Blackbaud's stock has lost approximately 42% of its value over the past three years while the company's own hand-picked peer group delivered a median return of negative 12% — meaning Blackbaud's shareholders did roughly 30 percentage points worse than typical peers, well above the 20-percentage-point gap that triggers a concern under our policy when the stock has declined in absolute terms. The CEO received $6 million in total compensation in 2025, and while the company achieved solid operating metrics such as its Rule of 40 target, the purpose of performance-based pay is to align executive outcomes with shareholder outcomes — and shareholders have experienced severe losses while incentive payouts came in at or above target. The pay-for-performance alignment check fails because variable compensation was delivered at or above target levels during a period of significant shareholder value destruction relative to peers, making a vote AGAINST appropriate.

Non-audit fees (tax fees of $21,560) represent less than 1% of audit fees ($2,356,458), far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Ernst & Young is a Big 4 firm appropriate for a $1.8B market-cap company.