Roger Nanney
BLACKBAUDAbout D. Roger Nanney
Independent Class C director at Blackbaud since October 2021; age 67. Former Vice Chairman and Senior Partner at Deloitte LLP with 38 years at the firm; CPA and CMA; member of NACD. Holds BS in Business Administration and MACC from the University of South Carolina; nominated for a new term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deloitte LLP | Vice Chairman and Senior Partner | Jun 2018 – May 2020 | Retired in May 2020 |
| Deloitte LLP | Vice Chairman & US National Managing Partner, Deloitte Private | Jun 2012 – May 2018 | Senior leadership role |
| Deloitte LLP | Partner; various senior leadership roles | Jun 1990 – May 2020 | Joined Deloitte Aug 1982 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freeman Company (private) | Board of Directors | Not disclosed | Private company directorship |
| Stephen Gould Corporation (private) | Advisory Board Member | Not disclosed | Advisory role |
| University of South Carolina Business Partnership Foundation | Trustee & Chairman | Not disclosed | Governance and business partnership leadership |
| AT&T Performing Arts Center (Dallas) | Board Chair | Not disclosed | Led development efforts; board chair |
| United Way (Metropolitan Dallas; Tampa Bay; United Way of America) | Board Chair; Campaign Chair; Board Member | Not disclosed | Civic leadership across multiple United Way organizations |
| Priority 1 Holdings (private) | Board of Directors | Previously disclosed (2023) | Prior private board service |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert; all audit committee members are independent.
- Independence: Board determined Nanney is independent under Nasdaq Rule 5605(a)(2).
- Attendance and engagement: Board held 11 meetings in 2024; each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors meet regularly in executive session.
- Committee activity: Audit Committee met 12 times in 2024; scope includes oversight of financial statements, internal audit, auditor independence/appointment, capital management, and certain public disclosures (earnings, guidance, cybersecurity incidents).
- Election status: Standing for re-election as a Class C director; nominated for a term ending 2028.
Fixed Compensation
- Director cash fee schedule (2024): Annual cash retainer $60,000; Audit Committee member fee $15,000; no meeting fees. Fees paid quarterly.
- 2025 scheduled changes (program-level): Board Chair fee increased to $200,000; NCGC Chair fee to $20,000; Compensation Committee member fees to $15,000.
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Paid quarterly |
| Audit Committee Member Fee | $15,000 | Paid quarterly |
| Meeting Fees | $0 | None |
| 2024 Compensation (Nanney) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (Grant Date Fair Value) | $239,639 |
| All Other Compensation | $0 |
| Total | $314,639 |
Performance Compensation
The director equity program uses Restricted Stock Awards (RSAs) with time-based vesting; no performance metrics are disclosed for non-employee director equity.
| RSA Grant Details (2024) | Value |
|---|---|
| Grant Date | August 1, 2024 |
| Number of RSAs Granted | 3,066 |
| Grant Date Fair Value | $239,639 |
| Vesting | Full vest on first anniversary of grant while serving; if not standing for re‑election and still serving, vest immediately at term end |
| Voting Rights | RSA recipients may vote such shares |
| Prior RSA Benchmark (2022) | Value |
|---|---|
| Number of RSAs Granted | 4,113 |
| Grant Date Fair Value | $252,703 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None |
| Firm interlocks | Multiple directors have Deloitte affiliations: Nanney (retired Vice Chair) ; Leitch (retired Deloitte & Touche LLP) ; Pyburn (current Managing Director, Cyber & Strategic Risk at Deloitte LLP) |
| External auditor | Ernst & Young LLP has served as independent auditor since 2021; audit fees $2,065,069 and tax fees $114,642 in 2024 |
| Related party transactions | None >$120,000 involving directors/officers/5% holders since Jan 1, 2024 |
Expertise & Qualifications
- Financial oversight: CPA and CMA; designated Audit Committee Financial Expert; deep auditing and accounting experience from senior roles at Deloitte.
- Governance and operations: Senior leadership experience and corporate governance expertise; Board concluded he is well-qualified to serve.
- Sector familiarity: Exposure to technology/software and nonprofit sectors through board and civic roles.
Equity Ownership
- Director ownership guidelines: $100,000 within three years of first annual RSA; $200,000 after five consecutive years; directors should not dispose of vested RSAs until reaching targets; all non-employee directors were in compliance as of Dec 31, 2024.
| Metric | Dec 31, 2022 | Dec 31, 2024 |
|---|---|---|
| Shares/RSAs Owned | 6,663 | 12,949 |
| Value of Shares/RSAs | $392,184 (at $58.86/share) | $957,190 (at $73.92/share) |
| Ownership Requirement Multiple | 3.9x of 3‑year target | 10x of $100,000 target |
Governance Assessment
- Strengths: Independent director and Audit Committee Financial Expert; consistent engagement (≥75% attendance; participated in 2024 annual meeting); equity ownership at 10x guideline supports alignment.
- Compensation mix: Balanced cash/equity (2024 cash $75,000; equity $239,639 grant‑date value); time‑based RSAs vesting after one year or at term end, promoting retention and alignment without discretionary bonuses.
- Conflicts/related party exposure: No related‑party transactions >$120,000 since Jan 1, 2024; auditor is EY (not Deloitte), reducing perceived conflicts despite multiple directors’ Deloitte affiliations.
RED FLAGS (monitoring):
- Multiple Deloitte affiliations on the Board (Nanney, Leitch, Pyburn). While independence is affirmed and EY is auditor, concentration of prior/current ties to a single firm warrants ongoing oversight of independence perceptions.