basis the Company's compliance with laws and regulations relating to compensation and employee benefits, and other human resource matters.

Compensation Decisions

In evaluating incentive and other compensation and equity-based plans, the Compensation Committee considers the results of the most recent non-binding, advisory Say-on-Pay vote. As part of its review, the Compensation Committee also considers compensation data with respect to the executive officers' counterparts at the companies in our compensation peer group and the recommendations of the CEO regarding compensation for those executive officers reporting directly to him as well as other officers. See “Compensation Discussion and Analysis” beginning on page 25 of this Proxy Statement.



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee has responsibility for:
	Ÿ	identifying individuals qualified to become Board members;
Andrew M. Leitch (Chair) Timothy Chou, Ph.D. Sarah E. Nash Joyce M. Nelson 2015 Meetings: 4	Ÿ	recommending to the Board director nominees for the next annual meeting of stockholders;
	Ÿ	reviewing the qualifications and independence of the members of the Board and its various committees;
	Ÿ	recommending to the Board the Corporate Governance Guidelines and reviewing such Guidelines on a regular basis to ensure compliance with sound corporate governance practices and legal, regulatory and NASDAQ requirements;
	Ÿ	leading the Board and its committees in their annual self-evaluation process; and
	Ÿ	reviewing our Company’s governance scores and ratings from third parties.

Selection of Nominees for the Board of Directors

The Nominating and Corporate Governance Committee is responsible for establishing the criteria for recommending which directors should stand for re-election to the Board and the selection of new directors to serve on the Board. In addition, the Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the Board. The Committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including strength of character, mature judgment, career specialization, relevant technical skills and independence. While it does not have a specific written policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider diversity to be an additional desirable characteristic in potential nominees. This commitment to diversity is part of our Corporate Governance Guidelines, which are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com.



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Our Bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director, whether by inclusion of such business in our proxy materials or otherwise, must deliver written notice of the nomination by registered mail, return receipt requested, to the Corporate Secretary at our principal executive offices not more than 75 and not less than 45 days before the meeting at which directors are to be elected. Any such notice must set forth the following: (a) the name, age, business address, residence and ownership of our stock of any director nominee and all information relating to the director nominee that is required to be disclosed in solicitations of proxies for elections of directors; (b) any material interest in the director nomination of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate; (c) as to the stockholder or any Stockholder Associated Person, their holdings of our stock and whether the stockholder has entered into transactions to manage risk with respect to such stock; (d) as to the stockholder giving notice and Stockholder Associated Person, the name and address of such stockholder, as they appear on our stock ledger, and current name and address, if different, and of such Stockholder Associated Person; and (e) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election as a director. Our Bylaws define “Stockholder Associated Person” as (a) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of our shares of stock owned of record or beneficially by such stockholder; and (c) any person controlling, controlled by or under common control with such Stockholder Associated Person. The Nominating and Corporate Governance Committee will evaluate a nominee recommended by a stockholder in the same manner in which the Committee evaluates nominees recommended by other persons as well as its own nominee recommendations.



RISK OVERSIGHT COMMITTEE⁽¹⁾
Committee Members	Primary Responsibilities
(all independent)	Pursuant to its charter, the Committee assists the Board in its oversight of:
	Ÿ	the Company's risk management, compliance and control activities;
Peter J. Kight (Chair) Andrew M. Leitch 2015 Meetings: 1	Ÿ	the Company's cybersecurity risks, including the Company's cyber risk management practices, adequacy of insurance, adequacy of an incident response plan and the Company's ability to respond to a cyber breach;
Peter J. Kight (Chair) Andrew M. Leitch 2015 Meetings: 1	Ÿ	the Company's systems of operational controls regarding certain legal and regulatory compliance; and
	Ÿ	the compliance with certain legal and regulatory requirements applicable to the Company.


(1)	Formed in the third quarter of 2015.

While our Company’s senior management is responsible for management of risk, the Board and its committees play a significant role in overseeing this function. Each of the committees oversees risks associated with its respective area of responsibility. In particular, the Audit Committee oversees risk related to our accounting, tax, financial and public disclosure processes. It also assesses risks associated with our financial assets. The Compensation Committee oversees risks related to our compensation and benefit plans and policies to ensure sound pay practices that do not cause risks to arise that are reasonably likely to have a material adverse effect on our Company. The Nominating and Corporate Governance Committee seeks to minimize risks related to governance structure by implementing sound corporate governance principles and practices. The Risk Oversight Committee oversees risks related to information technology security, in addition to the risk oversight described above. Each of the committees regularly reports to the full Board as appropriate on its efforts at risk oversight and on any matter that rises to the level of a material or enterprise level of risk.



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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. The current director compensation program and practices were adopted in June 2013.

For 2015, annual compensation for our non-employee directors consisted of the following components:



Component	Amount and Description	Maximum Number of Meetings (if applicable)
Annual Cash Retainer⁽¹⁾	$50,000 (unless the non-employee directors elect to receive RSAs in lieu of a portion or all of their annual cash retainers)	8
Annual Equity Grants⁽²⁾	Approximately $165,000 in RSAs that vest in full on the first anniversary of the date of grant or, if earlier, immediately prior to the following annual election of directors of our Company, provided that the director is still serving as a member of the Board of Directors at that time. Recipients of RSAs have the right to vote such shares and receive dividends
Board Chair Fee⁽¹⁾	$50,000
Committee Chair Fees⁽¹⁾	$30,000 for the Audit Committee $20,000 for the Compensation Committee $15,000 for the Nominating and Corporate Governance Committee $20,000 for the Risk Oversight Committee	12 8 4 4
Committee Member Fees⁽¹⁾	$15,000 for the Audit Committee $10,000 for the Compensation Committee $10,000 for the Nominating and Corporate Governance Committee $10,000 for the Risk Oversight Committee	12 8 4 4
Meeting Fees	All non-employee chairs and members of the Board and committees receive $1,000 for each meeting they attend in person or by telephone above the specified maximum number of meetings for the Board and committees on which they serve


(1)	This cash retainer is paid on a quarterly basis.


(2)	Based on a review of the competitive market in 2015, the Compensation Committee increased the annual equity grant value of our non-employee directors to approximately $235,000 beginning in 2016.

2015 Director Compensation Table

The following table sets forth the total compensation paid to each of our non-employee directors in 2015.



Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		All Other Compensation⁽²⁾ ($)		Total ($)
Timothy Chou, Ph.D.	$	70,000	$	172,609	$	1,794	$	244,403
George H. Ellis	80,000		172,609		1,794		254,403
David G. Golden	65,000		172,609		1,794		239,403
Peter J. Kight	15,000		225,027		672		240,699
Andrew M. Leitch	90,000		225,027		1,794		316,821
Sarah E. Nash	55,000		198,825		1,794		255,619
Joyce M. Nelson	60,000		172,609		1,794		234,403

(1)

On August 12, 2015, we granted each of our non-employee directors then serving 2,798 shares of RSAs with an aggregate grant date fair value of $172,609, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). Messrs. Leitch and Kight elected to receive shares of RSAs in lieu of their entire annual cash retainer. Accordingly, on January 8, 2015, April 6, 2015, July 1, 2015, and October 15, 2015, Messrs. Leitch Kight each received 289, 274, 231 and 218 RSAs, respectively, with an aggregate grant date fair value of $52,418. Ms. Nash elected to receive RSAs in lieu of one-half of her annual cash retainer. Accordingly, on January 8, 2015, April 6, 2015, July 1, 2015, and October 15, 2015, Ms. Nash received 144, 137, 116 and 109 RSAs, respectively, with an aggregate grant date fair value of $26,216. 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 2015.


(2)	The amounts reported consist of dividends paid in 2015 on shares of unvested RSAs granted as equity compensation.



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The following table shows the aggregate number of RSAs held by our non-employee directors as of December 31, 2015 that were received as compensation.



Name	Number of RSAs⁽¹⁾
Dr. Chou	24,912	⁽²⁾
Mr. Ellis	11,960	⁽³⁾
Mr. Golden	27,197	⁽⁴⁾
Mr. Kight	3,810	⁽⁵⁾
Mr. Leitch	26,263	⁽⁶⁾
Ms. Nash	19,414	⁽⁷⁾
Ms. Nelson	12,405	⁽⁸⁾


(1)	Pursuant to our director compensation plan, we make annual grants of RSAs to our non-employee directors that vest in full on the first anniversary of the date of grant or, if earlier, immediately prior to the following annual election of directors of our Company, provided that the director is still serving as a member of the Board at that time.

(2)

Includes 2,717 RSAs that vested July 1, 2008, 4,144 RSAs that vested August 8, 2009, 4,144 RSAs that vested August 4, 2010, 3,531 RSAs that vested August 2, 2011, 4,432 RSAs that vested August 9, 2012, 4,544 RSAs that vested August 10, 2013 and 4,931 RSAs that vested August 6, 2014, 4,676 RSAs that vested August 4, 2015, 11,005 shares of which Dr. Chou has sold. Also includes 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Dr. Chou is then serving as a director of our Company.

(3)

Includes 2,643 RSAs that vested July 1, 2007, 2,717 RSAs that vested July 1, 2008, 4,144 RSAs that vested August 8, 2009, 4,144 RSAs that vested August 4, 2010, 3,531 RSAs vested August 2, 2011, 4,432 RSAs that vested August 9, 2012, 4,544 RSAs that vested August 10, 2013 and 4,931 RSAs that vested August 6, 2014, 4,676 RSAs that vested August 4, 2015, 3,500 shares of which Mr. Ellis has gifted and 23,100 shares of which Mr. Ellis has sold. Also includes 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Mr. Ellis is then serving as a director of our Company.

(4)

Includes 5,816 RSAs that vested August 2, 2011, 4,432 RSAs that vested August 9, 2012, 4,544 RSAs that vested August 10, 2013, 4,931 RSAs that vested August 6, 2014, 4,676 RSAs that vested August 4, 2015 and 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Mr. Golden is then serving as a director of our Company.

(5)

This amount Includes 289 RSAs that vested January 8, 2015, 274 RSAs that vested April 6, 2015, 231 RSAs that vested July 1, 2015 and 218 RSAs that vested October 15, 2015. This amount also includes 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Mr. Kight is then serving as a director of our Company.

(6)

Includes 3,200 RSAs that vested June 21, 2006, 2,643 RSAs that vested July 1, 2007, 2,717 RSAs that vested July 1, 2008, 4,144 RSAs that vested August 8, 2009, 4,144 RSAs that vested August 4, 2010, 3,531 RSAs that vested August 2, 2011, 4,432 RSAs that vested August 9, 2012, 4,544 RSAs that vested August 10, 2013, 4,931 RSAs that vested August 6, 2014, 322 RSAs that vested October 6, 2014, 289 RSAs that vested January 8, 2015, 274 RSAs that vested April 6, 2015, 231 RSAs that vested July 1, 2015, 4,676 RSAs that vested August 4, 2015, 218 RSAs that vested October 15, 2015, 16,831 shares of which Mr. Leitch has sold. Also includes 2,798 and RSAs that will vest August 12, 2016, or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Mr. Leitch is then serving as a director of our Company.

(7)

Includes 5,816 RSAs that vested August 2, 2011, 4,432 RSAs that vested on August 9, 2012, 4,544 RSAs that vested on August 10, 2013, 4,931 RSAs that vested August 6, 2014 and 161 RSAs that vested October 6, 2014, 144 RSAs that vested January 8, 2015, 137 RSAs that vested April 6, 2015, 116 RSAs that vested July 1, 2015, 4,676 RSAs that vested August 4, 2015, 109 RSAs that vested October 15, 2015, 3,184 shares of which Ms. Nash has gifted and 5,266 shares of which Ms. Nash has sold. Also includes 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Ms. Nash is then serving as a director of our Company.

(8)

Includes 8,197 RSAs that vested November 6, 2013, 4,931 RSAs that vested August 6, 2014 and 4,676 RSAs that vested August 4, 2015, 8,197 shares of which Ms. Nelson has sold. This amount also includes 2,798 RSAs that will vest August 12, 2016 or, if earlier, immediately prior to the 2016 annual election of directors of our Company, provided that Ms. Nelson is then serving as a director of our Company.



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Director Stock Ownership Guidelines

Under our Non-Employee Directors’ Stock Ownership Guidelines, it is expected that our non-employee directors will accumulate, 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, 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 the ownership targets, unless the disposition is to satisfy tax obligations resulting from the lapse of restrictions.

The table set forth below shows the ownership levels of our non-employee directors as of December 31, 2015:



Name	Stock Ownership Requirement		Number of Shares or RSAs Owned⁽¹⁾	Value of Shares or RSAs Owned⁽²⁾		Ownership as a Percent of Requirement⁽²⁾
Dr. Chou	$	200,000	24,912	$	1,640,704	820	%
Mr. Ellis	200,000		11,960	787,686		394	%
Mr. Golden	200,000		27,197	1,791,194		896	%
Mr. Kight⁽³⁾	—		13,310	876,597		—	%
Mr. Leitch	200,000		27,763	1,828,471		914	%
Ms. Nash	200,000		19,414	1,278,606		639	%
Ms. Nelson⁽⁴⁾	100,000		12,405	816,993		817	%


(1)	Includes vested and unvested shares of common stock subject to RSAs beneficially owned.


(2)	Based on $65.86 per share, which was the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2015, the last trading day of that fiscal year.


(3)	Since Mr. Kight had been a director of the Company for less than three years as of December 31, 2015, he was not required to meet an ownership target. However, as of December 31, 2015, Mr. achieved 877% of the three year requirement.


(4)	Ms. Nelson joined our Board of Directors on September 18, 2012.

Continuing Director Education

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 “2015 Director Compensation Table” above.

TRANSACTIONS WITH RELATED PERSONS

The written charter of our Audit Committee authorizes and the NASDAQ Marketplace Rules require our Audit Committee to review and approve related party transactions. In reviewing related party transactions, our Audit Committee applies the basic standard that transactions with affiliates should be made on terms no less favorable to us than could have been obtained from unaffiliated parties. Therefore, the Audit Committee reviews the benefits of the transactions, terms of the transactions and the terms available from unrelated third parties, as applicable. All transactions other than compensatory arrangements between us and our executive officers, directors, principal stockholders and their affiliates must be approved by our Audit Committee or a majority of the disinterested directors, and must continue to be on terms no less favorable to us than could be obtained from unaffiliated third parties. For the year ended December 31, 2015, we had no transactions in which we were a participant where the amount involved exceeded $120,000 and one or more of our executive officers, directors, principal stockholders or their affiliates had a direct or indirect material interest.



2016 Proxy Statement		21



	Table of Contents



		STOCK OWNERSHIP

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

Five Percent Beneficial Owners of Company Stock

Set forth in the table below is information about the number of shares held by holders we know to be the beneficial owners of more than 5% of our issued and outstanding common stock as of December 31, 2015.



Name and Address	Total Shares Beneficially Owned	Percentage Beneficially Owned⁽¹⁾
Brown Capital Management, LLC⁽²⁾	4,575,903	9.63	%
1201 North Calvert Street
Baltimore, Maryland 21202
Eaton Vance Management⁽³⁾	4,510,368	9.50	%
2 International Place
Boston, Massachusetts 02110
BlackRock, Inc.⁽⁴⁾	4,448,906	9.37	%
55 East 52nd Street
New York, New York 10055
Janus Capital Management LLC⁽⁵⁾	4,166,307	8.77	%
151 Detroit Street
Denver, Colorado 80206
The Vanguard Group, Inc.⁽⁶⁾	3,596,098	7.57	%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Jackson Square Partners, LLC⁽⁷⁾	2,906,841	6.12	%
101 California Street, Suite 3750
San Francisco, CA 94111


(1)	The ownership percentages set forth in this column are based on the assumption that each of the stockholders continued to own the number of shares reflected in the table above on April 18, 2016.


(2)	Based on information contained in Schedule 13G/A filed with the SEC on February 16, 2016, by Brown Capital Management, LLC. Brown reported that it had sole voting power over 2,576,896 shares and sole dispositive power over 4,575,903 shares.


(3)	Based on information contained in Schedule 13G/A filed with the SEC on February 12, 2016, by Eaton Vance Management. Eaton reported that it had sole voting and dispositive power over 4,510,368 shares.


(4)	Based on information contained in Schedule 13G/A filed with the SEC on January 25, 2016, by BlackRock, Inc. BlackRock reported that it had sole voting power over 4,349,644 shares and sole dispositive power over 4,448,906 shares.

(5)

Based on information contained in Schedule 13G/A filed with the SEC on February 16, 2016, by Janus Capital Management, LLC. Janus reported that it had sole voting and dispositive power over 4,166,307 shares due to its ownership of INTECH Investment Management and Perkins Investment Management LLC. Janus provides investment advice to Janus Triton Fund, which had sole voting and dispositive power over 2,804,334 shares.


(6)	Based on information contained in Schedule 13G/A filed with the SEC on February 10, 2016, by The Vanguard Group, Inc. Vanguard reported that it had sole voting power over 102,692 shares, shared voting power over 2,700 shares, sole dispositive power over 3,493,606 shares and shared dispositive power over 102,492 shares.


(7)	Based on information contained in Schedule 13G filed with the SEC on February 16, 2016, by Jackson Square Partners, LLC. Jackson reported that it had sole voting power over 760,225 shares, shared voting power over 1,889,084 shares and sole dispositive power over 2,906,841 shares.



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	Table of Contents		STOCK OWNERSHIP

Executive Officers and Directors

The following table sets forth information regarding beneficial ownership of our common stock by each individual named in the 2015 Summary Compensation Table on page 41, each Director, and our current executive officers and Directors as a group, all as of April 18, 2016. Unless otherwise noted, voting power and investment power in common stock are exercisable solely by the named person. The address for each executive officer and director is c/o Blackbaud, Inc., 2000 Daniel Island Drive, Charleston, South Carolina 29492.



Name	Shares Owned	Shares Under Exercisable SARs⁽¹⁾	Total Shares Beneficially Owned	Percentage Beneficially Owned
Michael P. Gianoni	265,929	—	265,929	*
Anthony W. Boor	104,152	69,293	173,445	*
Kevin W. Mooney	74,177	68,196	142,373	*
Charles T. Cumbaa	71,507	105,458	176,965	*
Brian E. Boruff	22,706	—	22,706	*
Timothy Chou, Ph.D.	24,912	—	24,912	*
George H. Ellis	11,960	—	11,960	*
David G. Golden	27,197	—	27,197	*
Peter J. Kight	74,361	—	74,361	*
Andrew M. Leitch	28,170	—	28,170	*
Sarah E. Nash	19,617	—	19,617	*
Joyce M. Nelson	12,405	—	12,405	*
All current executive officers and directors as a group (15 persons)	842,454	473,990	1,316,444	2.74	%


(1)	Includes only SARs exercisable within 60 days of April 18, 2016.



*	Less than one percent.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and any person or entity who owns more than 10% of a registered class of our common stock to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) reports on behalf of our executive officers and directors based on the information provided by them. Based solely on a review of this information and written representations from these persons that no other reports were required, we believe that, during fiscal year 2015, all our executive officers, directors and, to our knowledge, 10% stockholders complied with all applicable Section 16(a) filing requirements, with the exception of Messrs. Kight and Leitch and Ms. Nash filed Forms 4 on January 13 and April 24, 2015 and January 21, 2016 reporting the grants of vested RSAs on January 8, April 6 and July 1, 2015, respectively.



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	Table of Contents



		EXECUTIVE COMPENSATION

PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In deciding how to vote on Proposal 2, the Board urges you to specifically consider our executive compensation philosophy, policies and practices, all of which are summarized below and more fully described under “Compensation Discussion and Analysis” beginning on page 25 of this Proxy Statement.

Background

The Board recognizes the interest our stockholders have expressed in how we compensate our named executive officers. At the 2011 Meeting of Stockholders, in accordance with the Board’s recommendation, our stockholders endorsed holding an annual, non-binding stockholder advisory (“Say-on-Pay”) vote on the compensation of the named executive officers. As part of its commitment to our stockholders, the Board is submitting a Say-on-Pay proposal for stockholder consideration again this year and has decided to hold an annual advisory stockholder vote on executive compensation at least until the next Say-on-Pay frequency vote in 2017. Each Say-on-Pay vote is being provided as required pursuant to Section 14A of the Securities Exchange Act. The Say-on-Pay vote is not intended to address any specific item of compensation, but rather our overall compensation philosophy, policies and practices as they relate to the named executive officers. While your vote is advisory and will not be binding on the Board, the Compensation Committee, or us, we strive to align our executive compensation program with the interests of our long-term stockholders. As they do every year, the Board and the Compensation Committee will take into account the outcome of this year’s Say-on-Pay vote when considering future compensation actions and decisions.

Say-on-Pay Proposal

The Board believes that our executive compensation is a competitive advantage in attracting and retaining the high caliber of executive talent necessary to drive our business forward and build sustainable value for our stockholders. Accordingly, we are asking our stockholders to vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement for the 2016 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and the other related tables and disclosures).”

Effect of Say-on-Pay Vote

As indicated above, the vote on Proposal 2 is advisory and will not be binding on the Board, the Compensation Committee, or us. However, because the Board values your opinions as expressed through votes and other communications with us, it and our Compensation Committee will carefully review the 2016 Say-on-Pay voting results in an effort to better understand any issues or concerns you may have with our executive compensation. Stockholders who want to communicate with the Board on executive compensation or other matters should refer to “Communication with the Board of Directors” on page 15 of this Proxy Statement for additional information.




	ü	The Board of Directors unanimously recommends that stockholders vote, on an advisory basis, FOR the 2015 compensation of our named executive officers.

The voting requirements for this Proposal 2 are described under "Additional Information" on page 61 of this Proxy Statement.



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	Table of Contents		EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program, as well as the philosophy underlying this program and our related policies and practices. It focuses on the compensation of our named executive officers ("NEO" or "NEOs") for 2015, who were:



Name	Title
Michael P. Gianoni	President and Chief Executive Officer
Anthony W. Boor	Executive Vice President and Chief Financial Officer
Kevin W. Mooney	Executive Vice President and President, General Markets Business Unit (“GMBU”)
Charles T. Cumbaa	Executive Vice President of Corporate and Product Strategy
Brian E. Boruff	Executive Vice President and President, Enterprise Customer Business Unit (“ECBU”)

Executive Summary

Our executive compensation program is designed to reward our executive management for effectively building stockholder value.

2015 Business Highlights

We are a leading provider of software and services for the global philanthropic community. Our customers use our cloud-based and on-premises software solutions and related services to help increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize operations. We believe that through the strength of our business model and executive leadership team, we delivered on our strategic priorities in 2015. In particular, we:


•	Continued to transition our business to predominantly serve customers through a subscription-based cloud delivery model, including our announcement of the general availability of Raiser's Edge NXT and Financial Edge NXT, and introduction of Blackbaud SKY, our new, innovative cloud technology architecture for the global philanthropic community;


•	Launched a formal Sales Effectiveness Program to streamline processes and expand our direct sales and customer success teams, and introduced indirect sales with the announcement of a VAR program, launching in 2016;


•	Completed the acquisition of Smart Tuition, which expanded our addressable market into K-12 tuition and financial aid management, a new and near adjacency within the education market, which added an estimated $700 million to our total addressable market;


•	Substantially completed the implementation of an enterprise quality enhancement program announced last year and shifted our focus towards process optimization across the entire organization; and


•	Continued to execute against our three-year operating margin improvement plan designed to increase our operating effectiveness and efficiency.

These accomplishments contributed to a year of positive financial performance for us, inclusive of foreign currency headwinds and our mid-market cloud-transition for the NXT solutions, as we:


•	Increased total revenue by 13.0% to $637.9 million;


•	Increased total non-GAAP organic revenue* by 6.1%, 7.7% in constant currency;


•	Grew recurring revenue to approximately 76.1% of total revenue in 2015;


•	Increased income from operations by 0.8% to $46.7 million;


•	Increased non-GAAP income from operations* by 19.9% to $122.0 million


•	Increased cash flow from operations by 11.8% to $114.3 million;


•	Provided returns to stockholders by paying $22.5 million in dividends; and

•

Generated financial results that keep us on track to deliver against our long-term aspirational goals related to revenue growth and margin expansion. In addition, we announced that we are updating our long-term aspirational goal for aggregate operating cash flow over the four year period from 2014 to 2017 from an initial estimated range of $400 million to $450 million to an updated estimated range of $500 million to $550 million.

* See Appendix A for a reconciliation of non-GAAP financial measures to results reported in accordance with generally accepted accounting principles.



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	EXECUTIVE COMPENSATION		Table of Contents

In 2015, we were included on the ZDNet CRM Watchlist for a fourth consecutive year, ranked #139 on Software 500, the world's largest ranking of software and service providers, ranked #1 on Capterra's Top 20 Most Popular Nonprofit Software, and Blackbaud Merchant Services received an overall A-Rating Review by Card Payment Options. Additionally, we were named one of the best places to work in South Carolina for a sixth consecutive year, and recognized as one of the Top 50 Tech Employers in Austin, Texas by the Austin Business Journal and one of the Top 100 Tech Companies in Austin by Built in Austin.

2015 Stockholder Advisory Vote on NEO Compensation

We conducted a non-binding stockholder advisory vote on the compensation of our NEOs at our 2015 Annual Meeting of Stockholders. At that time, the holders of 98.5% of the shares present and entitled to vote on the matter voted in favor of the compensation of our NEOs as disclosed in the proxy statement for such annual meeting. The Board of Directors has considered the results of this vote and believes they represent an affirmation of our executive compensation program and practices and our continued commitment to stockholder communication and engagement and responsiveness to stockholder concerns. Accordingly, the Compensation Committee did not make any changes to our executive compensation program.

While this vote is advisory, and therefore not binding on us or the Board, the Compensation Committee carefully considers the results of the vote in the context of our executive compensation program, policies, and practices. The Board and the Compensation Committee value our stockholders' opinions and, to the extent there is any significant vote against the compensation of the NEOs, we will consider their concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns, as it has done in the past.

Overview of Compensation Philosophy and Executive Compensation Program

We are committed to a philosophy of pay-for-performance as it relates to executive compensation. Our executive compensation program is designed to achieve three primary objectives:



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



2.	Stockholder Value Creation. Structure compensation through base salary, cash bonus opportunities and a combination of performance-based and time-based equity awards, which should ultimately promote increased value for stockholders.



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.

The following table describes the components of our executive compensation program and how they support these objectives:



Component	Description	Compensation Objective(s) Supported
Base Salary	Provide competitive fixed compensation payable in cash based on individual experience and contributions, corporate performance, historical compensation practices for our executive officers, and an analysis of competitive market practices	1 and 2
Annual Cash Bonus	Offer variable compensation in the form of annual cash bonus opportunities based on performance against pre-established short-term performance objectives	1, 2 and 3
Annual Equity Grants	Provide variable and long-term incentives aligned with stockholder interests consisting of 50% RSAs and 50% PRSUs. Recipients of RSAs have the right to vote such shares and receive dividends	1, 2 and 3
“Double-Trigger” Change in Control Severance Arrangements	Provide change in control payments and benefits to our executive officers only upon a qualifying termination of employment within 12 months of 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 employees	1



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	Table of Contents		EXECUTIVE COMPENSATION

2015 Executive Compensation Actions

For 2015, 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 2015 for the NEOs were as follows:

Base Salaries


•	Increased base salaries of our NEOs (other than our new Executive Vice President and President ECBU) by 3.0% from their 2014 levels;

Annual Cash Bonuses


•	Increased the target annual cash bonus opportunity for certain of our NEOs (other than our President and CEO and Executive Vice President of Corporate and Product Strategy) to 65% of their earned base salaries;


•	Due to excellent financial performance in 2015, awarded cash bonuses that were, on average, 115% of each NEO's target annual cash bonus opportunity;

Long-term Incentive Compensation


•	Approved grants of annual equity awards consisting of RSAs and PRSUs for our NEOs that met competitive market concerns, supported our retention objectives, and rewarded overall company performance; and

Amended and Restated CEO Employment Agreement

•

Entered into an Amended Agreement with our CEO. Pursuant to the Amended Agreement, our CEO received a Retention Grant of RSAs valued at $5.0 million. The Retention Grant consisted of 80,555 RSAs and were granted on December 14, 2015. The Retention Grant will vest in full on December 31, 2019 and is contingent upon our CEO's continued employment as of the vesting date. The vesting period aligns with the term of the Amended Agreement and is intended to facilitate the retention of our CEO for this extended period in consideration of our achievements and progress towards our long-term goals under his leadership.

2015 Corporate Governance Policies and Practices

During 2015, we maintained robust compensation-related corporate governance policies and practices including:


•	The Compensation Committee is composed solely of independent directors;


•	The Compensation Committee retains its own independent compensation consultant that performs no other consulting or other services for us;


•	The Compensation Committee conducts an annual review of our executive compensation program, including a review of our compensation-related risk profile, to ensure that any compensation-related risks are not reasonably likely to have a material adverse effect on our Company;


•	Our arrangements for paying post-employment compensation provide for “double-trigger” change in control payments and benefits;


•	We do not provide material non-cash benefits or perquisites (such as guaranteed retirement or pension plan benefits) for our executive officers that are not available to our employees generally;


•	The 2008 Equity Incentive Plan does not permit stock option exchanges or repricing without stockholder approval;


•	Company employees are not permitted to hedge their economic exposure to our common stock and Company directors and Section 16(a) reporting executive officers may not pledge their ownership interests in our common stock to secure a loan; and


•	We emphasized performance-based compensation by continuing the practice of granting PRSUs to our NEOs that are earned through the attainment of pre-established performance objectives, and, when earned, are subject to additional time-based vesting requirements.

Executive Compensation-Setting Process

The Compensation Committee works closely with its compensation consultant and senior management to address executive compensation matters throughout the year. The Compensation Committee met six times in 2015. During these meetings, the Compensation Committee reviewed our executive compensation program and formulated its compensation actions for the year, and made decisions regarding the compensation for our CEO and the other NEOs. The Compensation Committee may create a subcommittee consisting of one or more of its members and may delegate any of its duties and responsibilities to such subcommittee, unless otherwise prohibited by applicable laws or listing standards. In addition, the Compensation Committee may delegate any of its duties and responsibilities, including the administration of equity incentive or employee benefit plans, to the Compensation Committee Chair, unless otherwise prohibited by applicable laws or listing standards.



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	EXECUTIVE COMPENSATION		Table of Contents

The Compensation Committee does not seek to deliver a specified percentage of pay to our executive officers through each component of the executive compensation program; rather, it adheres to the overall principle of delivering the majority of executive compensation in variable, performance-based forms. For base salary, annual cash bonuses and equity awards, generally our strategy has been to evaluate individual experience and contribution, corporate performance, historical compensation practices for our executive officers, and competitive market analyses. With respect to base salary and annual cash bonuses, we generally target pay to be competitive to the market. At times, the Compensation Committee has approved compensation levels for individual executive officers above and below target pay positions, based on experience, individual contribution, and the Company's performance relative to the compensation peer group, to ensure an appropriate pay-for-performance alignment.

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 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.

Role of our CEO

Our CEO evaluates and makes recommendations regarding the compensation of our executive officers, including the other NEOs. At the end of each fiscal year, our CEO reviews with the Compensation Committee the performance of each executive officer and makes recommendations with respect to his or her base salary, target annual cash bonus opportunity, and equity awards for the ensuing year. In formulating his recommendations, our CEO considers both internal and external compensation data from our Human Resources Department and the Compensation Committee's compensation consultant. While the Compensation Committee considers the recommendations of our CEO, it considers these recommendations as just one factor in its deliberations when making executive compensation decisions. The Compensation Committee consults with the full Board of Directors (excluding our CEO) in making decisions regarding the CEO's compensation.

Role of Compensation Consultant

Pursuant to its written charter, the Compensation Committee has the authority to engage the services of outside advisers, experts and others to assist it in the performance of its duties and responsibilities. Currently, the Compensation Committee engages Compensia, Inc. ("Compensia"), a national compensation consulting firm, to provide advice and information relating to executive and director compensation. Compensia reports to the Compensation Committee and does not provide any services to management. From time to time, the Compensation Committee may direct its advisors to work with our Human Resources Department to support it in matters relating to the fulfillment of its charter.



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	Table of Contents		EXECUTIVE COMPENSATION

During 2015, at the request and on behalf of our Compensation Committee, Compensia:


•	Assessed our executive compensation program and practices, particularly with respect to our pay-for-performance alignment;


•	Advised on the size and structure of the cash components of our executive compensation program (i.e., base salary and target annual cash bonus opportunities, and performance measures and weighting of bonuses);


•	Advised on the composition, structure, and competitiveness of the equity component of our executive compensation program;


•	Advised on the composition of our compensation peer group;


•	Advised on the design and amount of the compensation package for our CEO; and


•	Advised on the compensation for the non-employee members of the Board.

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), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules, and 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 as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

Competitive Positioning

In selecting the compensation peer group, the Compensation Committee considers other software or technology companies with comparable annual revenue and market capitalization. Periodically, the Compensation Committee reviews the current compensation peer group, with the assistance of its 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. The following compensation peer group was approved by the Compensation Committee in 2014 and used as a reference when making executive compensation decisions for 2015:



Company Name	Company Ticker	12/31/2015 Market Cap ($ millions)	FY2015 Revenue ($ millions)	Software-Focus Business
Blackbaud, Inc.	BLKB	$3,089	$638	ü
ACI Worldwide, Inc.	ACIW	2,531	1,046	ü
Advent Software, Inc.⁽¹⁾	ADVS			ü
Athenahealth, Inc.	ATHN	6,250	925	ü
CommVault Systems, Inc.	CVLT	1,783	608	ü
Conversant, Inc.⁽¹⁾	CNVR			ü
Dealertrack Technologies, Inc.⁽¹⁾	TRAK			ü
FactSet Research Systems Inc.	FDS	6,696	1,007	ü
Fair Isaac Corporation	FICO	2,954	839	ü
HomeAway, Inc.⁽¹⁾	AWAY			ü
MedAssets, Inc.⁽¹⁾	MDAS			ü
Medidata Solutions, Inc.	MDSO	2,729	393	ü
MicroStrategy Inc.	MSTR	2,038	530	ü
Rovi Corporation	ROVI	1,377	526	ü
Solera Holdings, Inc.⁽¹⁾	SLH			ü
SS&C Technologies Holdings, Inc.	SSNC	6,639	1,000	ü
Synchronoss Technologies, Inc.	SNCR	1,555	579	ü
Tyler Technologies, Inc.	TYL	5,916	591	ü
Veeva Systems Inc.	VEEV	3,837	313	ü


(1)	This company was subsequently removed from the peer group due to its acquisition by another entity.



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	EXECUTIVE COMPENSATION		Table of Contents

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 total compensation.

Analysis of 2015 Executive Compensation

The charts below show the significant percentage of performance-based compensation reported for fiscal 2015 in the Summary Compensation Table for Mr. Gianoni, our CEO, and for our other NEOs as a group.

2015 Total Direct Compensation* Mix

Fixed

Performance-based

Time-based

Base Salary

Annual Cash Bonus

Annual PRSU Grants

Annual RSA Grants

CEO

Retention Grant

Cash

Equity

*Base salary, actual annual cash bonus and the grant date fair value of all equity grants for 2015.

Base Salary

Base salary is the principal fixed component in our executive compensation program. The Compensation Committee reviews the base salaries of our executive officers each year and makes adjustments as it deems necessary and appropriate based on its consideration of individual experience and contributions, corporate performance, historical compensation practices for our executive officers and its assessment of the competitive market.



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	Table of Contents		EXECUTIVE COMPENSATION

In 2015, the Compensation Committee increased base salaries of our NEOs, other than Mr. Boruff (who joined us May 4, 2015), effective April 1, 2015, as set forth in the following table. The Compensation Committee made these adjustments after taking into consideration the individual achievements of each NEO, in recognition of our success in delivering on our 2014 strategic priorities, the recommendations of our CEO (except with respect to his own base salary), and the factors described above.



Name	2015 Base Salary		2014 Base Salary		Salary Adjustment
Name	2015 Base Salary		2014 Base Salary		Change		% Change
Mr. Gianoni	$	618,000	$	600,000	$	18,000	3.0	%
Mr. Boor⁽¹⁾	437,750		425,000		12,750		3.0	%
Mr. Mooney	424,360		412,000		12,360		3.0	%
Mr. Cumbaa	396,550		385,000		11,550		3.0	%
Mr. Boruff⁽²⁾	410,000		—		—		—	%


(1)	Mr. Boor served as interim President and CEO in addition to his responsibilities as Executive Vice President and CFO from August 31, 2013 to January 13, 2014. Mr. Boor's base salary as reflected in this table is for his services in his capacity as Executive Vice President and CFO only.


(2)	Mr. Boruff joined us on May 4, 2015.

Annual Cash Bonus

Annual cash bonuses represent one of the principal variable pay components of our executive compensation program, and are reported in the “Non-Equity Incentive Plan Compensation” columns of the 2015 Summary Compensation Table and the 2015 NEO Compensation Summary on pages 41 and 5, respectively. During 2015, we provided our executive officers with the opportunity to earn cash bonuses based on one or more pre-established corporate performance objectives and, where applicable, the financial performance of the executive officer's business unit.

Target Annual Cash Bonus Opportunities

After considering competitive market data, the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity) and the factors described above, the Compensation Committee increased the target annual cash bonus opportunity for Messrs. Boor and Mooney at an amount equal to 65% of their earned base salaries, which represented an increase from their 2014 target annual cash bonus opportunity of 50% of their earned base salaries.

The following table sets forth each NEO's target annual cash bonus opportunity for 2015 and how the opportunity was weighted between corporate performance and business unit performance:



	Target Annual Cash Bonus Opportunity as a Percentage of Base Salary	Weighting of Target Annual Cash Bonus Opportunity
Name		Portion Attributable to Corporate Performance Metrics	Portion Attributable to Business Unit Performance Metrics
Mr. Gianoni	100%	100%	—%
Mr. Boor	65%	100%	—%
Mr. Mooney	65%	70%	30%
Mr. Cumbaa	50%	100%	—%
Mr. Boruff	65%	70%	30%

The Compensation Committee established the target annual cash bonus opportunity for Mr. Boruff at 65% of his earned base salary when he joined us on May 4, 2015.



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	EXECUTIVE COMPENSATION		Table of Contents

Corporate Performance Metrics

Consistent with 2014 and 2013, the Compensation Committee selected Adjusted Revenue (as defined below) and Adjusted Earnings (as defined below) as the corporate performance metrics to be used in 2015 for purposes of the corporate performance factor used to determine our executive officers annual cash bonuses.

For purposes of determining annual cash bonuses:


•	“Adjusted Revenue” means the Company's 2015 non-GAAP revenue, which excludes the impact of acquisition-related deferred revenue write-downs, as presented in the Company's 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 Earnings” means the Company's 2015 non-GAAP income from operations, which excludes the impact of acquisition-related deferred revenue write-downs, stock-based compensation charges, costs associated with amortization of intangibles arising from business combinations, impairment of capitalized software development costs due to business combinations, acquisition-related integration costs, acquisition-related expenses, CEO transition costs and restructuring costs. Non-GAAP income from operations is also presented in the Company's 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 Earnings is calculated before bonus expense.

The Compensation Committee selected "Adjusted Earnings" as one of the performance metrics for 2015 because it focuses on results of operations, without considering the cost of financing those operations (interest in 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.

Achievement against the corporate performance metrics is calculated on a constant currency basis, using foreign exchange rates in effect during the 2014 base year. The Compensation Committee weighted the corporate performance metrics at 60% for Adjusted Revenue and 40% for Adjusted Earnings. The Compensation Committee also determined the threshold levels for each performance metric that would have to be achieved for any amount to be paid with respect that metric, as set forth in the following table.

The determination of each NEO’s potential payout under the corporate performance metrics was based on the following matrix:



Corporate Performance Metric			Performance
Corporate Performance Metric	2015 Target (in millions)		Below Threshold		Threshold		Target		Maximum
Adjusted Revenue	$	638.1	<90.0%		90.0	%	100.0	%	115.0	%
Adjusted Earnings	$	146.0	<90.0%		90.0	%	100.0	%	115.0	%
			Payout
Maximum individual potential bonus as % of target			—	%	62.5	%	100.0	%	200.0	%

For each of the our performance metrics, the Compensation Committee set the performance target at a level it believes is reasonably achievable while requiring what it believes would be outstanding performance to achieve the maximum payout level.

For 2015, our achievement against the corporate performance metrics was 100.6% with respect to Adjusted Revenue and 105.0% with respect to Adjusted Earnings, for a corporate performance factor of 102.4%. The corporate performance factor increased payments by 6.67% for every 1% of achievement over the target performance level. Therefore, the Compensation Committee determined that, with respect to the corporate performance metrics, the application of the corporate factor resulted in a payout of approximately 116% of the target payout.



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NEO Performance Metrics and Bonus Determinations

Mr. Gianoni

The Compensation Committee determined Mr. Gianoni’s 2015 bonus entirely based on the achievement of the corporate performance metrics as described above. Accordingly, Mr. Gianoni received $709,820 (approximately 116% of his total target annual cash bonus opportunity).

Mr. Boor

The Compensation Committee determined Mr. Boor’s 2015 bonus entirely based on the achievement of the corporate performance metrics as described above. Accordingly, Mr. Boor received $326,813 (approximately 116% of his total target annual cash bonus opportunity).

Mr. Mooney

The Compensation Committee determined Mr. Mooney’s 2015 bonus 70% based on the achievement of the corporate performance metrics described above and 30% based on the achievement of overall GMBU performance. For the corporate performance component of his 2015 bonus, Mr. Mooney received $221,771 (approximately 116% of the 70% of his target annual cash bonus opportunity attributable to corporate performance).



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For the overall GMBU performance component of his 2015 bonus, Mr. Mooney received $103,260 (approximately 126% of the 30% of his target cash bonus opportunity attributable to GMBU performance). The Compensation Committee evaluated overall GMBU performance against Adjusted Revenue and Adjusted Earnings as follows:
		Performance
GMBU Performance Metric	2015 Target (in millions)	Below Threshold		Threshold		Target		Maximum
Adjusted Revenue	$281.9	<90.0%		90.0	%	100.0	%	115.0	%
Adjusted Earnings	$152.6	<90.0%		90.0	%	100.0	%	115.0	%
		Payout
Maximum potential bonus as % of target		—	%	62.5	%	100.0	%	200.0	%
The Adjusted Revenue and Adjusted Earnings threshold levels both had to be achieved for any GMBU performance bonus to be paid. The Adjusted Revenue and Adjusted Earnings metrics were each measured quarterly and annually. The Adjusted Revenue metric was weighted 60% while Adjusted Earnings was weighted 40%. For 2015, GMBU achieved an overall GMBU performance bonus factor of 103.9%. The GMBU performance factor increased payments by 6.67% for every 1% of achievement above the target performance level.

Mr. Cumbaa

The Compensation Committee determined Mr. Cumbaa’s 2015 bonus entirely based on the achievement of the corporate performance metrics as described above. Accordingly, Mr. Cumbaa received $227,734 (approximately 116% of his total target annual cash bonus opportunity).

Mr. Boruff

The Compensation Committee determined Mr. Boruff’s 2015 bonus 70% based on the achievement of the corporate performance metrics described above and 30% based on the achievement of overall ECBU performance. For the corporate performance component of his 2015 bonus, Mr. Boruff received $143,892 (approximately 116% of the 70% of his target annual cash bonus opportunity attributable to corporate performance). Mr. Boruff's target annual cash bonus opportunity was reduced because he joined us on May 4, 2015.



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For the overall ECBU performance component of his 2015 bonus, Mr. Boruff received $51,328 (approximately 96% of the 30% of his target annual cash bonus opportunity attributable to ECBU performance). The Compensation Committee evaluated overall ECBU performance against Adjusted Revenue and Adjusted Earnings metrics as follows:
			Performance
ECBU Performance Metric	2015 Target (in millions)		Below Threshold		Threshold		Target		Maximum
Adjusted Revenue	$	312.4	<90.0%		90.0	%	100.0	%	115.0	%
Adjusted Earnings	$	163.2	<90.0%		90.0	%	100.0	%	115.0	%
			Payout
Maximum potential bonus as % of target			—	%	62.5	%	100.0	%	200.0	%
The Adjusted Revenue and Adjusted Earnings threshold levels both had to be achieved for any ECBU performance bonus to be paid. The Adjusted Revenue and Adjusted Earnings metrics were each measured quarterly and annually. The Adjusted Revenue metric was weighted 60% while Adjusted Earnings was weighted 40%. For 2015, ECBU achieved an overall performance bonus factor of 98.5%. The ECBU performance factor decreased payments by 2.5% for every 1% of achievement below the target performance level.

Summary of Bonus Payments

The following illustrates the 2015 annual cash bonus opportunities for our NEOs and their respective payout amounts.



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Long-Term Incentive Compensation

Our Long-Term Incentive Plan ("LTIP") is designed to align the interest 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, we have increased the emphasis on performance-based equity for our executive officers in recent years. Each of the NEOs receives equity awards that are 50% performance-based and 50% time-based. In 2015, the Compensation Committee granted our executive officers their annual LTIP awards in the first fiscal quarter.

The following table sets forth the number of shares of our common stock subject to RSAs and PRSUs granted to each NEO on February 13, 2015 under our LTIP (except for Mr. Boruff who was granted his LTIP award on May 14, 2015 after joining us), which are reflected in the 2015 Summary Compensation Table below. The Compensation Committee determined LTIP award levels for our NEOs after considering peer group equity award practices, individual performance, criticality of role, expected future contributions of and the long-term retention objectives for each NEO and our performance compared to our peer group.



Name	Number of RSAs	Number of PRSUs
Mr. Gianoni	57,038	57,039
Mr. Boor	22,816	22,815
Mr. Mooney	17,111	17,112
Mr. Cumbaa	17,111	17,112
Mr. Boruff	10,346	10,346

2015 CEO Retention Grant

On December 9, 2015, we entered into the Amended Agreement with our CEO. Pursuant to the Amended Agreement, our CEO received the Retention Grant of RSAs valued at $5.0 million. The Retention Grant consisted of 80,555 RSAs, which were granted on December 14, 2015. The Retention Grant will vest in full on December 31, 2019 and is contingent upon our CEO's continued employment as of the vesting date. The vesting period aligns with the term of the Amended Agreement and is intended to facilitate the retention of our CEO for this extended period in consideration of our achievements and progress towards our long-term goals under his leadership. Further discussion of the Amended Agreement can be found in our Current Report on Form 8-K filed with the SEC on December 9, 2015, and the Amended Agreement can be found at Exhibit 10.81 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 24, 2016.

In entering into the Amended Agreement, the Compensation Committee determined that the Retention Grant represented both an appropriate means for recognizing Mr. Gianoni’s performance during his first two years as CEO and as an incentive and retention tool to motivate continued performance in creating sustainable long-term stockholder value.

In particular, the Compensation Committee took into account Mr. Gianoni’s effective leadership and ongoing success in transitioning our business to a subscription-based cloud delivery model, as well as the immense stockholder value created over the previous year compared to industry and index peer groups. As seen in the chart at right, our total shareholder return in 2015 significantly outperformed both the GICS 4510 Peer Group and the S&P600.

*Cumulative stock price appreciation plus dividends, with dividends reinvested.



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In choosing a four-year cliff vesting Retention Grant, the Compensation Committee linked Mr. Gianoni’s ability to earn the Retention Grant to his continued employment through the full initial term of the Amended Agreement and believes that this approach is consistent with a performance-based compensation philosophy, because the Retention Grant will be earned only at the end of the four-year term, which carefully and significantly aligns Mr. Gianoni’s financial interest with long term stockholder interests.

In designing Mr. Gianoni’s compensation package and Retention Grant, the Committee also considered the costs to the Company associated with hiring a replacement for Mr. Gianoni should he have accepted other employment following the initial term of his original employment agreement, which would have ended at the end of 2016. The Compensation Committee believed that, at this point in the transition of our Company’s business model, the replacement costs would be significant, both financially and more significantly, in terms of lost momentum and productivity. The Committee determined that such a disruption would be harmful to stockholders’ interests.

The Committee also considered the highly-competitive market for proven and experienced senior executive talent and determined that the Amended Agreement and Retention Grant fairly and appropriately met market standards for the level of executive talent exhibited by Mr. Gianoni during his tenure at Blackbaud.

As a result, the Compensation Committee determined that it is in the best interests of the Company and our stockholders to provide Mr. Gianoni with a Retention Grant that recognized his effective leadership and past contributions while, at the same time, conditioning the award on his continued employment through the term of the Amended Agreement.

2015 PRSU Awards to NEOs

In February 2015, the Compensation Committee granted PRSUs to our NEOs (the "2015 PRSUs"). The shares of our common stock subject to the 2015 PRSUs may be earned and become eligible for vesting if the following performance criteria are met (together, the “2015 PRSU Performance Metrics”):

At any time during the three-year period from January 1, 2015 to December 31, 2017, the Company achieves during a rolling four consecutive quarter period: (a) an increase of 6.5% in its total non-GAAP revenue, adjusted to exclude incremental acquisition-related revenue associated with companies acquired during this current period ("Adjusted Revenue") above the total non-GAAP revenue for the immediately preceding four consecutive quarter period, adjusted to exclude the effects of any fair value adjustments to acquired deferred revenue associated with companies acquired during this prior period ("Base Revenue") and (b) in no circumstances does Base Revenue fall below the Company's 2014 non-GAAP revenue, as adjusted for the full year effect of the MicroEdge and WhippleHill acquisitions, which is $601.9 million (“Initial Base Revenue”); and

ii.

Adjusted Non-GAAP Operating Margin (defined as non-GAAP operating margin as presented in the Company's periodic reports filed with the SEC within the section "Management's discussion and analysis of financial condition and results of operations" of those reports) does not fall below a four consecutive quarter average of 17.8% of Adjusted Revenue during the same four consecutive quarter period that meets the performance requirements set forth in criterion (i) above.

Based on our stated strategy of simultaneous growth and improving operating margins, the Compensation Committee believes that, for achieving performance-based compensation metrics, revenue and operating margin targets align management's strategic goals closely with the interests of our stockholders.

To the extent earned, the 2015 PRSUs are eligible for vesting in three annual installments starting in February 2016. Achievement against the 2015 PRSU Performance Metrics is calculated on a constant currency basis, using foreign exchange rates in effect during the 2014 base year. As of December 31, 2015, the 2015 PRSU Performance Metrics had been met because in the four consecutive quarter period ended December 31, 2015, the Company achieved:


i.	Adjusted Revenue of $646.7 million, which represented an increase of 7.5% compared to the Initial Base Revenue; and


ii.	Adjusted Non-GAAP Operating Margin of 18.7% of Adjusted Revenue.

As a result, the shares of our common stock subject to the 2015 PRSUs will vest according to the time-based vesting schedule noted above subject to each NEO's continued employment.



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Post-Employment Compensation

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. 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 44 of this Proxy Statement.

Other Benefits

Health and Welfare Benefits

Generally, the Compensation Committee seeks to provide our executive officers with health and welfare benefits on the same basis as all of our full-time employees. These benefits include health, dental, and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage.

We have established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Currently, we make matching contributions to each NEO's account under our Section 401(k) plan on the same terms and using the same formulas as other participating employees. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”) so that contributions by employees to the plan and income earned on plan contributions are not taxable to employees until withdrawn from the plan.

Perquisites and Other Personal Benefits

Historically, we have not provided any material perquisites or other personal benefits to our executive officers. While we do not view perquisites or other personal benefits as a significant component of our executive compensation program, from time to time, the Compensation Committee may provide certain of the NEOs with perquisites or other personal benefits in amounts deemed to be reasonable where it believes that these benefits may be useful in attracting, motivating, and retaining the executive talent for which we compete, to assist our executive officers in performing their duties and to provide certain time efficiencies in appropriate circumstances.

Other Compensation Policies

Equity Grant Policy

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 and informal policy, 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.

Compensation Recovery

Mr. Gianoni's employment agreement includes a compensation recovery, or clawback, provision requiring that he return to us all incentive-based compensation he receives from us to the extent required by any Company clawback or recoupment policy, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and/or Section 304 of the Sarbanes-Oxley Act of 2002.



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Executive Officer Stock Ownership Guidelines

Under our Executive Officer Stock Ownership Guidelines, our CEO and the CEO’s officer-level direct reports are expected to own shares of our common stock, in the following amounts:


•	For the CEO, the lesser of (i) equity in an amount equal to four times base salary or (ii) 70,000 shares; and


•	For the CEO’s officer-level direct reports, the lesser of (i) equity in an amount equal to two times base salary, or (ii) 20,000 shares.

For purposes of these guidelines, vested, unexercised options and/or SARs will also count at 100% of their intrinsic value. We expect our CEO and the CEO’s officer-level direct reports to meet these guidelines within five years of receiving their first annual equity award after the later of their hire date or the adoption of these guidelines.

Progress towards meeting the guidelines is summarized below as of December 31, 2015:



	Stock Ownership Guideline (Lesser of):
Name	Multiple of Base Salary (in shares)⁽²⁾	OR	Minimum Number of Shares	Number of Shares Owned⁽³⁾	Percent of Guideline Achieved
Mr. Gianoni	37,534		70,000	183,930	490	%
Mr. Boor	13,293		20,000	95,844	721	%
Mr. Mooney	12,887		20,000	81,972	636	%
Mr. Cumbaa	12,042		20,000	108,628	902	%
Mr. Boruff⁽¹⁾	12,451		20,000	10,346	83	%


(1)	Mr. Boruff joined us on May 4, 2015.


(2)	Number of shares required under the guideline for multiple of base salary calculated using $65.86 per share which was the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2015.


(3)	Includes the number of shares owned as well as the number of shares issuable under exercisable SARs. The number of shares issuable under exercisable SARs was also calculated using $65.86 per share (the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2015).

Other Considerations

Tax Deductibility of Executive Compensation

The Compensation Committee considers the potential impact of Section 162(m) of the Code in designing and administering our executive compensation program. Section 162(m) disallows a tax deduction for any publicly-held corporation for compensation exceeding $1 million paid in any taxable year to our CEO and our three other most highly compensated executive officers (other than our CFO). Compensation in excess of $1 million may be deducted if it qualifies as “performance-based compensation” for purposes of Section 162(m) or satisfies the conditions for another exemption from the deduction limit. In this regard, the compensation income realized upon the exercise of stock options or SARs granted under a stockholder-approved employee stock plan generally will be deductible so long as the options are granted by a committee whose members are non-employee directors and certain other conditions are satisfied.

It is the Compensation Committee's policy to periodically review and consider whether particular compensation, including incentive compensation, paid or awarded to our executive officers will be deductible for federal income tax purposes. Based on our current compensation plans and policies, and proposed regulations interpreting Section 162(m), we believe that, for the near future, we will not lose material tax deductions for executive compensation (other than for a portion of our CEO's RSAs). In addition, to maintain flexibility in the administration of our executive compensation program, the Compensation Committee reserves the discretion to compensate our executive officers in a manner that it believes to be in the best interests of the Company and our stockholders, even if these arrangements do not qualify for deductibility under the federal income tax laws.



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Accounting for Stock-based Compensation

We account for stock-based compensation awards in accordance with the requirements of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period. The assumptions used to determine the fair value of the awards are included in Note 13 of the financial statements included in our Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 24, 2016.

We estimate the number of awards that will be forfeited and recognize expense only for those awards that we expect will ultimately vest. Significant judgment is required in determining the adjustment to compensation expense for estimated forfeitures. Compensation expense in a period could be impacted, favorably or unfavorably, by differences between estimated and actual forfeitures.

Risk Assessment of Compensation

The Compensation Committee has assessed our compensation programs and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that the combination of different types and amounts of compensation, together with our internal controls and oversight of our Board of Directors, mitigates potential compensation-related risks.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with our Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on February 24, 2016.

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

Sarah E. Nash, Chair

Timothy Chou, Ph.D.

Joyce M. Nelson

COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

The members of the Board of Directors who served on the Compensation Committee in 2015 were Chair Sarah E. Nash, Timothy Chou, Ph.D., Andrew M. Leitch (through September) and Joyce M. Nelson (starting in September). None of the members of the Compensation Committee serves or in the past has served as one of our executive officers or has been employed by us and none of our executive officers have served on the compensation committee or board of any company that employed any member of our Compensation Committee or Board. Mr. Gianoni participated in discussions regarding salary, bonus and equity compensation for our executive officers, except for discussions regarding his own salary, bonus and equity compensation.



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COMPENSATION TABLES

2015 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation paid to and earned by our NEOs for services rendered to us in all capacities in 2015, 2014 and 2013.



Name and Principal Position	Year	Salary ($)		Bonus⁽³⁾ ($)		Stock Awards⁽⁴⁾ ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation⁽⁵⁾ ($)		Total ($)
Michael P. Gianoni⁽¹⁾ President and CEO	2015	$	613,506	$	—	$	10,111,855	$	—	$	709,820	$	50,165	$	11,485,346
Michael P. Gianoni⁽¹⁾ President and CEO	2014	581,923		863,277		2,630,468		—		682,660		31,146		4,789,474
Anthony W. Boor⁽²⁾ Executive Vice President and CFO	2015	434,567		—		2,028,298		—		326,813		30,723		2,820,401
	2014	532,500		—		534,324		—		242,756