Andrew Leitch
BLACKBAUDAbout Andrew M. Leitch
Andrew M. Leitch, age 81, is the independent Chairman of Blackbaud’s Board; he has served as a director since February 2004 and as Chairman since July 2009. He is a retired Regional Partner – Asia of Deloitte & Touche LLP (over 27 years), a licensed CPA in New York and a Chartered Accountant in Ontario, Canada. His biography emphasizes deep audit and governance experience and prior public company board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Regional Partner – Asia; various senior roles | Over 27 years (retired) | Audit, accounting, governance expertise; international leadership experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| STR Holdings, Inc. | Director | Since Nov 2009 | Public (historic) | Prior public company board service |
| Gene Biotherapeutics, Inc. | Director | Aug 2007–May 2020 | Public (historic) | Prior public company board service |
| Vertafore, Inc. | Director (PE portfolio) | Not disclosed | Private | PE portfolio company role; software sector |
| ServiceNow, Inc. | Director (PE portfolio, historic context) | Not disclosed | Public | PE portfolio company association; software sector |
| Hellman & Friedman; JMI Equity portfolio companies | Director (various) | Not disclosed | Private | Multiple director roles across software sector |
| Current other public boards | None | N/A | N/A | No current public company directorships beyond BLKB |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Oversees governance guidelines, board refreshment, ESG oversight |
| Audit | Member; Audit Committee Financial Expert (†) | 12 | Oversees financial reporting integrity, internal audit, auditor oversight; coordinates with ROC |
| Compensation | Member | 5 | Oversees executive and director pay, ownership guidelines, clawback policy administration |
| Risk Oversight | Member | 4 | Oversees cybersecurity and IT risk management (multi-level structure and incident response) |
- Independent Chairman; Board otherwise independent except CEO; committees 100% independent.
- Attendance: all current directors met ≥75% attendance for Board and committee meetings in 2024; Board held 11 meetings.
- Executive sessions: independent directors meet regularly without management.
- Tenure policy: guidelines set a 12-year limit for independent directors with possible Board-approved exceptions; Leitch has been a director since 2004.
- Auditor ratification: Ernst & Young LLP for FY2025.
Fixed Compensation
| Component | Amount | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly | Standard non-employee director program |
| Board Chair fee | $105,000 | Paid quarterly | Increased to $200,000 effective Jan 1, 2025 |
| NCGC Chair fee | $15,000 | Paid quarterly | Increased to $20,000 effective Jan 1, 2025 |
| Audit Committee member fee | $15,000 | Paid quarterly | Member fee |
| Compensation Committee member fee | $10,000 | Paid quarterly | Increased to $15,000 effective Jan 1, 2025 |
| Risk Oversight Committee member fee | $10,000 | Paid quarterly | Member fee |
| Meeting fees | None | N/A | No per-meeting fees |
2024 director compensation (Andrew M. Leitch):
| Fees Earned (Cash) | Stock Awards (RSAs) | Total |
|---|---|---|
| $216,250 | $239,639 (grant date fair value) | $455,889 |
2024 equity grant details:
| Grant Date | Type | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Aug 1, 2024 | RSAs | 3,066 | $239,639 | Vest fully on 1st anniversary; if director does not stand for re-election at end of term, vest immediately at end of term (if then serving) |
Performance Compensation
| Performance-based Director Awards | Metrics | Status |
|---|---|---|
| None disclosed for directors; annual equity is time-based RSAs | N/A | No options/SARs granted to directors in 2024 |
Directors at BLKB receive time-based RSAs; performance-based metrics are applied to executive officer PRSUs, not director compensation.
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current other public boards | None |
| Prior public boards | STR Holdings, Inc. (since Nov 2009); Gene Biotherapeutics, Inc. (Aug 2007–May 2020) |
| Shared affiliations (potential interlocks) | Multiple BLKB directors have Deloitte ties: Leitch (Deloitte retired), Nanney (Deloitte retired), Pyburn (Deloitte Managing Director) |
| Compensation Committee interlocks | None disclosed; no BLKB executive officers served on boards of companies employing Compensation Committee members |
Expertise & Qualifications
- Audit and accounting expertise; Audit Committee Financial Expert designation (†).
- Corporate governance leadership and Board Chair experience.
- Technology/software industry exposure via portfolio company directorships.
- Licensed CPA (NY) and Chartered Accountant (Ontario, Canada).
- Board skills matrix shows Leitch in leadership, accounting & finance, technology/software, governance, business operations and transactions.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (beneficial) | 36,531 |
| Ownership % of outstanding | <1% |
| RSAs and shares held (Dec 31, 2024) | 36,531 |
| Director stock ownership guideline | $200,000 (for directors ≥5 consecutive years) |
| Value of shares/RSAs owned (Dec 31, 2024, at $73.92) | $2,700,372 |
| Ownership vs guideline | 14x |
| Pledging/Hedging | Prohibited for directors; insider trading and hedging/pledging restrictions in place |
| Compliance status | All non-employee directors were in compliance with ownership guidelines as of Dec 31, 2024 |
Governance Assessment
- Strengths:
- Independent Chairman with audit financial expertise; all committees 100% independent.
- High engagement: met ≥75% attendance threshold; Board and committees active (11 Board meetings; key committees met 4–12 times).
- Robust governance: majority voting, executive sessions, clawback policy, prohibition on hedging/pledging, and no director-related party transactions >$120,000 since Jan 1, 2024.
- Strong alignment: Leitch exceeds stock ownership guideline by 14x; annual director equity grants maintain alignment.
- Watch items / potential red flags:
- Very long tenure (director since 2004) relative to 12-year guideline (Board may waive for specific circumstances); refreshment and succession merit ongoing scrutiny.
- Multiple Deloitte affiliations among directors (Leitch, Nanney, Pyburn); while auditor is EY and independence is affirmed, perceived interlocks warrant monitoring for bias or influence.
- Board Chair fee increased materially to $200,000 effective Jan 1, 2025; assess pay inflation vs. responsibilities and market benchmarks.
Overall, Leitch’s deep audit/governance credentials, independent chair role, and significant share ownership support board effectiveness and investor alignment; the principal governance risks are long tenure versus policy norms and concentrated professional ties with Deloitte that the Board should continue to mitigate through strict independence oversight and external auditor separation.