Following the adoption of the foregoing amendments, the Board of Blackbaud, Inc. appointed Michael P. Gianoni, President and Chief Executive Officer of the company, to the position of Vice Chairman of the Board to serve in accordance with the Amended and Restated Bylaws and as he may be otherwise directed by the Board. Mr. Gianoni will continue to serve as the President and Chief Executive Officer of the company. On December 7, 2023, the Board amended the tenure limits for its independent directors within the company's Corporate Governance Guidelines to better balance the benefits of its directors' experience and important insights into the Company and its operations while also assuring that fresh ideas and viewpoints are represented on the Board through appropriate Board refreshment.

Effective immediately, an independent director of the Company will not be nominated for election as a director if he or she has, or will have, served on the Board for 12 years or more as of the date scheduled for his or her next election. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee of the Board may recommend to the Board that, based on specific circumstances the director's tenure should be extended beyond the expiration of the term during which he or she reached his or her twelfth year of service. The Board may in such case waive or modify the retirement date if it determines that there is good cause to do so and that such action would be in the best interests of the Company and its stockholders.