DEF 14A (APR 2015)





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A





Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )





þ Filed by the Registrant ¨ Filed by a Party other than the Registrant

Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12





Blackbaud, Inc.





(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): þ No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

















Notice of 2015

Annual Meeting of Stockholders

and Proxy Statement













Tuesday , June 9, 2015

at 4:00 p.m. , local time

Blackbaud Corporate Headquarters,

Charleston, South Carolina





















TABLE OF CONTENTS





LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS 4 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 5 PROXY SUMMARY 6 PROXY STATEMENT 9 GOVERNANCE 10 Proposal 1 —Election of Directors 10 Board of Directors and Committees 13 Transactions with Related Persons 16 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 Ownership of Equity Securities of the Company 17 Section 16(a) Beneficial Ownership Reporting Compliance 18 EXECUTIVE COMPENSATION AND OTHER MATTERS 19 Proposal 2 —Advisory Vote to Approve Named Executive Officer Compensation 19 Compensation Discussion and Analysis 20 Compensation Committee Report 34 Compensation Committee Interlocks and Insider Participation 34 Compensation Tables 35 Payments on Termination or Change in Control 39 Equity Compensation Plan Information 43 Director Compensation For Fiscal Year 2014 44 AUDIT MATTERS 47 Audit Committee Report 47 Proposal 3 —Ratification of Appointment of Independent Registered Public Accounting Firm 48 ADDITIONAL INFORMATION 49 Questions and Answers about the 2015 Annual Meeting of Stockholders 49 Stockholder Proposals 51 Delivery of Documents to Stockholders Sharing an Address 52 Annual Report on Form 10-K 52 Other Matters 52 Directions to the 2015 Annual Meeting of Stockholders 53 Form of Proxy Card 54

2015 Proxy Statement 3



LETTER TO STOCKHOLDERS FROM OUR BOARD OF DIRECTORS





Fellow Blackbaud Stockholders:





In 2014 , we marked our tenth anniversary as a public company, and the Company remains committed to achieving long-term performance and delivering stockholder value through a strong business model. In the past decade, we have more than doubled our customer base from 12,700 customers to over 30,000 customers in more than 60 countries; we have delivered strong, sustained financial results with annual revenue growing from $138.7 million in 2004 to $564.4 million in 2014 ; and we have expanded the scope of our solutions through investment in product innovation and development, as well as strategic acquisitions, to both expand into new markets and enhance the value of our core offerings within our traditional markets.

In 2014 , the Company:





• Increased annual revenue by 12% from $503.8 million in 2013 to $564.4 million in 2014 ;

• Grew recurring revenue to approximately 73% of total revenue in 2014 ;

• Generated cash flow from operations of $102.3 million ;

• Provided returns to stockholders by paying $22.1 million in dividends;

• Grew our Enterprise CRM customer base with 14 new CRM customers;

• Completed the acquisition of WhippleHill, which expanded our addressable market, broadened and modernized our K12 private school offerings, resulting in a more complete K12 solution with student information, enrollment management, fundraising, online content and revenue capabilities;

• Completed the acquisition of MicroEdge, which expanded our addressable market to include institutions involved in the entire spectrum of giving activities, from private foundations and other grant-making institutions to corporate social responsibility programs;

• Established long-term aspirational goals related to revenue growth, margin expansion and cash flows and generated financial results that keep us on track to deliver against those goals;

• Announced Raiser’s Edge NXT and Financial Edge NXT as enhanced cloud-based solutions that replace two key legacy products;

• Transitioned leadership to a new Chief Executive Officer, Michael P. Gianoni;

• Implemented an enterprise-wide quality enhancement program, initially introduced in solutions, engineering and product management and cascading to key operating functions in 2015 and beyond, and created a center of quality and operational excellence to support our focus on increasing quality, efficiency and customer satisfaction; and

• Continued to elevate Blackbaud’s thought leadership position in the philanthropic industry through our participation in the Clinton Global Initiative and Social Innovation Summit.





We remain equally committed to continuing stockholder communication and engagement to better understand your views on the Company and, in particular, our executive compensation. In 2014 , as we do every year, we reviewed our executive compensation programs with our Compensation Committee’s independent outside compensation consultant, Compensia, Inc.

Our compensation decisions including the continued practice of making annual grants to named executive officers of performance-based restricted stock units reinforce our strong pay-for-performance compensation philosophy. We continue to be committed to providing competitive, performance-based compensation opportunities to our executive officers, who collectively are responsible for making our Company successful.

We appreciate your investment in Blackbaud and value your input and continued support.





The Board of Directors of Blackbaud, Inc.

April 28, 2015

2015 Proxy Statement 4











NOTICE OF ANNUAL MEETING OF STOCKHOLDERS





Tuesday , June 9, 2015

4:00 p.m. , local time





Blackbaud Corporate Headquarters,

2000 Daniel Island Drive, Charleston, South Carolina 29492





Fellow Blackbaud Stockholders:

The 2015 Annual Meeting of Stockholders of Blackbaud, Inc. will be held on Tuesday , June 9, 2015 at 4:00 p.m. , local time, at our corporate headquarters located at 2000 Daniel Island Drive, Charleston, South Carolina 29492, to take action on the following business:

1. To elect the three Class B directors named in the Proxy Statement, each for a three-year term expiring in 2018; 2. To approve, on an advisory basis, the 2014 executive compensation of our named executive officers; 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and 4. To transact such other business as may properly come before the meeting or any adjournment thereof.

These matters are more fully described in the Proxy Statement accompanying this Notice.

If you were a stockholder of record of Blackbaud common stock as of the close of business on April 20, 2015 , you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof. A list of stockholders eligible to vote at the meeting will be available during our regular business hours at our principal office in Charleston, South Carolina for the ten days prior to the meeting for review for any purposes related to the meeting.

You are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting. Any stockholder attending the meeting may vote in person even if he or she has returned a proxy. Your vote is important . Whether or not you plan to attend the meeting, we hope that you will vote as soon as possible. By order of the Board of Directors Jon W. Olson Senior Vice President, General Counsel and Secretary Dated: April 28, 2015

2015 Proxy Statement 5



PROXY SUMMARY





This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this proxy statement. As this is only a summary, it does not contain all of the information that you should consider, and you should read the entire proxy statement carefully prior to voting.

ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE: June 9, 2015, 4:00 p.m., local time PLACE: Blackbaud Corporate Headquarters, 2000 Daniel Island Drive, Charleston, South Carolina. RECORD DATE: April 20, 2015 VOTING: Stockholders as of record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. ADMISSION: Proof of share ownership and a form of personal photo identification will be required to enter the Blackbaud Annual Meeting. See "Directions to the 2015 Annual Meeting of Stockholders" on page 53 of this Proxy Statement.

MEETING AGENDA AND VOTING MATTERS

Proposal Board's Voting Recommendation Voting Standard Page Number (for more details) No. 1 Election of three Class B directors, each for a three-year term expiring in 2018. ü FOR (each nominee) Majority of votes cast 10 No. 2 Advisory vote to approve 2014 compensation for our named executive officers. ü FOR Majority of votes cast 19 No. 3 Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. ü FOR Majority of votes cast 48





MEMBERS OF OUR BOARD OF DIRECTORS (pages 10-15)

Director Age Director Since Independent Committee Memberships Andrew M. Leitch « 71 2004 Yes AC, CC, NCG t George H. Ellis 66 2006 Yes AC t David G. Golden 56 2010 Yes AC Michael P. Gianoni 54 2014 No Sarah E. Nash 61 2010 Yes CC t , NCG Timothy Chou 60 2007 Yes CC, NCG Joyce M. Nelson 64 2012 Yes NCG Peter J. Kight 59 2014 Yes AC





« - Chairman of the Board

AC - Audit Committee

CC - Compensation Committee

NCG - Nominating and Corporate Governance Committee

t - Committee Chair

2015 Proxy Statement 6





Table of Contents PROXY SUMMARY



INFORMATION ABOUT OUR BOARD AND COMMITTEES (pages 13-15)

Number of Members Independence Number of Meetings During Fiscal Year 2014 Full Board 8 88% 12 Audit Committee 4 100% 12 Compensation Committee 3 100% 5 Nominating and Corporate Governance Committee 4 100% 4





2014 PERFORMANCE HIGHLIGHTS (Page 20)

• Increased annual revenue by 12% to $564.4 million .

• Grew recurring revenue to approximately 73% of total revenue.

• Provided returns to stockholders by paying $22.1 million in dividends.

• Generated cash flow from operations of $102.3 million .





GOVERNANCE HIGHLIGHTS

Governance Matter Summary Highlights Page Number (for more details) Board Independence ü Independent Board, except CEO 13 ü Independent Chairman 13 ü Independent Board Committees 14 ü Regular Executive Sessions of Independent Directors 15 ü Committee Authority to Retain Independent Advisors 14 Director Elections ü Frequency: 1 of 3 Classes Annually for Three-Year Terms 10 ü Majority Voting 49 Meeting Attendance ü All Directors Attended At Least 75% of the Total Number of Meetings of our Board and Committees on which the Director Served in 2014 15 Evaluating and Improving Board Performance ü Annual Board Evaluations 15 ü Annual Committee Evaluations 15 Aligning Director and Stockholder Interests ü Director Stock Ownership Guidelines 46 ü Annual Director Equity Grants 45 Aligning Executive Officer and Stockholder Interests ü Executive Officer Stock Ownership Guidelines 33 ü Executive Compensation Driven by Pay-For-Performance Philosophy 21 Other ü Risk Oversight by Full Board and Committees 15 ü Robust Code of Business Conduct and Ethics 16 ü Prohibition on Pledging and Hedging of Company Stock 22 ü Equity Plan Prohibits Stock Option Exchanges or Repricing Without Stockholder Approval 22





2015 Proxy Statement 7





Table of Contents PROXY SUMMARY



PRINCIPAL COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM (page 21)

Component Description Base Salary Fixed compensation component payable in cash Annual Cash Bonus Variable compensation component payable based on performance against pre-established performance objectives Equity Awards Consist of a combination of restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) “Double-Trigger” Change in Control Severance Arrangements Provide change in control payments and benefits to our executive officers only upon termination of employment within 12 months of a change in control of our Company Other Benefits Generally provide the same health and welfare benefits to all of our employees





2014 EXECUTIVE COMPENSATION ACTIONS (page 22)

• Increased base salaries of our named executive officers (other than our new President and CEO) by between 3.0% and 13.3% from their 2013 levels.

• Due to excellent financial performance, awarded cash bonuses that were, on average, 117% of each named executive officer's target annual cash bonus opportunity.

• Approved equity awards consisting of RSAs and PRSUs for our new President and CEO, and PRSUs for our other named executive officers, that met competitive market concerns, supported our retention objectives, and rewarded overall company performance.





2014 NEO COMPENSATION SUMMARY (pages 35-36)

Set forth below is the 2014 compensation for each of our named executive officers as determined under SEC rules. See the notes accompanying the Summary Compensation Table beginning on page 35 for more information.

Name and Principal Position Salary

Bonus

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Total

Michael P. Gianoni President and CEO $ 581,923

$ 863,277

$ 2,630,468

$ —

$ 682,660

$ 31,146

$ 4,789,474

Anthony W. Boor Executive Vice President and CFO 532,500

—

534,324

—

242,756

23,786

1,333,366

Joseph D. Moye (1) Former President, Enterprise Customer Business Unit 398,775

—

445,286

—

223,670

42,825

1,110,556

Kevin W. Mooney Executive Vice President and President, General Markets Business Unit 409,000

—

445,286

—

228,562

23,088

1,105,936

Bradley J. Holman Executive Vice President and President, International Business Unit 340,949

—

445,286

—

220,153

44,236

1,050,624



(1) In January 2015, Mr. Moye tendered his resignation from his position as President, ECBU effective as of January 30, 2015. Mr. Moye continued as an employee of the Company until March 15, 2015 in a transitional capacity.

2015 Proxy Statement 8



2000 DANIEL ISLAND DRIVE CHARLESTON, SC 29492

April 28, 2015













PROXY STATEMENT





The Board of Directors of Blackbaud, Inc. (the "Board" or "Board of Directors") is furnishing you this Proxy Statement to solicit proxies on its behalf to be voted at the 2015 Annual Meeting of Stockholders of Blackbaud, Inc. The meeting will be held on Tuesday , June 9, 2015 at 4:00 p.m. local time, at Blackbaud's corporate headquarters located at 2000 Daniel Island Drive, Charleston, South Carolina 29492. The proxies also may be voted at any adjournments or postponements of the meeting.

We are first furnishing the proxy materials including the Notice of Annual Meeting of Stockholders, this Proxy Statement, our 2014 Annual Report to Stockholders, including financial statements, and a proxy card for the meeting, by providing access to them via the Internet on April 28, 2015 . All properly completed proxies submitted by Internet or telephone and properly executed written proxies that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record and beneficial owners of common stock of the Company as of the close of business on the record date, April 20, 2015 , are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record and beneficial owner on the record date is entitled to one vote for each share of common stock held. Stockholders’ votes will be tabulated by persons appointed by the Board to act as inspectors of election for the meeting.









IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2015. The Notice of Annual Meeting of Stockholders, Proxy Statement and 2014 Annual Report on Form 10-K are available at www.proxyvote.com

2015 Proxy Statement 9



GOVERNANCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Nominees

The Board of Directors consists of eight members and is divided into three classes, the members of which each serve for a staggered three-year term. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Each of our existing Class B directors, Andrew M. Leitch, George H. Ellis and David G. Golden, have been nominated to fill a three-year term expiring in 2018. The two other classes of directors, who were elected or appointed for terms expiring at the annual meetings in 2016 and 2017, respectively, will remain in office.

If you are a stockholder of record, unless you mark your Proxy Card otherwise, the proxy holders will vote the proxies received by them for the three Class B nominees named below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by the Board of Directors to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve as a director.

If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.

Class B Director Nominees

The name of and certain information regarding each Class B nominee as of April 20, 2015 is set forth below. There are no family relationships among our directors, director nominees or executive officers. The business address for each nominee for matters regarding Blackbaud is 2000 Daniel Island Drive, Charleston, South Carolina 29492.

Name Position With Blackbaud Age Director Since Class and Year in Which Term Will Expire if Elected Andrew M. Leitch Chairman of the Board of Directors 71 February 2004 Class B - 2018 George H. Ellis Director 66 March 2006 Class B - 2018 David G. Golden Director 56 July 2010 Class B - 2018

ü The Board of Directors unanimously recommends that stockholders vote FOR the three Class B director nominees listed above.

The voting requirements for this Proposal 1 are described above and under "Additional Information" on page 49 of this Proxy Statement.

Andrew M. Leitch joined the Board of Directors in February 2004 and has served as our Chairman since July 2009. Mr. Leitch was with Deloitte & Touche LLP, an accounting firm, for over 27 years, last serving as the Vice Chairman of the Management Committee, Hong Kong from September 1997 to March 2000. Mr. Leitch has served on the board of directors of the following public companies: STR Holdings, Inc. (since November 2009); Cardium Therapeutics, Inc. (since August 2007); L & L Energy, Inc. (from February 2011 to August 2011); and Aldila, Inc. (from May 2004 to February 2010). Mr. Leitch also serves as director of several private companies. He is a CPA in the State of New York and a Chartered Accountant in Ontario, Canada. Among other experience, qualifications, attributes and skills, Mr. Leitch’s experience in auditing and accounting, as well as on boards of directors and his management skills, led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

2015 Proxy Statement 10



Table of Contents GOVERNANCE

George H. Ellis joined the Board of Directors in March 2006. Mr. Ellis has been Chief Financial Officer of The Studer Group L.L.C., a private company in the health care industry (now part of Huron Consulting Group Inc.), since September 2011. Prior to that, from July 2006 to August 2011, Mr. Ellis was Chief Financial Officer of Global 360, Inc., now OpenText, a private company offering business process management services. Since April 2010, Mr. Ellis has served on the board of Liquidity Services, Inc., currently as Chairman of its audit committee. He has also served in several capacities at Softbrands, Inc., as a member of its board of directors from October 2001 to August 2009, serving as Chairman from October 2001 to June 2006, and Chief Executive Officer from October 2001 to January 2006. Mr. Ellis was the Chairman and Chief Executive Officer of AremisSoft Corporation from October 2001 to confirmation of its plan of reorganization under Chapter 11 of the Federal Bankruptcy Code in August 2002. Mr. Ellis, who served as a director of AremisSoft from April 1999 until February 2001, accepted the position at AremisSoft to assist in the reorganization. Mr. Ellis served on the board of directors of PeopleSupport, Inc. from October 2004 to October 2008. Mr. Ellis has served on the board of directors and advisory boards of several nonprofit companies in the Dallas area. Mr. Ellis is a licensed CPA and an attorney in the State of Texas. Mr. Ellis is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors and supplements his skill set through ongoing engagement with the director community and access to leading practices. Mr. Ellis holds a BS in accounting from Texas Tech University and a JD from Southern Methodist University. Among other experience, qualifications, attributes and skills, Mr. Ellis’ knowledge and experience in leading large organizations in the information technology industry and his experience with accounting, financial and auditing matters, as well as with nonprofit companies, led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

David G. Golden joined the Board of Directors in July 2010. Mr. Golden has been a Managing Partner at Revolution Ventures, an early-stage venture affiliate of Revolution LLC, since January 2013. Mr. Golden was a Partner, Executive Vice President and Strategic Advisor at Revolution LLC, a private investment company, from March 2006 until December 2011. Prior to that Mr. Golden spent 18 years, including five years as Vice Chairman, with JPMorgan Chase & Co. (and predecessor companies), a financial services firm. Mr. Golden also served as Executive Chairman at Code Advisors, a private merchant bank, from its founding in 2010 through 2012. Mr. Golden currently serves on the board of directors of Barnes & Noble, Inc., Everyday Health, Inc. and several private companies. He also is a member of the board of trustees of The Branson School. Mr. Golden serves on the advisory boards of several private companies. Mr. Golden holds an AB in Government from Harvard College and a JD from Harvard Law School. Among other experience, qualifications, attributes and skills, Mr. Golden’s knowledge and experience in capital markets, strategic transactions and financial and legal matters led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

Other Directors Not Up for Re-election at this Meeting

The name of and certain information regarding each of our directors not up for re-election at this year's annual meeting as of April 20, 2015 is set forth below.

Name Position(s) With Blackbaud Age Director Since Class and Year in Which Term Will Expire Michael P. Gianoni President, Chief Executive Officer and Director 54 January 2014 Class C - 2016 Sarah E. Nash Director 61 July 2010 Class C - 2016 Timothy Chou Director 60 June 2007 Class A - 2017 Joyce M. Nelson Director 64 September 2012 Class A - 2017 Peter J. Kight Director 59 December 2014 Class A - 2017

2015 Proxy Statement 11



Table of Contents GOVERNANCE

Michael P. Gianoni joined us as President, Chief Executive Officer and a member of the Board of Directors in January 2014. Prior to joining us, he served as Executive Vice President and Group President, Financial Institutions at Fiserv, Inc., a global technology provider serving the financial services industry, from January 2010 to December 2013. He joined Fiserv as President of its Investment Services division in December 2007. Mr. Gianoni was Executive Vice President and General Manager of CheckFree Investment Services, which provided investment management solutions to financial services organizations, from June 2006 until December 2007 when CheckFree was acquired by Fiserv. From May 1994 to November 2005, he served as Senior Vice President of DST Systems Inc., a global provider of technology-based service solutions. Mr. Gianoni is a member of the board of directors of Teradata Corporation, a publicly traded global big data analytics and marketing applications company. He holds an AS in electrical engineering from Waterbury State Technical College, a BS with a business concentration from Charter Oak State College and an MBA and honorary Doctorate, from the University of New Haven. Mr. Gianoni's unique experience and perspective on the technology industry and our business led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

Sarah E. Nash joined the Board of Directors in July 2010. Ms. Nash currently serves on the boards of directors of Knoll, Inc. as well as private companies, HBD Industries, Inc. and Irving Oil Company. She resigned from the board of directors of Merrimack Pharmaceuticals, Inc. in December 2014. Ms. Nash is trustee of the New York-Presbyterian Hospital, the New York Restoration Project, and Washington and Lee University. She is also a member of the Business Leadership Council of City University of New York and the National Board of the Smithsonian Institution. Ms. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), a financial services firm, retiring as Vice Chairman in 2005. Ms. Nash holds a BA in political science from Vassar College. Among other experience, qualifications, attributes and skills, Ms. Nash’s knowledge and experience in capital markets, strategic transactions, corporate governance and non-profit organizations led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that she should serve as a director of our Company in light of our business and structure.

Timothy Chou joined the Board of Directors in June 2007. From November 1999 until his retirement from full-time employment in January 2005, Mr. Chou served as President of Oracle On Demand, a division of Oracle Corporation, a provider of enterprise software and computer hardware products and services. Prior to that, Mr. Chou served as Chief Operating Officer of Reasoning, Inc., an information technology services firm, and as Vice President, Server Products, of Oracle Corporation. He served as a director of Embarcadero Technologies, Inc. from July 2000 to June 2007. Mr. Chou is the author of “The End of Software” and is a lecturer at Stanford University. Mr. Chou holds a BS in Electrical Engineering from North Carolina State University and MS and PhD degrees in Electrical Engineering from the University of Illinois Urbana-Champaign. Among other experience, qualifications, attributes and skills, Mr. Chou’s knowledge and experience in the software-as-a-service and cloud computing industry and in senior leadership roles in large organizations in the information technology industry led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

Joyce M. Nelson joined the Board of Directors in September 2012. From October 2011 to her retirement from full-time employment in September 2012, Ms. Nelson served as a special consultant to the in-coming President and Chief Executive Officer of the National Multiple Sclerosis Society (“NMSS”), a nonprofit organization focused on multiple sclerosis. From November 2004 to October 2011, Ms. Nelson served as President and Chief Executive Officer of NMSS. From December 1991 to November 2004, she led NMSS's national field services and fund raising departments. From June 1985 to December 1991, she led the Mid America (Greater Kansas City) chapter of NMSS. From September 1983 to June 1985, she oversaw fundraising activities for the Northern California Chapter of NMSS. Ms. Nelson was previously on the board of directors of NMSS and the Multiple Sclerosis International Federation, as well as the advisory board to the North Park University School of Non-Profit Management. Ms. Nelson holds a BA in English from North Park University. Among other experience, qualifications, attributes and skills, Ms. Nelson’s experience as a CEO, her knowledge and experience in the nonprofit industry and the senior leadership roles she played in a large nonprofit organization led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that she should serve as a director of our Company in light of our business and structure.

2015 Proxy Statement 12



Table of Contents GOVERNANCE

Peter J. Kight joined the Board of Directors in December 2014. Mr. Kight has been a senior advisor at Comvest Partners, a private investment firm providing equity and debt capital to middle market companies across the United States, since January 2010. He served as co-chairman and managing partner of Comvest Advisors, LLC, from January 2010 to April 2013. From December 2007 to May 2012, Mr. Kight served as director and vice chairman of Fiserv following Fiserv's acquisition of CheckFree Corporation, a leading provider of electronic commerce services and products. Mr. Kight founded CheckFree Corporation in 1981 and served as its chairman and chief executive officer until December 2007. Mr. Kight has served on the board of directors of Huntington Bancshares Incorporated, a multi-state diversified regional bank holding company, since June 2012. Mr. Kight served on the boards of directors of Akamai Technologies, Inc., a publicly traded company that distributes computing solutions and services, from March 2004 to July 2012, and Manhattan Associates, Inc., a publicly traded company that provides supply chain planning and execution solutions, from October 2007 to July 2011. Among other experience, qualifications, attributes and skills, Mr. Kight’s substantial experience at various other public companies, including strategic planning and operational experience, as well as valuable insight on public company governance practices, and his knowledge of the payment services industry led to the conclusion of our Nominating and Corporate Governance Committee and of our full Board that he should serve as a director of our Company in light of our business and structure.

BOARD OF DIRECTORS AND COMMITTEES

Information about the Board

The Board of Directors currently comprises eight members, namely Chairman Andrew M. Leitch, Michael P. Gianoni, George H. Ellis, Timothy Chou, David G. Golden, Sarah E. Nash, Joyce M. Nelson and Peter J. Kight.

We have historically separated the position of Chairman, currently independent director Andrew M. Leitch, and that of Chief Executive Officer (“CEO”), currently Michael P. Gianoni. While the Board of Directors believes the separation of these positions has served our Company well, and intends to maintain this separation where appropriate and practicable, the Board does not believe that it is appropriate to prohibit one person from serving as both Chairman and CEO. We believe our leadership structure is appropriate given the size of our Company in terms of number of employees, Mr. Leitch’s experience on boards of directors and management skills, and Mr. Gianoni’s experience and understanding of our Company and industry.

Independence of Directors

The Board of Directors has adopted categorical standards or guidelines to assist it in making independence determinations with respect to each director. These standards are published in Section 1 of our Corporate Governance Guidelines and are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com . The Board has determined that the following seven directors are independent within the meaning of Rule 5605(a)(2) of the NASDAQ Marketplace Rules: Mr. Leitch; Mr. Ellis; Mr. Chou; Mr. Golden; Ms. Nash; Ms. Nelson; and Mr. Kight. As part of such determination of independence, the Board has affirmatively determined that none of these directors has a relationship with us that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. Mr. Gianoni, our President and CEO, is the only member of management serving as a director.

Selection of Nominees for the Board of Directors

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for establishing the criteria for recommending which directors should stand for re-election to the Board and the selection of new directors to serve on the Board. In addition, the Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the Board. The Committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including strength of character, mature judgment, career specialization, relevant technical skills and independence. While it does not have a specific written policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider diversity to be an additional desirable characteristic in potential nominees. This commitment to diversity is part of our Corporate Governance Guidelines, which are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com .

2015 Proxy Statement 13



Table of Contents GOVERNANCE

Our Bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director, whether by inclusion of such business in our proxy materials or otherwise, must deliver written notice of the nomination by registered mail, return receipt requested, to the Corporate Secretary at our principal executive offices not more than 75 and not less than 45 days before the meeting at which directors are to be elected. Any such notice must set forth the following: (a) the name, age, business address, residence and ownership of our stock of any director nominee and all information relating to the director nominee that is required to be disclosed in solicitations of proxies for elections of directors; (b) any material interest in the director nomination of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate; (c) as to the stockholder or any Stockholder Associated Person, their holdings of our stock and whether the stockholder has entered into transactions to manage risk with respect to such stock; (d) as to the stockholder giving notice and Stockholder Associated Person, the name and address of such stockholder, as they appear on our stock ledger, and current name and address, if different, and of such Stockholder Associated Person; and (e) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election as a director. Our Bylaws define “Stockholder Associated Person” as (a) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of our shares of stock owned of record or beneficially by such stockholder and (c) any person controlling, controlled by or under common control with such Stockholder Associated Person. The Nominating and Corporate Governance Committee will evaluate a nominee recommended by a stockholder in the same manner in which the Committee evaluates nominees recommended by other persons as well as its own nominee recommendations.

Board Committees

The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee is composed entirely of independent directors in accordance with Rule 5605(a)(2) of the NASDAQ Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), as applicable. The Board and each committee have the authority to obtain, at our expense, the advice and assistance from independent advisors, experts and others as they may deem necessary, and to the extent they engage any such advisors they consider the independence of such advisors and any conflict of interest that may exist.

Our Audit Committee currently comprises Chairman George H. Ellis, David G. Golden, Andrew M. Leitch and Peter J. Kight. The Board of Directors has determined that Mr. Ellis and Mr. Leitch are “audit committee financial experts” as defined in Item 407(d) of Regulation S-K promulgated by the SEC. The Audit Committee monitors the integrity of our financial statements, the performance of our internal audit function, the qualifications and independence of our independent registered public accounting firm, the procedures undertaken by the independent registered public accounting firm, and, with the assistance of quarterly reports from our General Counsel and Chief Financial Officer, our compliance with other regulatory and legal requirements. The Audit Committee has the sole authority to appoint, determine funding for, and oversee our independent registered public accounting firm, including pre-approving all auditing services and non-audit services. Its role also includes meeting to review our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm and reviewing capital management. It reviews and evaluates public disclosures related to earnings and guidance or other public disclosure matters as appropriate. See “Audit Committee Report” on page 47 of this Proxy Statement.

Our Compensation Committee currently comprises Chairman Sarah E. Nash, Timothy Chou and Andrew M. Leitch. Each member of the Compensation Committee meets the independence requirements under both Rule 5605(a)(2) and 5605(d)(2)(A) of the NASDAQ Marketplace Rules. The Compensation Committee reviews and approves all compensation decisions relating to executive officers, including approving the compensation decisions for the CEO. In evaluating incentive and other compensation and equity-based plans, the Compensation Committee considers the results of the most recent advisory Say-on-Pay vote. As part of its review, the Compensation Committee also considers compensation data with respect to the executive officers' counterparts at the companies in our compensation peer group and the recommendations of the CEO regarding compensation for those executive officers reporting directly to him as well as other officers. The Compensation Committee annually reviews and approves the compensation of our non-employee members of the Board of Directors, based on factors it determines appropriate. The Compensation Committee assesses issues relating to recruitment and retention of executive officers. See “Compensation Discussion and Analysis” beginning on page 20 of this Proxy Statement.

2015 Proxy Statement 14



Table of Contents GOVERNANCE

Our Nominating and Corporate Governance Committee currently comprises Chairman Andrew M. Leitch, Sarah E. Nash, Timothy Chou and Joyce M. Nelson. The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the Board of Directors, reviews the qualifications and independence of the members of the Board and its various committees, recommends to the Board the Corporate Governance Guidelines, oversees such Guidelines to ensure compliance with sound corporate governance practices and legal, regulatory and NASDAQ requirements, leads the Board and its committees in their annual self-evaluation process, reviews our Company’s governance scores and ratings from third parties and recommends to the Board its and our Company’s senior management's Company stock ownership guidelines.

Each of the above-referenced committees operates pursuant to a formal written charter. The charters for each committee, which have been adopted by the Board of Directors, contain a detailed description of the respective committee’s duties and responsibilities and are available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com .

In addition to the meetings held by the above-referenced committees, the independent non-employee members of the Board of Directors regularly meet in executive session without our CEO or any executive officers present. One purpose of these executive sessions is to evaluate the performance of management.

Risk Oversight

While our Company’s senior management has responsibility for the management of risk, the Board of Directors plays a significant role in overseeing this function. The Board regularly reviews our market and business risks during its meetings and each of its committees oversees risks associated with its respective area of responsibility. In particular, the Audit Committee oversees risk related to our accounting, tax, financial and public disclosure processes. It also assesses risks associated with our financial assets. The Compensation Committee oversees risks related to our compensation and benefit plans and policies to ensure sound pay practices that do not cause risks to arise that are reasonably likely to have a material adverse effect on our Company. The Nominating and Corporate Governance Committee seeks to minimize risks related to governance structure by implementing sound corporate governance principles and practices. Each of the Committees regularly reports to the full Board as appropriate on its efforts at risk oversight and on any matter that rises to the level of a material or enterprise level of risk.

Information Regarding Meetings of the Board and Committees

During 2014 , the Board of Directors held twelve meetings, and its three committees, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, collectively held 21 meetings. Each of our current directors attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served during 2014 . The following table sets forth each current director's 2014 membership and meeting information for each committee of the Board.

Name Audit Compensation Nominating and Corporate Governance Mr. Leitch X X Chair Mr. Gianoni Mr. Ellis Chair Mr. Chou X X Mr. Golden X Ms. Nash Chair X Ms. Nelson X Mr. Kight (1) X Number of Meetings held in 2014 12 5 4

(1) Mr. Kight was named to the Audit Committee in December 2014.

Although we do not have a formal written policy with respect to directors’ attendance at our annual meetings of stockholders, we strongly encourage all directors to attend. All directors attended our 2014 Annual Meeting of Stockholders (with the exception of Mr. Kight who was not a director at the time).





2015 Proxy Statement 15



Table of Contents GOVERNANCE

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. The Board of Directors adopted these Corporate Governance Guidelines in order to ensure that it has the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows, including, but not limited to, Board and Committee composition and selection, director responsibilities, director access to executive officers and employees and CEO performance evaluation and succession planning. A copy of our Corporate Governance Guidelines is available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com .

Code of Business Conduct and Ethics and Code of Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees. The Board has also adopted a separate Code of Ethics for our CEO and all senior financial officers, including our Chief Financial Officer (“CFO”), who is our principal accounting officer, Corporate Controller, or persons performing similar functions. We will provide copies of our Code of Business Conduct and Ethics and Code of Ethics without charge upon request. To obtain a copy of our Code of Business Conduct and Ethics or Code of Ethics, please send your written request to Blackbaud, Inc., 2000 Daniel Island Drive, Charleston, South Carolina 29492, Attn: General Counsel. Our Code of Business Conduct and Ethics and Code of Ethics are also available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com .

Communications with the Board of Directors

Stockholders who wish to communicate with members of the Board of Directors, including the independent directors individually or as a group, may send correspondence to them in care of our Corporate Secretary at our principal executive offices. Such communication will be forwarded to the intended recipient(s). We currently do not intend to have our Corporate Secretary screen this correspondence, but we may change this policy if directed by the Board due to the nature or volume of correspondence.

TRANSACTIONS WITH RELATED PERSONS

The written charter of our Audit Committee authorizes and the NASDAQ Marketplace Rules require our Audit Committee to review and approve related party transactions. In reviewing related party transactions, our Audit Committee applies the basic standard that transactions with affiliates should be made on terms no less favorable to us than could have been obtained from unaffiliated parties. Therefore, the Audit Committee reviews the benefits of the transactions, terms of the transactions and the terms available from unrelated third parties, as applicable. All transactions other than compensatory arrangements between us and our executive officers, directors, principal stockholders and their affiliates must be approved by our Audit Committee or a majority of the disinterested directors, and must continue to be on terms no less favorable to us than could be obtained from unaffiliated third parties. For the year ended December 31, 2014 , we had no transactions in which we were a participant where the amount involved exceeded $120,000 and one or more of our executive officers, directors, principal stockholders or their affiliates had a direct or indirect material interest.

2015 Proxy Statement 16



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

Five Percent Beneficial Owners of Company Stock

Set forth in the table below is information about the number of shares held by holders we know to be the beneficial owners of more than 5% of our issued and outstanding common stock as of December 31, 2014 .

Name and Address Total Shares Beneficially Owned

Percentage Beneficially Owned (1)

Eaton Vance Management (2) 5,032,759

10.74 % 2 International Place Boston, Massachusetts 02110 Brown Capital Management, LLC (3) 4,990,734

10.65 % 1201 North Calvert Street Baltimore, Maryland 21202 Janus Capital Management LLC (4) 4,191,926

8.94 % 151 Detroit Street Denver, Colorado 80206 BlackRock, Inc. (5) 4,047,583

8.64 % 55 East 52nd Street New York, New York 10022 The Vanguard Group, Inc. (6) 3,361,403

7.17 % 100 Vanguard Boulevard Malvern, Pennsylvania 19355 Jackson Square Partners, LLC (7) 2,780,167

5.93 % 101 California Street, Suite 3750 San Francisco, CA 94111

(1) The ownership percentages set forth in this column are based on the assumption that each of the stockholders continued to own the number of shares reflected in the table above on April 20, 2015 .

(2) Based on information contained in Schedule 13G/A filed with the SEC on January 13, 2015 by Eaton Vance Management. Eaton reported that it had sole voting and dispositive power over 5,032,759 shares.

(3) Based on information contained in Schedule 13G/A filed with the SEC on February 5, 2015 by Brown Capital Management, LLC. Brown reported that it had sole voting power over 3,086,304 shares and sole dispositive power over 4,990,734 shares.

(4) Based on information contained in Schedule 13G/A filed with the SEC on February 18, 2015 by Janus Capital Management, LLC. Janus reported that it had sole voting and dispositive power over 4,191,926 shares due to its ownership of INTECH Investment Management and Perkins Investment Management LLC. Janus provides investment advice to Janus Triton Fund, which had sole voting and dispositive power over 2,711,067 shares.

(5) Based on information contained in Schedule 13G/A filed with the SEC on January 22, 2015 by BlackRock, Inc. BlackRock reported that it had sole voting power over 3,944,868 shares and sole dispositive power over 4,047,583 shares.

(6) Based on information contained in Schedule 13G/A filed with the SEC on February 11, 2015 by The Vanguard Group, Inc. Vanguard reported that it had sole voting power over 62,695 shares, sole dispositive power over 3,303,108 shares and shared dispositive power over 58,295 shares.

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Table of Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(7) Based on information contained in Schedule 13G filed with the SEC on February 11, 2015 by Jackson Square Partners, LLC. Jackson reported that it had sole voting power over 925,810 shares, shared voting power over 1,854,357 shares and sole dispositive power over 2,780,167 shares.

Executive Officers and Directors

The following table sets forth information regarding beneficial ownership of our common stock by each individual named in the Summary Compensation Table on page 35, each Director, and our current executive officers and Directors as a group, all as of April 20, 2015 . Unless otherwise noted, voting power and investment power in common stock are exercisable solely by the named person. The address for each executive officer and director is c/o Blackbaud, Inc., 2000 Daniel Island Drive, Charleston, South Carolina 29492.

Name Shares Owned

Shares Under Exercisable SARs (1)

Total Shares Beneficially Owned

Percentage Beneficially Owned

Michael P. Gianoni 103,375

—

103,375

*

Anthony W. Boor 58,875

34,646

93,521

*

Joseph D. Moye 13,839

—

13,839

*

Kevin W. Mooney 51,438

38,283

89,721

*

Bradley J. Holman 11,535

—

11,535

*

Andrew M. Leitch 24,516

—

24,516

*

George H. Ellis 14,662

—

14,662

*

Timothy Chou 26,258

—

26,258

*

David G. Golden 24,399

—

24,399

*

Sarah E. Nash 17,031

—

17,031

*

Joyce M. Nelson 11,404

—

11,404

*

Peter J. Kight 563

—

563

*

All current executive officers and directors as a group (15 persons) 466,764

351,035

817,799

1.73 %

* Less than one percent.

(1) Includes only SARs exercisable within 60 days of April 20, 2015 .

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and any person or entity who owns more than 10% of a registered class of our common stock to file with the SEC certain reports of ownership and changes in ownership of our securities. Executive officers, directors and stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). We prepare Section 16(a) reports on behalf of our executive officers and directors based on the information provided by them. Based solely on a review of this information and written representations from these persons that no other reports were required, we believe that, during fiscal year 2014 , all our executive officers, directors and, to our knowledge, 10% stockholders complied with all applicable Section 16(a) filing requirements, with the exception of Mr. Moye who filed a Form 4 on December 29, 2014 reporting various transactions in connection with his SARs first occurring on December 24, 2014.

2015 Proxy Statement 18



EXECUTIVE COMPENSATION AND OTHER MATTERS

PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In deciding how to vote on Proposal 2, the Board of Directors urges you to specifically consider our executive compensation philosophy, policies and practices, all of which are summarized below and more fully described under “Compensation Discussion and Analysis” beginning on page 20 of this Proxy Statement.

Background

The Board of Directors recognizes the interest our stockholders have expressed in how we compensate our named executive officers. At the 2011 Meeting of Stockholders, in accordance with the Board’s recommendation, the holders of 86.1% of our outstanding common stock voting on the matter endorsed holding an annual, non-binding stockholder advisory (“Say-on-Pay”) vote on the compensation of the named executive officers. As part of its commitment to our stockholders, the Board is submitting a Say-on-Pay proposal for stockholder consideration again this year and has decided to hold an annual advisory stockholder vote on executive compensation at least until the next Say-on-Pay frequency vote in 2017. Each Say-on-Pay vote is being provided as required pursuant to Section 14A of the Securities Exchange Act.

The Say-on-Pay vote is not intended to address any specific item of compensation, but rather our overall compensation philosophy, policies and practices as they relate to the named executive officers. While your vote is advisory and will not be binding on the Board of Directors or us, we strive to align our executive compensation program with the interests of our long-term stockholders. As it does every year, the Board will take into account the outcome of this year’s Say-on-Pay vote when considering future compensation actions and decisions.

Say-on-Pay Proposal

The Board believes that our executive compensation is a competitive advantage in attracting and retaining the high caliber of executive talent necessary to drive our business forward and build sustainable value for our stockholders. Accordingly, we are asking our stockholders to vote FOR the following resolution:

“ RESOLVED , that the stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table for fiscal year 2014 and the other related tables and disclosures).”





Effect of Say-on-Pay Vote

As indicated above, the vote on Proposal 2 is advisory and will not be binding on the Board of Directors or us. However, because the Board values your opinions as expressed through votes and other communications with us, it and our Compensation Committee will carefully review the 2015 Say-on-Pay voting results in an effort to better understand any issues or concerns you may have with our executive compensation. Stockholders who want to communicate with the Board on executive compensation or other matters should refer to “Communications with the Board of Directors” on page 16 of this Proxy Statement for additional information.

ü The Board of Directors unanimously recommends that stockholders vote, on an advisory basis, FOR the 2014 compensation of our named executive officers.

The voting requirements for this Proposal 2 are described under "Additional Information" on page 49 of this Proxy Statement.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program, as well as the philosophy underlying this program and our related policies and practices. It focuses on the compensation of our named executive officers for 2014 , who were:

Name Title Michael P. Gianoni President and Chief Executive Officer Anthony W. Boor Executive Vice President and Chief Financial Officer Joseph D. Moye (1) President, Enterprise Customer Business Unit (“ECBU”) Kevin W. Mooney Executive Vice President and President, General Markets Business Unit (“GMBU”) Bradley J. Holman Executive Vice President and President, International Business Unit (“IBU”)

(1) In January 2015, Mr. Moye tendered his resignation from his position as President, ECBU effective as of January 30, 2015. Mr. Moye continued as an employee of the Company until March 15, 2015 in a transitional capacity.

Executive Summary

Our executive compensation program is designed to reward our senior management for effectively building stockholder value.

2014 Business Highlights

We are the leading global provider of software and services designed specifically for the nonprofit, charitable giving and education communities. Our customers use our cloud-based and on-premise software solutions and related services to help increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize operations. We believe that through the strength of our business model and executive leadership team, we delivered on our strategic priorities in 2014 . In particular, we:





• Grew our Enterprise CRM customer base with 14 new CRM customers ;

• Completed the acquisition of WhippleHill, which expanded our addressable market, broadened and modernized our K12 private school offerings, resulting in a more complete K12 solution with student information, enrollment management, fundraising, online content and revenue capabilities;

• Completed the acquisition of MicroEdge, which expanded our addressable market to include institutions involved with the entire spectrum of giving activities, from private foundations and other grant-making institutions to corporate social responsibility programs.

• Announced Raiser's Edge NXT and Financial Edge NXT as enhanced cloud-based solutions that replace two key legacy products;

• Transitioned leadership to a new Chief Executive Officer, Michael P. Gianoni;

• Implemented an enterprise-wide quality enhancement program, initially introduced in solutions, engineering and product management and cascading to key operating functions in 2015 and beyond, and created a center of quality and operational excellence to support our focus on increasing quality, efficiency and customer satisfaction; and

• Continued to elevate our thought leadership position in the philanthropic industry through our participation in the Clinton Global Initiative and Social Innovation Summit.





These ac complishments and others resulted in a year of positive financial performance for us, as demonstrated as follows:





• Increased annual revenue by 12% from $503.8 million in 2013 to $564.4 million in 2014 ;

• Grew recurring revenue to approximately 73% of total revenue in 2014 ;

• Provided returns to stockholders by paying $22.1 million in dividends; and

• Generated cash flow from operations of $102.3 million during 2014 .

In 2014 , we were ranked as an Elite Specialist on the ZDNet CRM Watchlist, ranked #140 in Software 500, the world's largest ranking of software and service providers, and named a Champion for the category of Financial Management Solutions in Info-Tech Research Group's Vendor Landscape report. In addition, we were named one of the best places to work in South Carolina for a fifth consecutive year.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

2014 Stockholder Advisory Vote on Named Executive Officer Compensation

We conducted a non-binding stockholder advisory vote on the compensation of our named executive officers at our 2014 Annual Meeting of Stockholders. At that time, the holders of 98.3% of our outstanding common stock voting on the matter voted in favor of the compensation of our named executive officers as disclosed in the proxy statement for such annual meeting. The Board of Directors has considered the results of this vote and believes they represent a positive affirmation of our executive compensation program and practices and our continued commitment to stockholder communication and engagement and responsiveness to stockholder concerns.

While this vote is advisory and, therefore, not binding on us or the Board of Directors, the Compensation Committee carefully considers the results of the vote in the context of our executive compensation program, policies, and practices. The Board and the Compensation Committee value our stockholders' opinions and, to the extent there is any significant vote against the compensation of the named executive officers, we will consider their concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns, as it has done in the past.

Overview of Compensation Philosophy and Executive Compensation Program

We are committed to a philosophy of pay-for-performance as it relates to executive compensation. Our executive compensation program is designed to achieve three primary objectives:

1. Market Competitiveness . Provide market competitive compensation opportunities to attract and retain executive officers and motivate them to perform at their highest level.

2. Stockholder Value Creation . Structure compensation through base salary, cash bonus opportunities, and performance-based equity awards, which should ultimately promote increased value for stockholders.

3. Pay-for-Performance . Ensure actual compensation realized by our executive officers is linked to the attainment and furtherance of our short-term and long-term business strategies thereby enhancing operational performance and stockholder return.

The following table illustrates the principal components of our executive compensation program and how they support these objectives:

Component Description Compensation Objective(s) Supported Base Salary Provide competitive fixed compensation payable in cash based on individual experience and contributions, corporate performance, historical compensation practices for our executive officers, and analysis of compensation peer group 1 and 2 Annual Cash Bonus Offer variable compensation in the form of annual cash bonus opportunities based on performance against pre-established performance objectives 1 , 2 and 3 Equity Awards Consist of a combination of RSAs, RSUs and PRSUs 1 , 2 and 3 “Double-Trigger” Change in Control Severance Arrangements Provide change in control payments and benefits to our executive officers only upon termination of employment within 12 months of a change in control of our Company 1 and 2 Other Benefits Generally provide the same health and welfare benefits to all of our employees 1

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

2014 Executive Compensation Actions

For 2014 , the Compensation Committee continued to use our executive compensation program to focus on creating incentives for our executive officers to achieve our financial and operational objectives and foster sustainable stockholder value creation. The key compensation decisions of the Compensation Committee for 2014 for the named executive officers were as follows:





• Increased base salaries of our named executive officers (other than our new President and CEO) by between 3.0% and 13.3% from their 2013 levels;

• Due to excellent financial performance, awarded cash bonuses that were, on average, 117% of each named executive officer's target annual cash bonus opportunity; and

• Approved equity awards consisting of RSAs and PRSUs for our new President and CEO, and PRSUs for our other named executive officers, that met competitive market concerns, supported our retention objectives, and rewarded overall company performance.

2014 Corporate Governance Policies and Practices

During 2014 , we maintained robust corporate governance policies and practices including:





• The Compensation Committee is composed solely of independent directors;

• The Compensation Committee retains its own independent compensation consultant that performs no other consulting or other services for the Company;

• The Compensation Committee conducts an annual review of our executive compensation program, including a review of our compensation-related risk profile, to ensure that any compensation-related risks are not reasonably likely to have a material adverse effect on our Company;

• Our arrangements for paying post-employment compensation provide for “double-trigger” change in control payments and benefits;

• We do not provide material non-cash benefits or perquisites (such as guaranteed retirement or pension plan benefits) for our executive officers that are not available to our employees generally;

• The 2008 Equity Incentive Plan (the “Plan”) does not permit stock option exchanges or repricing without stockholder approval;

• Company employees are not permitted to hedge their economic exposure to our common stock and Company directors and Section 16(a) reporting executive officers may not pledge their ownership interests in our common stock to secure a loan; and

• We continued our emphasis on performance-based compensation by continuing the practice of award grants of PRSUs to our named executive officers that vest upon both the passage of time and the attainment of pre-established performance objectives.

Executive Compensation-Setting Process

The Compensation Committee works closely with its independent compensation consultant and senior management to address executive compensation matters throughout the year. The Compensation Committee met five times in 2014 . During these meetings, the Compensation Committee reviewed our executive compensation program and formulated its compensation actions for the year, and made decisions regarding the compensation for our CEO and the other named executive officers. The Compensation Committee may create a subcommittee consisting of one or more of its members and may delegate any of its duties and responsibilities to such subcommittee, unless otherwise prohibited by applicable laws or listing standards. In addition, the Compensation Committee may delegate any of its duties and responsibilities, including the administration of equity incentive or employee benefit plans, to the Compensation Committee Chairman, unless otherwise prohibited by applicable laws or listing standards.

The Compensation Committee does not seek to deliver a specified percentage of pay to our executive officers through each component of the compensation program; rather, it adheres to the overall principle of delivering the majority of executive compensation in variable, performance-based forms. For base salary, annual cash bonuses, and equity awards, generally our strategy has been to evaluate individual experience and contribution, corporate performance, historical compensation practices for our executive officers, and compensation peer group analyses. With respect to base salary and annual cash bonuses, we generally target pay to be competitive to the market. At times, the Compensation Committee has approved compensation levels for individual executive officers above and below target pay positions, based on experience, individual contribution, and the Company's performance relative to the compensation peer group, to ensure an appropriate pay-for-performance alignment.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

Role of the Compensation Committee

The Compensation Committee has overall responsibility for our executive compensation program and approves our executive compensation decisions. Its principal duties and responsibilities include:





• Establishing our compensation philosophy, policies, and practices for our executive officers, including the compensation objectives and target pay levels, and approving the compensation peer group used for assessing the competitiveness of our executive compensation;

• Establishing and approving corporate goals and objectives relevant to the compensation of our CEO and, in light of those goals and objectives, evaluating and determining his compensation level;

• Reviewing and overseeing the corporate goals and objectives relevant to the compensation of our other executive officers, including the other named executive officers, taking into account the practices of the compensation peer group and other appropriate factors, such as corporate and individual performance and historical compensation practices for such executive officers and the recommendations of our CEO;

• Establishing appropriate compensation, retention, incentive, severance, and benefit policies and programs for our executive officers;

• Reviewing and recommending, with input from the Board of Directors, equity compensation plans for our executive officers and employees; and

• Conducting periodic competitive evaluations of our executive compensation program.

Our Compensation Committee consists entirely of independent directors in accordance with the NASDAQ Marketplace Rules including Rule 5605(d)(2)(A), and operates pursuant to a charter that further outlines its specific authority, duties and responsibilities. The charter is periodically reviewed and revised by the Compensation Committee and the Board of Directors and is available under Corporate Governance in the Company – Investor Relations section of our website at www.blackbaud.com .

Role of our CEO

Our CEO evaluates and makes recommendations regarding the compensation of our executive officers, including the other named executive officers. At the end of each fiscal year, our CEO reviews with the Compensation Committee the performance of each executive officer and makes recommendations with respect to his or her base salary, target annual cash bonus opportunity, and equity awards for the ensuing year. In formulating his recommendations, our CEO considers both internal and external compensation data from our Human Resources Department and the Compensation Committee's compensation consultant. While the Compensation Committee considers the recommendations of our CEO, it considers these recommendations as just one factor in its deliberations when making executive compensation decisions. The Compensation Committee consults with the full Board of Directors (excluding our CEO) in making decisions regarding the CEO's compensation.

Role of Compensation Consultant

Pursuant to its written charter, the Compensation Committee has the authority to engage the services of outside advisers, experts and others to assist it in the performance of its duties and responsibilities. Currently, the Compensation Committee engages Compensia, Inc. ("Compensia"), an independent national compensation consulting firm, to provide advice and information relating to executive and director compensation. Compensia reports to the Compensation Committee and does not provide any services to management. From time to time, the Compensation Committee may direct its advisors to work with our Human Resources Department to support it in matters relating to the fulfillment of its charter.

During 2014 , at the request and on behalf of our Compensation Committee, Compensia:





• Assessed our executive compensation program and practices, particularly with respect to our pay-for-performance alignment;

• Advised on the size and structure of the cash components of our executive compensation program ( i.e. , base salary and target annual cash bonus opportunities, and performance measures and weighting of bonuses);

• Advised on the composition, structure, and competitiveness of the equity component of our executive compensation program;

• Advised on the composition of our compensation peer group;

• Advised on the design and amount of the compensation package for our CEO; and

• Advised on the compensation for the non-employee members of the Board of Directors.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

The Compensation Committee has evaluated Compensia's engagement, and based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules, and such other factors as were deemed relevant under the circumstances, has determined that its relationship with Compensia and the work of Compensia on behalf of the committee did not raise any conflict of interest, and that Compensia is independent as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

Competitive Positioning

In identifying the compensation peer group, the Compensation Committee considers other software companies with comparable annual revenue. Periodically, the Compensation Committee reviews the current compensation peer group, with the assistance of its compensation consultant, to determine whether it is still appropriate. It updates the compensation peer group for changes resulting from mergers, acquisitions, bankruptcies, going private transactions, and other changes in strategic focus or circumstances, removing from the group any companies that no longer fit the relevant criteria and adding ones that do.

The following peer group was established by the Compensation Committee in 2013 and used to carry out our executive compensation program for 2014 :

ACI Worldwide, Inc. JDA Software Group, Inc. (1) Advent Software, Inc. MedAssets, Inc. Athenahealth, Inc. MicroStrategy Incorporated Concur Technologies, Inc. (1) Quality Systems, Inc. Conversant, Inc. Rovi Corporation Dealertrack Technologies, Inc. Solera Holdings, Inc. Digital River, Inc. SS&C Technologies Holdings, Inc. Epiq Systems, Inc. Tyler Technologies, Inc. Informatica Corporation

(1) This company was removed from the peer group due to its acquisition by another entity.

In addition to the practices of the compensation peer group, the Compensation Committee reviews the executive pay practices of other similarly sized software companies with whom we compete for talent as reported in the Radford Global Technology Survey. This information is considered when making determinations for each component of compensation as well as total compensation.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

Analysis of 2014 Executive Compensation

Base Salary

Base salary is one of the few fixed components in our executive compensation program. The Compensation Committee reviews the base salaries of our executive officers each year and makes adjustments as it deems necessary and appropriate based on its consideration of individual experience and contributions, corporate performance, historical compensation practices for our executive officers and its assessment of the competitive market.

In 2014 , the Compensation Committee increased base salaries of our named executive officers, other than Mr. Gianoni, effective April 1, 2014 , as set forth in the table below. The Compensation Committee made these adjustments after taking into consideration the individual achievements of each named executive officer, in recognition of our success in delivering on our 2013 strategic priorities, the recommendations of our CEO (except with respect to his own base salary), and the factors described above.

Name 2014

Base Salary (1) 2013 Base Salary (2) Salary Adjustment Change

% Change

Mr. Gianoni $ 600,000

$ —

$ —

— % Mr. Boor (3) 425,000

375,000

50,000

13.3 % Mr. Moye 401,700

390,000

11,700

3.0 % Mr. Mooney 412,000

400,000

12,000

3.0 % Mr. Holman (4) A$ 380,600

A$ 369,500

A$ 11,100

3.0 %

(1) Effective April 1, 2014 for all named executive officers other than Mr. Gianoni, who joined us as our President and CEO and as a member of the Board of Directors effective January 13, 2014.

(2) Effective April 1, 2013 .

(3) Mr. Boor served as interim President and CEO in addition to his responsibilities as Executive Vice President and CFO from August 31, 2013 to January 13, 2014. Mr. Boor's base salary as reflected in this table is for his services in his capacity as Executive Vice President and CFO only.

(4) Mr. Holman is paid in Australian dollars (AUD). In other parts of this proxy statement, his compensation has been converted to USD using the average of daily exchange rates from AUD to USD for each respective year. The average of daily exchange rates for 2014 and 2013 were 1 AUD = 0.9024 USD and 1 AUD = 0.9678 USD, respectively. Conversion of Mr. Holman's salary to USD in the table above would not appropriately reflect his salary adjustment.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

Annual Cash Bonus

Annual cash bonuses represent one of the principal variable pay components of our executive compensation program, and are reported in the “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table and the 2014 NEO Compensation Summary on pages 35 and 8, respectively. During 2014 , we provided our executive officers with the opportunity to earn cash bonuses based on the following measures:





• The Company's performance as measured against one or more pre-established corporate objectives; and

• Where applicable, the financial performance of the executive officer's business unit.

Target Annual Cash Bonus Opportunities

For 2014 , the Compensation Committee set the target annual cash bonus opportunity for our CEO at 100% of his base salary, as stipulated in his employment agreement. In addition, the Compensation Committee set the target annual cash bonus opportunities for the other named executive officers at 50% of their base salaries, consistent with their bonus opportunities for 2013 , and based on a review of the competitive market for 2014 .

Each named executive officer's target annual cash bonus opportunity was weighted between corporate performance and business unit performance as follows: Name Portion of Target Annual Cash Bonus Opportunity Attributable to Corporate Performance Measures Portion of Target Annual Cash Bonus Opportunity Attributable to ECBU, GMBU or IBU Performance Measures Mr. Gianoni 100% —% Mr. Boor 100% —% Mr. Moye 60% 40% Mr. Mooney 60% 40% Mr. Holman 60% 40%

Corporate Performance Measures

For 2014 , 2013 , and 2012 , the Compensation Committee selected Adjusted Revenue (as defined below) and Adjusted EBIT (as defined below) as the corporate performance measures to be used for purposes of the corporate performance factor used to determine our executive officers annual cash bonuses.

For purposes of determining annual cash bonuses, “Adjusted Revenue” meant the Company's 2014 Non-GAAP revenue, which excludes the impact of acquisition-related deferred revenue write-downs, as presented in the Company's periodic reports filed with the SEC within the section "Management's discussion and analysis of financial condition and results of operations" of those reports.

“Adjusted EBIT” meant the Company's 2014 Non-GAAP income from operations, which also excludes the impact of acquisition-related deferred revenue write-downs, stock-based compensation charges, costs associated with amortization of intangibles arising from business combinations, impairment of capitalized software development costs, acquisition-related integration costs, acquisition-related expenses, CEO transition costs and restructuring costs. Non-GAAP income from operations is also presented in the Company's periodic reports filed with the SEC within the section "Management's discussion and analysis of financial condition and results of operations" of those reports. Adjusted EBIT is calculated before bonus expense.

The Compensation Committee set the target level for the Adjusted Revenue performance measure at $554.3 million weighted at 60% and the target level for the Adjusted EBIT performance measure at $119.7 million weighted at 40%. Finally, the Compensation Committee determined the threshold levels for each performance measure that would have to be achieved for any amount to be paid under that respective corporate performance measure, as set forth in the table below.

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The determination of each named executive officer’s potential payout under the corporate performance measures was based on the following matrix: Corporate Performance Measure Performance Below Threshold

Threshold

Target

Maximum

Adjusted Revenue as % of target <90.0%

90.0 % 100.0 % 115.0 % Adjusted EBIT as % of target <90.0%

90.0 % 100.0 % 115.0 % Payout Maximum individual potential bonus as % of target — % 62.5 % 100.0 % 200.0 %





For 2014 , our achievement against the corporate performance measures was 101.5% with respect to Adjusted Revenue and 104.3% with respect to Adjusted EBIT, for a corporate performance factor of 102.7%. The corporate performance factor increased payments by 6.67% for every 1% of achievement over the target performance level. Therefore, the Compensation Committee determined that, with respect to the corporate performance measures, the application of the corporate factor resulted in a payout of approximately 118% of the target payout.

NEO Performance Measures and Bonus Determinations





Mr. Gianoni

The Compensation Committee determined Mr. Gianoni’s 2014 bonus 100% based on the achievement of corporate performance measures as described above. Accordingly, Mr. Gianoni received $682,660 (approximately 117% of the total target annual cash bonus opportunity. Mr. Gianoni's target annual cash bonus opportunity was reduced as he joined us on January 13, 2014).







Mr. Boor

The Compensation Committee determined Mr. Boor’s 2014 bonus 100% based on the achievement of corporate performance measures as described above. Accordingly, Mr. Boor received $242,756 (approximately 118% of the total target annual cash bonus opportunity).





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Mr. Moye

The Compensation Committee determined Mr. Moye’s 2014 bonus 60% based on the achievement of corporate performance measures described above and 40% based on the achievement of overall ECBU performance. For the corporate performance component of his 2014 bonus, Mr. Moye received $140,807 (approximately 118% of the 60% of his target annual cash bonus opportunity attributable to corporate performance).

For the overall ECBU performance component of his 2014 bonus, Mr. Moye received $82,862 (approximately 104% of the 40% of his target cash bonus opportunity attributable to ECBU performance). The Compensation Committee evaluated overall ECBU performance against Adjusted Revenue and Adjusted EBIT as follows:

Performance ECBU Performance Metric 2014 Target (in millions) Below Threshold

Threshold

Target

Maximum

Adjusted Revenue $257.4 <90.0%

90.0 % 100.0 % 115.0 % Adjusted EBIT $134.8 <90.0%

90.0 % 100.0 % 115.0 % Payout Maximum potential bonus as % of target — % 62.5 % 100.0 % 200.0 %

The Adjusted Revenue and Adjusted EBIT threshold levels both had to be achieved for any ECBU performance bonus to be paid. The Adjusted Revenue and Adjusted EBIT metrics were each measured quarterly and annually. The Adjusted Revenue metric was weighted 60% while Adjusted EBIT was weighted 40%. For 2014, ECBU achieved an overall ECBU performance bonus factor of 103.9%.

Mr. Mooney

The Compensation Committee determined Mr. Mooney’s 2014 bonus 60% based on the achievement of corporate performance measures described above and 40% based on the achievement of overall GMBU performance. For the corporate performance component of his 2014 bonus, Mr. Mooney received $144,418 (approximately 118% of the 60% of his target annual cash bonus opportunity attributable to corporate performance).

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For the overall GMBU performance component of his 2014 bonus, Mr. Mooney received $84,144 (approximately 103% of the 40% of his target cash bonus opportunity attributable to GMBU performance). The Compensation Committee evaluated overall GMBU performance against Adjusted Revenue and Adjusted EBIT as follows:

Performance GMBU Performance Metric 2014 Target (in millions) Below Threshold

Threshold

Target

Maximum

Adjusted Revenue $260.2 <90.0%

90.0 % 100.0 % 115.0 % Adjusted EBIT $143.5 <90.0%

90.0 % 100.0 % 115.0 % Payout Maximum potential bonus as % of target — % 62.5 % 100.0 % 200.0 %

The Adjusted Revenue and Adjusted EBIT threshold levels both had to be achieved for any GMBU performance bonus to be paid. The Adjusted Revenue and Adjusted EBIT metrics were each measured quarterly and annually. The Adjusted Revenue metric was weighted 60% while Adjusted EBIT was weighted 40%. For 2014, GMBU achieved an overall GMBU performance bonus factor of 102.9%.





Mr. Holman

The Compensation Committee determined Mr. Holman’s 2014 bonus 60% based on the achievement of the corporate performance measures described above and 40% based on the achievement of overall IBU performance. For the corporate performance component of his 2014 bonus, Mr. Holman received $120,389 (approximately 118% of the 60% of his target annual cash bonus opportunity attributable to corporate performance).

For purposes of the overall IBU performance component of his 2014 bonus, Mr. Holman received $99,765 (approximately 146% of the 40% of his target annual cash bonus opportunity attributable to IBU performance). The Compensation Committee evaluated overall IBU performance against Adjusted Revenue and Adjusted EBIT metrics as follows: Performance IBU Performance Metric 2014 Target (in millions) Below Threshold

Threshold

Target

Maximum

Adjusted Revenue $43.7 <90.0%

90.0 % 100.0 % 115.0 % Adjusted EBIT $5.6 <90.0%

90.0 % 100.0 % 115.0 % Payout Maximum potential bonus as % of target — % 62.5 % 100.0 % 200.0 %

The Adjusted Revenue and Adjusted EBIT threshold levels both had to be achieved for any IBU performance bonus to be paid. The Adjusted Revenue and Adjusted EBIT metrics were each measured quarterly and annually. The Adjusted Revenue metric was weighted 60% while Adjusted EBIT was weighted 40%. For 2014, IBU achieved an overall IBU performance bonus factor of 146.3%. Mr. Holman is paid in Australian dollars. The amounts paid to Mr. Holman which are shown above have been converted to USD using the average of daily exchange rates from AUD to USD during 2014 and 2013, which were 1 AUD = 0.9024 USD and 1 AUD = 0.9678 USD, respectively.

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Table of Contents EXECUTIVE COMPENSATION AND OTHER MATTERS

Summary of Bonus Payments

The following illustrates the 2014 annual cash bonus opportunities for our named executive officers and their respective payout amounts.

Long-Term Incentive Compensation

Our Long-Term Incentive Plan ("LTIP") is designed to align our executive officers with the interest of our stockholders and serve as an important means for executive retention. Based on feedback from our stockholders and our assessment of the competitive marketplace, we have increased the emphasis on performance-based equity for our executive officers in recent years. Each of the named executive officers receives equity awards that are 50% performance-based and 50% time-based restricted shares.

In 2013, the Compensation Committee decided to align the equity awards for the other named executive officers with the equity awards of our CEO both in terms of the award mix (a 50-50 split of performance-based and time-based awards) and performance measures. The Committee also decided to shift the granting of the performance-based awards to the first fiscal quarter to better align with our calendar year financial results. This decision resulted in the named executive officers and interim CEO receiving only time-based equity awards in the fourth quarter of 2013. In the first quarter of 2014, the named executive officers received the second-half of their awards in the form of performance-based shares. In addition, our new CEO joined us in the first quarter of 2014 and received a similar performance-based equity award (in addition to a new hire time-based equity award).

We expect that beginning in 2015, the CEO and other named executive officers will receive their entire annual LTIP awards in the first fiscal quarter.

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The table below sets forth the number of shares of our common stock subject to RSAs and PRSUs granted to each named executive officer in 2014 , which are reflected in the Summary Compensation Table for 2014 below. Under his employment agreement, Mr. Gianoni received initial grants of RSAs and PRSUs each valued at $1.5 million. The Compensation Committee determined award levels for our other named executive officers after considering peer group practices with respect to the economic value of equity compensation ( i.e. , the fair value of awards on the date of grant), individual performance, criticality of role, expected future contributions of and the long-term retention objectives for each named executive officer, and our performance compared to our peer group.

Name Number of RSAs (1)(2)

Number of PRSUs (1)

Mr. Gianoni 41,152

41,153

Mr. Boor —

16,461

Mr. Moye —

13,718

Mr. Mooney —

13,718

Mr. Holman —

13,718



(1) All of the equity-based awards noted above were granted to the named executive officers on February 14, 2014.

(2) As discussed above, our annual grants of RSAs to our named executive officers for 2014 (other than the initial grants to our CEO) were not made until the first quarter of 2015 and, therefore they are not included in the Summary Compensation Table for 2014.

2014 PRSU Awards to Named Executive Officers

In 2014, the Compensation Committee granted PRSUs to our named executive officers. The shares of our common stock subject to the PRSUs could be earned and become eligible for vesting if the following performance criteria are met (together, the “2014 PRSU Performance Metrics”):

i. At any time during the three year period from January 1, 2014 to December 31, 2016, the Company achieves during a rolling four consecutive quarter period (a) an increase of 5.5% in its total revenue adjusted to exclude incremental acquisition-related revenue ("Adjusted Revenue") above the total revenue of the immediately preceding four consecutive quarter period ("Base Revenue") and (b) in no case shall the Base Revenue fall below the Company's 2013 revenue, as adjusted for the full year effect of the accounting presentation change for certain payments offerings to reflect certain revenue on a gross basis rather than on a net basis (“Initial Base Revenue”). An analysis of our historical financial statements for the four consecutive quarters and year ended December 31, 2013 presented on a basis comparable to 2014 can be found at www.blackbaud.com/investorrelations , which is intended to assist with the evaluation of our performance in light of the change in presentation.

AND

ii. EBIT (defined as non-GAAP operating margin as presented in the Company's periodic reports filed with the SEC within the section "Management's discussion and analysis of financial condition and results of operations" of those reports) does not fall below a four consecutive quarter average of 17.1% of Adjusted Revenue during the same four consecutive quarter period that meets the performance criteria set forth in criterion (i) above.

To the extent earned, the PRSUs would be eligible for vesting in three annual installments starting in February 2015. As of December 31, 2014, the 2014 PRSU Performance Metrics were met because in the four consecutive quarter period ended December 31, 2014, the Company achieved:

i. Adjusted Revenue of $554.0 million, which represented an increase of 7.1% compared to the Initial Base Revenue of the four consecutive quarters and year ended December 31, 2013; and

ii. Actual EBIT of 17.7% of Adjusted Revenue.

As a result, the shares of our common stock subject to the PRSUs will vest according to the time-based vesting schedule noted above subject to each named executive officer's continued employment.

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Post-Employment Compensation

We have entered into arrangements with our named executive officers which provide for payments and benefits upon a termination of employment in connection with a change in control of the Company. These arrangements provide for a "double-trigger," that is, they generally only provide payments and benefits if a named executive officer's employment is terminated within 12 months following a change in control of the Company either by us without cause or by the named executive officer for good reason. Based on our assessment of the competitive market, we believe these arrangements are appropriate as they serve as a means for executive retention.

For a detailed discussion of these arrangements and an estimate of the payments and benefits that our named executive officers would be eligible to receive in certain circumstances pursuant to their agreements, see “Employment Arrangements” beginning on page 39 of this Proxy Statement.

Other Benefits

Health and Welfare Benefits

Generally, the Compensation Committee seeks to provide our executive officers with health and welfare benefits on the same basis as all of our full-time employees. These benefits include health, dental, and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage.

We have established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Currently, we make matching contributions to each named executive officer's account under our Section 401(k) plan on the same terms and using the same formulas as other participating employees. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”) so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

Perquisites and Other Personal Benefits

Historically, we have not provided any material perquisites and other personal benefits to our executive officers. While we do not view perquisites or other personal benefits as a significant component of our executive compensation program, from time to time, the Compensation Committee may provide certain of the named executive officers with perquisites or other personal benefits in amounts deemed to be reasonable where it believes that these benefits may be useful in attracting, motivating, and retaining the executive talent for which we compete, to assist our executive officers in performing their duties and to provide certain time efficiencies in appropriate circumstances.

Other Compensation Policies

Equity Grant Policy

We do not have an established formal policy with respect to the timing of equity awards in coordination with the release of material nonpublic information. As a matter of practice and informal policy, however, the Compensation Committee generally grants equity awards during periods considered to be our “open trading windows” (that is, the periods beginning two business days following our earnings release and ending one month prior to the end of the fiscal quarter). In addition, any options to purchase shares of our common stock are required to be granted with an exercise price at least equal to the fair market value of our common stock on the date of grant.

Compensation Recovery

Mr. Gianoni's employment agreement includes a compensation recovery, or clawback, feature requiring that he return to the Company all incentive-based compensation he receives from us to the extent required by any Company clawback or recoupment policy, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and/or Section 304 of the Sarbanes-Oxley Act of 2002.





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Executive Officer Stock Ownership Guidelines

Under our Executive Officer Stock Ownership Guidelines, our CEO and the CEO’s officer-level direct reports are expected to own shares of our common stock, in the following amounts:





• For the CEO, the lesser of (i) equity in an amount equal to four times base salary or (ii) 70,000 shares; and

• For the CEO’s officer-level direct reports, the lesser of (i) equity in an amount equal to two times base salary, or (ii) 20,000 shares.

For purposes of these Guidelines, vested, unexercised options and/or SARs will also count at 100% of their intrinsic value. We expect our CEO and the CEO’s officer-level direct reports to meet these Guidelines within five years of receiving their first annual equity award after the later of their hire date or the adoption of these Guidelines.

