Deneen DeFiore
BLACKBAUDAbout Deneen M. DeFiore
Independent director (Class B) of Blackbaud, Inc. since July 2022; age 51; current term expires in 2027. Vice President and Global Chief Information Security Officer at United Airlines since January 2020; prior senior cybersecurity and technology risk roles at GE Aviation; BS in Biology, Kent State University. Chairs Blackbaud’s Risk Oversight Committee; assessed as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines, Inc. | Vice President & Global Chief Information Security Officer | Jan 2020 – present | Leads enterprise cybersecurity strategy and operations |
| GE Aviation | SVP, Global Chief Information & Product Security Officer | Feb 2017 – Dec 2019 | Drove product and enterprise security programs |
| GE Aviation | SVP, Global Chief Technology & Risk Officer | Aug 2015 – Jan 2017 | Oversight of technology strategy and risk management |
| GE Corporate / GE Aviation / GE Power | Various leadership roles | Apr 2001 – Jul 2015 | Cross-company technology and risk leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Internet Security Alliance | Board member | Not disclosed | Sector-wide cybersecurity best practices |
| Aviation ISAC | Board member | Not disclosed | Industry threat intelligence sharing |
| Airlines for America (A4A) | Cybersecurity Committee member | Not disclosed | Aviation cyber policy and coordination |
| National Infrastructure Advisory Council (NIAC) | Member (Presidential appointment) | Appointed 2022 | Advises White House on securing critical infrastructure |
Board Governance
- Independence: Determined independent by Board; eight of nine directors independent (CEO non-independent). Committees composed 100% of independent directors.
- Committee assignments: Risk Oversight Committee Chair; not listed on Audit, Compensation, or Nominating committees in 2024.
- Attendance and engagement: All current directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Meetings held (2024): Board 11; Audit 12; Compensation 5; Nominating 4; Risk Oversight 4.
- Board leadership: Independent Chairman (Andrew M. Leitch); regular executive sessions of independent directors.
- Cybersecurity oversight structure: ORCAS and Risk Steering Committees report to Board Risk Oversight Committee chaired by DeFiore.
Fixed Compensation
| Component | Amount/Detail | Deneen DeFiore (2024) |
|---|---|---|
| Annual cash retainer | $60,000 | Included in total cash |
| Committee chair fee (Risk Oversight) | $20,000 | Included in total cash |
| Committee member fees | $10,000 (ROC member fee; chair typically not paid member fee) | Not separately disclosed |
| Board chair fee | $105,000 (2024); increased to $200,000 effective 1/1/2025 | Not applicable |
| Meeting fees | None | None |
| Fees earned (cash) | — | $85,000 (2024) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RSAs | Aug 1, 2024 | 3,066 | $239,639 | Vest in full on 1-year anniversary while serving; if not standing for re-election at end of term, vest at end of term while serving |
| Options/SARs | — | — | — | No grants; plan prohibits option repricing without shareholder approval |
Directors receive time-based equity; no performance-vested equity for non-employee directors is disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Public company boards | None | — | No public-company interlocks disclosed |
| Compensation Committee interlocks | — | — | Company discloses no interlocks for Compensation Committee members; DeFiore not on Compensation Committee |
Expertise & Qualifications
- Cybersecurity leadership across aviation and critical infrastructure, including NIAC appointment.
- Corporate governance and risk oversight; chairs Risk Oversight Committee.
- Technology/software industry exposure via enterprise security and risk roles.
- Board skills matrix flags Cybersecurity and Corporate Governance among her competencies.
Equity Ownership
| Metric | Value |
|---|---|
| RSAs and shares held (12/31/2024) | 10,399 |
| Estimated value (at $73.92 close on 12/31/2024) | $768,694 |
| Director stock ownership guideline | $100,000 within 3 years; $200,000 within 5 years; directors should not dispose of vested RSAs until targets met (tax exceptions allowed) |
| Compliance status | Not required (<3 years tenure) yet achieved ~8x the three-year requirement as of 12/31/2024 |
| Hedging/Pledging policy | Prohibition on pledging and hedging of company securities |
Governance Assessment
- Strengths
- Independence; no related-person transactions >$120,000 since 1/1/2024.
- High engagement: Board and committee attendance thresholds met; chairs a critical risk/cyber oversight committee.
- Strong alignment: Meaningful stock holdings far above guideline for tenure; annual equity awards to directors.
- Robust governance framework: Independent Chair; regular executive sessions; clawback policy; anti-hedging/pledging; 95% say‑on‑pay support in 2024 (signals investor confidence in pay practices).
- Potential risks/flags
- None disclosed specific to DeFiore; no public-company interlocks or related-party exposures identified; director compensation is standard mix of cash retainer and time-based RSAs (no performance-linked director equity).
Overall signal: Cybersecurity expertise and chairing Risk Oversight are positives for investor confidence in BLKB’s governance and cyber risk management; strong ownership and independence further support board effectiveness.