Form 4: Blackbaud CEO Michael Gianoni Reports Stock Transactions Following Vesting of Performance-Based Units

Michael Gianoni, President and CEO of Blackbaud Inc., reports acquisition and disposal of company stock related to vesting of performance-based restricted stock units and a restricted stock award.

Summary

• On February 18, 2025, Blackbaud CEO Michael Gianoni acquired 14,761 shares of common stock due to the vesting of performance-restricted stock units (PRSUs) granted on February 13, 2023.
• The vesting was contingent upon Blackbaud achieving specific performance goals for the period ending December 31, 2024, and Gianoni's continued employment.
• On February 19, 2025, Gianoni acquired 32,582 shares of common stock representing a restricted stock award which vests in three equal annual installments beginning on February 19, 2026, subject to continued employment.
• Also on February 19, 2025, 6,724 shares were forfeited to Blackbaud to cover tax liabilities resulting from the vesting of the PRSUs at a price of $70.96.
• Following these transactions, Gianoni directly owns 369,857 shares of Blackbaud common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The vesting of PRSUs suggests the company met its performance goals, which is a positive sign. The transactions are routine and expected.

Positives

• The vesting of PRSUs indicates that Blackbaud achieved its performance goals for the period ending December 31, 2024.
• The restricted stock award provides an incentive for continued employment.

Negatives

• The forfeiture of 6,724 shares to cover tax liabilities reduced the overall gain from the vesting of the PRSUs.

Risks

• Future vesting of the remaining PRSUs granted in 2023 is contingent on achieving performance goals for the period ending December 31, 2025.
• The vesting of the restricted stock award is subject to continued employment, creating a potential risk if Gianoni were to leave the company.

Future Outlook

The remaining PRSUs granted in 2023 will vest dependent on the achievement of performance goals for the period ended December 31, 2025, subject to continued employment. The restricted stock award vests in three equal annual installments beginning on February 19, 2026, subject to continued employment.

Industry Context

This filing is a routine disclosure of insider transactions, which are common for executives receiving equity-based compensation. It provides transparency into management's holdings and alignment with shareholder interests.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies, particularly in the technology sector, to incentivize and retain key executives.
• Companies like Salesforce, Adobe, and Oracle also utilize restricted stock units and performance-based equity awards as part of their executive compensation packages.
• The vesting schedules and performance metrics associated with these awards vary depending on the company's specific goals and industry practices.

Stakeholder Impact

• The vesting of PRSUs and restricted stock awards aligns management's interests with those of shareholders.
• The transactions have a minimal direct impact on employees, customers, suppliers, or creditors.

Key Dates