David Benjamin - Executive Vice President and Chief Commercial Officer | BLACKBAUD (BLKB) Executive Profile & Compensation

About David Benjamin

Executive Vice President and Chief Commercial Officer (CCO) at Blackbaud since July 11, 2022; joined Blackbaud in 2018 and previously led International Markets. The CCO remit consolidated U.S. and international go-to-market to “streamline and simplify” commercial execution; management credits him with transforming international performance, growing bookings annually and improving retention . Company performance during his tenure includes 2023 revenue of $1,105.4M (+4.5% YoY) and Rule of 40 of 37.1% , and 2024 revenue of $1,155.5M (+4.5% YoY) and Rule of 40 of 38.6% . Total shareholder return (TSR) value of a $100 investment fell to $93.03 in 2024 from $109.11 in 2023; relative TSR underperformance drove a discretionary cut to STI payout factors for 2024 .

Past Roles

Organization	Role	Years	Strategic impact
Blackbaud	EVP, Chief Commercial Officer	2022–present	Unified U.S. + International go-to-market to maximize outcomes and simplify execution .
Blackbaud	International Markets leadership	2018–2022	Transformed international performance; grew bookings annually; improved retention .

External Roles

Not disclosed in company filings reviewed.

Fixed Compensation

Item	2022	2023	2024
Base salary ($)	372,038	413,312	457,018
Target STI as % of base	70%	70%	75% (raised from 70%)
Cash bonus paid	None (STI delivered in equity PRSUs)	None (STI delivered in equity PRSUs)	None (STI delivered in equity PRSUs)

Multi‑year compensation (SEC Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	372,038	413,312	457,018
Stock awards ($, grant-date FV)	3,714,629	2,759,338	2,446,402
All other compensation ($)	6,341	735,804 (incl. relocation)	18,087
Total ($)	4,093,008	3,908,454	2,921,507

Notes: 2023 “All Other” includes U.K./U.S. tax prep and $585,853 relocation costs per relocation agreement .

Performance Compensation

2024 Short‑Term Incentive (STI) – PRSUs

Metric	Weight	Threshold	Target	Actual	Payout factor	Payout after committee discretion	Vesting
Non‑GAAP Adjusted Recurring Revenue	50%	$1,041.3M	$1,157.0M	$1,123.8M (97.1% of target)	~91.4%	80% of target for Benjamin	Vests Feb 22, 2025, continued service
Non‑GAAP Adjusted Income from Operations	50%	$294.3M	$327.0M	$317.1M (97.0% of target)	~90.8%	80% of target for Benjamin	Vests Feb 22, 2025, continued service
Target shares	—	—	4,168 PRSUs	—	—	3,335 PRSUs earned (80%)	Vested/vests Feb 22, 2025

Design: 100% corporate metrics; granted Feb 22, 2024; company delivered 91.1% payout but reduced to 80% for Benjamin due to TSR vs peers and EVERFI disposition .

Long‑Term Incentive (LTI) – 2024 grants (50% time-based RSUs, 50% PRSUs)

Grant component	Grant date	Target shares	Earned rate (FY24 results)	Vesting
RSUs (time-based)	Feb 21, 2024	15,977	n/a	3 equal annual tranches starting Feb 2025
PRSUs – one‑year (Non‑GAAP Adj Total Revenue, Gross Dollar Retention)	Feb 21, 2024	7,989	91.3% earned; vests over 3 years starting Feb 2025	As earned; 3 annual tranches
PRSUs – three‑year (Rule of 40, FY24/25/26)	Feb 21, 2024	7,989	94.2% earned for first measurement year; vests starting Feb 2025	Annual tranches; future years subject to performance
STI PRSUs (separate annual plan)	Feb 22, 2024	4,168 (target)	80% earned (committee discretion)	1‑year cliff at Feb 22, 2025

Grant-date fair value (2024 awards): RSUs $1,082,122; LTI PRSUs (one‑year) $541,095; LTI PRSUs (three‑year) $541,095; STI PRSUs $282,090 .

Historical PRSU earn‑outs (context for performance rigor):

2023 LTI PRSUs: 98.1% earned (one‑year) and 119.8% (first of three-year series) .
2022 LTI PRSUs: 106.9% (one‑year) and 99.6% (first of three-year series) .
Multi‑year Rule of 40 cohorts: 135.5% (2023 LTI three‑year, year 2) and 157.3% (2022 LTI three‑year, year 3), vesting Feb 2025 if service continues .

Realized equity from vesting (liquidity/overhang signal)

Year	Shares vested	Value realized on vesting ($)
2022	38,113	2,429,405
2023	47,179	2,932,061
2024	64,530	4,771,227

Note: Company notes “does not grant option awards” — equity is RSUs/PRSUs only, which typically creates sell‑to‑cover tax withholding at vest; a 2023 Form 4 disclosed 4,001 shares forfeited to cover taxes on vesting .

Equity Ownership & Alignment

Item	Status/Value
Beneficial ownership (Apr 14, 2025)	70,637 shares; <1% of outstanding
Ownership guidelines	CEO directs: officer‑level reports must hold lesser of 2x base salary or 20,000 shares; 5‑year compliance window; NEOs are in compliance
Guideline calculation (as of Dec 31, 2024)	For Benjamin: requirement calc 12,554 shares (salary multiple at $73.92), minimum 20,000; held 51,108; achieved 4x guideline
Pledging/hedging	Prohibited by policy
Options outstanding	None (company does not grant options)
Deferred comp/pension	None for executive officers

Select outstanding/unvested awards at 12/31/2024 (retention overhang):

Grant	Type	Unvested/earned (#)	Unearned (#)	Market value at $73.92 ($)
2/22/2024	STI PRSUs (earned, 1‑yr)	3,335	—	246,523
2/21/2024	RSUs (time‑based)	15,977	—	1,181,020
2/21/2024	LTI PRSUs (one‑year, earned)	7,296	—	539,320
2/21/2024	LTI PRSUs (three‑year, first year earned)	2,509	5,326 (future years, target)	185,465 (earned portion)
2/13/2023	RSUs (time‑based)	13,616	—	1,006,495
2/13/2023	LTI PRSUs (one‑year, earned)	6,680	—	493,786
2/13/2023	LTI PRSUs (three‑year, earned to date)	4,613	6,808 (future years, max/target per SEC rule)	340,993 (earned portion)

Employment Terms

Component	Terms
Employment agreement	At‑will; 1‑year non‑compete and non‑solicit (employees and customers); no severance in employment agreement; IP assignment; no fixed term
Retention agreement (separate)	Double‑trigger CIC protection: if terminated without cause or resigns for good reason within 12 months of CIC → 1.5x base salary; full acceleration of unvested equity (PRSUs for incomplete periods settle at 100% of target); COBRA premium reimburse up to 12 months; 280G cut‑down (no excise tax gross‑up); no Section 409A gross‑ups
Definitions	Cause and Good Reason defined (misconduct, felony, failure to perform; and material diminution, pay reduction, relocation >40 miles, etc.)
CIC definition	Merger with <50% continuing ownership, sale of substantially all assets, >50% beneficial ownership acquisition, liquidation/dissolution
Clawback	Compensation recovery policy applies to executive officers
Hedging/pledging	Prohibited by Insider Trading Policy

Quantified potential payments (as of 12/31/2024; share price $73.92):

Scenario	Cash salary multiple	Equity acceleration ($)	Benefits ($)	Total ($)
Termination without cause or resign for good reason (non‑CIC)	—	—	—	— (no severance)
Death/Disability	—	5,898,229	—	5,898,229
CIC + qualifying termination (double‑trigger)	1.5x base = $696,000	6,112,149	8,207 (COBRA)	6,816,356

Compensation Structure Analysis

Cash vs equity mix: Compensation heavily equity‑based; no stock options, limiting leverage but increasing time‑based and performance‑based share exposure . Year‑over‑year, salary rose 3.11% in 2024 (market alignment post‑relocation), while stock grant value moderated from 2023 to 2024 .
STI design shifts: STI remains 100% PRSUs on corporate metrics; in 2024 the committee exercised negative discretion cutting payouts (80% for Benjamin) in response to TSR and portfolio actions (EVERFI disposition) — a positive pay‑for‑performance signal .
LTI rigor: At least 50% PRSUs with multi‑year Rule of 40 goals; recent earn‑outs range from sub‑100% to >150%, indicating variability tied to operating outcomes .
Clawback/hedging/pledging: Robust guardrails (clawback; no hedging/pledging; no option repricing without shareholder approval) reduce governance risk .

SAY‑ON‑PAY & Shareholder Feedback

2023 say‑on‑pay approval: 92% — strong support for the program; ongoing engagement with investors noted .
Program emphasizes market competitiveness, stockholder value creation, and pay‑for‑performance alignment (corporate metrics for STI and multi‑year LTI) .

Risk Indicators & Red Flags

Section 16 timing: The company notes certain late Form 4 filings for PRSU acquisitions/withholdings in 2023–2024, including for Benjamin (administrative; not indicative of trading abuses) .
No tax gross‑ups and 280G cut‑down reduce parachute optics; double‑trigger only further mitigates “golden parachute” risk .
No options; therefore no history of option repricing; insider trading policy prohibits hedging/pledging .

Equity Ownership & Alignment Detail

Item	2023 (Dec 31)	2024 (Dec 31)	Notes
Shares owned for guideline table	68,832	51,108	Guideline table methodology; separate from beneficial ownership table dates/definitions.
Guideline multiple achieved	7x	4x	Requirement: lesser of 2x salary (share equivalent) or 20,000 shares; all NEOs in compliance .
Beneficial ownership (as‑of date)	83,739 (Apr 17, 2023)	70,637 (Apr 14, 2025)	Beneficial ownership tables at noted dates.

Employment Start/Role Tenure

Appointed EVP and CCO effective July 11, 2022; prior Blackbaud leadership since 2018 (International Markets) .

Investment Implications

Alignment: High equity mix, multi‑year PRSUs (Rule of 40) and ownership guideline compliance support alignment; prohibition on pledging/hedging and clawback policy further strengthen incentives .
Retention risk: Meaningful unvested/earned-but-unvested equity (e.g., 2024 RSUs 15,977; LTI PRSUs earned; outstanding multi‑year PRSUs) represent a retention overhang across 2025–2027 . Double‑trigger CIC protection (1.5x salary; equity acceleration) is moderate vs software peers and unlikely to be an overhang .
Trading/overhang: Annual February vesting cycles are sizable (64.5k shares vested in 2024 at $4.77M value), implying periodic sell‑to‑cover tax activity; a 2023 Form 4 showed shares withheld for taxes, not open‑market selling .
Pay‑for‑performance: 2024 STI payout cut to 80% despite near‑target operating results, reflecting TSR accountability — supportive for investors watching compensation discipline during portfolio shifts (EVERFI disposition) . Future PRSU realizations hinge on sustaining Rule of 40 in 2025–2026 .