Bradley Pyburn
BLACKBAUDAbout Bradley L. Pyburn
Bradley L. Pyburn (age 52) is an independent Class C director of Blackbaud, appointed December 4, 2024, with cybersecurity and risk management expertise built over a 33-year career in U.S. Air Force Cyber Operations culminating as Major General and Chief of Staff for U.S. Cyber Command; he is currently Managing Director, Cyber & Strategic Risk at Deloitte LLP. His Blackbaud board tenure runs through the 2025 annual meeting (nominated for a three-year term ending 2028) and he serves on the Risk Oversight Committee; he holds MS degrees from National Defense University, Marine Corps University, and AFIT, and a BS from McKendree University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force / U.S. Cyber Command | Chief of Staff, U.S. Cyber Command; Deputy Commander, U.S. Air Force Cyber; CIO, Air Combat Command; retired as Major General | 1991–2024 | Led complex cyber operations; supported NSA Director; oversaw multi‑billion budgets; guided USCYBERCOM’s inaugural AI strategy (press release) . |
| Deloitte LLP | Managing Director, Cyber & Strategic Risk | 2024–present | Private sector cybersecurity and risk consulting leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | No other public company directorships disclosed . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq Rule 5605(a)(2); Board is 88.9% independent . |
| Committee assignments | Risk Oversight Committee member (ROC). ROC oversees cybersecurity risk, IT security, incident response readiness, and legal/regulatory operational controls . |
| Committee chairs | None (ROC chaired by Deneen DeFiore) . |
| Attendance | Board held 11 meetings in 2024; all current directors attended at least 75% of Board and committee meetings on which they served (Pyburn joined Dec 4, 2024) . |
| Election/tenure | Class C; appointed Dec 4, 2024; nominated for a term expiring 2028; elected at 2025 AGM with 33,928,547 For / 1,274,624 Against / 9,850,587 Abstain / 1,421,284 broker non‑votes . |
| Lead/Chair roles | Not Chair or Lead Independent Director; Board chaired by Andrew M. Leitch (independent) . |
| Executive sessions | Independent directors meet in regular executive sessions . |
Fixed Compensation
| Component | Structure | Bradley Pyburn – 2024 Actual |
|---|---|---|
| Annual cash retainer | $60,000 (paid quarterly) | $7,500 (pro‑rated for partial year service) . |
| Committee member fees | ROC member: $10,000 annually; Audit $15,000; Comp $10,000; NCGC $10,000 | Not pro‑rated amounts disclosed separately; included in “Fees Earned” . |
| Committee chair fees | ROC Chair $20,000; Audit Chair $30,000; Comp Chair $25,000; NCGC Chair $15,000 | N/A (not a chair) . |
| Equity grant | Approx. $235,000 in RSAs for full‑year non‑employee directors; vest on first anniversary or at term end if not standing for re‑election | Granted 1,599 RSAs on Dec 4, 2024 (grant date fair value $132,541; pro‑rated) . |
| Meeting fees | None | None . |
| 2025 fee updates (program) | Board Chair fee increased to $200,000; NCGC Chair fee to $20,000; Comp Committee member fee to $15,000 | Program change (applies 2025) . |
Performance Compensation
- Directors receive time‑based restricted stock awards (RSAs) and no options; no performance‑based equity or meeting fees for directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed . |
| Potential interlocks | Current employment at Deloitte LLP; two other directors are retired Deloitte partners (Leitch, Nanney). Auditor is Ernst & Young LLP (not Deloitte); no related party transactions >$120,000 since Jan 1, 2024 . |
Expertise & Qualifications
- Cybersecurity, technology, and risk management expertise from senior military leadership and private sector consulting; Board skills matrix reflects “Cybersecurity” and “Technology & Software Industries” strengths .
- Advanced education across national resource strategy, military studies, and computer science; BS in Computing & Information Science and Mathematics .
- Service on Risk Oversight Committee aligns with Blackbaud’s cyber risk governance structure (ORCAS and Risk Steering Committee pipeline to ROC) .
Equity Ownership
| Measure | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 1,599 | April 14, 2025 (less than 1%) . |
| RSAs/shares held (directors table) | 1,599 | Dec 31, 2024 . |
| Value of shares/RSAs | $118,198 (1,599 × $73.92) | Dec 31, 2024 . |
| Director stock ownership guideline | Expected to hold $100,000 within 3 years of first annual RSA; $200,000 by year 5 | Policy . |
| Compliance status | Not yet required (joined Dec 2024); already achieved 1× the 3‑year requirement as of Dec 31, 2024 | . |
| Hedging/pledging | Company prohibits pledging/hedging of company stock by directors | . |
Fixed vs Performance Compensation (Director)
| Type | Elements | Notes |
|---|---|---|
| Fixed | Cash retainer; committee/member fees | No meeting fees . |
| Equity (time‑based) | RSAs vest after 1 year or at term end (if not standing) | Directors receive RSAs; no options . |
| Performance‑based | None for directors | No PRSUs/options for directors . |
Governance Assessment
-
Strengths
- Independent director with specialized cybersecurity and risk expertise placed directly on Risk Oversight Committee; ROC oversees cyber risk, incident response, and IT security at Board level .
- Strong investor support on election (33.93M For vs. 1.27M Against) indicating positive shareholder reception of board composition changes in 2025 .
- Director ownership guideline framework and disclosure indicate alignment; Pyburn reached ~$118k in holdings shortly after appointment; hedging/pledging prohibited .
-
Watch items
- Multiple Deloitte affiliations on the Board (current MD; two retired partners) may present perceived ties; mitigating factors: independent status affirmed, no related‑party transactions >$120k reported, and EY—not Deloitte—is the independent auditor .
- Short board tenure (appointed Dec 2024) limits track record on attendance and engagement beyond the ≥75% disclosure for current directors in 2024 .
-
RED FLAGS
- None identified in filings: no related‑party transactions involving Pyburn, no hedging/pledging, no Section 16 delinquency disclosures naming Pyburn .
Say‑on‑Pay & Shareholder Feedback (Context for governance quality)
- 2025 AGM results: Say‑on‑Pay approved (33,452,935 For; 1,761,428 Against; 9,839,395 Abstentions; 1,421,284 broker non‑votes) .
- Prior cycle: ~95% support for 2023 NEO compensation at 2024 AGM (disclosed in CD&A) .
Related‑Party & Conflicts Check
- Audit Committee policy requires related‑party transactions to be on arm’s‑length terms; none above $120,000 since Jan 1, 2024 (covers directors and affiliates) .
- Independence determinations: Board affirmed Pyburn’s independence; all committees 100% independent .
Appendices (Key Data Tables)
- Board/Committee Snapshot: Full Board size 9 (as of record date in proxy); committees all‑independent; 2024 meetings—Board 11; Audit 12; Comp 5; NCGC 4; ROC 4 .
- Director Compensation Program (2024): Cash retainer $60,000; RSAs ~ $235,000; ROC member fee $10,000; no meeting fees; 2025 updates to certain fees as noted .
- Election outcomes (2025): Class C directors elected—Pyburn 33,928,547 For / 1,274,624 Against / 9,850,587 Abstain / 1,421,284 broker non‑votes .