Kevin Gregoire
BLACKBAUDAbout Kevin Gregoire
Executive Vice President and Chief Operating Officer (COO) of Blackbaud since July 11, 2022; previously EVP & President, U.S. Markets (2021–2022) and EVP & President, Enterprise Markets Group (2018–2021). He was age 54 at appointment; prior to Blackbaud, he served as Group President, Financial Institutions Group at Fiserv (2014–2018) and earlier served in the U.S. Army Corps of Engineers . Company performance context during his recent tenure: 2024 revenue was $1,155.5M (+4.5% YoY), recurring revenue mix reached 97.7%, and Rule of 40 improved to 38.6% (vs. 37.1% in 2023) . The Compensation Committee cited relative TSR and the EVERFI divestiture when exercising discretion to reduce STI payouts for NEOs in 2024 despite near-target results, signaling emphasis on shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blackbaud | EVP & COO | Appointed Jul 11, 2022 – present | Oversees product management and innovation, IT/cybersecurity, customer success and retention to drive consistent customer experience |
| Blackbaud | EVP & President, U.S. Markets | Apr 2021 – Jul 2022 | Led U.S. go-to-market; supported streamlining and sales productivity initiatives |
| Blackbaud | EVP & President, Enterprise Markets Group | Apr 2018 – Apr 2021 | Grew payments business; transformed customer success and strategic retention teams |
| Fiserv | Group President, Financial Institutions Group | Mar 2014 – Feb 2018 | Led FI segment at global fintech provider |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Gregoire in filings reviewed; he is not listed among directors in the 2025 proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $463,294 | $482,307 | $490,019 |
| All Other Compensation (USD) | $9,542 | $12,383 | $17,786 |
Notes:
- 2024 base salary unchanged vs. 2023; only Benjamin’s base was adjusted among NEOs .
- Company provides standard employee health/welfare benefits; no material perquisites beyond broad-based programs .
Performance Compensation
Comp design emphasizes equity-based pay-for-performance, with STI delivered in PRSUs (100% corporate metrics) and LTI delivered 50% time-based RSUs/RSAs and 50% PRSUs (with half measured via multi-year Rule of 40 tranches). No stock options are granted .
2024 Short-term Incentive (STI) – PRSUs
| Item | Details |
|---|---|
| Vehicle | PRSUs granted Feb 22, 2024; vest on achievement certification (earned) with vesting in Feb 2025 subject to service . |
| Metrics (50%/50% weight) | Non-GAAP Adjusted Recurring Revenue; Non-GAAP Adjusted Income from Operations . |
| Targets | Recurring Revenue target $1,157.0M (threshold $1,041.3M; max $1,272.7M); Adj. Income from Ops target $327.0M (threshold $294.3M; max $392.4M) . |
| 2024 Actuals | Recurring Revenue $1,123.8M (97.1% of target); Adj. Income from Ops $317.1M (97.0% of target) . |
| Formula Payout | 91.1% of target; Committee discretion applied → 80.0% payout for Gregoire (and Benjamin, McDearis); 50.0% for CEO & CFO, citing TSR and EVERFI disposition . |
| Gregoire 2024 STI Grant/Earned | Target 4,539 PRSUs; Earned 3,632 PRSUs (80.0%); vested Feb 22, 2025 subject to service . |
| 2024 STI Performance Grid | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|
| Non-GAAP Adjusted Recurring Revenue ($M) | $1,041.3 | $1,157.0 | $1,272.7 | $1,123.8 | ~91.4% |
| Non-GAAP Adjusted Income from Ops ($M) | $294.3 | $327.0 | $392.4 | $317.1 | ~90.8% |
| Committee Action | — | — | — | — | Final 80.0% for Gregoire |
2024 Long-term Incentive (LTI)
Grant mix: 50% time-based RSUs/RSAs; 50% PRSUs (split equally between one‑year and three‑year performance tranches), all granted Feb 21, 2024 .
- Gregoire LTI grants: 19,971 time-based RSUs; 9,986 PRSUs (one-year metrics); 9,986 PRSUs (three-year Rule of 40) .
a) One-year PRSUs (2024 performance; vest in equal annual installments over 3 years starting on 1st anniversary):
- Metrics (50%/50%): Non-GAAP Adjusted Total Revenue; Gross Dollar Retention .
- 2024 Targets and Actuals:
- Adjusted Total Revenue target $1,183.0M (threshold $1,064.7M; max $1,301.3M); actual $1,150.1M (~97.2% of target) .
- Gross Dollar Retention target 91.3% (threshold 88.3%; max 93.3%); actual 89.5% (~98.0% of target) .
- Payout: 91.3% of target; Gregoire earned 9,119 of 9,986 one-year PRSUs .
b) Three-year PRSUs (Rule of 40; three annual measurement periods 2024–2026; each earned tranche vests on anniversary in following year):
- 2024 Rule of 40 target 40.0% (threshold 36.0%; max 44.0%); actual 38.6% → 94.2% earned for the 2024 tranche .
- Gregoire earned 3,136 PRSUs for the 2024 component from the 9,986 three-year grant; vested Feb 21, 2025 .
c) Previously granted Three-year PRSUs (earned on 2024 performance):
| Grant Year | Target PRSUs (2024 slice) | Payout % | PRSUs Earned (Gregoire) |
|---|---|---|---|
| 2023 | 3,676 | 135.5% | 4,981 |
| 2022 (Feb 24 tranche) | 2,672 | 157.3% | 4,204 |
| 2022 (Aug 5 tranche) | 2,161 | 157.3% | 3,400 |
Multi-year Compensation (SEC-reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $463,294 | $482,307 | $490,019 |
| Stock Awards Grant-Date Fair Value (USD) | $3,743,293 | $3,021,823 | $3,012,539 |
| All Other Compensation (USD) | $9,542 | $12,383 | $17,786 |
| Total (USD) | $4,216,130 | $3,516,512 | $3,520,344 |
Equity Ownership & Alignment
- Beneficial ownership: 119,156 shares as of April 14, 2025; <1% of outstanding .
- Executive stock ownership guideline for CEO direct reports: lesser of 2x base salary (share equivalent) or 20,000 shares; Gregoire owned 93,396 shares as of Dec 31, 2024, representing 7x the guideline; guidelines met .
- Hedging and pledging of company securities are prohibited for directors and Section 16 officers .
- No stock options outstanding; company does not grant options .
Outstanding and recently earned awards (as of Dec 31, 2024):
| Grant/Type | Unvested/Earned Units | Market Value basis $73.92 | Notes |
|---|---|---|---|
| 2024 STI PRSUs (earned) | 3,632 | $268,477 | Vested Feb 22, 2025 . |
| 2024 Time-based RSUs | 19,971 | $1,476,256 | Vest over 3 years . |
| 2024 One‑year PRSUs (earned) | 9,119 | $674,076 | Vest over 3 years . |
| 2024 Three‑year PRSUs (2024 earned) | 3,136 | $231,813 | 2024 tranche vested Feb 21, 2025 . |
| Remaining Three‑year PRSUs (target for 2025/2026) | 6,657 target | $492,085 target value | Earn-out based on 2025/2026 Rule of 40 . |
| 2023 RSUs/PRSUs (unvested earned) | Multiple lines | See table values | Continue to vest per schedules . |
| 2022 RSUs/PRSUs (unvested earned) | Multiple lines | See table values | Includes 2022 Aug 5 grants . |
Insider trading/activity (pressure indicators):
- Reported Form 4 sale of 9,902 shares on May 22, 2024 (filed July 16, 2024) .
- Reported delayed Form 4 noting PRSU acquisitions on Feb 13, 2024 (aggregate 15,229 shares) filed Feb 16, 2024 .
Employment Terms
- Employment: At-will employment agreement; 1-year non-compete; 1-year non-solicitation of employees and customers; no severance under the employment agreement .
- Retention agreement (double-trigger, within 12 months post-Change-in-Control):
- Cash: 1.5x base salary .
- Equity: Full acceleration of unvested equity; performance-based awards for incomplete periods paid at 100% of target .
- Benefits: Up to 12 months COBRA reimbursement (taxable), ending earlier upon other coverage eligibility .
- No excise/409A gross-ups .
- Clawback: Dodd-Frank/Nasdaq-compliant recovery policy covering incentive compensation for restatements; enforcement by Compensation Committee .
- Trading policy: Insider Trading Policy filed with 2024 Form 10-K; company-level compliance with Nasdaq and federal securities laws .
- Anti-hedging/pledging and no option repricing without shareholder approval .
Compensation Structure Analysis
- Cash vs. equity mix: For “other NEOs” (incl. Gregoire) 47% of 2024 total direct compensation was performance-based, demonstrating equity-heavy, at-risk pay emphasis .
- STI target change: NEOs (ex-CEO) had target STI increased to 75% of base salary in 2024 (from 70%), raising at-risk pay proportion .
- Discretion applied to STI: Despite formulaic 91.1% result, payout was cut to 80% for Gregoire (and peers) due to TSR and portfolio actions—an investor-aligned calibration .
- Shift in vehicles: No stock options granted; program uses RSUs/PRSUs—lower leverage vs. options but tighter performance linkage via PRSUs .
- Peer benchmarking: Compensation peer group centered on U.S. software firms; Blackbaud positioned near 54th percentile on revenue and 51st percentile on market cap vs. peers used for pay benchmarking .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay outcome (for 2023 pay): ~95% approval, indicating broad investor support for the pay program .
- Ongoing engagement with stockholders and use of independent consultant (Compensia) to review program design .
Related Party Transactions
- No related party transactions >$120,000 since Jan 1, 2024 .
Risk Indicators & Red Flags
- Positive: Robust clawback policy; anti‑hedging/pledging prohibitions; double‑trigger CIC; no option repricing without shareholder approval; no tax gross‑ups .
- Watch items: Single reported sale of 9,902 shares in May 2024; late Form 4 filings noted for multiple NEOs including Gregoire (for PRSU acquisition) though subsequently filed .
Compensation Peer Group (2024)
- Peer set includes ACIW, BOX, CVLT, ETWO, ESTC, ENV, FICO, GWRE, INFA, MANH, PEGA, PWSC, SWI, TYL, VRNT; see proxy for changes and rationale .
Investment Implications
- Near-term supply from vesting: Gregoire’s earned STI PRSUs (3,632) vested Feb 22, 2025 and 2024 three‑year PRSU tranche (3,136) vested Feb 21, 2025; plus multi-year vesting of 2024 one‑year PRSUs (9,119) and time-based RSUs (19,971) may create periodic selling windows, though ownership guidelines and anti‑pledging reduce adverse optics .
- Pay alignment: Heavy PRSU usage linked to recurring revenue, operating income, ARR retention, and Rule of 40 ties executive outcomes to durable SaaS drivers; 2024 discretionary STI cut on TSR signals willingness to balance internal metrics with external returns .
- Retention and CIC risk: At-will with no severance outside CIC, but meaningful equity overhang and double-trigger CIC terms (1.5x base salary + equity acceleration) provide retention in strategic scenarios while avoiding single-trigger optics .
- Ownership alignment: Gregoire exceeds stock ownership guidelines (7x requirement multiple), indicating skin-in-the-game; no hedging/pledging allowed .
- Execution context: 2024 revenue growth (+4.5%), 97.7% recurring mix, and improved Rule of 40 (38.6%) underpin PRSU earnouts; however, relative TSR underperformance influenced payout discretion, worth monitoring alongside ongoing buybacks and AI/product initiatives .