Reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s overall compensation levels based on this evaluation;
Reviewing BlackRock’s executive compensation program and establishing the compensation framework of BlackRock’s executive officers;
Periodically reviewing and approving director compensation;
Reviewing, approving, recommending to the Board, or delegating to management, BlackRock’s benefits plans;
Providing oversight of BlackRock’s executive compensation program, and determining whether our program remains effective to attract, motivate and retain senior officers capable of making significant contributions to BlackRock’s long-term success;
Reviewing, assessing, and making reports and recommendations to the Board on BlackRock’s talent development and succession planning, with an emphasis on performance and succession at the highest management levels; and
Appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee.
The Board has determined that each member of the Compensation Committee is “independent” as defined in the NYSE listing standards and applicable SEC rules, qualifies as a“non-employee director” under applicable SEC rules and is an “outside director” within the meaning of the Internal Revenue Code. Additional information on the Compensation Committee’s processes and procedures for consideration of NEO compensation is addressed in the “Management Development &Compensation Committee Report” on page 5255 and “Compensation Discussion and Analysis” beginning on page 53.56. (1) | | Sir Deryck Maughan and Murry S. Gerber served as members of the Compensation Committee until March 13, 2018 and June 30, 2018, respectively.
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| | | | | | | | | | | Nominating & Governance Committee |
| | | | | | | | | | | Chair
| | Gordon M. Nixon
| | Members
| | Mathis Cabiallavetta
Fabrizio Freda
| | Murry S. Gerber
Cheryl D. Mills
| | Ivan G. Seidenberg
Susan L. Wagner
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| | | | | | | | | | | Chair | | Gordon M. Nixon | | Members(1) | | Bader M. Alsaad Mathis Cabiallavetta | | Fabrizio Freda Murry S. Gerber | | Cheryl D. Mills Ivan G. Seidenberg |
| | | | | | | | | | | Role and Responsibilities |
| | | | | •Recommending to the Board criteria for the selection of new directors to serve on the Board; •Identifying candidatesindividuals qualified to become members of the Board; •Recommending to the Board the director nominees for the next annual meeting of shareholders; •Recommending to the Board members for each Committee; •Leading the Board in its annual review of the Board’s performance; | • | | Evaluating and recommending to the Board corporate governance policies, practices, and guidelines applicable to the Company; | |
| | • Evaluating and recommending to the Board corporate governance policies, practices and guidelines applicable to the Company; •Overseeing BlackRock’s Related Persons Transaction Policy; •Reviewing the Company’s engagement with shareholders on governance matters and considering shareholder proposals and proposed responses;
and •Periodically reviewing corporate governance trends, best practices and regulations applicable to the corporate governance of the Company. | | | This year, the Board formalized the review of corporate and investment stewardship-related policies and programs and significant publications relating to environmental (including climate change), social and other sustainability matters at the Governance Committee. Additionally, in furtherance of BlackRock’s overarching purpose, the Governance Committee also took on responsibility for periodic reviews of the Company’s philanthropic programs and related strategy, as well as the Company’s public policy and advocacy activities, including lobbying priorities, political contributions and memberships in trade associations. The Board has determined that each member of the Governance Committee is “independent” as defined in the NYSE listing standards and applicable SEC rules. | | |
| (1) | Susan L. Wagner served as a member of the Governance Committee until May 23, 2019. 30BLACKROCK, INC. 2019
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BLACKROCK, INC. 2020 PROXY STATEMENT31
Corporate Governance | Board Committees | | | | | | | | | | | Chair | | Sir Deryck Maughan
| | Members(1)
| | Pamela Daley
William S. Demchak
| | Jessica P. Einhorn
Charles H. Robbins
| | Susan L. Wagner | | Members | | Bader M. Alsaad Pamela Daley | | William S. Demchak Jessica P. Einhorn | | Charles H. Robbins Mark Wilson |
Role and Responsibilities The Risk Committee assists the Board with its oversight of the Company’s levels of risk, risk assessment, risk management and related policies and processes in connection with the following types of risk and related areas: Enterprise Risks Market risks from volatility in financial markets; Contractually indemnified risks; Operational risks from failed or inadequate processes relating to investment management processes, new products and services, third party relationships, model risk and change; Risks related to regulatory trends and public policy developments; Technology and cybersecurity risks relating to information security, business continuity/resiliency and system capacity; and The impact of firm-wide risk assessments, including the quantification and analysis of requirements (liquidity, insurance, capital or other risk mitigation) associated with BlackRock’s key risks. Contractually indemnified risks;
Credit risk of default by indemnified securities lending counterparties;
Operational risks from failed or inadequate processes relating to investment management processes, new products and services, third party relationships, model risk, and change;
The impact of firm-wide risk assessments including the quantification and analysis of requirements (liquidity, insurance, capital or other risk mitigation) associated with our key risks;
Risks related to regulatory reform; and
Technology and cybersecurity risks relating to information security, business continuity/resiliency and system capacity.
Fiduciary Risks | • | | Investment risks being taken on behalf of clients in their portfolios or
accounts; | |
| • | | Risks of default by client counterparties; and | |
| • | | Pricing and valuation risk that BlackRock’s counterparties misprice assets in client portfolios or accounts. | |
Other | • | | Reputational riskrisk; and any | |
| • | | Any other areas of risk delegated to the Risk Committee by the Board. The Committee regularly reviews a detailed risk profile report prepared by the Chief Risk Officer which covers a wide range of topics and potential issues that could impact BlackRock.
The Risk Committee also reviewed and discussed with management the Risk Factors included in the 2018
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The Committee regularly reviews a detailed risk profile report prepared by the Chief Risk Officer which covers a wide range of topics and potential issues that could impact BlackRock. The Risk Committee also reviewed and discussed with management the Risk Factors included in the 2019 Form10-K and received reports from members of management responsible for identifying and monitoring these risks. (1) | Mathis Cabiallavetta and Gordon M. Nixon served as members of the Risk Committee until June 30, 2018.
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| | | | | | | | | | | Chair | | Laurence D. Fink | | Members | | Pamela Daley William S. Demchak | | Murry S. Gerber Gordon M. Nixon | | Ivan G. Seidenberg Susan L. Wagner |
| | | | | | | | | | | Chair
| | Laurence D. Fink
| | Members
| | Pamela Daley
William S. Demchak
| | Murry S. Gerber
Sir Deryck Maughan
| | Gordon M. Nixon
Ivan G. Seidenberg
|
Role and Responsibilities
The Executive Committee has all the powers of the Board, except as prohibited by applicable law, the PNC Stockholder Agreement and BlackRock’s Amended and Restated Bylaws (“Bylaws”), and except to the extent another Committee has been accorded authority over the matter. The Executive Committee may meet to exercise such powers between meetings of the Board.
BLACKROCK, INC. 2019Role and Responsibilities The Executive Committee has all the powers of the Board, except as prohibited by applicable law, the PNC Stockholder Agreement and BlackRock’s Amended and Restated Bylaws (“Bylaws”), and except to the extent another Committee has been accorded authority over the matter. The Executive Committee may meet to exercise such powers between meetings of the Board.
32BLACKROCK, INC. 2020 PROXY STATEMENT31
Corporate Governance | Board Committees Board and Committee Oversight of Strategy The Board of Directors actively engages with senior management by providing guidance on the formation and implementation of strategic initiatives. On an annual basis, our Global Head of Corporate Strategy previews the Board’s agenda with the Governance Committee, focusing on business reviews and the strategic topics for the coming year, with the Governance Committee and receives its feedback and input. Based on this agenda, members of senior management and business leads will brief directors on the strategic opportunities, priorities and implementation of strategy for their respective lines of business. These presentations serve as the basis for an active, ongoing dialogue between the Board and senior management about strategic risks and opportunities facing BlackRock and its lines of business. Board and Committee Oversight of Risk Management | | | | | | | | | | | | | | | | | | | | | | | | | | | Full Board The Board has ultimate responsibility for oversight of BlackRock’s risk management activities. The Risk, Audit, Compensation and Governance Committees assist the Board in fulfilling this important role. The Board’s standing Committees report to the full Board at least 6 times a year with updates on their areas of designated risk oversight responsibilities. These Committees work together and with the full Board to help ensure that the Committees and the Board have received all information necessary to permit them to fulfill their duties and responsibilities with respect to oversight of risk management activities. | | | | | | | | | | | | | | | 
| | | |
| | | |
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| | | | | | | | | | | | | | | Risk Committee Responsible for assessing and overseeing BlackRock’s levels of risk and risk management and related policies and processes in connection with fiduciary and enterprise risks, including an increased focus on cybersecurity risks, and other areas of risk determined by the Board. Reflecting the increased importance of information security, the Risk Committee included cybersecurity as a recurring topic at each meeting during 2018. | | | | Audit Committee OverseesResponsible for overseeing the integrity of BlackRock’s financial statements and other disclosures, the effectiveness of the internal control environment, the internal audit function and the external auditors and compliance with legal and regulatory requirements.
| | | | Compensation Committee Responsible for overseeing risks associated with BlackRock’s executive and employee compensation practices and the effective management of executive succession. | | | | Governance Committee OverseesResponsible for overseeing risks related to Board and Committee succession and other corporate governance policies and practices.
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32BLACKROCK, INC. 20192020 PROXY STATEMENT33
Corporate Governance | Board Committees | | | | | Our Board and Committee Oversight of Cybersecurity
Our Board is actively engaged in the oversight of BlackRock’s cybersecurity and information security programs. Our Risk Committee receives reports on the Company’s cybersecurity program and developments in information security at each meeting from our Chief Information Security Officer. Additionally, on an annual basis, senior members of BlackRock’s technology, risk and information security teams provide a comprehensive overview of BlackRock’s cyber risk and information security program to a joint session of the Risk and Audit Committees.
Our global information security team, in collaboration with our technology risk team and independent third parties, assesses both risks and changes in the cyber environment and adjusts our cybersecurity program as needed.
Cybersecurity Highlights:
|  Our Board is actively engaged in the oversight of BlackRock’s cybersecurity and information security programs. Our Risk Committee receives reports on the Company’s cybersecurity program and developments in information security at each meeting from our Chief Information Security Officer. Additionally, on an annual basis, senior members of BlackRock’s technology, risk and information security teams provide a comprehensive overview of BlackRock’s cyber risk and information security program to a joint session of the Risk and Audit Committees. Our global information security team, in collaboration with our technology risk team and independent third parties, assesses both risks and changes in the cyber environment and adjusts our cybersecurity program as needed. | | | | Cybersecurity Governance Highlights: •BlackRock employs an in-depth, multi-layermulti-layered strategy of control programs, including monitoring external and internal threats and events, managing access, facilitating use of appropriate authentication options, validating controls and programs by internal teams and independent third parties and testing various compromise scenarios that are overseen by a global information security team. |
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| | BlackRock invests in threat intelligence and participates in financial services industry and government forums to improve both internal and sector cybersecurity defense. |
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| | BlackRock routinely performs penetration tests. |
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| | BlackRock’s cyber risk program incorporates external expertise. |
Board and Committee Oversight of Sustainability BlackRock’s Board has overall responsibility for oversight of BlackRock’s Investment Stewardship and Corporate Sustainability activities. Additionally, the Governance Committee is directly responsible for overseeing: 
Investment Stewardship Social Impact Corporate Sustainability With respect to Investment Stewardship, the Governance Committee periodically reviews the group’s policies, programs and significant publications relating to environmental (including climate change), social and other sustainability matters in coordination with the other standing Committees of the Board. In addition, the duties of the Governance Committee include reviews of BlackRock’s philanthropic program (“Social Impact”) and its strategy, which is focused on efforts to support a more inclusive and sustainable economy. Finally, BlackRock is deeply committed to sustainability as an organization and we have implemented a wide range of sustainability initiatives over the last several years that help BlackRock deliver value to all stakeholders over the long-term. The oversight of the Governance Committee provides an additional layer of accountability to assist in BlackRock’s progress on these important initiatives for the benefit of all stakeholders. As appropriate, the Committee makes recommendations on these matters to be reviewed by the full Board. 34BLACKROCK, INC. 2020 PROXY STATEMENT
Corporate Governance | Sustainability at BlackRock Sustainability at BlackRock As an asset manager, we believe that a company’s ability to integrate sustainable business practices into its strategy and operations is integral to delivering long-term value. We also recognize the importance of leading by example, both through the transparency we provide to stakeholders on material and relevant sustainability issues and undertaking sustainable business practices. | | | | In our day-to-day operations | | In our business activities | 
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Operating a sustainable corporation We recognize the importance of ensuring the long-term sustainability of our firm to deliver the best outcomes for clients and shareholders. Human capital is central to BlackRocks long-term sustainability. We strive to offer best-in-class benefits and develop our people through strategic training and leadership programs. We seek to advance diversity and inclusion in all forms across the organization. We manage our environmental impact of our operations by pursuing a strategy that seeks to decouple company growth from our impact on the environment. Making Sustainable Investing Our Standard Over the past few years, more and more of our clients have focused on the impact of sustainability on their portfolios. Because sustainable investment options have the potential to offer clients better outcomes, we are making sustainability integral to the way BlackRock manages risk, constructs portfolios, designs products, and engages with companies. We are deepening the integration of environmental, social, and governance (ESG) factors into risk management and active investment processes across BlackRock. We are putting ESG analysis at the center of our technology platform by integrating measurement tools that deepen our understanding of material ESG risks into Aladdin. Making a Positive Social Impact In February 2020, BlackRock made a charitable contribution of 15.6 million shares of PennyMac Financial Services, Inc. with a market value of $589 million to fund the firms social impact efforts to advance a more inclusive and sustainable economy. BlackRocks Social Impact team identifies, funds and partners with high-potential organizations to test and build evidence for innovative solutions with potential long-term impact, strong leadership and measurable outcomes. The team also supports and empowers BlackRocks employees to give back to their communities. Responsible Stewards of Our Clients Assets Investment stewardship is an essential component of our fiduciary responsibility. BlackRocks Investment Stewardship team engages with companies to understand how they are managing and disclosing sustainability-related risks. The Investment Stewardship team uses its voice as an investor to encourage companies to adopt business practices consistent with delivering sustainable long-term financial returns. The team performs independent research and analysis, carefully arriving at proxy vote decisions that are consistent with its voting guidelines and that it believes are in the best long-term economic interest of our clients. The team is increasing transparency in its stewardship practices and intensifying engagement with companies on sustainability-related matters. The first phase of work has focused on tackling financial insecurity. In 2019, BlackRock committed $50 million to launch a new Emergency Savings Initiative to build, test and pilot custom short-term savings tools and strategies for people living on low incomes. We are committed to cultivating diversity in all forms as well as building a strong culture one in which inclusion and belonging are paramount. we believe that sustainability-integrated portfolios can provide better risk-adjusted returns to investor holding boards accountable where the team believes there are shortfalls. BLACKROCK, INC. 2020 PROXY STATEMENT 35
Corporate Governance | Sustainability at BlackRock Recent Milestones BlackRock is committed to providing transparency on meaningful sustainability-related information to stakeholders. We made significant progress in 2019 and we are working to further enhance our corporate sustainability strategy and disclosure in the years ahead. | | | | | 
| | • Centralized function for corporate sustainability disclosure and accelerated corporate sustainability strategy. • Evolved grass roots employee-driven Green Teams into an official BlackRock Employee Network. The Green Team Network’s mission is to provide a forum for colleagues to connect around their shared passion for improving BlackRock’s sustainability as a firm, to create and lead sustainability initiatives within our offices and to steward conservation efforts within the communities in which we operate. • Launched Emergency Savings Initiative, a $50 million philanthropic commitment to help people living on low-to moderate-incomes gain access to and increase usage of savings strategies and tools to help them establish an important safety net. • BlackRock actively participated in the Vatican’s second dialogue on “The Energy Transition & Care for Our Common Home,” where we signed two statements calling for improved climate risk disclosure and underscoring the need for an effective carbon pricing regime. | | • Launched The BlackRock Foundation and a philanthropic commitment of $589 million to promote an inclusive and sustainable economy. • JoinedClimate Action 100+, an investor-led initiative to encourage the world’s largest corporate greenhouse gas emitters to take necessary action on climate change. • Published firstSASB-aligned disclosure, which includes information regarding our workforce diversity, risk management and incorporation of ESG factors in our investment management processes. • Published disclosure around thecarbon footprint of our operations. • Announced acceleration of sustainable investing efforts, makingsustainability our new standard for investing. |
BlackRock’s Approach to Human Capital Management As a human capital-intensive business, our long-term sustainability depends on our people. And as BlackRock grows, the importance of our talent strategy has only intensified. For those reasons, we are committed to taking a differentiated approach to talent and culture. Culture, Inclusion and Diversity At BlackRock, we are committed to cultivating and advancing diversity in all forms as well as building a strong culture – one in which inclusion and belonging are paramount, where all BlackRock citizens strive to be open and inclusive leaders and teammates. Our culture is what unifies our employees across our diverse business model, ensures we are best positioned to serve our diverse clients globally and propels BlackRock’s continuous evolution. Our culture is rooted in our guiding principles, which you can read more about on our website atwww.blackrock.com. Talent Vision and Strategy Our people and culture are critical to BlackRock’s long-term success. As such, our talent vision and strategy focus on: Enabling high-performing teams that generate career opportunities for our people, create future leaders of the firm and thought leaders in the industry. Creating an environment of inclusion, belonging and diversity, where we work with purpose and everyone feels seen, heard and known. Promoting emotional ownership and entrepreneurship throughout BlackRock. 36BLACKROCK, INC. 2020 PROXY STATEMENT
Corporate Governance | BlackRock’s Approach to Human Capital Management Our talent vision and strategy must be implemented in the context of an evolving BlackRock business – we continue to be one of the world’s largest and most diversified asset managers in a rapidly evolving industry. In order to reflect the ongoing transformation in our industry, we are focused on: Reinforcing our culture and diversity as a source of competitive advantage. Delivering a consistent, fair and high-quality experience for our people. Designing an organizational model that supports a diversified asset management and growing technology business. Developing a scalable technology platform to effectively manage our human capital operations and processes. Talent Development We believe a critical driver of our firm’s future growth is our ability to grow leaders. We are committed to identifying and developing talent to help those employees accelerate their growth and achieve their career goals. | | | | | | | | | Employee Career Development We provide developmental opportunities for our employees through a robust set of formal and informal programs. | | | | | BlackRock Academiesfocus on enabling employees to build skills and thought leadership in specific facets of our business. | | • These educational experiences and resources include topics such as client relationships, technology, investments, compliance, leadership and management, and professional development. | | | | | Knowing BlackRock Coreis a set of resources and immersive experiences built around a series of Harvard Business School case studies about the Company. | | • Resources and experiences that are designed to help employees explore our history and engage in shaping our future. | | | | | Leadership programs,such as the Women’s Leadership Forum, Enterprise Leadership Acceleration at BlackRock, and Leadership Excellence and Development,make a differentiated investment in our high potential, strong performing employees as we strive to deepen, enhance and diversify our leadership bench. | | • These programs are intense, year-long experiences that include structured learning, assessments, external coaching, sponsorship andhands-on work, and provide a blend of full cohort, small group and individually tailored development. | | |
Employee Feedback We value continuous dialogue with our employees about their experiences. We have several employee feedback mechanisms including: Our annual Employee Opinion Survey, which has a more than 90% participation rate annually and provides us with actionable feedback for each team and for BlackRock as a whole; and Our annual People Manager assessment, which provides managers with upward feedback on how they are progressing against their expectations as managers. | 2019 Employee Opinion Survey highlights 89% are proud to work at BlackRock 88% believe we are living our mission of creating a better financial future for our clients |
Each year, we directly address employee feedback received through these mechanisms. We believe the high participation rates reflect conviction among employees that their responses will lead to action by management. Employee Networks We provide additional forums and opportunities for employees with diverse backgrounds, experiences and perspectives to connect with one another and shape our culture through our Employee Networks. These networks are sponsored by senior leaders and are designed by employees, for employees. BLACKROCK, INC. 2020 PROXY STATEMENT 37
Corporate Governance | BlackRock’s Approach to Human Capital Management In 2020, we launched the Green Team Network. Its mission is to provide a forum for colleagues to connect around their shared passion for improving BlackRock’s sustainability as a firm, to create and lead sustainability initiatives within our offices and to steward conservation efforts within the communities in which we operate. Climate change is not just important to driving investment outcomes; it is something about which BlackRock employees are personally passionate. 
Transparency and Accountability Transparency and accountability are critical to informing and improving our recruiting and development practices as we seek to continually create a more inclusive and diverse workforce. We track and monitor voluntarily disclosed diversity data to review hiring, promotion and attrition at the firm, regional and functional levels. We also review performance data and promotion and compensation information to ensure fair and objective decision-making. During the firm’s Quarterly Business Reviews of each business unit, senior management engages in focused conversations with each business about their plans and progress with respect to diversity and inclusion. We deliberately align employee incentives with the risk and performance frameworks of the firm. BlackRock’spay-for-performance philosophy connects individual, business and company results to employee compensation, providing employees with opportunities to share in the firm’s growth and success. Board Oversight of Human Capital Management Our Board plays a critical role in the oversight of talent and culture at BlackRock and devotes one full meeting annually to anin-depth review of BlackRock’s culture, talent development, retention and recruiting initiatives, inclusion and diversity strategy, leadership and succession planning and employee feedback. Employee feedback and metrics on talent and diversity initiatives are shared with and reviewed by the Board on a regular basis. Moreover, senior leaders are held accountable for progress on diversity through bonus pool allocations and individual compensation decisions. The Board and Compensation Committee routinely engage with senior leadership on talent and culture. The Compensation Committee oversees our GEC’s compensation and bonus pools, which are determined, in part, by how members of the GEC deliver against annual organizational strength objectives. For a discussion on how organizational strength objectives, such as attracting and inspiring talent and developing a more diverse and inclusive culture, are factored into performance assessments of BlackRock’s NEOs, see “2019 NEO Compensation and Performance Summaries” beginning on page 69. 38BLACKROCK, INC. 2020 PROXY STATEMENT
Corporate Governance | Corporate Governance Practices and Policies Corporate Governance Practices and Policies Director Independence
The Board determines annually the independence of directors in accordance with NYSE listing standards and applicable SEC rules. No director is considered independent unless the Board has determined that he or she has no material relationship with BlackRock. The Board has adopted categorical standards to help determine whether certain relationships between the members of the Board and BlackRock or its affiliates and subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with BlackRock) are material relationships for purposes of NYSE listing standards. The categorical standards provide that the following relationships are not material for such purposes:
Relationships arising in the ordinary course of business, such as asset management, acting as trustee, lending, deposit, banking or other financial service relationships or other relationships involving the provision of products or services, so long as the products and services are being provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers;
Relationships with companies of which a director is a shareholder or partnerships of which a director is a partner, provided the director is not a principal shareholder of the company or a principal partner of the partnership;
Contributions made or pledged to charitable organizations of which a director or an immediate family member of the director is an executive officer, director or trustee if (i) within the preceding three years, the aggregate amount of such contributions during any single fiscal year of the charitable organization did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for that fiscal year, and (ii) the charitable organization is not a family foundation created by the director or an immediate family member of the director; and
Relationships involving a director’s relative unless the relative is an immediate family member of the director.
As part of its determination, the Board also considered the relationships described under “Certain Relationships and Related Transactions.” Following its review, the Board has determined that Mses. Daley, Einhorn, Johnson, Mills and Wagner and Messrs. Alsaad, Cabiallavetta, Ford, Freda, Gerber, Nixon, Robbins, Seidenberg, Slim and Wilson are “independent” as defined in the NYSE listing standards and that none of the relationships between these directors and BlackRock are material under the NYSE listing standards. The Board had also previously determined that Sir Deryck Maughan, who was a director for all of 2018 and is not standing forre-election, was “independent.” Following the 2019 Annual Meeting of Shareholders, assuming all of the nominated directors are elected, BlackRock’s Board is expected to consist of 18 directors, 15 of whom, representing approximately 83% of the Board, will be “independent” as defined in the NYSE listing standards.
Management Succession Planning Our Board plays an integral oversight role in talent development and recognizes the importance of succession planning for the CEO and other key executives at BlackRock. The Board, in consultation with the Compensation Committee, dedicates at least one full meeting per year to talent development review to ensure BlackRock has the right people in place to execute our long-term strategic plans and appropriate succession for key individuals. The Board also works with the Compensation Committee to consider potential successors to the CEO in the event of an emergency or the CEO’s retirement. Our CEO recommends and evaluates potential successors for BlackRock’s top BLACKROCK, INC. 2019 PROXY STATEMENT 33
Corporate Governance | Corporate Governance Practices and PoliciesDURING THESE REVIEWS, THE BOARD DISCUSSES:
| • | | Our succession process and pipeline, including diversity, inclusion and Company culture goals for building future senior leaders; | |
| • | | Potential successors to the CEO in the event of an emergency or the CEO’s retirement; and | |
| • | | CEO recommendations and evaluations of potential successors for BlackRock’s top executives, along with a review of any development plans for these individuals. | |
Retaining Key Leaders. In the fourth quarter of 2017, we granted long-term incentive awards in the form of performance-based stock options to a select group of senior leaders who we believe will play critical roles in BlackRock’s future. We do not consider these awards to be part of our regular annual compensation. For more information about these awards, see“Performance-Based Stock Options” on page 62. BlackRock’s Approach to Human Capital Management65.
BlackRock’s purpose to help our clients build better financial futures is fulfilled by our people. This is what informs our differentiated approach to talent and culture.
Each year, we set corporate objectives specifically related to talent and culture. We achieve these objectives through our commitment to fostering a unifying culture and encouraging innovation, ensuring that we are developing, retaining and recruiting the best talent, and incorporating inclusion and diversity into all levels of our organization.
Our Board plays a critical role in the oversight of talent and culture at BlackRock and devotes one full meeting annually to an in-depth review of the Company’s culture, talent development, retention and recruiting initiatives, inclusion and diversity strategy, leadership and succession planning, and employee feedback.
BlackRock’s talent initiatives are executed by our Human Capital Committee, which is comprised of fifty senior leaders who help design, drive, and sponsor everything we do around talent and culture in partnership with Human Resources.
Culture
As BlackRock transformed from an organization of 8 founders to more than 14,900 employees, a focus on autonomy and inclusion has helped foster a culture of emotional ownership and innovation among BlackRock employees around the world. Our culture is what unifies our employees across our diverse business model, ensures we are best positioned to serve our diverse clients globally and propels BlackRock’s continuous evolution. Our culture is rooted in four guiding principles, which you can read about on the back cover of this Proxy Statement.
Talent Development
It is the capabilities of our employees and our leaders that enable us to deliver for our clients, and we are focused on career development and total rewards programs that meet our employees’ needs. As we continue to grow, and our clients’ challenges become more complex, this focus becomes even more important.
We provide developmental opportunities for our employees through a robust set of formal and informal programs.The BlackRock Academies, for example, focus on enabling employees to build skills and thought leadership in specific facets of our business including client relationships, technology, investments, leadership and management and professional development.Knowing BlackRock Core is a set of resources and immersive experiences built around a series of Harvard Business School case studies about the Company that is designed to help employees explore our history and engage in shaping our future. Ourleadership programs make a differentiated investment in our high potential, strong performing employees as we strive to deepen, enhance and diversify our leadership bench. These programs are intense, year-long experiences that include structured learning, assessments, external coaching, sponsorship, and hands-on work and provide a blend of full cohort, small group and individually tailored development.
We deliberately align employee incentives with the risk and performance frameworks of the firm. BlackRock’s Pay for Performance philosophy connects individual, business and company results to employee compensation, providing employees with opportunities to share in the firm’s growth and success. We offer employees a comprehensive Total Rewards package that meets the varying needs of our talent across the firm, including health and wellness, financial, educational and life management benefits. Also, we support employees in making an impact in their local communities and globally through environmental and social efforts that are meaningful to them.
Inclusion & Diversity
BlackRock is committed to cultivating and advancing diversity in all forms because we believe a wide range of perspectives is crucial to creating a richer culture for our employees and better results for our diversified global client base. We hold our businesses accountable for progress in inclusion and diversity. During our Quarterly Business Reviews, we have focused conversations with each business about its plans and progress and we report our progress against our inclusion and diversity initiatives regularly to our Board.
34BLACKROCK, INC. 2019 PROXY STATEMENT
Corporate Governance | Corporate Governance Practices and Policies
Employee Feedback
We value continuous dialogue with our employees about their experiences. We have several employee feedback mechanisms including our annual Employee Opinion Survey which has a more than 90% participation rate annually and provides us with actionable feedback for each team and for BlackRock as a whole, an annual People Manager Insights Survey which provides managers with upward feedback on how they are progressing against their expectations as managers and theBlackRock Jam, a 3-day online conversation with employees around the world. Our employees describe our culture in a way that aligns with our principles and we believe the high participation in the mechanisms reflects their belief that their responses will lead to action by management. We continue to build training programs and tools to help managers better understand metrics on talent and culture and create more diverse and inclusive teams. Our businesses use these metrics to make the day-to-day decisions that drive our talent and culture initiatives across the organization.
Accountability
Employee feedback and metrics on talent and diversity initiatives are shared with and reviewed by the Board on a regular basis. Moreover, senior leaders are held accountable for progress on diversity through bonus pool allocations and individual compensation decisions.
The Board and Compensation Committee routinely engage with senior leadership on talent and culture. Talent and culture is included in the Organizational Strength component of our NEO (and broader senior leadership) compensation. For more information on organizational strength, see “2018 NEO Compensation and Performance Summaries” beginning on page 66. Talent and culture are integral to BlackRock’s success and its mission to generate long-term shareholder value. As such, BlackRock is committed to a diverse and inclusive workforce, and our Board works with management to provide oversight on culture, succession planning, employee development, recruiting and diversity and inclusion.
BlackRock Public Policy Engagement and Political Participation Policies As part of our responsibilities to our shareholders and clients, BlackRock advocates for public policies that we believe are in our shareholders’ and clients’ long-term best interests. We support the creation of regulatory regimes that increase financial market transparency, protect investors and facilitate responsible growth of capital markets, while preserving consumer choice and properly balancing benefits versus implementation costs. BlackRock comments on public policy topics through, among other things, our published ViewPoints, which examine public policy issues and assess their implications for investors, and through comment letters and consultation responses that we submit to policy makers. We believe in the value of open dialogue and transparency on these important issues; our position papers and letters are available on the “Insights – Public Policy” section of our website. Governance of Public Policy Engagement BlackRock believes that responsible corporate citizenship requires active engagement in legislative and regulatory processes. Our engagement with policy makers and advocacy on public policy issues is coordinated by our Global Public Policy Group. Members of the Global Public Policy Group work closely with BlackRock’s business and legal teams to identify legislative and regulatory priorities, both regionally and globally, that will protect investors, increase shareholder value and facilitate responsible economic growth. The head of the Global Public Policy Group is a member of BlackRock’s Global Executive and Operating Committees and regularly briefs these committees on our public policy priorities and related advocacy efforts. BlackRock’s Chief Legal Officer and the head of the Global Public Policy Group regularly brief both the Board’s Risk and Governance Committees to keep directors apprised of, and engaged in, BlackRock’s legislative and regulatory priorities and advocacy initiatives. The Global Public Policy Group and executive leadership regularly meet with and exchange views on legislation and regulatory priorities with public officials and policy makers, regionally and globally, and provide such individuals with educational materials to help inform their decisions. Trade Associations As part of BlackRock’s engagement in the public policy process, BlackRock participates in a number of trade organizations and industry groups. The principal trade associations that we belongadvocate for and shape public policy positions that are important to are the Investment Company Institute, the Asset Management Group of the Securities Industry and Financial Markets Association, the European Fund and Asset Management Associationasset management industry and the Investment Association.global business community. Trade associations also provide educational, training and professional networking opportunities for their members. BlackRock makes paymentsparticipates in these associations for such opportunities and to help build consensus on issues that we believe will serve investors, increase shareholder value and facilitate responsible economic growth. Our membership and participation in these organizations including membership fees and/or dues. However, BlackRock doesis not controlan endorsement of all the activities and positions of these entities and may not always be aware of the entities’ activities. We recognize that these organizations and groups represent numerous other companies andorganizations. Accordingly, there may be instances where their positions on certain issues diverge from those of BlackRock. BLACKROCK, INC. 2020 PROXY STATEMENT 39
Corporate Governance | Corporate Governance Practices and Policies As an asset manager, BlackRock focuses on issues that impact the asset management industry and the clients for whom we act as agent in managing assets. In general, BlackRock’s efforts are focused at the national or regional level, rather than at a state-specific level. BLACKROCK, INC. 2019 PROXY STATEMENT 35
Corporate Governance | Corporate Governance Practices and Policies
Political Participation Our ability to engage policy makers and participate in the public policy arena is subject to extensive laws and regulations at the international, federal, state and local levels. Under United States federal law, BlackRock may not contribute corporate funds or makein-kind contributions to candidates for federal office or to national party committees. In addition to federal limits on corporate political action, our political contributions at the state and local level in the United States are governed by Municipal Securities Rulemaking Board RuleG-37, SEC Rule206(4)-5 of the Investment Advisers Act of 1940 and CFTC Rule 23.451, as well as applicable state and local law. Accordingly, BlackRock does not contribute corporate funds to candidates, political party committees, political action committees or any political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code. Although permitted under federal law, BlackRock has voluntarily elected not to spend corporate funds directly on independent expenditures, including electioneering communications, and does not currently engage in “grassroots lobbying” or support or oppose ballot initiatives. Information about BlackRock’s lobbying activities, including contributions required to be disclosed under the Lobbying Disclosure Act, is publicly available athttps: http://www.senate.gov/legislative/lobbying. BlackRock maintains a federal political action committee (“PAC”)PAC that is funded in accordance with applicable federal law on a voluntary basis by U.S.-based employees of the Company. The PAC makes contributions at the federal level on abi-partisan basis consistent with the Company’s contribution policies and public policy goals and without regard to the private political preferences of management. As required by law, all political contributions by the PAC are reported to the Federal Election Commission and are publicly disclosed atwww.fec.gov. www.fec.gov. BlackRock maintains compliance processes designed to ensure that its activities are conducted in accordance with this policyour Public Policy Engagement and Political Participation Policies and all relevant laws governing political contributions in the United States. All employees are required to annually review and acknowledge their compliance responsibilities regarding political contributions and must submit all of their proposed personal political contributions to our Legal and Compliance Department to determine if such contributions are consistent with applicable legal restrictions. Shareholder Engagement and Outreach Our Shareholder Engagement Process We conduct shareholder outreach throughout the year to engage with shareholders on issues that are important to them. We report back to our Board on this engagement as well as specific issues that need to be addressed. 
ENGAGEMENT Executive management, Investor Relations and the Corporate Secretary engage on a regular basis with shareholders to solicit feedback on a variety of corporate governance matters, including but not limited to executive compensation, corporate governance policies and corporate sustainability practices. Our directors have also engaged directly with shareholders during the last two years. COMMUNICATION BlackRock also routinely interacts and communicates with shareholders through a number of other forums, including quarterly earnings presentations, SEC filings, the Annual Report and Proxy Statement, the annual shareholder meeting, investor meetings and conferences and web communications. FEEDBACK We share our shareholder feedback and trends and developments about corporate governance matters with our Board and its Committees as we seek to enhance our governance and sustainability practices and improve our disclosures. Additionally, 4 of our independent directors attended our 2018 Investor Day presentation.+ + Also see “Compensation Discussion and Analysis”beginning on page 5356 for a discussion of our compensation related shareholder engagement initiatives and our historicalsay-on-pay vote results. 40BLACKROCK, INC. 2020 PROXY STATEMENT
Corporate Governance | Communications with the Board Communications with the Board Shareholders and other interested parties may contact any member (or all members) of the Board, any Committee or any Chair of any such Committee by mail or electronically. Correspondence may be sent by: | | | | | | | | |  
| | Mail: BlackRock, Inc. Attn: Board of Directors c/o Corporate Secretary 40 East 52nd Street New York, New York 10022 | | | |  
| | Online: Go to the BlackRock website atwww.blackrock.com. Under the headings“Our Company and Sites / About BlackRock / Investor Relations / Corporate Governance / Governance Overview / Contact Our Board of Directors”Directors,” you will find a link that may be used for writing an electronic message to the Board, the Lead Independent Director, any individual director or any group or committee of directors. | | | | | | | | | | | | | | |
36BLACKROCK, INC. 2019 PROXY STATEMENT
Corporate Governance | Communications with the Board
BlackRock’s Corporate Communications, Investor Relations and Legal and Compliance Departments will review all communications received to determine whether the contents represent a message or matter for our directors’ review. Requests for a meeting with any member of the Board will also be reviewed accordingly and, if appropriate, arranged by Investor Relations and the Corporate Secretary. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established for reporting certain matters to the Audit Committee. Shareholders are encouraged to visit the “Our Firm / Investor Relations / Corporate Governance / Governance Overview” page of the BlackRock website atwww.blackrock.comhttp://ir.blackrock.com to see the Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive and Senior Financial Officers and additional information about BlackRock’s Board and its Committees and corporate governance policies. The charters for each of the Audit Committee, the Compensation Committee, the Governance Committee, the Risk Committee and the Executive Committee can be found at the same website address. In addition, BlackRock intends to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Ethics for Chief Executive and Senior Financial Officers by posting such information on its corporate website. BlackRock will provide a copy of these documents without charge to each shareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, BlackRock, Inc., 40 East 52nd Street, New York, New York 10022. 20182019 Director Compensation
Directors receive compensation, including retainers and reimbursements of expenses, for their service and dedication to our Company. We recognize the substantial time and effort required to serve as a director of a large global investment firm. The goal of our director compensation program is to help attract, motivate and retain directors capable of making significant contributions to the long-term success of our Company. In order to align the interest of our directors with the interests of our shareholders, our independent directors are required to own a minimum target number of shares, having a value equivalent to $375,000 (over four times the annual board retainer) within five years of being elected to the Board.as described below. The Compensation Committee is responsible for reviewing director compensation periodically and making recommendations to the Board. The Compensation Committee also reviews the director compensation practices of peer corporations. For more information on these peer groups, please refer to“Role of the Compensation Consultant” on page 64.67. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests | | | | | FOCUS ON EQUITY COMPENSATION | | | | STOCK/EQUITY OWNERSHIP REQUIREMENT | The largest portion of independent director compensation is the annual equity grant, payable in deferred stock units. | | | | All independent directors are required to own shares valued at a minimum of $375,000 (over four times the annual board retainer) within five years of being elected to the Board. All directors have met or are on track to meet this requirement. |
BLACKROCK, INC. 2020 PROXY STATEMENT 41
Corporate Governance | 2019 Director Compensation – Changes for 2018 The
In 2018, the Compensation Committee engaged its independent compensation consulting firm, Semler Brossy, to conduct a competitive market study of itsour director compensation program for 2018.program. Based on the study’s findings, and in light of increasing demands and engagement from our Board, the Compensation Committee determined that it was appropriate to simplify and modify itsour director compensation program effective as of the 2018 Annual Meeting of Shareholders. The compensation program changes included: IncreasingCompensation Committee determined that the Annual Retainer to $85,000, while no longer requiring a portion be receivedmodifications made in common stock;
Increasing the Annual Equity Grant of deferred stock units to $240,000 (beginning with the 2019 Annual Equity Grant);
Increasing the annual fee for service as Lead Independent Director to $100,000;
Eliminating fees paid for attendance at Board and Committee meetings; and
Adjusting the payments awarded for Committee service. The Committee Annual Retainers for 2018 were approved as follows:
$40,000 for the Chair and $25,000 for the members of the Audit Committee; and
$30,000 for the Chairs and $15,000 for the members of Compensation, Governance and Risk Committees.
BLACKROCK, INC. 2019 PROXY STATEMENT 37
Corporate Governance | 2018 Director Compensation
The modifications to total director compensation preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our directors with the performance of the firm in addition to promoting long-term shareholder interests.interests, and that no changes to our director compensation program were necessary for 2019.
20182019 Elements of Director Compensation
For services provided in 2018 prior to the date of the 2018 Annual Meeting of Shareholders,2019, each independent director received an Annual Retainer paid quarterly in arrears at an annualized rate of $75,000, as well as Committee Annual Retainers paid quarterly in arrears at the following annualized rates: $30,000 for Chair, and $15,000 for members, of the Audit Committee; $20,000 for Chair, and $10,000 for members, of the Compensation Committee; and $15,000 for Chairs, and $5,000 for members, of the Governance and Risk Committees. Our Lead Independent Director received an additional Annual Retainer paid quarterly in arrears at an annualized rate of $40,000. Each independent director also received Board and Committee Meeting Fees of $1,500 and $1,000 respectively, paid quarterly in arrears. At least one-third ($25,000 at the annualized rate) of the Annual Retainer for services provided through the 2018 Annual Meeting of Shareholders was required to be paid in the form of BlackRock common stock. In addition, each independent director had the right to elect to receive BlackRock common stock valued at an equivalent fair market value in lieu of all or a portion of his or her Annual Retainer and Committee Annual Retainers in excess of such amount. For services provided in 2018 on and after the date of the 2018 Annual Meeting of Shareholder, each independent director received an Annual Retainerannual retainer paid quarterly in arrears at an annualized rate of $85,000, as well as Committee Annual Retainersannual retainers paid quarterly in arrears at the following annualized rates: $40,000 for Chair, and $25,000 for members of, the Audit Committee; and $30,000 for Chairs, and $15,000 for members of, the Compensation, Governance and Risk Committees. Our Lead Independent directorDirector received an additional Annual Retainerannual retainer paid quarterly in arrears at an annualized rate of $100,000. In addition, each independent Directordirector had the right to elect to receive BlackRock common stock valued at an equivalent fair market value in lieu of all or a portion of his or her Annual Retainerannual retainer and Committee Annual Retainers.annual retainers.
In addition, each independent director received an annual equity grant, awarded in deferred stock units valued at $175,000 were$240,000 and granted on the last business day of the first quarter of 2018. Beginning with the 2019 Annual Equity Grant, the deferred stock units will be valued at $240,000.2019. These deferred stock units are fully vested on the date of grant and are generally settled in shares of BlackRock common stock on the earlier of the third anniversary of the date of grant and the date the director ceases to be a member of the Board. Directors also have a right to elect, no later than December of the prior calendar year, to receive their annual retainers or annual equity grant in the form of deferred stock units that are fully vested on the date of grant, and areto elect for such deferred stock units, as well as deferred stock units granted as part of the annual equity grant, to be settled in shares of BlackRock common stock in a lump sum on the date the director ceases to be a member of the Board or in five equal installments beginning on the date the director ceases to be a member of the Board and continuing on each of the next four anniversaries of such date. Dividend equivalents accrue with respect to deferred stock units and are paid in the form of cash on the settlement date. The following table shows the elements of director compensation provided by BlackRock for services on and after the date of the 2018 Annual Meeting of Shareholders.in 2019. | | | | | | Director Compensation Element1 | | Payment or Value of Equity | | | | | Director Compensation Element | | | Payment or Value of Equity | | | | | Board Service(2)(1) | | | | | | Board Service Annual Payments Cash/Equity 
| | | | | | Board Service Annual Payments Cash/Equity 
| Annual Retainer(3)(2) | | | $ 85,000 | | | | | | $ 85,000 | | | | Annual Equity Grant(4)(3) | | | td40,000 | | | | deferred stock units | | | | td40,000 | | | | deferred stock units | | | | | | | | Lead Independent Director | | | td00,000 | | | | | | td00,000 | | | | | | | | | | Committee Service(2) | | | | | | | | | Committee Annual Retainers | | | Chair | | | | Member | | | | Chair | | | | Member | | Audit Committee | | | $ 40,000 | | | | $ 25,000 | | | | $ 40,000 | | | | $ 25,000 | | Compensation Committee | | | $ 30,000 | | | | $ 15,000 | | | | $ 30,000 | | | | $ 15,000 | | Governance Committee | | | $ 30,000 | | | | $ 15,000 | | | | $ 30,000 | | | | $ 15,000 | | Risk Committee | | | $ 30,000 | | | | $ 15,000 | | | | $ 30,000 | | | | $ 15,000 | | | | | | | | | | | |
| (1) | Director Compensation elements reflect the changes to the compensation program effective as of the 2018 Annual Meeting of Shareholders, provided that the requirement to receive one-third ($25,000 at the annual rate) of the annual retainer in stock continued through the 2018 Annual Meeting of Shareholders.
|
(2) | Directors have the right to elect to receive their annual retainers in the form of BlackRock common stock. Directors also have a right to elect, no later than December of the prior calendar year, to receive their annual retainers or annual equity grant in the form of deferred stock units that are fully vested on the date of grant, and areto elect for such deferred stock units, as well as deferred stock units granted as part of the annual equity grant, to be settled in shares of BlackRock common stock in a lump sum on the date the director ceases to be a member of the Board or in five equal installments beginning on the date the director ceases to be a member of the Board and continuing on each of the next four anniversaries of such date. |
(3)(2) | Retainers are paid in January, April, July and October, based on service during the prior quarter. New Board members rotating through the standing Committees receive one general Committee retainer. From time to time, the Company also makes available, as an accommodation to all of its directors upon request, basic office space at its existing locations and administrative support, as needed. |
38BLACKROCK, INC. 2019 PROXY STATEMENT
Corporate Governance | 2018 Director Compensation
(4)(3) | Annual award granted on the last business day of the first quarter of each year to all directors serving on that date and delivered on the earlier of (i) the third anniversary of the date of grant and (ii) the date sucha director ceases to be a member of the Board. The 20182019 award was valued at $175,000, as it$240,000 and was granted prior to the changes effective as of the 2018 Annual Meeting of Shareholders. Beginning with the award granted on the last business day of the first quarter in 2019, the annual equity grant will be valued at $240,000.2019. |
422018BLACKROCK, INC. 2020 PROXY STATEMENT
Corporate Governance | 2019 Director Compensation 2019 Total Director Compensation Directors in 20182019 who were also employees of BlackRock or designees of PNCPNC’s designee are not listed in the table below table because they did not receive compensation for serving as directors or Committee members. In 2018,2019, directors who were not employees of BlackRock or PNC each received the amounts set forth in the below table and were also reimbursed for reasonable travel and related expenses. Each director who received compensation had the right to elect to receive BlackRock common stock valued at an equivalent fair market value in lieu of all or a portion of his or her annual retainer.retainers. In addition, each director who received compensation had the right to elect to receive their annual retainer or annual equity grantretainers in the form of deferred stock units, that settleand to elect for such deferred stock units, as well as deferred stock units granted as part of the annual equity grant, to be settled in shares of BlackRock common stock in a lump sum on the date the director ceases to be a member of the Board or in five equal installments beginning on the date the director ceases to be a member of the Board and continuing on each of the next four anniversaries of such date. 20182019 Total Director Compensation Table
| | | | Name | | Fees Earned or
Paid in Cash
($)(1) | | | Stock Awards
($)(2)(3) | | | Total ($) | | | Fees Earned or
Paid in Cash
($)(1) | | | Stock Awards
($)(2) | | | Total ($) | | | Abdlatif Y. Al-Hamad(4) | | | 29,325 | | | | 187,422 | | | | 216,747 | | | Bader M. Alsaad(3) | | | | 70,607 | | | | 0 | | | | 70,607 | | | | | | | | | | | | | | | | | Mathis Cabiallavetta | | | 120,174 | | | | 187,422 | | | | 307,596 | | | | 124,223 | | | | 239,755 | | | | 363,978 | | | | | | | | | | | | | | | | | Pamela Daley | | | 129,556 | | | | 187,422 | | | | 316,978 | | | | 138,791 | | | | 239,755 | | | | 378,546 | | | | | | | | | | | | | | | | | Jessica P. Einhorn | | | 105,021 | | | | 187,422 | | | | 292,443 | | | | 115,361 | | | | 239,755 | | | | 355,116 | | | | | | | | | | | | | | | | | William E. Ford(5) | | | 90,092 | | | | 187,422 | | | | 277,514 | | | | 124,534 | | | | 239,755 | | | | 364,289 | | | | | | | | | | | | | | | | | Fabrizio Freda | | | 86,676 | | | | 187,422 | | | | 274,098 | | | | 99,249 | | | | 239,755 | | | | 339,004 | | | | | | | | | | | | | | | | | Murry S. Gerber | | | 195,133 | | | | 187,422 | | | | 382,555 | | | | 225,000 | | | | 239,755 | | | | 464,755 | | | | | | | | | | | | | | | | | James Grosfeld(4) | | | 33,859 | | | | 187,422 | | | | 221,281 | | | Margaret L. Johnson | | | | 124,223 | | | | 239,755 | | | | 363,978 | | | | | | | | | | | | | | | | | Margaret Johnson(5) | | | 93,863 | | | | 187,422 | | | | 281,285 | | | | | | | | | | | | | Deryck Maughan | | | 130,916 | | | | 187,422 | | | | 318,338 | | | Sir Deryck Maughan(4) | | | | 70,223 | | | | 239,755 | | | | 309,978 | | | | | | | | | | | | | | | | | Cheryl D. Mills | | | 105,624 | | | | 187,422 | | | | 293,046 | | | | 114,436 | | | | 239,755 | | | | 354,191 | | | | | | | | | | | | | | | | | Gordon M. Nixon | | | 125,034 | | | | 187,422 | | | | 312,456 | | | | 129,121 | | | | 239,755 | | | | 368,876 | | | | | | | | | | | | | | | | | Charles H. Robbins | | | 87,175 | | | | 187,422 | | | | 274,597 | | | | 99,249 | | | | 239,755 | | | | 339,004 | | | | | | | | | | | | | | | | | Ivan G. Seidenberg | | | 133,274 | | | | 187,422 | | | | 320,696 | | | | 129,121 | | | | 239,755 | | | | 368,876 | | | | | | | | | | | | | | | | | Marco Antonio Slim Domit | | | 118,278 | | | | 187,422 | | | | 305,700 | | | | 123,936 | | | | 239,755 | | | | 363,691 | | | | | | | | | | | | | | | | | Susan L. Wagner | | | 94,483 | | | | 187,422 | | | | 281,905 | | | | 136,893 | | | | 239,755 | | | | 376,648 | | | | | | | | | | | | | | | | | Mark Wilson(5) | | | 81,287 | | | | 187,422 | | | | 268,709 | | | Mark Wilson | | | | 98,833 | | | | 239,755 | | | | 338,588 | | | | | | | | | | | | | | | |
| (1) | Includes fees paid in cash and shares of common stock granted on March 31, June 30, September 30 and December 31, 2018,2019, respectively, based on closing market prices on such dates of $541.72, $499.04, $471.33$427.37, $469.30, $445.64 and $392.82,$502.70, respectively, awarded at the election of the director in lieu of all or a portion of his or her board annual retainer.retainers. Each of the following directors elected to receive common stock in lieu of the following amounts: Mr. Al-HamadAlsaad – $29,325;$23,104; Mr. Cabiallavetta – $31,967;$40,885; Ms. Daley – $129,556;$138,791; Ms. Einhorn – $19,353;$0; Mr. Ford – $90,092;$124,534; Mr. Freda – $86,676;$99,249; Mr. GrosfeldGerber – $33,859;$0; Ms. Johnson – $20,975; Mr. Maughan$40,885; Sir Deryck – $130,916;$0; Ms. Mills – $114,436; Mr. Nixon – $125,034;$129,121; Mr. Robbins – $87,175;$99,249; Mr. Seidenberg – $133,274;$129,121; Mr. Slim – $118,278;$82,273; Ms. Wagner – $19,353;$45,222; and Mr. Wilson – $16,733.$32,163. |
| (2) | Includes the annual grants to eachnon-employee director of 323561 deferred stock units of BlackRock with a grant date fair value of $175,000$240,000 pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 1418 to the consolidated financial statements in our 20182019 Form10-K. As of December 31, 2018,2019, eachnon-employee director held the following outstanding deferred stock units: 1,4431,876 deferred stock units for Ms. Daley; 1,865 deferred stock units for Mr. Seidenberg; 1,4311,637 deferred stock units for Ms. Daley; 1,359Mr. Nixon; 1,536 deferred stock units for Mr. Slim; 1,3331,365 deferred stock units for Mr. Nixon; 1,244 deferred stock units for Mr. Gerber;1,219 1,340 deferred stock units for each of Messrs. Cabiallavetta, Freda Maughan, Ms.and Mses. Einhorn, Ms. Mills and Ms. Wagner; 4661,316 deferred stock units for Mr. Ford; 344957 deferred stock units for Mr. Wilson; and 323953 deferred stock units for Ms. Johnson and 884 deferred stock units for Mr. Robbins. Messrs. Al-Hamad and GrosfeldMr. Alsaad did not have any deferred stock units outstanding as theirhe joined the Board on May 23, 2019. Sir Deryck did not have any deferred stock units outstanding as his units were settled upon retirement from the Board.Board on May 23, 2019. |
BLACKROCK, INC. 2019 PROXY STATEMENT 39
Corporate Governance | 2018 Director Compensation
| (3) | Prior toMr. Alsaad joined the 2018 Annual Meeting of Shareholders, all directors were required to receive $25,000 of their annual retainer in the form of common stock. This includes the fees granted in shares of common stock on March 31 and June 30, 2018 based on closing market prices on such dates of $541.72 and $499.04, respectively, awarded in respect of the requirement. The entire expense for these awards was recorded on the date of grant. For retainers paid on and after the date of the 2018 Annual Meeting of Shareholders. there is no requirement for a portion to be delivered in common stock.Board effective May 23, 2019.
|
| (4) | Messrs. Al-Hamad and GrosfeldSir Deryck retired from the Board effective May 23, 2018.2019.
|
(5) | Messrs. Ford and Wilson and Ms. Johnson joined the Board effective March 15, 2018.
|
40BLACKROCK, INC. 20192020 PROXY STATEMENT43
Corporate Governance | Other Executive Officers Other Executive Officers In addition to Messrs. Fink and Kapito, whose biographical information is included on pages 1516 and 18,19, respectively, the following is a list of individuals serving as executive officers of BlackRock as of the date of this Proxy Statement, each of whom also serves on BlackRock’s GEC. All of BlackRock’s executive officers serve at the discretion of the Board and CEO. | | | Geraldine Buckingham age 4142 | | Senior Managing Director, has been Head of Asia Pacific since February 2019. In this role, Ms. Buckingham is responsible for all business activities in the region, which includes Greater China, Japan, Australia, Singapore, India and Korea. From 2014 to 2019, Ms. Buckingham served as Global Head of Corporate Strategy. In this role, Ms. Buckingham was responsible for helping BlackRock develop and implement long-term goals, and respond to the competitive financial services landscape. Prior to joining BlackRock in 2014, Ms. Buckingham was a partner with McKinsey & Company’s financial services practice based in New York. | | | | | Robert L. Goldstein age 4546 | | Senior Managing Director, has been Chief Operating Officer since 2014 and has been the Head ofBlackRock Solutions,, which leverages the Company’s unique risk analytics capabilities and capital markets insights to deliver unbiased advice and expertise to other institutions, since 2009. Mr. GoldsteinHe led BlackRock’s Institutional Client Business from 2012 to 2014. Mr. Goldstein has spent his entire career at BlackRock, beginning in 1994 as an analyst in the Company’s Portfolio Analytics Group. | | | | | J. Richard Kushel age 5253 | | Senior Managing Director, has been Global Head of Multi-Asset Strategies and Global Fixed Income since 2018. Mr. Kushel was the Head of Multi-Asset Strategies from 2016 to 2018, the Chief Product Officer and Head of Strategic Product Management from 2014 to 2016, the Deputy Chief Operating Officer of BlackRock from 2012 to 2014, the Head of the Portfolio Management Group of BlackRock from 2010 to 2012 and the Chairman of BlackRock’s International platform from 2009 to 2010. Mr. Kushel has been with BlackRock since 1991. | | | | | Rachel Lord age 5354 | | Senior Managing Director, has been Head of EMEA since 2017. Ms. Lord also chairs the EMEA Executive Committee and is the Global Executive Sponsor of the Women’s Initiative Network. From 2013 to 2017, she was EMEA Head ofiShares and Head of Global Clients, ETF and Index Investments. Ms. Lord joined BlackRock in November 2013 from Citigroup where she was the Global Head of Corporate Equity Derivatives. | | | | | Mark S. McCombe age 5354 | | Senior Managing Director, has been Head of AmericasChief Client Officer since 2017.2019. Previously, he served as Head of Americas from 2017 to 2019, Global Head and Chairman of BlackRock Alternative Investors. Mr. McCombe served as theInvestors from 2015 to 2017, Global Head of BlackRock’s Institutional Client Business from 2014 to 2016 and as the Chairman of BlackRock Alternative Investors from 2014 to 2017. He was the ChairmanHead of BlackRock’s Asia Pacific region from 2012 to 2014. Before joining BlackRock, Mr. McCombe served as Chief Executive Officer in Hong Kong for HSBC from 2010 to 2012. | | | | | Christopher J. Meade age 5051 | | Senior Managing Director, has been Chief Legal Officer of BlackRock since 2016 and General Counsel since 2015. Before joining BlackRock in 2015, Mr. Meade was the General Counsel of the U.S. Department of the Treasury. Previously, he was a partner with the law firm of Wilmer Cutler Pickering Hale and Dorr. Earlier in his career, Mr. Meade served as a law clerk to Justice John Paul Stevens on the U.S. Supreme Court and Judge Harry T. Edwards of the U.S. Court of Appeals for the D.C. Circuit. | | | | | Manish Mehta age 49 | | Senior Managing Director, has been Global Head of Human Resources since 2019. Prior to this, Mr. Mehta was Global Head of Markets & Investments for ETF and Index Investments from 2016 to 2019, Head of Product & Markets foriShares from 2015 to 2016 and Chief Operating Officer foriShares from 2011 to 2015. Mr. Mehta joined BlackRock in 2009 as part of the acquisition of Barclays Global Investors, where he was Head of Strategy and Corporate Development and Chief of Staff to the CEO. | | | | Gary S. Shedlin age 5556 | | Senior Managing Director, has been Chief Financial Officer of BlackRock since 2013. Prior to joining BlackRock, Mr. Shedlin was Vice Chairman, Investment Banking and a Managing Director in the Financial Institutions Group at Morgan Stanley from 2010 to 2013. Prior to that, Mr. Shedlin worked at Citigroup from 2004 to 2010, where he most recently served as Chairman of the Financial Institutions Group. Previously, Mr. Shedlin served as theCo-Head of the Financial Institutions Group at Lazard Ltd. | | | | | Jeffrey A. Smith, Ph.D.
age 48
| | Senior Managing Director, has been Global Head of Human Resources of BlackRock since 2009. In this capacity, Mr. Smith supports and advises the business, and the Board, on all aspects of its investment in people and culture and the management of organizational change. Mr. Smith’s service with the firm dates back to 2006, including his years with Barclays Global Investors (“BGI”), which merged with BlackRock in 2009. At BGI, Mr. Smith was Global Head of Human Resources.
| | | | Mark Wiedman age 4849 | | Senior Managing Director, has been Head of International and of Corporate Strategy since January 2019. From 2011 to 2019, Mr. Wiedman served as Global Head ofiShares and Index Investments. Mr. Wiedman joined BlackRock in 2004 to help start what became the Financial Markets Advisory Group. Prior to joining BlackRock, he was Senior Advisor to the Under Secretary for Domestic Finance at the U.S. Treasury and a management consultant at McKinsey & Company. | | | | |
44BLACKROCK, INC. 20192020 PROXY STATEMENT41
Ownership of BlackRock Common and Preferred Stock Common Stock The following table includes certain information about the beneficial ownership of BlackRock’s voting securities as of March 31, 20192020, by: Each person who is known by BlackRock to own beneficially more than 5% of any class of outstanding voting securities of BlackRock; Each of BlackRock’s directors and nominees; Each of the executive officers named in the 20182019 Summary Compensation Table; and All of BlackRock’s executive officers and directors as a group. Except as otherwise noted, each individual exercises sole voting power or investment power over the shares of voting securities shown. The number of shares of voting securities shown in the following Security Ownership Table as beneficially owned by each director and executive officer is determined under the rules of the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. For purposes of the Security Ownership Table, beneficial ownership includes any shares of voting securities as to which the individual has sole or shared voting power or investment power and also any shares of common stock which the individual has the right to acquire within 60 days of March 31, 2019,2020, through the exercise of any option, warrant or right. All fractional shares have been rounded to the nearest whole number. 42BLACKROCK, INC. 20192020 PROXY STATEMENT45
Ownership of BlackRock Common and Preferred Stock | Common Stock As of March 31, 2019,2020, there were 154,500,315154,262,618 shares of BlackRock’s common stock outstanding. | | | | | | | Amount of beneficial ownership
of common stock(1) | | | Percent of common stock
outstanding | | | Deferred/ Restricted Stock Units(2) | | | Total | | | Amount of beneficial ownership
of common stock(1) | | | Percent of common stock
outstanding | | | Deferred/ Restricted Stock Units(2) | | | Total | | | The PNC Financial Services Group, Inc. and affiliates | | | 34,047,710 | (3) | | 21.59 | % | | | – | | | | 34,047,710 | (3) | | | 34,042,326 | (3) | | 21.94 | % | | | – | | | | 34,042,326 | (3) | | One PNC Plaza 249 Fifth Avenue Pittsburgh, PA 15222 | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Vanguard Group, Inc. | | | 8,888,309 | (4) | | 5.63 | % | | | – | | | | 8,888,309 | (4) | | | 8,998,815 | (4) | | 5.82 | % | | | – | | | | 8,998,815 | (4) | | 100 Vanguard Blvd. Malvern, PA 19355 | | | | | | | | | | | | | | | | | | | | | | | | | Capital World Investors (U.S.) | | | 8,053,967 | (5) | | 5.10 | % | | | – | | | | 8,053,967 | (5) | | | 333 South Hope Street 55th Floor Los Angeles, CA 90071 | | | | | | | | | | | | | | | | | | | | | Bader M. Alsaad | | | – | | | * | | | | – | | | | – | | | | 48 | | | * | | | 0 | | | | 48 | | | | | | | | | | | | | Mathis Cabiallavetta(6) | | | 6,297 | | | * | | | 1,337 | | | | 7,634 | | | Mathis Cabiallavetta(5) | | | | 6,674 | | | * | | | 884 | | | | 7,558 | | | | | | | | | | | | | Pamela Daley | | | 3,068 | | | * | | | 1,337 | | | | 4,405 | | | | 3,823 | | | * | | | 884 | | | | 4,707 | | | | | | | | | | | | | William S. Demchak | | | 1,200 | | | * | | | 0 | | | | 1,200 | | | | 1,200 | | | * | | | 0 | | | | 1,200 | | | | | | | | | | | | | Jessica P. Einhorn | | | 2,415 | | | * | | | 1,337 | | | | 3,752 | | | | 2,868 | | | * | | | 884 | | | | 3,752 | | | | | | | | | | | | | Laurence D. Fink | | | 987,046 | | | * | | | 19,459 | | | | 1,006,505 | | | | 819,439 | | | * | | | 17,578 | | | | 837,017 | | | | | | | | | | | | | William E. Ford | | | 9,299 | | | * | | | 881 | | | | 10,180 | | | | 9,565 | | | * | | | 884 | | | | 10,449 | | | | | | | | | | | | | Fabrizio Freda | | | 3,716 | | | * | | | 1,337 | | | | 5,053 | | | | 4,384 | | | * | | | 884 | | | | 5,268 | | | | | | | | | | | | | Murry S. Gerber | | | 39,604 | | | * | | | 1,337 | | | | 40,941 | | | | 40,057 | | | * | | | 884 | | | | 40,941 | | | | | | | | | | | | | Robert L. Goldstein | | | 34,184 | | | * | | | 9,299 | | | | 43,483 | | | | 33,491 | | | * | | | 8,367 | | | | 41,858 | | | | | | | | | | | | | Margaret L. Johnson | | | 100 | | | * | | | 881 | | | | 981 | | | | 186 | | | * | | | 884 | | | | 1,070 | | | | | | | | | | | | | Robert S. Kapito(6) | | | 369,823 | | | * | | | 15,517 | | | | 385,340 | | | Robert S. Kapito(5) | | | | 384,760 | | | * | | | 14,314 | | | | 399,074 | | | | | | | | | | | | | J. Richard Kushel(6) | | | 163,157 | | | * | | | 8,017 | | | | 171,174 | | | | | | | | | | | Sir Deryck Maughan | | | 15,177 | | | * | | | 1,337 | | | | 16,514 | | | J. Richard Kushel(5) | | | | 155,881 | | | * | | | 7,157 | | | | 163,038 | | | | | | | | | | | | | Cheryl D. Mills | | | 2,252 | | | * | | | 1,337 | | | | 3,589 | | | | 2,887 | | | * | | | 884 | | | | 3,771 | | | | | | | | | | | | | Gordon M. Nixon | | | 825 | | | * | | | 1,337 | | | | 2,162 | | | | 1,193 | | | * | | | 884 | | | | 2,077 | | | | | | | | | | | | | Charles H. Robbins | | | 418 | | | * | | | 881 | | | | 1,299 | | | | 630 | | | * | | | 884 | | | | 1,514 | | | | | | | | | | | | | Ivan G. Seidenberg | | | 12,817 | | | * | | | 1,337 | | | | 14,154 | | | | 13,550 | | | * | | | 884 | | | | 14,434 | | | | | | | | | | | | | Gary S. Shedlin | | | 17,497 | | | * | | | 7,021 | | | | 24,518 | | | | 10,525 | | | * | | | 6,366 | | | | 16,891 | | | | | | | | | | | | | Marco Antonio Slim Domit | | | 3,520 | | | * | | | 1,337 | | | | 4,857 | | | | 3,958 | | | * | | | 884 | | | | 4,842 | | | | | | | | | | | | | Susan L. Wagner | | | 476,765 | | | * | | | 1,337 | | | | 478,102 | | | | 476,220 | | | * | | | 884 | | | | 477,104 | | | | | | | | | | | | | Mark Wilson | | | 59 | | | * | | | 881 | | | | 940 | | | | 104 | | | * | | | 884 | | | | 988 | | | | | | | | | | | | | All directors and executive officers as a group (28 persons)(6) | | | 2,196,318 | | | 1.42 | % | | 110,836 | | | | 2,307,154 | | | All directors and executive officers as a group (27 persons)(5) | | | | 2,025,321 | | | 1.31 | % | | 91,963 | | | | 2,117,284 | | | | | | | | | | | |
| * | The number of shares of common stock held by such individual is less than 1.0% of the outstanding shares of common stock. |
| (1) | Does not include unvested/unsettled RSUs and unvested stock options. |
| (2) | Does not include BPIP awards.Awards. |
| (3) | Based on the Schedule 13G of The PNC Financial Services Group, Inc. and affiliates filed on February 1, 2019.7, 2020. |
| (4) | Based on the Schedule 13G of The Vanguard Group, Inc. filed on February 11, 2019.12, 2020. |
| (5) | Based on the Schedule 13G of Capital World Investors filed on February 13, 2019.
|
(6) | Includes shares of BlackRock common stock held jointly, indirectly and/or in trust (other than shares the beneficial ownership of which has been disclaimed). |
Preferred Stock As of March 31, 2019,2020, there were 823,188 shares of BlackRock’s Series Bnon-voting convertible participating preferred stock issued and outstanding, which has a liquidation preference of $0.01 per share (the “Series B Preferred Stock”). As of March 31, 2019,2020, PNC owned all issued and outstanding shares of our Series B Preferred Stock. 46BLACKROCK, INC. 20192020 PROXY STATEMENT43
Delinquent Section 16(a) BeneficialReports Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, Section 16 officers and persons who own more than 10% of a registered class of BlackRock’s equity securities to file reports of holdings of, and transactions in, BlackRock shares with the SEC and the NYSE. To the best of BlackRock’s knowledge, based on copies of such reports and representations from these reporting persons, we believe that in 2018,2019, our directors, Section 16 officers and 10% holders met all applicable SEC filing requirements.requirements, except for one late Form 4 filing made on behalf of Cheryl D. Mills reporting a transaction on December 31, 2019 due to a technical error that occurred when the Company attempted to timely file the Form 4 report. 44BLACKROCK, INC. 20192020 PROXY STATEMENT47
Certain Relationships and Related Transactions PNC and its Subsidiaries As of March 31, 2019,2020, PNC beneficially owned approximately 22.0% of BlackRock’s common stock outstanding and 22.4% of BlackRock’s capital stock, which includes outstanding common stock andnon-voting preferred stock. William S. Demchak, Chairman, President and Chief Executive Officer of PNC, serves as a director of BlackRock. Although PNC has a right to, and reserves the right to do so under the PNC Stockholder Agreement, PNC has elected not to appoint a second director to the Board at this time. In addition, PNC has been permitted to invite anon-voting observer to attend Board meetings. Gregory B. Jordan, General Counsel & Chief Administrative Officer of PNC, is the PNC observer. BlackRock provides investment advisory and administration services to certain PNC subsidiaries and separate accounts for a fee based on assets under management. The amount of investment advisory and administration fees earned from PNC and its affiliates in relation to these services in 20182019 totaled $2.1$1.9 million. BlackRock provides risk management advisory and technology services to PNC’s corporate and line of business asset/liability management committees, for which it received an annual fee of $9.2$8.5 million for 2018.2019. BlackRock also recorded revenue of $2.7$2.8 million related tonon-discretionary trading services. BlackRock incurred expenses of $1.6$2.1 million to PNC affiliates in 20182019 for service fees related to certain retail and institutional clients. Transactions between BlackRock Funds and Client Accounts and PNC and its Subsidiaries From time to time in the ordinary course of our business, acting predominantly as agent for its clients, BlackRock effects transactions in securities and other financial assets with PNC and its subsidiaries. The amount of compensation or other value received by PNC in connection with those transactions is dependent on the capacity in which it participates in each of them, as principal or agent for other principals, and the type of security or financial asset involved. PNC may also act as the underwriter of securities purchased by BlackRock-managed funds and accounts. We principally engage in fixed income transactions with PNC. PNC (including its subsidiaries) was among one of BlackRock’s many fixed income trading counterparties in 2018.2019. Fixed income transactions are typically not traded on a commission basis and, accordingly, the amounts earned by PNC and its subsidiaries on such transactions cannot be determined. PNC may, from time to time in the ordinary course of business, make loans to funds or separately managed accounts or commit to make future loans on substantially the same terms as those prevailing at the time for comparable loans to third parties and may enter into caps, hedges or swaps in connection with these loans. BlackRock may be an investor in orco-investor alongside these funds and accounts. BlackRock products and client accounts also enter into a variety of other arrangements with PNC and its subsidiaries on an arm’s length basis in the ordinary course of business. Such arrangements include, but are not limited to, serving as custodian or transfer agent or providing principal protection warranties as well as book value protection andco-administration,sub-administration, fund accounting, networking, leases of office space to PNC or its subsidiaries, bank account arrangements, derivative transactions, letters of credit, securities lending, loan servicing and other administrative services for BlackRock-managed funds and accounts. In certain instances, the fees that may be incurred by BlackRock funds or other products are capped at a fixed amount. In these cases, BlackRock may be responsible for payment of fees incurred in excess of these caps and amounts would be reflected in the fees for administrative services described above. Additionally, PNC or its subsidiaries or affiliates may invest in BlackRock funds or other products or buy or sell assets to or from BlackRock funds and separate accounts. 48BLACKROCK, INC. 20192020 PROXY STATEMENT45
Certain Relationships and Related Transactions | PNC and its Subsidiaries PNC Stockholder Agreement BlackRock is a party to the PNC Stockholder Agreement, which governs PNC’s ownership interests in and relationship with BlackRock. BlackRock and PNC are also parties to a registration rights agreement. The following table describes certain key provisions of the PNC Stockholder Agreement as amended and restated. | | | Share Ownership | | The PNC Stockholder Agreement provides for a limit on the percentage of BlackRock capital stock that may be owned by PNC at any time (the “PNC ownership cap”). Due to the PNC ownership cap, PNC is generally not permitted to acquire any additional capital stock of BlackRock if, after such acquisition, it would hold greater than 49.9% of the total voting power of the capital stock of BlackRock issued and outstanding at such time or 38% of the sum of the total voting securities and participating preferred stock of BlackRock issued and outstanding at such time and issuable upon the exercise of any options or other rights outstanding at that time. In addition, PNC may not acquire any shares of BlackRock from any person other than BlackRock or a person that owns 20% or more of the total voting power of the capital stock of BlackRock (other than itself) if, after such acquisition, it would hold capital stock of BlackRock representing more than 90% of the PNC voting ownership cap. | | | | | Prohibited Prohibited
Actions | | PNC is prohibited from taking part in, soliciting, negotiating with, providing information to or making any statement or proposal to any person, or making any public announcement, with respect to: • An acquisition which would result in PNC holding more than the PNC ownership cap, or holding any equity securities of any controlled affiliate of BlackRock; • Any business combination or extraordinary transaction involving BlackRock or any controlled affiliate of BlackRock, including a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any controlled affiliate of BlackRock; • Any restructuring, recapitalization or similar transaction with respect to BlackRock or any controlled affiliate of BlackRock; • Any purchase of the assets of BlackRock or any controlled affiliate of BlackRock, other than in the ordinary course of its business; • Being a member of a “group”, as defined in Section 13(d)(3) of the Exchange Act, for the purpose of acquiring, holding or disposing of any shares of capital stock of BlackRock or any controlled affiliate of BlackRock; • Selling any BlackRock capital stock in an unsolicited tender offer that is opposed by the BlackRock Board; • Any proposal to seek representation on the Board of BlackRock except as contemplated by the PNC Stockholder Agreement; • Any proposal to seek to control or influence the management, Board or policies of BlackRock or any controlled affiliate of BlackRock except as contemplated by the PNC Stockholder Agreement; or • Any action to encourage or act in concert with any third party to do any of the foregoing. | | | | | Additional AdditionalPurchase
Purchase
of Voting Securities | | The PNC Stockholder Agreement gives PNC the right, in any issuance of BlackRock voting stock, (1) to purchase an amount of such stock or, at PNC’s option, Series B Preferred Stock, upon such issuance that would result in PNC holding the lesser of (a) the PNC ownership cap or (b) an ownership percentage in BlackRock equal to what it held prior to the issuance and (2) if as a result of such stock issuance PNC’s beneficial ownership of the total voting power of BlackRock capital stock decreases to less than 38%, to exchange such number of shares of Series B Preferred Stock for shares of common stock on aone-for-one basis such that following the stock issuance, PNC will beneficially own shares of voting securities representing not more than 38% of the total voting power of BlackRock capital stock, unless such issuance constitutes a public offering and would not, together with any stock issuance constituting a public offering since September 29, 2006, after taking into account any share repurchases by BlackRock since September 29, 2006 and transfers by PNC, decrease PNC’s total voting power to 90% or less of the PNC ownership cap. | | | | | Share Repurchase | | If BlackRock engages in a share repurchase, BlackRock may require PNC to sell an amount of securities to BlackRock that will cause its beneficial ownership of BlackRock capital stock not to exceed its total ownership cap or voting ownership cap. | | | | |
46BLACKROCK, INC. 20192020 PROXY STATEMENT49
Certain Relationships and Related Transactions | PNC and its Subsidiaries | | | Transfer Transfer
Restrictions | | PNC may not transfer any capital stock of BlackRock beneficially owned by it, except for transfers to its respective affiliates and transfers in certain other specified categories of transactions, which would result in the beneficial ownership, by any person, of more than 10% of the total voting power of issued and outstanding BlackRock capital stock with respect to transfers to persons who would be eligible to report their holdings of BlackRock capital stock on Schedule 13G or of more than 5% of the total voting power of issued and outstanding capital stock with respect to any other persons. | | | | | Right of Last Refusal | | PNC must notify BlackRock if it proposes to sell shares of BlackRock capital stock in a privately negotiated transaction. Upon receipt of such notice, BlackRock will have the right to purchase all of the stock being offered, at the price and terms described in the notice. These notification requirements and purchase rights do not apply in the case oftax-free transfers to charitable organizations or foundations andtax-deferred transfers. | | | | | Corporate Corporate
Governance | | Board Designation: The PNC Stockholder Agreement provides that BlackRock will use its best efforts to cause the election at each annual meeting of shareholders such that the Board will consist of no more than 19 directors: • Not less than two nor more than four directors who will be members of BlackRock management; • Two directors who will be designated by PNC, provided, however, that if for any period greater than 90 consecutive days PNC and its affiliates shall beneficially own less than 10% of the BlackRock capital stock issued and outstanding, PNC shall promptly cause one of such PNC designees to resign and the number of PNC designees shall be reduced to one; and provided further, that, if for any period greater than 90 consecutive days PNC and its affiliates shall beneficially own less than 5% of the BlackRock capital stock issued and outstanding, PNC shall promptly cause the second PNC designee to resign and the number of PNC designees shall be reduced to zero; and • The remaining directors who will be independent for purposes of the rules of the NYSE and will not be designated by or on behalf of PNC or any of its affiliates. Of the current directors, William S. Demchak was designated by PNC. PNC has elected not to appoint a second director to the Board at this time, though it reserves the right to do so. In addition, PNC has been permitted to invite anon-voting observer to attend Board meetings. Gregory B. Jordan, General Counsel & Chief Administrative Officer of PNC, is the PNC observer. Voting Agreement:PNC has agreed to vote all of its voting shares in accordance with the recommendation of the Board on all matters to the extent consistent with the provisions of the PNC Stockholder Agreement, including the election of directors. Approvals: Under the PNC Stockholder Agreement, the following may not be done without prior approval of all of the independent directors, or at leasttwo-thirds of the directors, then in office: • Appointment of a new Chief Executive Officer of BlackRock; • Any merger, issuance of shares or similar transaction in which beneficial ownership of a majority of the total voting power of BlackRock capital stock would be held by persons different from those currently holding such majority of the total voting power, or any sale of all or substantially all assets of BlackRock; • Any acquisition of any person or business that has a consolidated net income after taxes for its preceding fiscal year that equals or exceeds 20% of BlackRock’s consolidated net income after taxes for its preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock capital stock constituting more than 10% of the total voting power of BlackRock capital stock issued and outstanding immediately after completion of such acquisition; • Any acquisition of any person or business constituting a line of business that is materially different from the lines of business BlackRock and its controlled affiliates are engaged in at that time if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis; • Except for repurchases otherwise permitted under their respective stockholder agreements, any repurchase by BlackRock or any subsidiary of shares of BlackRock capital stock such that, after giving effect to such repurchase, BlackRock and its subsidiaries shall have repurchased more than 10% of the total voting power of BlackRock capital stock within the12-month period ending on the date of such repurchase; • Any amendment to BlackRock’s certificate of incorporation or Bylaws;
| | | |
50BLACKROCK, INC. 20192020 PROXY STATEMENT47
Certain Relationships and Related Transactions | PNC and its Subsidiaries | | | | | | • Any amendment to BlackRock’s certificate of incorporation or Bylaws; • Any matter requiring shareholder approval pursuant to the rules of the NYSE; or • Any amendment, modification or waiver of any restriction or prohibition on any significant shareholder (other than PNC or its affiliates) provided for under its stockholder agreement. Committees: Consistent with applicable laws, rules and regulations, the Audit Committee, the Compensation Committee and the Governance Committee are to be composed solely of independent directors. The Risk Committee and Executive Committee are not subject to any similar laws, rules or regulations, and as such, are composed of a mix of independent andnon-independent directors. The PNC Stockholder Agreement provides that the Executive Committee will consist of not less than five members, of which one must be designated by PNC. | | | | | Significant Significant
Stockholder Transactions | | The PNC Stockholder Agreement prohibits BlackRock or its affiliates from entering into any transaction with PNC or its affiliates, unless such transaction was in effect as of September 29, 2006, is in the ordinary course of business of BlackRock or has been approved by a majority of the directors of BlackRock, excluding those appointed by the party wishing to enter into the transaction. | | | | | Termination of the PNC Stockholder Agreement | | The PNC Stockholder Agreement will terminate on the first day on which PNC and its affiliates own less than 5% of the capital stock of BlackRock, unless PNC sends a notice indicating its intent to increase its beneficial ownership above such threshold within 10 business days after it has fallen below such threshold, and PNC buys sufficient capital stock of BlackRock within 20 business days after PNC has sent notice that it has fallen below 5% of BlackRock capital stock such that it continues to own greater than 5% of BlackRock capital stock. | | | |
Transactions with BlackRock Directors, Executive Officers and Other Related Parties From time to time, certain directors, their family members and related charitable foundations may have investments in various BlackRock investment vehicles or accounts. For certain types of products and services offered by BlackRock’s subsidiaries, BlackRock directors may receive discounts that are available to our employees generally. In addition, certain of the companies or affiliates of the companies that employ BlackRock’s independent directors may have investments in various BlackRock investment vehicles or accounts or may receive advisory, technology and risk management services. These investments and services are entered into in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with similarly situated customers and eligible employees. How We Review, Approve or Ratify Transactions with Related Persons On February 27, 2007, the Board adopted a written policy regarding related person transactions, which governs and establishes procedures for approving and ratifying related person transactions. The policy defines a related person transaction as any transaction or arrangement in which the amount involved exceeds $120,000, where BlackRock or any of its subsidiaries is a participant and a related person has a direct or indirect material interest. For purposes of the policy, a “related person” is any person who is, or was during the last fiscal year, a BlackRock director or executive officer, or a director nominee, or any person who is a beneficial owner of more than 5% of any class of BlackRock’s voting securities, or any immediate family member of any of the foregoing persons. Related person transactions must be approved or ratified by a majority of the uninterested members of the Governance Committee or the Board. In the event it is not practicable for BlackRock to wait for approval until the next meeting of the Governance Committee or the Board, the Chairperson of the Governance Committee may approve the transaction. In reviewing any related person transaction, all of the relevant facts and circumstances must be considered, including: The related person’s relationship to BlackRock and his or her interest in the transaction; The benefits to BlackRock; The impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; The availability of comparable products or services that would avoid the need for a related person transaction; and The terms of the transaction and the terms available to unrelated third parties or to employees generally. 48BLACKROCK, INC. 20192020 PROXY STATEMENT51
Certain Relationships and Related Transactions | Transactions with BlackRock Directors, Executive Officers and Other Related Parties PNC Approval Process The policy provides that transactions (other than transactions in the ordinary course of business) with PNC are governed by the special approval procedures detailed in the PNC Stockholder Agreement. Those approval procedures prohibit BlackRock or its affiliates from entering into any transaction (other than any transaction in the ordinary course of business) with PNC or its affiliates unless such transaction was in effect as of September 29, 2006 or has been approved by a majority of the directors of BlackRock, excluding those designated for appointment by the party wishing to enter into the transaction. Of the current directors, William S. Demchak was designated by PNC. Prior to the adoption of this policy, related person transactions, including certain of the transactions described above under“— PNC and its Subsidiaries” and“— PNC Stockholder Agreement”Agreement,” were reviewed with the Board at the time of entering into such transactions. 52BLACKROCK, INC. 20192020 PROXY STATEMENT49
Management Development & & Compensation Committee
Interlocks and Insider Participation The members of the Compensation Committee during 20182019 were Mses. Einhorn, Johnson and Mills and Messrs. Ford, Gerber (until June 30, 2018), Grosfeld (until May 23, 2018), Maughan, Nixon, Seidenberg (Chairperson) and Slim. No member of the Compensation Committee was, during the fiscal year, an officer or employee, or formerly an officer or employee, involved in any related person transactions requiring disclosure in this Proxy Statement. No executive officer of BlackRock served as a: Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of BlackRock; Director of another entity, one of whose executive officers served on the Compensation Committee of BlackRock; or Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served as a director of BlackRock. 50BLACKROCK, INC. 20192020 PROXY STATEMENT53
Approval, in aNon-Binding Advisory Vote, of the Compensation for Named Executive Officers We are asking our shareholders to approve the compensation of our NEOs as disclosed in this Proxy Statement. While this vote is advisory, and not binding on the Company, it will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices. We value the opinions of our shareholders and, to the extent there is any significant vote against the compensation of our NEOs as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Before You Vote In considering your vote, we encourage shareholders to review the information on BlackRock’s compensation policies and decisions regarding our NEOs presented in the summary of our executive compensation practices on page 74,77, as well as our “Compensation Discussion and Analysis” beginning on page 53.56. Ourpay-for-performance compensation philosophy is structured to align management’s interests with our shareholders’ interests. A significant portion of total compensation for executives is closely linked to BlackRock’s financial and operational performance as well as BlackRock’s common stock price performance. BlackRock has adopted strong governance practices for its employment and compensation programs. Compensation programs are reviewed annually to ensure that they do not promote excessive risk taking. Board Recommendation  
The Board of Directors Unanimously recommends you vote "FOR"FOR the approval of the compensation of our NEOs. 54BLACKROCK, INC. 20192020 PROXY STATEMENT51
Management Development & & Compensation Committee
Committee Report
Management Development & Compensation Committee Report on Executive Compensation for Fiscal Year 20182019 The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. MEMBERS OF THE MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE Ivan G. Seidenberg, Chair Jessica P. Einhorn William E. Ford Margaret L. Johnson Cheryl D. Mills Gordon M. Nixon Marco Antonio Slim Domit 52BLACKROCK, INC. 20192020 PROXY STATEMENT55
Compensation Discussion and Analysis BlackRock’s executive compensation program is designed to align management incentives with the long-term interests of our shareholders. Our total annual compensation structure embodies our commitment to align pay with performance. This Compensation Discussion and Analysis (“CD&A”) provides shareholders with information about BlackRock’s business and 20182019 financial performance, our disciplined compensation approach and 20182019 compensation decisions for our NEOs, listed below. | | | | | | | | | | | | | | | | | | Laurence D. Fink Chairman and Chief Executive Officer | | Robert S. Kapito President | | Robert L. Goldstein Chief Operating Officer | | J. Richard Kushel Global Head of Multi-Asset Strategies and Global Fixed Income | | Gary S. Shedlin Chief Financial Officer | | | | | | | | | |
Table of Contents 56BLACKROCK, INC. 20192020 PROXY STATEMENT53
Compensation Discussion and Analysis | 1. Introduction 1. Introduction Shareholder Engagement on Executive Compensation Our Board recognizes the importance of executive compensation decisions to our shareholders. The annualsay-on-pay advisory vote provides our shareholders with the opportunity to: Evaluate our executive compensation philosophy, policies and practices; Evaluate the alignment of the compensation of BlackRock’s NEOs with BlackRock’s results; and Cast an advisory vote to approve the compensation of BlackRock’s NEOs. At the 20182019 Annual Meeting of Shareholders, thesay-on-pay advisory vote received majority support, with 89%approximately 96% of the votes cast in favor of our executive compensation policies, practices and determinations. Our Board encourages an open and constructive dialogue with shareholders on compensation to ensure alignment on policies and practices. As in prior years, we engagedinvite all shareholders into provide feedback to us on our compensation programs. In advance of this year’s annual meetingAnnual Meeting, we extended engagement requests to shareholders representing 43% of outstanding shares (excluding shares owned by PNC) to incorporate their views as we continue to enhance our compensation programs. Shareholders who provided feedback generally reported that executive compensation at BlackRock was reasonable and well-aligned to performance. No consistent or prevalent concerns were raised from our engagements. BlackRock Shareholder Value Framework BlackRock is committed to delivering long-term shareholder value. While our financial results can be affected by global capital market conditions that are beyond our control, management has the ability to influence key drivers of shareholder value. As described below, BlackRock’s framework for long-term value creation is based on our ability to: Generate differentiated organic growth; Leverage our scale for the benefit of clients and shareholders; and Return capital to shareholders on a consistent and predictable basis. 
Organic Growth Operating Leverage Capital Management EPS Growth
BlackRock’s commitment to delivering shareholder value is aligned with the way we manage our business. By putting clients’ interests first and delivering investment, portfolio construction and technology solutions to help meet their objectives, we are able to buildgrow our business by adding new assets under management (“AUM”) and increasing technology offerings,services revenue, resulting inOrganic Revenue growth.(1) BlackRock’s scale is one of the firm’s key strategic advantages and is an important driver ofoperating leverage that benefits clients and shareholders. We take advantage of scale in numerous areas of our business including through our index-based investment strategies, brand spend, technology platform, including ourAladdin business, and our external vendor relationships. InvestingIn addition to leveraging our scale, investing for the long-term is a key element of our strategy. Our diversified platform, in terms of styles, products, client types and geographies, enables us to generatestable cash flow through market cycles, positioning and positions BlackRock to consistently invest for future growth and consistently return capital to our shareholders. For more details, refer to“Business Outlook” on page34page 35 of our 2018 2019Form10-K.
During 2018,2019,we returned $3.6$3.8 billion to our shareholdersthrough a combination of share repurchases and dividends.dividends. | (1) | Organic Revenue growth is a measure of the expected annual revenue impact of BlackRock’s total net new business in a given year, including net newAladdin technology services revenue, excluding the effect of market appreciation/(depreciation) and foreign exchange. Organic Revenue is not directly correlated with the actual revenue earned in sucha given year. |
54BLACKROCK, INC. 20192020 PROXY STATEMENT57
Compensation Discussion and Analysis | BlackRock 20182019 Performance BlackRock 20182019 Performance(1),(2) BlackRock’s 20182019 results reflect the strength of our global, diverse investment and technology platform and the benefit of the investments we have made over time to leverage our scale and optimize our strategic positioning. We generated $124a record $429 billion of total net inflows for the full year, representing 2%7% organic asset growth, delivered revenue and earnings growth expanded our operating margin and returned $3.6$3.8 billion to shareholders while continuing to invest for growth. However, BlackRock’s strategic decision to continue investing responsibly despite meaningful headwindsa more challenging revenue capture environment created by market volatility in the asset management industry.fourth quarter of 2018 resulted in an as adjusted operating margin decline of 60 basis points year-over-year. Long-term investment performance results across our alpha-seeking and index strategies as of December 31, 20182019 remain strong and are detailed in Part I, Item 1— Business of our 20182019 Form10-K. Differentiated Organic Growth OrganicBlackRock generated record organic asset growth of 2% and record technology services revenue7% in 2018 contributed to continued revenue growth2019
Total net inflows of $124$429 billion, despite meaningful headwinds for thepositive across all client channels, asset management industry. Long-term net inflows of $123 billion reflected 2%classes and regions, represented organic asset growth of 7%, compared to large cap asset management peersTraditional LC Peers who sawgenerated, on average, -1% organic asset decay; and Base fees grew 2% in 2019, to $11.8 billion, despite the impact of significant global equity market declines in the fourth quarter of 2018, which reduced BlackRock’s 2019 entry rate of AUM. 
Continued Revenue Growth BlackRock grew revenue 2% in 2019, including record technology services revenue growth of 24% Total revenue increased 2% from 2018, to $14.5 billion, despite the impact of significant global equity market declines in the fourth quarter of 2018; and | • | | Technology services revenue grew19%grew 24% year-over-year, to a record $785$974 million, led byreflecting the impact of the eFront acquisition and continued momentumgrowth inAladdin and our digital wealth technology; and. |
Total revenue increased 4% from 2017 to $14,198 million.
2018 Organic Asset Growth Revenue ($M)
Operating Leverage
We continued to strategically invest in our business, targeting areas where we see the highest future growth potential, while simultaneously expanding our Operating Margin by 20 bps
Operating income, as adjusted, of $5,531 million was up 5% versus 2017, reflecting our commitment to optimize organic growth in the most efficient way possible; and
Compensation and benefits expense, as adjusted, as a percent of net revenue was 34.4%, representing a decrease of 110 bps from 2017, while G&A expense increased 13% year-over-year, reflecting higher planned levels of technology, data, and marketing spend as well as“non-core” items detailed on page 46 of our 2018 Form10-K.
Operating Income ($M) (as adjusted) Operating Margin (as adjusted)
Consistent Capital Return $3.6BlackRock returned $3.8 billion returned to shareholders in 2018, up 30% from 20172019
Annual dividend of $12.02$13.20 per share reflected an increase of 20%10% from $10.00$12.02 in 2017;2018; and $1.7 billion of outstanding shares were repurchased during 2019, resulting in 2018, driving a net reduction in net share count of 3.54.0 million shares. Share Buyback ($M) Cash Dividend per share ($)
Earnings Per Share Growth DilutedBlackRock grew diluted earnings per share, as adjusted, of $26.93 increased 20% versus 2017by 6%, to $28.48, in 2019
Execution of our shareholder value framework—differentiated organic growth, Operating Margin expansionframework and consistent repurchases—in 2018, and a lower effective tax rate,highernon-operating results drove a 20%6% increase in earnings per share. Net Income (as adjusted) ($M) Earnings per share (as adjusted) ($M)
 
| (1) | Amounts in this section, where noted, are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
| (2) | Results for 2016 and 2017 were recast to reflect the adoption of the new revenue recognition standard. For further information, refer to Note 2,Significant Accounting Policies, in the consolidated financial statements in our 2018 Form10-K. |
| (3) | Traditional LC Peers refers to Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Eaton Vance, Invesco, Legg Mason and T. Rowe Price. |
58BLACKROCK, INC. 20192020 PROXY STATEMENT55
Compensation Discussion and Analysis | Our Compensation Framework Our Compensation Framework Our annual total compensation program for NEOs includes base salary, annual incentive awards (cash and deferred equity), and long-term performance-based incentive awards. Pay and Performance Alignment for NEOs – Total Incentive Award Determination In 2018,Under the Compensation Committee extended ourNEO total compensationincentive award determination framework, that in previous years applied only to our CEO and President, to cover all NEOs. Under this program, the Compensation Committee assesses each NEO’s performance individually, based on the three categories outlined below. Each category is assigned a weighting factor, with 50% of the award opportunity dependent on BlackRock’s financial performance, 30% dependent on BlackRock’s business strengths and 20% dependent on BlackRock’s organizational strengths.
At the beginning of the year, the Compensation Committee and management engagedengages in a rigorous review and approval of objectives for the CEO, President and other NEOs. The objectives deliver onreinforce BlackRock’s shareholder value framework and commitment to serving client needs holistically and through market cycles. Throughout the year, the Compensation Committee receivedreceives updates on the Company’s performance against these goals and objectives. At the end of the year, the Compensation Committee assesses each NEO’s performance against thethese objectives, while considering internal performance measures and peer group comparisons. The Compensation Committee’s performance assessment is directly related toimpacts each NEO’s total incentive outcome, which includes all variable pay (annual discretionary cash award, annual discretionary deferred equity award and long-term equity awards). Based on the Compensation Committee’s performance assessment, total incentive awards can range from 0% to 125% of the prior year’s total incentive pay. Once the total incentive award is determined, the Compensation Committee determines the appropriate mix between cash, deferred equity and long-term equity. For all NEOs, at least half of their total incentive award is delivered through equity. Additionally, for Messrs. Fink and Kapito, at least half of their equity awards are delivered through the BPIP Awards, which are contingent on future financial or other business performance requirements in addition to share price performance.rather than time-based vesting. Each NEO, through their various roles and responsibilities, contributes to the firm-wide objectives summarized below. For the NEO performance assessments, please refer to the section“20182019 NEO Compensation and Performance Summaries”on page 66.69. | | | | | Financial Performance
| | Business Strength
| | Organizational Strength
| | | |  | |  | |  | • Net New Business
• Net New Base Fees
• Organic Revenue Growth
• Operating Income, as adjusted(1)
• Operating Margin, as adjusted(1)
• Diluted EPS, as adjusted(1)
• Total Shareholder Return and P/E Multiple
| | • Deliver Superior Client Experience
• Drive Organization Discipline
• Lead in a Changing World
| | • Drive High Performance
• Build a More Diverse and Inclusive Culture
• Develop Great Managers and Leaders
|
| | | | | Performance
Assessment
| | Total Incentive Percentage
Outcome(2),(3)
| | | Far Exceeds
| | 110%-125%
| | | | | Meets/Exceeds
| | 90%-110%
| | | | | Partially Meets
| | 60%-90%
| | | | | Does Not Achieve
| | 0%-60%
| | |
| (1) | For reconciliation with GAAP, please see Annex A. |
| (2) | Total incentive includes the NEO’s annual discretionary cash award, annual discretionary deferred equity award and long-term equity award. |
| (3) | 20182019 total incentive compensation is calculated using 20172018 total incentive outcome multiplied by performance incentive percentage.
|
56BLACKROCK, INC. 20192020 PROXY STATEMENT59
Compensation Discussion and Analysis | NEO Total Annual Compensation Summary NEO Total Annual Compensation Summary Following a review of full-year business and individual NEO performance, the Compensation Committee determined 20182019 total annual compensation outcomes for each NEO, as outlined in the table below. | | | | | | | | | | | | | | 2018 Total Incentive Award | | | | | | | | | | | | | 2019 Total Incentive Award | | | | | | | | | | | | | | Name | | Base Salary | | | Cash | | | Deferred Equity | | | Long-Term
Incentive Award
(BPIP) | | | Total Annual
Compensation
(TAC) | | | % change in
TAC vs. 2017 | | Performance Assessment | | Base Salary | | | Cash | | | Deferred Equity | | | Long-Term
Incentive Award
(BPIP) | | | Total Annual
Compensation
(TAC) | | | % change in
TAC vs. 2018 | | Performance Assessment | | Laurence D. Fink | | | $1,500,000 | | | | $7,750,000 | | | | $4,250,000 | | | | $10,500,000 | | | | $24,000,000 | | | | (14%) | | | | Partially Meets | | | $ | 1,500,000 | | | $ | 7,750,000 | | | $ | 4,250,000 | | | $ | 11,750,000 | | | $ | 25,250,000 | | | | 5 | % | | | Meets/Exceeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | $1,250,000 | | | | $6,250,000 | | | | $3,500,000 | | | | $ 8,000,000 | | | | $19,000,000 | | | | (14%) | | | | Partially Meets | | | $ | 1,250,000 | | | $ | 6,250,000 | | | $ | 3,500,000 | | | $ | 8,950,000 | | | $ | 19,950,000 | | | | 5 | % | | | Meets/Exceeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | $ 500,000 | | | | $2,950,000 | | | | $2,000,000 | | | | $ 2,400,000 | | | | $ 7,850,000 | | | | (4%) | | | | Meets/Exceeds | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 2,000,000 | | | $ | 4,400,000 | | | $ | 9,850,000 | | | | 25 | % | | | Far Exceeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | $ 500,000 | | | | $2,712,500 | | | | $1,762,500 | | | | $ 1,700,000 | | | | $ 6,675,000 | | | | (5%) | | | | Meets/Exceeds | | | $ | 500,000 | | | $ | 2,612,500 | | | $ | 1,662,500 | | | $ | 2,900,000 | | | $ | 7,675,000 | | | | 15 | % | | | Far Exceeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | $ 500,000 | | | | $2,475,000 | | | | $1,525,000 | | | | $ 1,950,000 | | | | $ 6,450,000 | | | | (5%) | | | | Meets/Exceeds | | | $ | 500,000 | | | $ | 2,475,000 | | | $ | 1,525,000 | | | $ | 2,700,000 | | | $ | 7,200,000 | | | | 12 | % | | | Far Exceeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The amounts listed above as “2018 Annual2019 Total Incentive Award: Deferred Equity” and “2019 Total Incentive Award: Long-Term Incentive Award (BPIP)” were granted in January 20192020 in the form of equity and are separate from the cash award amounts listed above as “2018 Annual2019 Total Incentive Award: Cash.” In conformance with SEC requirements, the20182019 Summary Compensation Table on page 7780 reports equity in the year granted, but cash in the year earned. This table excludes awards under a newly-adopted carried interest program. For more information about the program, see “Leadership Retention Carry Plan” on page 65. Pay-for-Performance Compensation Structure for NEOs Our total annual compensation structure embodies our commitment to align pay with performance. More than 90% of our regular annual executive compensation is performance based and “at risk.” Compensation mix percentages shown below are based on 20182019year-end compensation decisions for individual NEOs by the Compensation Committee.  
| (1) | All grants of BlackRock equity, (includingincluding the portion of the annual incentive awards granted in RSUs and the portion granted under the BPIP Awards)Awards, are approved by the Compensation Committee under the Stock Plan, which has been previously approved by shareholders. The Stock Plan allows for multiple types of awards to be granted. |
| (2) | The value of the 20182019 long-term incentive BPIP Awards and the value of the equity portion of the bonus for 20182019 annual incentive awards was converted into RSUs by dividing the award value by $410.315,$533.58, which represented the average of the high and low prices per share of common stock of BlackRock on January 17, 2019.16, 2020. |
| (3) | For NEOs other than the CEO and President, higher annual incentive awards are subject to higher deferral percentages, in accordance with the Company-wide deferral policy, as detailed on page 59.62. |
60BLACKROCK, INC. 20192020 PROXY STATEMENT57
Compensation Discussion and Analysis | Pay-for-Performance - Chairman and CEO Pay-for-Performance - – Chairman and CEO The graph below reflects BlackRock’s financial growth as well as CEO total compensation decisions during the period from 20092010 to 2018.2019. We strive to keep pay decisions aligned with performance.  
Pay-for-Performance – Other NEOs We strive to keep pay decisions aligned with performance. Our rigorous assessment and pay determination process has resulted in disciplined pay levels that have been outpaced by financial and market value growth over time, as demonstrated by CEO pay in the chart above. The average year-over-year total compensation growth for the CEO and the President was 0% and +2%, respectively, since 2010. The average year-over-year total compensation growth for the other NEOs (excluding the CEO and the President) was +2% since 2010. The year-to-year decisions have been made to align compensation with annual performance and our talent strategy. 58BLACKROCK, INC. 20192020 PROXY STATEMENT61
Compensation Discussion and Analysis | 2. Our Compensation Program 2. Our Compensation Program Compensation Program Objectives Our compensation program is designed to: Appropriately allocate BlackRock’s profitability between shareholders and employees; Determine overall compensation based on a combination of firm, business area and individual employee performance; Align the interests of our senior-level employees, including NEOs, with those of shareholders through the use of long-term performance-based equity awards and accumulation of meaningful share ownership positions; Discourage excessive risk-taking; and Attract, motivate and retain high-performing employees. Compensation Elements | | | | | | | | Element/How it is Paid | | Purpose | | Description | Base Salary Cash | | To provide competitive fixed compensation based on knowledge, skills, experience and responsibilities. | | Base salary is a relatively small portion of total annual compensation for NEOs and other senior-level employees; this approach allows BlackRock to effectively manage its fixed expenses. Base salary levels are reviewed periodically in light of market practices and changes in responsibilities. In 2018, with the assistance of the Compensation Committee’s independent compensation consultant, Semler Brossy, a competitive review of our CEO and President base salaries was completed. It was determined that the base salary amounts, as part of total compensation, were low compared to peers and large financial services firms. As a result, Mr. Fink’s base salary was increased to $1,500,000 and Mr. Kapito’s base salary was increased to $1,250,000. These adjusted salaries make up less than 10% of their 2018 total compensation. | | | | | | | Annual Incentive Award Cash and Deferred Equity (Time-vested RSUs) Terms: The deferred equity portion of the annual incentive award is converted into a fixed number of RSUs using a conversion price.(1) The deferred equity portion of the annual incentive award vests in equal installments over the three years following grant. Dividend equivalents accumulate during the vesting period and are paid following delivery of shares. Expense is recognized over the
vesting period. | | To reward achievement of goals and objectives. Aligns with Company-wide performance and business
unit / function performance.
Deferred equity component aligns compensation with
multi-year shareholder outcomes.
| | Annual incentive award determinations do not rely on a specific formula. A variety of factors are considered to determine the size of the CEO, President and other NEOs’ annual incentive awards. The Compensation Committee considers absolute and/or relative performance outcomes against Company, business and individual NEO goals and objectives, as well as the context in which they were achieved. These goals and objectives are set in the first quarter of each year and performance against them is assessed atyear-end. See “Compensation Determination Process” beginning on page 63.66. For Messrs. Fink and Kapito, the Compensation Committee determines the appropriate pay mix between cash and equity for their annual incentive awards. For the other NEOs, annual incentive awards are subject to deferral percentages, in accordance with the Company-wide deferral policy. Deferral amounts follow a step-function approach, starting at 15% of the total award and increasing to 70% of the total award for the portion of the bonus in excess of $10 million. |
| (1) | For 20182019 deferred equity, the award value was converted into a number of RSUs by dividing the award value by $410.315,$533.58, which represented the average of the high and low prices per share of common stock of BlackRock on January 17, 2019.16, 2020. |
62BLACKROCK, INC. 20192020 PROXY STATEMENT59
Compensation Discussion and Analysis | Compensation Elements | | | | | | | | Element/How it is Paid | | Purpose | | Description | Long-Term Incentive Award BlackRock Performance Incentive Plan (BPIP) (Performance-Based RSUs) Terms: The target BPIP Award value is converted into a base number of RSUs using a conversion price.(1) The final number of RSUs delivered at settlement is variable based on certain financial metrics achieved over a three-year performance period. Dividend equivalents accumulate during the vesting period and are paid in cash after the performance period with respect to the number of shares that are delivered in settlement of the award. Expense, based on the expected number of awards to be delivered, is recognized over the vesting period. | | To recognize the scope of an individual employee’s role, business expertise and leadership skills. To recognize prior year performance and anticipate continued performance and long-term focus over a multi-year period. Aligns the interests of senior-level employees with those of shareholders by aligning compensation with long-term drivers of shareholder value. | | While no specific formulas or weights are used to determine the size of long-term incentive awards, theThe Compensation Committee considers the role and influence of the NEO on setting long-term strategy and in executing long-term objectives in determining individual award amounts.amounts, although no specific formulas or weights are used to determine the size of a long-term incentive award. See “Compensation Determination Process” beginning on page 63.66.
The performance-based RSUs are settled in a number of shares of common stock that is determined based on the level of attainment ofpre-established Organic Revenue growth and operating margin,Operating Margin, as adjusted, targets over a three-year performance period. The maximum number of shares that may be earned under the program is equal to 165% of the base number of RSUs granted. No shares will be earned in the event of negative Organic Revenue growth and operating margin,Operating Margin, as adjusted, below a threshold level of performance over a three-year performance period. More details on the 2019 BPIP Awards are provided below. |
| (1) | For 20182019 BPIP Awards, the award value was converted into a base number of RSUs by dividing the award value by $410.315,$533.58, which represented the average of the high and low prices per share of BlackRock common stock on January 17, 2019.16, 2020. |
BlackRock Performance Incentive Plan (BPIP) BlackRock believes in aligning the interests of our senior-level employees, including our NEOs, with those of our shareholders and in closely aligning compensation with long-term performance. BPIP was designed to further align compensation with BlackRock’s framework for long-term shareholder value creation. A portion of each NEO’s incentive compensation for 2019 was provided in the form of a BPIP Award granted in January 2020. In addition to recognizing an NEO’s performance in the prior year, the BPIP Awards are intended to incent continued performance and focus over a multi-year period. BlackRock is focused on balancing investment to drive future Organic Revenue growth and the impact those investments have on Operating Margin, as adjusted. In January 2015,Each year, the Compensation Committee approvedapproves the BPIP Awards and Award Determination Matrix, following a comprehensive review of future performance goals and expectations, potential pay outcomes for employees, shareholder input and market trends. BPIP was designed to further align compensation with management’s long-term creation of shareholder value.
Each NEO was granted a BPIP Award in January 2016, 2017 and 2018 as part of the individual’s incentive compensation for their 2015, 2016 and 2017 performance, respectively. Similarly, a portion of each NEO’s incentive compensation for 2018 was in the form of a BPIP Award granted in January 2019. In addition to recognizing an NEO’s performance in the prior year, the BPIP Awards are intended to incentivize continued performance and long-term focus over a multi-year period. The January 2019 BPIP grants (for 2018 performance) are described in further detail below. BlackRock is focused on achieving the right balance of investing to drive future growth in Organic Revenue, and the impact those investments have on our expense base and operating margin, as adjusted.
BPIP Awards are granted in the form of RSUs that vest after three years. The number of shares vesting under BPIP is based on the attainment of specified levels of Organic Revenue growth and operating margin,Operating Margin, as adjusted, over athe three-year performance period. Awards are settled in the form of common stock. The 2019 BPIP Award Determination Matrix (performance period beginning January 1, 2020 and ending on December 31, 2022) is outlined below. Additionally, we have included the actual performance and payout for the 2016 BPIP Award, which vested on January 31, 2020 (performance period began January 1, 2017, and ended on December 31, 2019). 60BLACKROCK, INC. 20192020 PROXY STATEMENT63
Compensation Discussion and Analysis | BlackRock Performance Incentive Plan (BPIP) | BPIP Financial Metrics BPIP is tied to two key drivers of shareholder value – Organic Revenue growth and Operating Margin, as adjusted, over a three-year performance period – that are directly influenced by BlackRock’s senior-level employees across market cycles. • Organic Revenue growth is a measure of the expected annual revenue impact of BlackRock’s total net new business in a given year, including net newAladdin revenue,newtechnology servicesrevenue, excluding the effect of market appreciation/(depreciation) and foreign exchange. Organic Revenue is not directly correlated with the actual revenue earned in sucha given year. • Operating Margin, as adjusted, is a measure of BlackRock’s ability to efficiently manage our expense base in the context of the revenue we generate. |
Similar to previous2019 BPIP Awards,Award Determination Matrix
Performance Period (2020-2022) For the January 2019 BPIP Awards have a three-year performance period that commenced ongranted in January 1, 2019 and end on December 31, 2021. Each BPIP Award consists of a “base” number of RSUs granted to the recipient. Distributions will be in the form of common stock. BPIP Award Determination
For the January 2019 BPIP Awards,2020, the number of shares that a recipient ultimately receives upon settlement will be equal to the base number of RSUs granted, multiplied by a percentage determined in accordance with the January 2019 BPIP Award Determination Matrix below. The percentage will be determined by BlackRock’s average annual average Organic Revenue growth and Operating Margin, as adjusted, during the performance period; performance between two adjacent points on the matrix will be extrapolated.interpolated.
A summary version of the matrix for the January 2019 BPIP Awards granted in January 2020 is set forthshown below. 2018 BPIP Award Determination Matrix
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3-yr Average Organic Revenue ($M) | | | | | | | | | | | | 3-yr Average Op Margin, as Adjusted | | <=0 | | | 250 | | | 450 | | | 650 | | | >=850 | | | | | | | | | | | | >=49.0% | | | 100% | | | | 118% | | | | 133% | | | | 149% | | | | 165% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47% | | | 83% | | | | 107% | | | | 122% | | | | 138% | | | | 154% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45.0% | | | 67% | | | | 94% | | | | 111% | | | | 127% | | | | 143% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43.0% | | | 50% | | | | 78% | | | | 100% | | | | 116% | | | | 133% | | | | Target Level | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41.0% | | | 33% | | | | 61% | | | | 83% | | | | 105% | | | | 122% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39.0% | | | 17% | | | | 44% | | | | 67% | | | | 92% | | | | 111% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | <=37.0% | | | 0% | | | | 28% | | | | 50% | | | | 75% | | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3-yr Average Organic Revenue growth ($ million) | | | | | | | | | | | | 3-yr Average Operating Margin, as Adjusted | | <=0 | | | 400 | | | 600 | | | 800 | | | >=1,000 | | | | | | | | | | | | >=50.5% | | | 100% | | | | 122% | | | | 133% | | | | 149% | | | | 165% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 48.5% | | | 83% | | | | 111% | | | | 122% | | | | 138% | | | | 154% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46.5% | | | 67% | | | | 100% | | | | 111% | | | | 127% | | | | 143% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 44.5% | | | 50% | | | | 83% | | | | 100% | | | | 116% | | | | 133% | | | | Target Level | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 42.5% | | | 33% | | | | 67% | | | | 83% | | | | 105% | | | | 122% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40.5% | | | 17% | | | | 50% | | | | 67% | | | | 92% | | | | 111% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | <=38.5% | | | 0% | | | | 33% | | | | 50% | | | | 75% | | | | 100% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
If target levelTarget Level performance is achieved (i.e., during the three-year performance period, BlackRock has average annual Organic Revenue equal to $450growth equals $600 million and average annual Operating Margin, as adjusted, equal to 43.0%equals 44.5%), then a participant will receive a number of shares equal to 100% of the base number of units granted to the participant. If during the three-year performance period, BlackRock has zero or negative average annual Organic Revenue growth and average annual Operating Margin, as adjusted, of 37.0%38.5% or less, then the participant will not be entitled to a distribution of any shares under his or her 20192020 BPIP Award. If maximum level performance is achieved, then a participant will receive the maximum number of shares (meaning that during the three-year performance period, BlackRock were to deliverdelivered average annual Organic Revenue growth equal to or greater than $1 billion and an average annual Operating Margin, as adjusted, equal to or greater than 50.5%). The maximum number of $550shares a participant may receive under BPIP is equal to 165% of the base number of units. 2016 BPIP Award: Actual Performance and Payout Performance Period (2017-2019) For the 2016 BPIP Awards granted in January 2017 as part of 2016 NEO incentive compensation, the number of shares that a recipient received upon settlement was equal to the base number of RSUs granted, multiplied by 110.9%, which was determined in accordance with the 2016 BPIP Award Determination Matrix. The percentage was determined by BlackRock’s average annual Organic Revenue growth and Operating Margin, as adjusted, during the January 1, 2017 to December 31, 2019 performance period. BlackRock achieved above Target Level results in the 2017-2019 performance cycle, with three-year average annual Organic Revenue growth of $466 million and average Operating Margin, as adjusted, of 43.0%, then a participant receiving a BPIP Award valued44.0%. This resulted in the recipients’ award units settling at $2 million in January 2019 would receive a distribution of 5,264 shares, or 108%110.9% of the base number of RSUsunits granted. Outlined below is an example of how this above-target level achievement would be calculated. 64BLACKROCK, INC. 20192020 PROXY STATEMENT61
Compensation Discussion and Analysis | BlackRock Performance Incentive Plan (BPIP) January 2019 BPIP Grant:Actual Payout – Example
| | | | | | | | BPIP Award Value | | | $2,000,0002 million | | | | For Performance Year 20182016 and in anticipation of continued performance and long-term focus over a multi-year period | | | | | | | | | | | | | Conversion Price | | | $410.315375.22 | | | | The average of the high and low prices per share of common stock of BlackRock on January 17, 20192017 (the grant date) | | | | | | | | | | | | | Base number of units granted | | | 4,8745,330
| | | | Determined by dividing the dollar value of the recipient’s award by the conversion price | | | ($2,000,000 / $410.315)$375.22) | | | | | | | | | | HypotheticalActual Performance Results(1)
| | | $550M466 million | | | | Jan 1, 20192017 to Dec 31, 20212019(3-year)(three-year) average Organic Revenue growth | | | (i.e., above target)Target Level of $400 million) | | | | Jan 1, 20192017 to Dec 31, 20212019(3-year)(three-year) average Operating Margin, as adjusted | |
| 43.0%44.0%
(i.e., at target)above Target Level of 43%) |
| | | | | | | | | Resulting Award Payout (%) Based on Award Determination Matrix | | | 108%110.9%
| | | | | | | | | | Resulting Award Payout (Number of units) | | | 5,2645,911
| | | | Base number of units granted x Award Payout (%) | | | (4,8745,330 x 108%110.9%) | | | | | | | |
| (1) | For further details on the 2016 BPIP Awards granted in January 2017, including the full Award Determination Matrix, please refer to page 53 of BlackRock’s 2017 Proxy Statement. |
If maximum level performance is achievedLeadership Retention Carry Plan
In 2019, BlackRock adopted a carried interest incentive program, referred to as the BlackRock Leadership Retention Carry Plan, pursuant to which senior-level employees (excluding the CEO), thenas may be determined by the Compensation Committee from time to time, are eligible to receive grants of percentage points entitling them to receive a participant will receiveportion of the maximum numbertotal carried interest distributions payable to BlackRock, Inc. from participating BlackRock carry funds. Participating carry funds consist of shares (meaningBlackRock carry vehicles that had an initial close during the performance period BlackRock delivered average Organic Revenue equal to or greater than $850 million and average Operating Margin, as adjusted, equal to or greater than 49.0%).The maximum numbercommencing in the year of shares a participant may receive under BPIP is equal to 165%grant of the base numberpercentage points and ending on the date of units.the participant’s termination of employment. In 2019, Mr. Kapito received an award of percentage points under the BlackRock Leadership Retention Carry Plan in order to promote his long-term retention and drive future growth. Carried interests generally represent the right to receive distributions only if distributions are made to investors in the participating carry funds following the realization of an investment and a specified return is achieved with respect to such investments. Consequently, the actual amount of any potential carried interest distributions received by BlackRock, Inc., and therefore any participant in the BlackRock Leadership Retention Carry Plan, is solely a function of the performance of the eligible carry fund and the realization of its underlying investments. For these reasons, the Compensation Committee believes that participation in the BlackRock Leadership Retention Carry Plan aligns the interests of participants with those of our shareholders by closely aligning compensation with the long-term performance of our business. Recognizing the long-term nature of private investment funds, the cash distributions, if any, with respect to any percentage points granted under the BlackRock Leadership Retention Carry Plan will only be paid over a multi-year period beginning after the participant has terminated his or her employment due to qualified retirement (or by virtue of death or disability), subject to his or her execution of a release of claims and continued compliance with any applicable restrictive covenant obligations following such qualifying termination. Participants will not receive any cash distributions in the event of a termination of employment for any other reason. Any payments received under the BlackRock Leadership Retention Carry Plan will be treated as ordinary income and not long-term capital gains. Performance-Based Stock Options BlackRock has a robust leadership plan that is reviewed regularly by the Compensation Committee and the full Board, including ongoing succession planning and development initiatives for the senior leadership team. In the fourth quarter of 2017, BlackRock implemented a key strategic partcomponent of our long-term management succession plansplan by granting long-term incentive awards in the form of performance-based stock options to a select group of senior leaders, excluding the CEO and President, who we believe will play critical roles in BlackRock’s future. We did not grant performance-based stock options to any of our NEOs in 20182019 and we do not consider these awards to be part of our regular annual compensation determinations. 62BLACKROCK, INC. 20192020 PROXY STATEMENT65
Compensation Discussion and Analysis | 3. Compensation Determination Process 3. Compensation Determination Process Compensation Timeline and Process The Compensation Committee structures the timing and process for determining individual NEO compensation so that compensation is appropriately aligned with the financial performance of BlackRock. This also ensures recognition of individual NEO leadership and operating contributions toward achieving our overall strategic priorities. 
January-March Review annual budget and operating goals Set annual CEO goals and objectives Determine BPIP award determination matrix for new three-year performance cycle March-December Receive and review Management's reporting of year-to-date financial performance relative to peers, goals and market context Receive and review Management's reporting of progress toward business and organizational objectives Review market compensation trends and other intelligence, including Consultant reports Receive the CEO's performance reviews for all individual NEOs against business goals and objectives January of following year Review Company year-end financial and operating performance, with reference to goals, peers, and market context Determine final total incentive award amounts for the CEO, President and NEOs based on financial performance, business strength and organizational strength, supported by performance measures. Determine equity awards with consideration of full-year NEO performance assessments Ensure compensation outcomes that reflect commitment to aligning pay with performance, and to awarding pay packages that are more than 90% performance-based and "at risk" January March Review annual budget and operating goals. Engage with management in a rigorous review and approval of annual objectives for the CEO, President and other NEOs, which include nancial performance objectives, business strengths objectives and organizational strength objectives. Determine BPIP award determination matrix for new three-year performance cycle. REVIEW Compensation Committees Pay Determination Processes (aligning performance and pay decisions) APPROVE January of following year Review Company year-end nancial and operating performance, with reference to goals, peers, and market context. Determine and approve total incentive award amounts (0-125% of total incentive from the previous year) for the CEO, President and other NEOs based on performance assessment. Ensure compensation outcomes reflect a commitment to aligning pay with performance, and to awarding pay packages that are performance-based and at risk. EVALUATE March December Review Managements reporting of YTD financial performance relative to peers, goals and market context. Review Managements reporting of progress toward business and organizational objectives. Review market compensation trends and other intelligence, including Compensation Consultant reports. Assess CEO, President and other NEOs performance based on nancial performance (50%), business strengths (30%) and organizational strengths (20%).
66BLACKROCK, INC. 20192020 PROXY STATEMENT63
Compensation Discussion and Analysis | Competitive Pay Positioning – Market Data Competitive Pay Positioning – Market Data ManagementBlackRock engages McLagan Partners (“McLagan”), a compensation consultant that specializes in conducting proprietary compensation surveys and interpreting compensation trends. ManagementThe Company used McLagan surveys to evaluate BlackRock’sits competitive position overall, as well asincluding by functional business and by title, and make comparisons on an individual NEO basis, where survey data was available and appropriate.
Survey results were analyzed to account for differences in the scale and scope between BlackRock and other survey participants. Survey participants include both stand-alone, publicly traded asset management companies as well as a broader set of privately held or subsidiary asset management organizations for which publicly available compensation data is not available. Confidentiality obligations to McLagan and to its survey participants prevent BlackRock from disclosing the companies included in the surveys. The Compensation Committee reviews market data to understand compensation practices and trends in the broader marketplace. Individual NEO compensation decisions are primarily based on assessments of individual NEO and Company performance. Role of the Compensation Consultant In 2018,2019, the Compensation Committee continued to engage Semler Brossy for objective advice on compensation practices and the competitive landscape for the compensation of BlackRock’s executive officers. Semler Brossy reports directly to the Compensation Committee and interacts with BlackRock management when necessary and appropriate. Semler Brossy provides services only to the Compensation Committee as an independent consultant and does not have any other consulting engagements with, or provide any other services to, BlackRock. The independence of Semler Brossy has been assessed according to factors stipulated by the SEC and the Compensation Committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Compensation Committee. A representative from Semler Brossy met with the Compensation Committee in formal Committee meetings and at key points throughout the year to provide objective advice to the Compensation Committee on existing and emerging compensation practices among financial services companies, as well as companies in the asset management sector. The representative from Semler Brossy also meets with the Compensation Committee in executive sessions throughout the year to discuss compensation practices and industry pay trends. Peer Group Composition The Compensation Committee, with assistance from Semler Brossy, reviews the composition of our peer group to ensure the group continues to serve as an appropriate market reference for executive compensation purposes. In considering the composition of our peer group, the Compensation Committee considers companies that are in our industry or have similar lines of business, are competitors for our executive talent, are large, complex organizations with global reach and/or are similarly sized from a revenue and market cap perspective. Our peer group reflects our current scale, business and strategic priorities. 20182019 PEER GROUP
| | | | | Affiliated Managers Group Ameriprise Financial Bank of New York Mellon Charles Schwab | | Franklin Resources Goldman Sachs Invesco Morgan Stanley | | Northern Trust State Street T. Rowe Price Group |
As previously noted, the McLagan analyses, which include both publicly traded companies as well as private companies in a variety of industries and sectors, offer additional comparisons through which BlackRock can understand the competitiveness of its executive compensation programs overall, by functional business and by title/individual. Semler Brossy independently reviewed the results and the companies included in the McLagan analyses. BlackRock does not engage in formal benchmarking in setting executive compensation levels. 64BLACKROCK, INC. 20192020 PROXY STATEMENT67
Compensation Discussion and Analysis | Risk Assessment of Compensation Plans Risk Assessment of Compensation Plans Our employee compensation program isprograms are structured to discourage excessive and unnecessary risk taking. The Board recognizes that potential risks to BlackRock may be inherent in employee compensation programs. The BoardCompensation Committee periodically reviews BlackRock’s executiveemployee compensation program annuallyprograms to ensure that it isthey are structured so as not to unintentionally promote excessive risk taking. As a result of this annual review,these periodic reviews, we believe that theour employee compensation plansprograms are appropriately structured and do not pose risks that couldare reasonably likely to have a materially adverse effect on BlackRock. The Compensation Committee considers the following when evaluating whether employee compensation plans and policiesprograms encourage BlackRock employees to take unreasonable risks: Performance goals that are reasonable in light of past performance and market conditions; Longer-term expectations for earnings and growth; The base salary component of compensation does not encourage risk taking because it is a fixed amount; A greater portion of annual compensation is deferred at higher annual incentive award levels; and Deferred compensation is delivered in the form of equity, vests over time, and the value is therefore dependent on the future performance of BlackRock.BlackRock; and BlackRock’s Clawback Policy and stock ownership guidelines. Essential to the success of BlackRock’s business model is the ability to both understand and manage risk. These fundamentals are inherent in the design of our employee compensation programs, which reward employees for strong performance in their management of client assets and in managing risk within the risk profiles appropriate to each BlackRock client. As such, employees are not rewarded for engaging in high-risk transactions outside of established parameters. Our compensation practices reinforce the fundamentals of BlackRock’s business model in that they: Do not provide undue incentives for short-term planning or action toward short-term financial rewards; Do not reward unreasonable risk-taking; and Provide a reasonable balance between the risks that are inherent in the business of investment management, risk management and advisory services. The Company’s operating income, as adjusted, on which compensation is primarily based, does not include net investment income or gains/losses on BlackRock’s seed orco-investments. While BlackRock may make seed orco-investments in its various funds alongside clients, it does not engage in proprietary trading. 68BLACKROCK, INC. 20192020 PROXY STATEMENT65
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries 4. 20182019 NEO Compensation and Performance Summaries
Linking Pay and Performance Here we provide the 20182019 NEO performance assessments and total incentive award decisions As outlined in “Our Compensation Framework” on page 56,59, the Compensation Committee extended the total compensation framework, that in previous years applied to only our CEO and President, to include all NEOs for 2018. Under this revised framework,assesses each NEO is assessed against financial performance objectives (50%), business strength objectives (30%) and organizational strength objectives (20%). The performance assessments have a direct link to the total incentive outcome (annual discretionary cash award, annual discretionary deferred equity award, and long-term equity awards) for each NEO. 66BLACKROCK, INC. 20192020 PROXY STATEMENT69
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | Laurence D. Fink Chairman and CEO | | | | 2018 Compensation | | | | | | | | Responsibilities: Mr. Fink develops and guides BlackRock’s long-term strategic direction to deliver value for clients and shareholders. He is responsible for senior leadership development and succession planning, defining and reinforcing BlackRock’s mission and culture, and engaging with key strategic clients, industry leaders, regulators and policy makers. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 1,500 | | | | | | | | Annual Incentive Award – Cash | | $ | 7,750 | | | | | | | | Annual Incentive Award – Equity | | $ | 4,250 | | | | | | | | Long-Term Incentive Award | | $ | 10,500 | | | | | | | | Total Annual Compensation | | $ | 24,000 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Laurence D. Fink Chairman and CEO | | | | 2019 Compensation | | | | | | | | Responsibilities: Mr. Fink guides and oversees BlackRock’s long-term strategic direction to deliver value for clients and shareholders. He is responsible for senior leadership development and succession planning, defining and reinforcing BlackRock’s mission and culture, and engaging with key strategic clients, industry leaders, regulators and policy makers. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 1,500 | | | | | | | | Annual Incentive Award – Cash | | $ | 7,750 | | | | | | | | Annual Incentive Award – Equity | | $ | 4,250 | | | | | | | | Long-Term Incentive Award | | $ | 11,750 | | | | | | | | Total Annual Compensation | | $ | 25,250 | | | | | | | | | | | | | | |
| | Overall Assessment: Partially MeetsMeets/Exceeds In 2018, BlackRock expanded operating margin, executed on key strategic initiatives, made significant progress towards inclusionMr. Fink led the successful execution of BlackRock’s strategy throughout 2019, which delivered strong financial results, record net inflows and diversity objectives, and outperformed ouroverall outperformance relative to Traditional LC Peers(2). He drove the firm’s focus on delivering differentiated solutions to clients and oversaw continued investments in light of a difficult market environment. Nonetheless, duekey growth areas, includingiShares, illiquid alternatives and technology, to BlackRock’s financial performance relative to expectationsmeet clients’ changing needs. Mr. Fink increased his focus on Organizational Strength, where the firm faced challenges in its leadership and underperformance in alpha-generating products,employee representation. Overall, the Compensation Committee’s assessment of Mr. Fink’s performance resulted in a Partially MeetsMeets/Exceeds determination. Based on the performance assessment, the Compensation Committee set Mr. Fink’s 20182019 total compensation at $24$25.25 million, down 14%up 5% from 2017.2018.
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| | Compensation Scorecard | Compensation Scorecard | Compensation Scorecard | | | | | | | | | Performance
Category | | Performance Highlights | | Assessment | | Performance Highlights | | Assessment | | | | | | | Financial Performance
| | | | • Under Mr. Fink’s leadership, BlackRock generated organic growth, increased year-over-year revenue, expanded operating margin and grew EPS in 2018, despite meaningful headwinds in the asset management industry. • Deep client relationships and a solutions-based approach drove long-term organic asset growth of 2% in 2018, compared to large cap asset management peers, which saw organic decay on average. • Under Mr. Fink’s leadership, BlackRock was able to generate consistent growth and financial results despite market volatility, once again resulting in a 50% P/E multiple premium versus large cap asset management peers at 2018 year end. | | Partially Meets | | | | • Achieved record-high revenue and earnings growth in 2019, despite entering the year with lower AUM as a result of significant fourth quarter 2018 market volatility. • Generated record annual net inflows of $429 billion, representing 7% organic asset growth and 5% organic base fee growth. • Continued to generate differentiated organic growth and financial results, leading to stock price outperformance and a 50% P/E multiple premium versus Traditional LC Peers at 2019 year-end. | | Meets/Exceeds | | | | | Measures | | BlackRock Performance | | | | | | Measures | | BlackRock Performance | | | | | | | 2017 | | 2018 | | | | | | 2018 | | 2019 | | | | | | | Net New Base Fee Growth | | 7% | | 2% | | | | | | Net New Base Fee Growth | | 2% | | 5% | | | | | | | Operating Income, as adjusted(1) ($m) | | $5,269 | | $5,531 | | | | | | Operating Income, as adjusted(1) ($ million) | | $5,531 | | $5,551 | | | | | | | Year-over-year change | | +13% | | +5% | | | | | | Operating Margin, as adjusted(1) | | 44.3% | | 43.7% | | | | | | | Operating Margin, as adjusted(1) | | 44.1% | | 44.3% | | | | | | Diluted Earnings Per Share, as adjusted(1) | | td6.93 | | td8.48 | | | | | | | | Year-over-year change | | +30bps | | +20bps | | | | | | | | Share Price Data | | BlackRock | | Traditional LC Peers(2) Average | | | | | | | | | | Diluted Earnings Per Share, as adjusted(1) | | $22.49 | | $26.93 | | | | | | | | NTM P/E Multiple(3) | | 16.5x | | 10.0x | | | | | | | | | | Year-over-year change | | +17% | | +20% | | | | | | | | % Change in Share Price vs. Prior Year | | +28% | | +14% | | | | | | | | | | Share Price Data | | BlackRock | | Traditional LC Peers(2) Average | | | | | | | | | | | | | | | | NTM P/E Multiple(3) | | 14.2x | | 9.3x | | | | | | | | | | | Annual appreciation/depreciation | | -24% | | -31% | | | | | | | | | | | | | | |
| (1) | Amounts are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
(3) | Next Twelve Months (“NTM”) P/E multiple refers to the Company’s share price as of December 31, 2018 divided by the consensus estimate of the Company’s expected earnings over the next 12 months. Sourced from Factset.
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| (2) | Traditional LC Peers refers to Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Eaton Vance, Invesco, Legg Mason and T. Rowe Price. |
| (3) | NTM P/E multiple refers to the Company’s share price as of December 31, 2019, divided by the consensus estimate of the Company’s expected earnings over the next 12 months. Sourced from Factset. |
70BLACKROCK, INC. 20192020 PROXY STATEMENT67
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | | | | | Performance
Category | | Performance Highlights | | Assessment | Business Strength
 | | Deliver Superior Client Experience
• Long-term performance remains strong over the 3-yr and 5-yr period, although there were 1-year performance pressures across the alpha-seeking investments platform.Solve for clients’ evolving needs
• In a difficult market environment,partnership with Mr. Fink ledKapito, drove strong long-term investment performance across BlackRock’s increased focus on providing holistic, client-centric solutions through innovative portfolio construction across its diverse platform.active platform, with 86%, 76% and 84% of Taxable Fixed Income, Fundamental Equity and Systematic Equity products, respectively, above benchmark or peer median for the trailing three-year period. • Mr. Fink met with over 300 strategic clients, sharing insights from his engagementsOversaw the acquisition of eFront, strengthening BlackRock’s ability to take a whole portfolio approach in managing assets and enhancingAladdin’salternative investment capabilities for clients. • Engaged in more than 400 client meetings and external events with institutions, governments and central banks around the world. He oversawworld bringing relevant perspectives back to the progress against strategic initiatives, through both organicbusiness and inorganic investments,increasing BlackRock’s ability to position BlackRock for long-term growth. He continuesrespond to serve BlackRockclient needs. • Continued to deepen client partnerships and its clientsserve as a key thought leader in the broader financial services industry.for BlackRock’s clients and shareholders. | | | | Partially MeetsFar Exceeds
| | | | | | | | | | | | Drive Organization DisciplineSharpen execution and accountability
• Mr. Fink oversaw progressSimplified BlackRock’s operating model through a firm re-organization and the regionalization of our strategic initiatives, through both organic and inorganic investment, that support BlackRock’s long-terminstitutional client businesses. These changes allowed BlackRock to allocate resources to the highest growth drivers and innovative investment solutions, includingareas, while ensuring the acquisitionsconsistent delivery of Citibanamex Asset Management and Tennenbaum Capital Partners.the entire platform. • With Mr. Fink’s engagement,Recognizing shifts in client demand, drove BlackRock Global iShares generated 10% organic growthto leverage its scale and expertise to deliver outsourced Chief Investment Officer (“OCIO”) solutions and cash management solutions for 2018clients, resulting in 2019 net inflows of $16 billion and maintained the #1 market share of ETF AUM and net flows globally.$93 billion, respectively. | | | | | | | | Lead in a Changing Worldchanging world • In partnership with Mr. Goldstein, Mr. Fink advanced BlackRock’s tech2020 strategyContinued to oversee investments in three future growth areas, includingiShares, illiquid alternatives and delivered a 19% increase in technology services revenue year-over-year.technology. • He oversaw the expansionOversaw significant momentum in illiquid alternatives, generating $14 billion of BlackRock’s technology portfolio with minority investments in Acornsnet inflows, driven by demand for infrastructure, real estate, Long Term Private Capital (“LTPC”) and Envestnet and continued investment in Aladdin Wealth and digital distribution tools like Advisor Center, iRetire and Cachematrix.private credit. • Mr. Fink continuedGuided Mark Wiedman, Head of International and of Corporate Strategy, in the formation of a task force to exemplify strong executionaccelerate BlackRock’s focus on sustainable investing at the core of long-term strategyrisk management, portfolio construction, product design and sustainability standards, overseeing the expansion of the BlackRock Investment Stewardship team to adapt to a variety of political, economic, and regulatory changes shaping the financial services industry on behalf of our clients.company engagement. | | | | | Organizational
Organizational Strength
 | | Drive High PerformanceAttract and inspire talent
• As ChairmanElevated leaders into key roles, including naming Mark Wiedman Head of International and CEO, Mr. Fink drove performance excellence through the Global Executive Committee, emphasizing the importance of differentiationCorporate Strategy, Mark McCombe Chief Client Officer and meritocracy.Salim Ramji Head of ETF and Index Investments. • Mr. Fink ledDirectly involved in improving succession planning efforts through the ongoing build outcreation of the BlackRock Academies, a suiteTalent Bench Reviews, which provide deeper insights into potential leadership successors and increased ownership of tailored learning platforms designed to build mastery of key subject areas amongsuccession plans. • Created an environment and mechanisms that enable employees to improve talent development,provide feedback. As measured by BlackRock’s 2019 Employee Opinion Survey, employee engagement remains high with over 90% participation and better serve clients.70% of employees showing positive scores in engagement. | | | | Meets/ExceedsPartially Meets
| | | BuildDevelop a More Diversemore diverse and Inclusive Cultureinclusive culture
• Mr. Fink fostered a collaborativeContinued to emphasize the importance of inclusion and inclusive culturediversity through employee engagementmultiple firmwide initiatives such asfocused on increasing diverse representation at the firm’s Knowing BlackRock program and diverse range of affinity networks.firm. • He drove expandedExpanded female representation at the senior level from 28.4% to 28.9% at the firm. However, missed the publicly-stated goal of 30% of female and ethnically diverse employees across BlackRockrepresentation in 2018.senior roles by 2020. • UnderIn partnership with Mr. Fink’s leadership, as measured byKapito, exited two executives for personal conduct violations. These departures were necessary to uphold BlackRock’s 2018 Employee Opinion Survey, employee engagement remains strong, with strong positive scores in engagement (83%), enablement (71%), and satisfaction (79%). | | | | Develop Great Managers and Leaders
• Mr. Fink continued to drive the Company’s succession planning, refreshing succession plans for more than 100 key roles through a robust, peer-reviewed process and further deepened focus on executive development.principles.
| | |
68BLACKROCK, INC. 20192020 PROXY STATEMENT71
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | Robert S. Kapito President | | | | 2018 Compensation | | | | | | | | Responsibilities: Mr. Kapito is responsible for executing BlackRock’s strategic plans and overseeing the global business operations of the Company. He ensures connectivity and coordination of operating processes across all groups in the organization, in part through his leadership, along with Mr. Goldstein, of the Global Operating Committee. He is also responsible for spearheading initiatives to drive investment performance and the results within each of BlackRock’s businesses. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 1,250 | | | | | | | | Annual Incentive Award – Cash | | $ | 6,250 | | | | | | | | Annual Incentive Award – Equity | | $ | 3,500 | | | | | | | | Long-Term Incentive Award | | $ | 8,000 | | | | | | | | Total Annual Compensation | | $ | 19,000 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Robert S. Kapito President | | | | 2019 Compensation | | | | | | | | Responsibilities: Mr. Kapito is responsible for executing BlackRock’s strategic plans and overseeing the global business operations of the Company. He ensures connectivity and coordination of operating processes across all groups in the organization, in part through his leadership, along with Mr. Goldstein, of the Global Operating Committee. He is also responsible for spearheading initiatives to drive investment performance and the results within each of BlackRock’s businesses. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 1,250 | | | | | | | | Annual Incentive Award – Cash | | $ | 6,250 | | | | | | | | Annual Incentive Award – Equity | | $ | 3,500 | | | | | | | | Long-Term Incentive Award | | $ | 8,950 | | | | | | | | Total Annual Compensation | | $ | 19,950 | | | | | | | | | | | | | | |
| | Overall Assessment: Partially MeetsMeets/Exceeds In 2019, Mr. Kapito’s assessment reflects the same positive overall firm performance as Mr. Fink’s with the additional emphasis on operational processes across the firm, as well asKapito fostered key client relationships and led strong long-term investment performance across BlackRock’s businesses. He played a critical role in several firmwide strategic initiatives, including the realignment of BlackRock’s global institutional client segments. Mr. Kapito led a renewed focus on Organizational Strength and diversity objectives. Nonetheless, due to BlackRock’s financial performance relative to expectations and underperformance in alpha-generating products,culture at the firm. Overall, the Compensation Committee’s assessment of Mr. Kapito’s performance resulted in a Partially MeetsMeets/Exceeds determination. Based on the performance assessment, the Compensation Committee set Mr. Kapito’s 20182019 total compensation at $19$19.95 million, down 14%up 5% from 2017.2018. |
| | Compensation Scorecard | Compensation Scorecard | Compensation Scorecard | | | | | | | Performance
Category | | Performance Highlights | | | | | | | | | | | | Assessment | | Performance Highlights | | | | | | | | | | | | Assessment | Financial Performance
| | | | | | | | | | | | | | Partially Meets | | | | | | | | | | | | | | Meets/Exceeds | | | | | • Mr. Kapito’s operational responsibility for BlackRock’s distribution channels and client-facing businesses contributed to BlackRock’s positive organic growth. His day-to-day oversight of the firm was instrumental in expanding BlackRock’s Operating Margin. • Mr. Kapito’s operational responsibility for BlackRock’s distribution channels and client-facing businesses contributed to BlackRock’s positive organic asset growth of 2%. • His day-to-day oversight of the firm was instrumental in expanding BlackRock’s operating margin. | | | | | | • Mr. Kapito’s operational responsibility for BlackRock’s distribution channels and client-facing businesses, including maintaining relationships with key intermediary partners, contributed to 7% organic asset growth and 5% organic base fee growth. • Guided robust and efficient processes and leadership for the oversight and management of record AUM of $7.43 trillion, including nearly td trillion in active, nearly $5 trillion iniShares ETFs & Index and nearly $550 billion in cash management strategies. • Led industry growth and adoption of key ETF categories, resulting in BlackRock’s record td12 billion of net inflows in fixed income ETFs, while also capturing the #1 share in industry factor and sustainable ETF flows. • Delivered on day-to-day oversight of the firm’s business operations, partnering with Mr. Goldstein and Mr. Shedlin to manage an Operating Margin, as adjusted, of 43.7%, down 60 basis points from 2018. The decrease reflected BlackRock’s strategic decision to continue investing responsibly in 2019, despite the growth challenges of entering 2019 with headwinds created by market volatility and declines in the fourth quarter of 2018. | | | | | | | Measures | | | | 2017 | | 2018 | | | | | | Measures | | | | 2018 | | 2019 | | | | | | | Operating Income, as adjusted(1) ($m) | | | | $5,269 | | $5,531 | | | | | | Operating Income, as adjusted(1) ($ million) | | | | $5,531 | | $5,551 | | | | | | | Year-over-year change | | | | +13% | | +5% | | | | | | Operating Margin, as adjusted(1) | | | | 44.3% | | 43.7% | | | | | | | Operating Margin, as adjusted(1) | | | | 44.1% | | 44.3% | | | | | | Diluted Earnings Per Share, as adjusted(1) | | | | td6.93 | | td8.48 | | | | | | | Year-over-year change | | | | +30bps | | +20bps | | | | | | | | | | | | | | Diluted Earnings Per Share, as adjusted(1) | | | | $22.49 | | $26.93 | | | | | | | | | | | Year-over-year change | | | | +17% | | +20% | | | | | | | | | | | | | | | | | Business
Strength
| | | | Deliver Superior Client Experience • Mr. Kapito continued to oversee initiatives to drive investment performance. Despite more recent underperformance in the alpha-generating platform, delivered strong long-term performance over the 3-yr and 5-yr period. • Mr. Kapito’s deep relationships with intermediary partners resulted in several strategic alliances with distribution partners to expand investment offerings to clients. | | | | Partially Meets | | | | Solve for clients’ evolving needs • Led strong long-term investment performance across active products, achieving td10 billion of active net inflows while the industry experienced overall active outflows. | | | | Far Exceeds | | | | | Actively managed AUM above benchmark or peer median | | 1-Yr | | 3-Yr | | 5-Yr | | | | Actively managed AUM above benchmark or peer median | | 1-Yr | | 3-Yr | | 5-Yr | | | | | Taxable Fixed Income | | 48% | | 69% | | 82% | | | | Taxable Fixed Income | | 87% | | 86% | | 89% | | | | | Tax-Exempt Fixed Income | | 47% | | 71% | | 76% | | | | Tax-Exempt Fixed Income | | 61% | | 79% | | 77% | | | | | Fundamental Equity | | 50% | | 67% | | 78% | | | | Fundamental Equity | | 71% | | 76% | | 82% | | | | | Systematic Equity | | 32% | | 83% | | 93% | | | | Systematic Equity | | 54% | | 84% | | 82% | | | | | | | | | | | | | | Drive Organization Discipline • Mr. Kapito, in partnership with Mr. Kushel, created the Client Portfolio Solutions group to deliver holistic investment outcomes for clients. • Mr. Kapito played a pivotal role in driving BlackRock’s investment growth strategy, including the acquisition of Tennenbaum Capital Partners to enhance BlackRock’s private credit capabilities. | | | | | | • Oversaw the td.4 billion close of the BlackRock Science & Technology Trust II, BlackRock’s largest closed-end fund launch in the last seven years and the industry’s largest in the last five years. • Continued to play an integral role in expanding client relationships, sponsoring multiple “client summits” across business lines globally. | | | | | | | | Lead in a Changing World • Mr. Kapito emphasized the importance of leveraging data and analytics to develop differentiated solutions across BlackRock’s alpha-seeking and index strategies. He led the focus on developing differentiated sustainable investment solutions, with BlackRock now managing approximately $500bn of AUM and positioned as the largest provider of sustainable ETFs. | | | |
| (1) | Amounts | are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
72BLACKROCK, INC. 20192020 PROXY STATEMENT69
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | Performance
Category | | Performance Highlights | | Assessment | | | Sharpen execution and accountability Organizational• Realigned global institutional client segments and restructured its leadership to drive growth across the Americas, Europe and Asia.
• Streamlined the firm’s product governance structure with more robust product management roles and oversight across asset classes. | | | | | | | Lead in a changing world • Guided BlackRock’s alternatives business into its next phase of growth, through the full integration of Tennenbaum Capital Partners, the close of its Global Credit Opportunities fund and three successful fundraising closes of its LTPC vehicle. | | | | | Organizational Strength
| | Drive High PerformanceAttract and inspire talent
• Mr. Kapito exemplified BlackRock’s high performance culture by emphasizingContinued to lead key programs and committees to engage key talent across the importance of differentiation through performance assessmentsfirm, which proved to be crucial after a firm reorganization early in the year. • Elevated key leaders across the investment businesses and appropriately rewarding individuals for their impact.drove progress in developing deep and diverse succession plans. | | | | Meets/ExceedsPartially Meets
| | | BuildDevelop a More Diversemore diverse and Inclusive Cultureinclusive culture
• Mr. Kapito helped driveContinued to increase BlackRock’s focus on inclusion and diversity, particularly across the increased representation of female and ethnically diverse employees across BlackRock, launching a firm-wide initiative to broadeninvestment teams through the talent pool of diverse investors, build inclusive teams, and grow world class investment professionals. | | | | DevelopGrowing More Great Managers and LeadersInvestors initiative.
• While exemplifying our culture and principles internally, partnered with Mr. Kapito drove a strongFink to exit and diverse pipelinemanage the unplanned departures of BlackRock leaders, launching new cohorts of Enterprise Leadership Acceleration at BlackRock and the Women’s Leadership Forum, internal development programs designed to build a strong and diverse pipeline of BlackRock leaders.two executives for personal conduct violations. | | |
70BLACKROCK, INC. 20192020 PROXY STATEMENT73
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | Robert L. Goldstein COO | | | | 2018 Compensation | | | | | | | | Responsibilities: As COO, Mr. Goldstein is responsible for ensuring that the Company’s investment, client, risk analytics, technology and operating functions have the necessary connectivity, coordination and scalable processes in place to succeed. Mr. Goldstein also leads theBlackRock Solutions business, delivering investment and risk analytics technology to clients. Along with Mr. Kapito, Mr. Goldsteinco-chairs the BlackRock Global Operating Committee. With Mr. Shedlin, he alsoco-chairs the Planning, Budgeting and Alignment Committee, which is responsible for developing the Company’s budget, evaluating new initiatives aimed at driving growth and achieving strategic objectives of the firm. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 500 | | | | | | | | Annual Incentive Award – Cash | | $ | 2,950 | | | | | | | | Annual Incentive Award – Equity | | $ | 2,000 | | | | | | | | Long-Term Incentive Award | | $ | 2,400 | | | | | | | | Total Annual Compensation | | $ | 7,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Robert L. Goldstein COO | | | | 2019 Compensation | | | | | | | | Responsibilities: As COO, Mr. Goldstein is responsible for ensuring that the Company’s investment, client, risk analytics, technology and operating functions have the necessary connectivity, coordination and scalable processes in place to succeed. Mr. Goldstein also leads the BlackRock Solutions (“BRS”) business, delivering investment and risk analytics technology to clients. Mr. Goldstein co-chairs, along with Mr. Kapito, the BlackRock Global Operating Committee. He also co-chairs, along with Mr. Shedlin, the Planning, Budgeting and Alignment (“PBA”) Committee, which is responsible for developing the Company’s budget, evaluating new initiatives aimed at driving growth and achieving strategic objectives of the firm. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 500 | | | | | | | | Annual Incentive Award – Cash | | $ | 2,950 | | | | | | | | Annual Incentive Award – Equity | | $ | 2,000 | | | | | | | | Long-Term Incentive Award | | $ | 4,400 | | | | | | | | Total Annual Compensation | | $ | 9,850 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OverallAssessment: Meets/ Assessment: Far Exceeds In 2019, Mr. Goldstein played a critical role in driving BlackRock’s financial results in 2018. As COO, heGoldstein’s leadership significantly contributed to BlackRock’s overall financial growth and advancement of key technology initiatives. He led the expansionacquisition and integration of BlackRock’s operating margin by 20 basis points,eFront and as Head ofBlackRock Solutions, drove recorda 24% year-over-year increase in technology services revenue. TheHis involvement in key strategic and organizational initiatives had a measurable impact on BlackRock’s success. Overall, the Compensation Committee’s assessment of Mr. Goldstein’s performance resulted in a Meets/Far Exceeds determination, and based on the performance assessment, the Compensation Committee setdetermination. In light of Mr. Goldstein’s expanding responsibilities and the substantial growth of the businesses he oversees, the Committee approved incentive compensation to recognize his high performance for the year and to also acknowledge his larger role. To that end, Mr. Goldstein’s 2019 total compensation was set at $7.85$9.85 million, down 4% from 2017.including incentive pay at 127% of goal, reflecting both a “Far Exceeds” performance determination as well as market movement in his total pay. |
| | | | | | | | Performance Category | | Performance Highlights | | Assessment | Financial Performance 
| | • In his role as COO,Under Mr. Goldstein’s leadership, BlackRock generated a record $974 million of 2019 technology services revenue and 24% year-over-year growth. Mr. Goldstein playedenhanced BlackRock’s range of technology capabilities by enhancing and expandingAladdin to support the entire asset management value chain. He drove the acquisition of eFront and developed a pivotal role in expanding BlackRock’s operating margin by 20 basis points, while continuingpartnership with BNY Mellon to invest in strategic growth areas.deliver integrated technology and servicing capabilities across the investment lifecycle. • He continuedDelivered on day-to-day oversight of the firm’s business operations, partnering with Mr. Kapito and Mr. Shedlin to lead and streamlinemanage an Operating Margin, as adjusted, of 43.7%, down 60 basis points from 2018. The decrease reflected BlackRock’s strategic decision to continue investing responsibly in 2019, despite a more challenging overall revenue capture environment created by market volatility in the business review and budgeting processes, while reducing organizational tax and driving connectivity. • As the Headfourth quarter ofBlackRock Solutions, Mr. Goldstein’s leadership resulted in full-year technology services revenue of $785 million, representing a 19% increase year-over-year.
• He continued to invest in expanding technology solutions, positioning BlackRock as the most comprehensive partner to wealth managers.
• Mr. Goldstein established multiple strategic partnerships to explore innovative technology and retirement solutions. 2018.
| | Meets/Far Exceeds
| | | | | | | | | | Business Strength
| | • As COO, Mr. Goldstein playedwas involved in a pivotal rolevariety of key firm-wide initiatives, including evolving the client experience, managing a firmwide re-organization and opening BlackRock’s Atlanta office. • Increased risk management protocols, enhancing connectivity of risk management groups across the firm and streamlining the firm’s ability to respond to issues effectively and efficiently. • Led the PBA Committee, with co-chair Mr. Shedlin, in several firm-wide strategic initiatives, driving efficiencies through improvementsestablishing a reallocation framework to our Data platform, Alternatives platform, and internalizing research.direct resources into high-growth areas. • As the Head ofBlackRock Solutions,, oversaw strategic partnerships and multiple implementations across BRS, involving the delivery of technology solutions and servicing tools. Mr. Goldstein drove material progress through tech2020 projects,the successful acquisition of eFront, which elevated the capabilities of BlackRock’s technology platform. He was critical to the integration of eFront employees and oversaw development efforts on a joint offering to clients.Aladdin and eFront are now being used by over 900 clients in 68 countries, including the establishment16 wealth managers that have 35,000 financial advisors serving millions of Data Science Core and the Lab for Artificial Intelligence. • He continued to make significant investments in digital wealth and distribution technologies, including the launch ofAladdin:Next focused on re-architectingAladdin’s foundation and core platform.
• In partnership with Mr. Fink, Mr. Goldstein led the expansion of our technology portfolio with minority investments in Acorns, the country’s fastest growing micro investing tool, and Envestnet, a leading provider of technology-enabled, web-based investment solutions and services to financial advisors.end investors.
| | Meets/Far Exceeds | | | | | | | | | | Organizational Strength
| | • Mr. Goldstein successfully drove inclusionShared key insights with business leaders on the future of the firm through its talent initiatives and diversitycommittees, most notably during the roll-out of Talent Bench Reviews in theBlackRock Solutions business, exceeding the female representation target for 2018 through new hires and promotions.2019. • Upgraded leadership across technology teams, hiring a Head of theAladdin Product Group and providing stretch opportunities for key leaders inAladdin Wealth. He upgradedalso provided strategic direction to ensure the firm’sright leadership was in place in the technology talent through several key senior hires to oversee the long-term focus on Digital Wealth, Data Science and Artificial Intelligence.operations group. • Mr. Goldstein continued to elevate the technology platform through organizational changes and development of key talent, re-organizingAladdin toGoldstein’s focus on Platforminclusion and Product Engineering.diversity progress has led to an increase in female representation across technology services groups. He has personally sponsored stretch roles for senior leaders in technology groups and across the firm. | | Meets/Far Exceeds | | | | | | |
74BLACKROCK, INC. 20192020 PROXY STATEMENT71
Compensation Discussion and Analysis | 4. 20182019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | J. Richard Kushel Head of Multi-Asset Strategies and Global Fixed Income | | | | 2018 Compensation | | | | | | | | Responsibilities: As Global Head of Multi-Asset Strategies (“MAS”) and Global Fixed Income (“GFI”), Mr. Kushel is responsible for the firm’s multi-asset and global fixed income products, asset allocation, and client portfolio solutions capabilities. As Global Head of MAS and GFI, Mr. Kushel oversees management of a variety of balanced funds and bespoke mandates for a diversified client base that leverages broad investment expertise in global equities, bonds, currencies and commodities and BlackRock’s extensive risk management capabilities. He was previously Chief Product Officer and Global Head of Strategic Product Management from 2012 to 2016. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 500 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Cash | | $ | 2,713 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Equity | | $ | 1,763 | | | | | | | | | | | | | | | | | | | Long-Term Incentive Award | | $ | 1,700 | | | | | | | | | | | | | | | | | | | Total Annual Compensation | | $ | 6,675 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | J. Richard Kushel Head of Multi-Asset Strategies and Global Fixed Income | | | | 2019 Compensation | | | | | | | | Responsibilities: As Global Head of Multi-Asset Strategies (“MAS”) and Global Fixed Income (“GFI”) and with oversight of Client Portfolio Solutions (“CPS”), Mr. Kushel is responsible for the firm’s multi-asset and global fixed income products, asset allocation and client portfolio solutions capabilities. As Global Head of MAS and GFI and with oversight of CPS, Mr. Kushel oversees management of a variety of balanced funds and bespoke mandates for a diversified client base that leverages broad investment expertise in global equities, bonds, currencies and commodities and BlackRock’s extensive risk management capabilities. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 500 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Cash | | $ | 2,613 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Equity | | $ | 1,663 | | | | | | | | | | | | | | | | | | | Long-Term Incentive Award | | $ | 2,900 | | | | | | | | | | | | | | | | | | | Total Annual Compensation | | $ | 7,675 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Overall Assessment: Meets/Far Exceeds In 2019, Mr. Kushel played a critical role in driving BlackRock’s record asset gathering and strong financial results in 2018.performance. Under his leadership, MAS, GFI and CPS generated strong organic growth and delivered improved investment performance relative to benchmarks. Mr. Kushel assumed leadership ofKushel’s focus on strategic and organizational initiatives had a positive impact on the GFI business, in addition to his responsibilities as Global Head of MAS. He improved net new business in each ofinvestment teams’ high-performance culture. Overall, the businesses he led, and in partnership with Mr. Kapito, created the BlackRock Client Portfolio Solutions group. The Compensation Committee’s assessment of Mr. Kushel’s performance resulted in a Meets/Far Exceeds determination, and baseddetermination. Based on the performance assessment, the Compensation Committee set Mr. Kushel’s 2019 total compensation at $6.68$7.675 million, down 5%up 15% from 2017.2018. |
| | | | | | | | Performance Category | | Performance Highlights | | Assessment | Financial Performance
| | • Under Mr. Kushel successfully led theKushel’s leadership, MAS and GFI businesses, improvinggenerated $19 billion in net new business versus large cap asset management peers, particularly in Municipal Bonds, Unconstrained Funds, and Factor Investing.had strong investment performance across the portfolio, driven by macro factor, global tactical allocation and income strategies. • He continued to drive strong growth for GFI and MAS, with each business generating $79bn and $17bngenerated $264 billion in net new business, respectively (representing 4% organic growth in each). • He oversawreflecting strength across active, index andiShares strategies. GFI continued to deliver strong long-term investment performance, in fixed income, with 82%87%, 86% and 76%89% of taxable and tax-exempt assets, respectively,Taxable Fixed Income products above benchmark or peer median for the 5-year period.
| | Meets/Exceeds
| | | | | | Business
Strength
| | • Mr. Kushel continued to develop a vision for the MAStrailing one-, three- and GFI businesses, focusing on institutional opportunities and expanded product offerings.five-year period, respectively.
• Mr. Kushel grew the Multi-Asset income franchise, particularlyGrowth in the Global Tactical Asset Allocation strategies business, where BlackRock tactically allocatesCPS continued to accelerate, with strong flows across global marketsboth institutional and asset classes while deploying risk to thematic insights. • Upon assuming leadership of the GFI team, Mr. Kushel simplified the organizational structure along four core business lines - Fundamental Fixed Income, Systematic Fixed Income, Municipal Fixed Income,wealth clients and CorePM / Index.
• In partnership with Mr. Kapito and Mark McCombe, Head of Americas, Mr. Kushel led the creation of BlackRock’s Client Portfolio Solutions group to bring together BlackRock’s full platform and expertise to construct holistic portfolios for clients.
• Mr. Kushel oversaw progress in Factor-Based investments, a strategic focus area for BlackRock, and deepened the integration across the investments platform.
| | Meets/Exceeds
| | | | | | Organizational
Strength
| | • Mr. Kushel successfully enhanced the organizational and leadership structure, while continuing to focus on making progress in inclusion and diversity across the groups. He continues to play a leadership role in advancing BlackRock’s culture and diversity agenda through small-group roundtables and sponsoring the Black Professionals Network.
• Mr. Kushel drove a high performance culture, and upgraded talent across MAS, GFI, and the newly formed Client Portfolio Solutions groups.
| | Meets/Exceeds
| | | | | |
72BLACKROCK, INC. 2019 PROXY STATEMENT
Compensation Discussion and Analysis | 4. 2018 NEO Compensation and Performance Summaries
| | | | | | | | | | | | | Gary S. Shedlin CFO | | | | 2018 Compensation (Thousands) | | | | | | | | Responsibilities: As CFO, Mr. Shedlin is responsible for managing BlackRock’s overall financial condition, including resource and capital allocation, and expense discipline. He is also responsible for overseeing all corporate finance functions, including financial planning and analysis, accounting, finance operations and controls, tax, treasury, investor relations, and corporate development. Mr. Shedlin alsoco-chairs, along with Mr. Goldstein, the Planning, Budgeting and Alignment Committee, which is responsible for developing the Company’s budget, evaluating new initiatives aimed at driving growth, and achieving strategic objectives of the Company. | | | | | Base Salary | | $ | 500 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Cash | | $ | 2,475 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Equity | | $ | 1,525 | | | | | | | | | | | | | | | | | | | Long-Term Incentive Award | | $ | 1,950 | | | | | | | | | | | | | | | | | | | Total Annual Compensation | | $ | 6,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Overall Assessment: Meets/Exceeds
Mr. Shedlin played a critical role in driving BlackRock’s financial results in 2018. As CFO, he contributed to the expansion of BlackRock’s operating margin by 20 basis points and executed several targeted transactions to drive future growth. The Compensation Committee’s assessment resulted in a Meets/Exceeds determination, and based on the performance assessment, the Compensation Committee set Mr. Shedlin’s total compensation at $6.45 million, down 5% from 2017.
|
| | | | | | | | | | | Performance
Category
| | Performance Highlights
| | | | Assessment
| Financial
Performance
| | • Mr. Shedlin played a pivotal role in strategic and financial planning that resulted in expansion of BlackRock’s operating margin, while simultaneously investing for future growth.
• He drove BlackRock’s capital management strategy, including returning approximately $3.6 billion of cash to shareholders in 2018, an increase of over 30% relative to 2017.
• Mr. Shedlin oversaw the allocation of balance sheet capital to position BlackRock for future growth. BlackRock allocated $1.2 billion of new seed or co-investment capital to products in 2018, resulting in a net increase to the total portfolio of approximately $500 million.
• Mr. Shedlin oversaw the successful adoption of three new accounting standards, including a new revenue recognition standard which resulted in a $1 billion gross up to revenue and expenses.
| | Meets/Exceeds
| | | | | | Business
Strength
| | • Mr. Shedlin executed several targeted transactions to drive future growth, including the completion of the Citibanamex Asset Management and Tennenbaum Capital Partners acquisitions, selling BlackRock’s minority interest in the DSP businesses, and executing minority investments in Acorns and Envestnet.
• He successfully partnered with enterprise leaders to drive strategic initiatives and optimize resource allocation across the firm.
• Mr. Shedlin optimized a variety of treasury and tax management projects, including the repatriation of non-US cash, Brexit planning, and the annual share repurchase program.
• Mr. Shedlin led BlackRock’s outreach to key investors and financing partners, including hosting BlackRock’s 2018 Investor Day, with nearly 200 in-person attendees (covering 43% of total shares outstanding); and 250+ shareholders and other external constituents via webcast.strong investment performance.
| | Meets/Exceeds | | | | | | | OrganizationalBusiness
Strength
| | • Mr. Shedlin continuedDirectly engaged with and fostered key long-term client relationships that are expected to raisedrive future growth for the bar for performance and emphasized inclusion across the Finance organization.firm. • In partnership with Mr. Shedlin continued to strengthen theKapito, re-structured and assigned new leadership bench and provide growth opportunities for high potential talent.in certain investment teams, resulting in tangible performance improvement. • He improved enablementPositioned CPS to address increased client demand for outsourced mandates, model portfolios and OCIO capabilities by unifying BlackRock’s capabilities in CPS andAladdin, enabling BlackRock to reach and serve more clients than ever before. | | Far Exceeds | | | | | | Organizational Strength
| | • Drove the talent agenda across his groups and rolled-out performance excellence and skill-building initiatives, including the Finance organization, emphasizing the importance for increased recognition and feedback from managers.“Citizen Coder” initiative to increase programming skills. • Mr. Shedlin expandedLed progress in gender representation, growing the female investor population in MAS and elevating senior female investors in GFI. • Continued to develop a more inclusive investment culture across his groups, highlighted by the roll-out of femalecareer aspiration sessions and ethnically diverse employees within the Finance function, and drove gender diversity of the Finance leadership team through upward mobility and key hires.mentorship programs. | | Meets/Exceeds | | | | | | |
BLACKROCK, INC. 20192020 PROXY STATEMENT 7375
Compensation Discussion and Analysis | 4. 2019 NEO Compensation and Performance Summaries | | | | | | | | | | | | | Gary S. Shedlin CFO | | | | 2019 Compensation | | | | | | | | Responsibilities: As CFO, Mr. Shedlin is responsible for managing BlackRock’s overall financial condition, including resource and capital allocation, and expense discipline. He is also responsible for overseeing all corporate finance functions, including financial planning and analysis, accounting, finance operations and controls, tax, treasury, investor relations, corporate development and corporate sustainability. Mr. Shedlin also co-chairs, along with Mr. Goldstein, the PBA Committee, which makes recommendations regarding the Company’s budget, evaluating new initiatives aimed at driving growth, and achieving strategic objectives. | | | | | (Thousands) | | | | | | | | | | | Base Salary | | $ | 500 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Cash | | $ | 2,475 | | | | | | | | | | | | | | | | | | | Annual Incentive Award – Equity | | $ | 1,525 | | | | | | | | | | | | | | | | | | | Long-Term Incentive Award | | $ | 2,700 | | | | | | | | | | | | | | | | | | | Total Annual Compensation | | $ | 7,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Overall Assessment: Far Exceeds In 2019, Mr. Shedlin meaningfully contributed to BlackRock’s success through prudent resource and capital allocation, while providing insights across a variety of strategic initiatives. He drove progress in Organizational Strength across the Finance function and at the firm more broadly. The Compensation Committee’s assessment of Mr. Shedlin’s performance resulted in a Far Exceeds determination, and based on the performance assessment, the Compensation Committee set Mr. Shedlin’s total compensation at $7.2 million, up 12% from 2018. |
| | | | | | | | Performance Category | | Performance Highlights | | Assessment | Financial Performance
| | • Drove BlackRock’s capital management strategy, returning $3.8 billion to shareholders in 2019, highlighted by a strategic $1.3 billion share repurchase in March 2019. He also oversaw the allocation of over $750 million of new seed and co-investment capital to support growth, leading to BlackRock’s investment portfolio exceeding $3 billion for the first time. • Delivered savings through cost-effective resource allocation across the firm. • Delivered day-to-day oversight of the firm’s business operations, partnering with Mr. Kapito and Mr. Goldstein to manage an Operating Margin, as adjusted, of 43.7%, down 60 basis points from 2018. The decrease reflected BlackRock’s strategic decision to continue investing responsibly in 2019, despite a more challenging overall revenue capture environment created by market volatility in the fourth quarter of 2018. | | Meets/Exceeds | | | | | | Business Strength
| | • Oversaw and executed several key strategic investments and acquisitions for the firm, highlighted by the successful $1.3 billion acquisition and related financing of eFront. • Led the PBA Committee, with co-chair Mr. Goldstein, in establishing a reallocation framework to direct resources into growth areas. • �� In partnership with enterprise leaders, engaged on multiple market entry options in strategic geographies and across businesses. • Oversaw the Finance functions’ support of the firm’s businesses through enhanced quarterly reviews and increased automation using BlackRock’s technology capabilities. • Played a critical role in the formation of BlackRock’s Corporate Sustainability function, helping the firm establish a cohesive vision, strategy and corporate reporting framework across the firm, including publishing BlackRock’s first SASB-aligned disclosure. | | Far Exceeds | | | | | | Organizational Strength
| | • Strengthened the Finance leadership bench, led succession planning and continued to provide stretch opportunities for high performers. • Continued to develop the Finance Talent Development committee, which focuses on the development of employees, people managers, inclusion and diversity, and overall satisfaction across the function. • Led year-over-year improvement in gender diversity across the Finance function, driven by strong hiring. Continued to drive an increased focus on ethnic representation, particularly at the more senior levels. | | Meets/Exceeds | | | | | |
76BLACKROCK, INC. 2020 PROXY STATEMENT
Compensation Discussion and Analysis | 5. Compensation Policies and Practices 5. Compensation Policies and Practices Summary of Executive Compensation Practices Our compensation program reflects our commitment to responsible financial and risk management and is exemplified by the following policies and practices: | | | | | | | | | | | | | | | | | | | | | | | | What We Do | | | | What We Don’t Do | | | | | | | | | | |  
| | Review pay and performance alignment; | | | |   No employment agreements or guaranteed compensation arrangements with our NEOs;
single trigger vesting of equity awards upon a change-in-control or transaction bonus payments upon a change-in-control;
Restricted Stock (“RS”) or RSUs;
appreciation rights;
of the Internal Revenue Code;
SeverancePay Plan (the “Severance Plan’’).Severance Plan.
| | | | |
| | Balance short- and long-term incentives, cash and equity and fixed and variable pay elements; | | | | | | |
| | Maintain a clawback policy that allows for the recoupment of annual and long-term performance-based compensation in the event that financial results require a significant restatement due to the actions of an employee; | | | | | | |
| | Require a one-year minimum vesting for awards granted under our Stock Plan, subject to limited exceptions; | | | | | | |
| | Maintain robustmeaningful stock ownership and retention guidelines for GEC members; | | | | | | |
| | Maintain trading policies that: | | | | | | | | | • Prohibit all employees from short selling BlackRock securities; • Prohibit Section 16 officers and directors from pledging BlackRock securities as collateral for a loan (among other items); • Prohibit Section 16 officers and directors from engaging in any transactions that have the effect of hedging the economic risks and rewards of BlackRock securities; | | | | | | |
| | Limit perquisites; | | | | | | |
| | Assess and mitigate risk in compensation plans, as described in“RiskAssessment of Compensation Plans”on page 65;68; | | | | | | |
| | Solicit an annual advisory vote on executive compensation in order to provide shareholders with a frequent opportunity to give feedback on compensation programs; and | | | | | | |
| | Annually review the independence of the Compensation Committee’s independent compensation consultant. | | | | | | | | | | | | | | | |
74
BLACKROCK, INC. 20192020 PROXY STATEMENT77
Compensation Discussion and Analysis | 5. Compensation Policies and Practices Stock Ownership Guidelines Our stock ownership guidelines require the Company’s GEC members to own a target number of shares (i.e., shares owned outright, not including unvested shares or unexercised stock options), the dollar amount of which is set out below. Until these stock ownership guidelines are met, GEC members must retain 50% of the net(after-tax) shares delivered from BlackRock equity awards. The Compensation Committee monitors the progress made by our GEC in achieving their stock ownership guidelines and, if circumstances warrant, may modify the guidelines and/or time frames for one or more members of our GEC. $5 million for the President; and $2 million for all other GEC members. As of December 31, 2018,2019, all of our NEOs exceeded the stock ownership guidelines. Prohibition on Hedging and Pledging BlackRock Securities BlackRock has a policy that prohibits the hedging or pledging of BlackRock securities by BlackRock’s Section 16 officers and Directors.directors. Pursuant to this policy, BlackRock’s Section 16 officers and directors are prohibited from: Using BlackRock securities as collateral in a margin account; Pledging BlackRock securities as collateral; or Engaging in any transactions that have the effect of hedging the economic risks and rewards of BlackRock securities held by such Section 16 officer or director. Clawback Policy All performance-based compensation (including annual and long-term incentive awards and all equity compensation) is subject to BlackRock’s Clawback Policy and is subject to recoupment if an employee is found to have engaged in fraud or willful misconduct that caused the need for a significant restatement of BlackRock’s financial statements. Benefits BlackRock provides medical, dental, life and disability benefits and retirement savings vehicles in which all eligible employees may participate. Our NEOs also have the option to participate in a comprehensive health exam offered to our executives. BlackRock makes contributions to 401(k) accounts of our NEOs on a basis consistent with other employees. None of our NEOs participate in any Company-sponsored defined benefit pension program. Other benefits include voluntary deferrals of all or a portion of the cash element of our NEOs’ annual incentive awards pursuant to the Amended and Restated BlackRock, Inc. Voluntary Deferred Compensation Plan (the “VDCP”). Severance Our NEOs are eligible for standard severance benefits under the Severance Plan in the event of involuntary termination of employment without cause (as defined under the Severance Plan) by BlackRock. The Severance Plan provides a lump sum cash payment equal to two weeks of salary per year of service, with a minimum of 12 weeks and a maximum of 54 weeks, to all U.S.-based employees who are involuntarily terminated without cause in conjunction with a reduction in force or position elimination. Perquisites PerquisitesThe Compensation Committee considers perquisites and other benefits available to our NEOs, such as financial planning, investment opportunitiesofferings and personal use of travel services are consideredto be a reasonable part of the executive compensation program. In approving these, the Committee considers their purpose and alignment to BlackRock’s compensation philosophy, as well as external market practices.
A financial planning perquisite is offered to our NEOs. In addition, investment offerings may be provided without charging management or performance fees consistent with the terms offered to other employees who meet the same applicable legal requirements. Transportation services are provided by BlackRock and/or third-party suppliers and are made available to our NEOs for business and personal use. Messrs. Fink and Kapito are required by the Board to utilize private airplane services for all business and personal travel in the interest of protecting their personal security. OurBlackRock incurs incremental costs to provide these services, though these costs are capped below a level the Compensation Committee considers reasonable. NEOs must reimburse BlackRock for a portion of the cost of personal airplane services. Transportation services are provided by BlackRock and/or third-party suppliersbeyond the cap, and are made available to our NEOs for business and personal use.Mr. Fink did so in 2019. The compensation attributed to each of our NEOs for 20182019 for perquisites is described in footnote (4) to the“20182019 Summary Compensation Table” on page 77.80.
78BLACKROCK, INC. 20192020 PROXY STATEMENT75
Compensation Discussion and Analysis | 5. Compensation Policies and Practices Tax Reimbursements BlackRock did not provide tax reimbursements for any perquisites or other compensation paid to our NEOs. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid to any executive officers subject to Section 162(m) (the “Covered Employees”) to $1 million during any fiscal year unless such compensation qualifies as “performance-based” (although this exception was severely limited beginning in 2018, as described below). Historically, the Company administered its incentive compensation arrangements in a manner that would comply with these tax rules. However, the Compensation Committee maintainedmaintains the flexibility to paynon-deductible incentive compensation if it determines it is in the best interest of the Company and its shareholders. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, eliminated the performance-based exception to the $1 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to Covered Employees in excess of $1 million is generally nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the Covered Employees include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year. Once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment. The Tax Cuts and Jobs Act includes a transition relief rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing contracts and awards, the Company may avail itself of this transition relief rule. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company and its shareholders, the Compensation Committee does not limit its actions with respect to executive compensation to preserve deductibility under Section 162(m) if the Compensation Committee determines that doing so is in the best interests of the Company and its shareholders. 76BLACKROCK, INC. 20192020 PROXY STATEMENT79
Compensation Discussion and Analysis | Executive Compensation Tables Executive Compensation Tables The following 20182019 Summary Compensation Table contains information concerning compensation provided by BlackRock for the years indicated to the NEOs. Pursuant to SEC rules, the compensation table below includes only those equity-based awards granted in a particular year and not any awards granted afteryear-end, even if awarded for services in that year. It additionally discloses any cash compensation earned in a particular year, even if such payments are made afteryear-end. 20182019 Summary Compensation Table
| Name and Principal Position | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards (Fair Value of
Awards) ($)(2) | | | Performance-Based
Option Awards
(Fair Value Awards)
($)(3) | | | All Other
Compensation
($)(4) | | | Total ($) | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards (Fair Value of
Awards) ($)(2) | | | Performance-Based
Option Awards
(Fair Value Awards)
($)(3) | | | All Other
Compensation
($)(4) | | | Total ($) | | Laurence D. Fink Chairman and Chief Executive Officer | | | 2018 | | | $ | 1,500,000 | | | $ | 7,750,000 | | | $ | 17,049,844 | | | | — | | | $ | 243,500 | | | $ | 26,543,344 | | | | 2019 | | | $ | 1,500,000 | | | $ | 7,750,000 | | | $ | 14,750,004 | | | | — | | | $ | 308,250 | | | $ | 24,308,254 | | | | | 2017 | | | $ | 900,000 | | | $ | 10,000,000 | | | $ | 16,599,733 | | | | — | | | $ | 243,500 | | | $ | 27,743,233 | | | | 2018 | | | $ | 1,500,000 | | | $ | 7,750,000 | | | $ | 17,049,844 | | | | — | | | $ | 243,500 | | | $ | 26,543,344 | | | | | 2016 | | | $ | 900,000 | | | $ | 8,000,000 | | | $ | 16,379,581 | | | | — | | | $ | 193,250 | | | $ | 25,472,831 | | | | 2017 | | | $ | 900,000 | | | $ | 10,000,000 | | | $ | 16,599,733 | | | | — | | | $ | 243,500 | | | $ | 27,743,233 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito President | | | 2018 | | | $ | 1,250,000 | | | $ | 6,250,000 | | | $ | 13,140,275 | | | | — | | | $ | 201,694 | | | $ | 20,841,969 | | | | 2019 | | | $ | 1,250,000 | | | $ | 6,250,000 | | | $ | 11,499,899 | | | | — | | | $ | 257,151 | | | $ | 19,257,050 | | | | | 2017 | | | $ | 750,000 | | | $ | 8,125,000 | | | $ | 12,834,775 | | | | — | | | $ | 274,675 | | | $ | 21,984,450 | | | | 2018 | | | $ | 1,250,000 | | | $ | 6,250,000 | | | $ | 13,140,275 | | | | — | | | $ | 201,694 | | | $ | 20,841,969 | | | | | 2016 | | | $ | 750,000 | | | $ | 6,500,000 | | | $ | 12,149,508 | | | | — | | | $ | 224,425 | | | $ | 19,623,933 | | | Robert S. Kapito President | | | | 2017 | | | $ | 750,000 | | | $ | 8,125,000 | | | $ | 12,834,775 | | | | — | | | $ | 274,675 | | | $ | 21,984,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2018 | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 4,425,029 | | | | — | | | $ | 55,280 | | | $ | 7,930,309 | | | | 2019 | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 4,399,808 | | | | — | | | $ | 46,125 | | | $ | 7,895,933 | | Robert L. Goldstein Senior Managing Director and Chief Operating Officer | | | 2017 | | | $ | 500,000 | | | $ | 3,275,000 | | | $ | 3,999,470 | | | $ | 10,460,528 | | | $ | 54,500 | | | $ | 18,289,498 | | | | 2018 | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 4,425,029 | | | | — | | | $ | 55,280 | | | $ | 7,930,309 | | | | | 2016 | | | $ | 500,000 | | | $ | 2,850,000 | | | $ | 3,899,900 | | | | — | | | $ | 49,425 | | | $ | 7,299,325 | | | | 2017 | | | $ | 500,000 | | | $ | 3,275,000 | | | $ | 3,999,470 | | | $ | 10,460,528 | | | $ | 54,500 | | | $ | 18,289,498 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel Global Head of Multi-Asset Strategies and Global Fixed Income | | | 2018 | | | $ | 500,000 | | | $ | 2,712,500 | | | $ | 3,600,293 | | | | — | | | $ | 50,455 | | | $ | 6,863,248 | | | | | | 2017 | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 3,509,763 | | | $ | 7,845,347 | | | $ | 49,425 | | | $ | 14,854,535 | | | | | | 2016 | | | $ | 500,000 | | | $ | 2,490,000 | | | $ | 3,429,662 | | | | — | | | $ | 49,425 | | | $ | 6,469,087 | | | | | | | | | | | | | | | | | | | J. Richard Kushel Senior Managing Director and Global Head of Multi-Asset Strategies and Global Fixed Income | | | | 2019 | | | $ | 500,000 | | | $ | 2,612,500 | | | $ | 3,462,238 | | | | — | | | $ | 46,125 | | | $ | 6,620,863 | | | | | 2018 | | | $ | 500,000 | | | $ | 2,712,500 | | | $ | 3,600,293 | | | | — | | | $ | 50,455 | | | $ | 6,863,248 | | | | | 2017 | | | $ | 500,000 | | | $ | 2,950,000 | | | $ | 3,509,763 | | | $ | 7,845,347 | | | $ | 49,425 | | | $ | 14,854,535 | | | | | | | | | | | | | | | | | | | Gary S. Shedlin Senior Managing Director and Chief Financial Officer | | | 2018 | | | $ | 500,000 | | | $ | 2,475,000 | | | $ | 3,599,726 | | | | — | | | $ | 18,500 | | | $ | 6,593,226 | | | | 2019 | | | $ | 500,000 | | | $ | 2,475,000 | | | $ | 3,474,958 | | | | — | | | $ | 13,250 | | | $ | 6,463,208 | | | | | 2017 | | | $ | 500,000 | | | $ | 2,700,000 | | | $ | 3,249,781 | | | $ | 7,845,347 | | | $ | 18,500 | | | $ | 14,313,628 | | | | 2018 | | | $ | 500,000 | | | $ | 2,475,000 | | | $ | 3,599,726 | | | | — | | | $ | 18,500 | | | $ | 6,593,226 | | | | | 2016 | | | $ | 500,000 | | | $ | 2,350,000 | | | $ | 3,149,532 | | | | — | | | $ | 18,250 | | | $ | 6,017,782 | | | | 2017 | | | $ | 500,000 | | | $ | 2,700,000 | | | $ | 3,249,781 | | | $ | 7,845,347 | | | $ | 18,500 | | | $ | 14,313,628 | |
| (1) | Bonus Column.Bonus.These amounts represent the cash portion of discretionary annual bonuses for the respective periods awarded pursuant to BlackRock’s annual incentive compensation program. The amount of incentive compensation awarded to each NEO in January 20192020 (for fiscal year 2018)2019) was based on subjective criteria, as more fully described on pages 6770 to 7376 of the ““Compensation Discussion and Analysis.”
|
| | As described on page 5760 of the “Compensation Discussion and Analysis,”, on January 17, 2019,16, 2020, Messrs. Fink, Kapito, Goldstein, Kushel and Shedlin were awarded RSUs as part of their discretionary annual bonuses for the 20182019 fiscal year. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, these awards had grant date values of $4,250,000, $3,500,000, $2,000,000, $1,762,500$1,662,500 and $1,525,000, respectively, based on the average of the high and low prices per share of BlackRock common stock on January 17, 2019,16, 2020, which was calculated to be $410.315.$533.58. Additionally, Messrs. Fink, Kapito, Goldstein, Kushel and Shedlin received discretionary BPIP Awards consisting of performance-based RSU awards with grant date values of $10,500,000, $8,000,000, $2,400,000, $1,700,000$11,750,000, $8,950,000, $4,400,000, $2,900,000 and $1,950,000,$2,700,000, respectively. The base number of units granted pursuant to BPIP Awards was determined by dividing the individual’s award value by the average of the high and low prices per share of BlackRock common stock on January 17, 2019.16, 2020. |
| (2) | Stock Awards Column.Awards. Reflects the grant date fair value of awards made during each calendar year as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 1618 to the consolidated financial statements in our 2019 Form10-K10-K. filed on February 28, 2019. The amount included with respect to the BPIP Awards granted in January 20182019 is based on the grant date fair value assuming target level of performance. If maximum level of performance had been assumed, the grant date fair value of the BPIP Awards would have been (i) $20,541,947$17,325,141 for Mr. Fink, (ii) $15,882,978$13,199,834 for Mr. Kapito, (iii) $3,464,347$3,959,950 for Mr. Goldstein, (iv) $2,640,177$2,804,913 for Mr. Kushel and (v) $3,051,979$3,217,280 for Mr. Shedlin. The percentage points granted to Mr. Kapito under the BlackRock Leadership Retention Carry Plan had no grant date fair value as determined pursuant to FASB ASC Topic 718 and therefore are not reflected in this table. |
| (3) | 2017 Performance BasedPerformance-Based Option Awards.In the fourth quarter of 2017, BlackRock implemented a key strategic part of our long-term management succession plansplan by granting long-term incentive awards in the form of performance-based stock options to a select group of senior leaders, excluding the CEO and President, who we believe will play critical roles in BlackRock’s future. Amounts reflect the grant date fair value of performance-based option awards made during the calendar year as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note (16)18 to the consolidated financial statements in our 2019 Form10-K10-K. filed on February 28, 2019.
|
| (4) | All Other Compensation. For each of the NEOs, $18,500$13,250 was attributable to contributions made by BlackRock under itstax-qualified defined contribution (401(k)) plan in 2018. In 2018, $4,825 was attributable to an executive health benefit used by Mr. Goldstein.2019. For Messrs. Fink, Kapito, Goldstein, Kushel and Shedlin, $0, $31,955, $31,955, $31,955$32,875, $32,875, $32,875 and $0, respectively, was attributable to financial planning services. In 2018,2019, for Messrs. Fink and Kapito, $225,000$295,000 and $151,239,$211,026, respectively, was attributable to personal use of the company-provided aircraft services. These amounts reflect the incremental cost to BlackRock to provide the aircraft services. Aircraft incremental cost is based on, as applicable, (i) variable operating cost per flight hour for the BlackRock corporate aircraft (including fuel and variable maintenance expenses) plus any trip-specific incremental costs (such as crew expenses, catering expenses and fees associated with landing, parking and flight planning) or (ii) actual charter cost, in each case, less reimbursement received from the NEO. Messrs. Fink and Kapito are required by the Board to utilize these airplane services for all business and personal travel in the interest of protecting their personal security. For more information regarding perquisites, see “Perquisites.” on page 75.78. No nonqualified deferred compensation earnings were determined to be above-market. None of the NEOs participate in any BlackRock-sponsored defined benefit pension plans. |
80BLACKROCK, INC. 20192020 PROXY STATEMENT77
Compensation Discussion and Analysis | Executive Compensation Tables 20182019 Grants of Plan-Based Awards
The following table sets forth information concerning equity incentive plan-based compensation provided by BlackRock in 20182019 to our NEOs. | | | | | | | | | | Estimated Future Payouts Under Equity
Incentive Plan Awards | | | | | | | | | | | | | | | Estimated Future Payouts Under Equity
Incentive Plan Awards | | | | | | | | Name | | Grant Date(1) | | | Date of
Committee
Action | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | All Other
Stock Awards:
Number of Shares
or Units (#) | | | Grant Date Fair
Value of Stock
and Option
Awards($)(4) | | | Grant Date(1) | | | Date of
Committee
Action | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | All Other
Stock Awards:
Number of Shares
or Units (#) | | | Grant Date Fair
Value of Stock
and Option
Awards($)(4) | | Laurence D. Fink | | | 1/16/2018 | | | | 1/10/2018 | (2) | | | | | | | | | 8,121 | | | $ | 4,600,059 | | | | 1/17/2019 | | | | 1/14/2019 | (2) | | | | | | | | | 10,358 | | | $ | 4,250,043 | | | | | 1/16/2018 | | | | 1/10/2018 | (3) | | | — | | | | 21,979 | | | | 36,265 | | | | | $ | 12,449,785 | | | | 1/17/2019 | | | | 1/14/2019 | (3) | | | — | | | | 25,590 | | | | 42,224 | | | | | $ | 10,499,961 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | 1/16/2018 | | | | 1/10/2018 | (2) | | | | | | | | | 6,204 | | | $ | 3,514,194 | | | | 1/17/2019 | | | | 1/14/2019 | (2) | | | | | | | | | 8,530 | | | $ | 3,499,987 | | | | | 1/16/2018 | | | | 1/10/2018 | (3) | | | — | | | | 16,994 | | | | 28,040 | | | | | $ | 9,626,081 | | | | | | | 1/17/2019 | | | | 1/14/2019 | (3) | | | — | | | | 19,497 | | | | 32,170 | | | | | $ | 7,999,912 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | 1/16/2018 | | | | 1/10/2018 | (2) | | | | | | | | | 4,105 | | | $ | 2,325,236 | | | | 1/17/2019 | | | | 1/14/2019 | (2) | | | | | | | | | 4,874 | | | $ | 1,999,875 | | | | | 1/16/2018 | | | | 1/10/2018 | (3) | | | — | | | | 3,707 | | | | 6,117 | | | | | $ | 2,099,793 | | | | 1/17/2019 | | | | 1/14/2019 | (3) | | | — | | | | 5,849 | | | | 9,651 | | | | | $ | 2,399,932 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | 1/16/2018 | | | | 1/10/2018 | (2) | | | | | | | | | 3,531 | | | $ | 2,000,100 | | | | 1/17/2019 | | | | 1/14/2019 | (2) | | | | | | | | | 4,295 | | | $ | 1,762,303 | | | | | 1/16/2018 | | | | 1/10/2018 | (3) | | | — | | | | 2,825 | | | | 4,661 | | | | | $ | 1,600,193 | | | | | | | 1/17/2019 | | | | 1/14/2019 | (3) | | | — | | | | 4,143 | | | | 6,836 | | | | | $ | 1,699,935 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | 1/16/2018 | | | | 1/10/2018 | (2) | | | | | | | | | 3,089 | | | $ | 1,749,733 | | | | 1/17/2019 | | | | 1/14/2019 | (2) | | | | | | | | | 3,717 | | | $ | 1,525,141 | | | | | 1/16/2018 | | | | 1/10/2018 | (3) | | | — | | | | 3,266 | | | | 5,389 | | | | | $ | 1,849,993 | | | | 1/17/2019 | | | | 1/14/2019 | (3) | | | — | | | | 4,752 | | | | 7,841 | | | | | $ | 1,949,817 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Grant Date. Grant date is the date on which approved award values were converted to a number of RSUs based on the average of the high and low prices of BlackRock common stock on that date. |
| (2) | These January 16, 201817, 2019 awards represent grants of RSUs awarded to Messrs. Fink, Kapito, Goldstein, Kushel and Shedlin as part of their 20172018 bonus awards and represent the stock portion of such annual bonuses. These awards vestone-third on each of the first three anniversaries beginning on January 31, 2019.2020. At the time of vesting, the NEOs are entitled to payment of accrued dividends with respect to the shares underlying the vested RSUs. |
| (3) | These January 16, 201817, 2019 awards represent BPIP Awards granted to Messrs. Fink, Kapito, Goldstein, Kushel and Shedlin in respect of services performed in 2017.2018. To determine the base number of RSUs comprising each BPIP Award, the award value was divided by the grant price ($566.44)410.315). The grant price represents an average of the high and low price of BlackRock common stock on January 16, 201817, 2019 (two trading days following the release of earnings for the fourth quarter of 2017)2018). The BPIP Awards will be eligible to vest on January 31, 2021,2022, subject to the Company’s attainment of the applicable financial targets during the three-year performance period commencing on January 1, 20182019 and ending on December 31, 2020.2021. The number of shares of common stock each NEO will receive upon settlement of the award will be equal to the base number of RSUs, multiplied by a percentage determined by application of the award determination matrix set forth in the NEO’s award agreement. The percentage multiplier is determined by the Company’s average annual Organic Revenue growth and Operating Margin, as adjusted, and Organic Revenue during the performance period. If performance is below the minimum thresholds set forth on the award determination matrix for both performance metrics, the award payout will be zero. If the Company attains the maximum (or greater) level of performance for both performance metrics, the award payout will be equal to 165% of the base number. Performance at target would result in the NEO receiving 100% of the base number. |
| (4) | Grant Date Fair Value of Stock and Option Awards. Reflects the grant date fair value of awards as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 1618 to the consolidated financial statements in our 20182019 Form10-K. The amount included with respect to the BPIP Awards is based on the grant date fair value assuming target level of performance. |
78BLACKROCK, INC. 20192020 PROXY STATEMENT81
Compensation Discussion and Analysis | Executive Compensation Tables 20182019 Outstanding Equity Awards at FiscalYear-End
| | | | | | | Performance-Based Option Awards | | | Stock Awards | | | | | | Performance-Based Option Awards | | | Stock Awards | | Name | | Grant Date | | | Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options (#) | | | Option
Exercise
Price ($) | | | Option Expiration Date | | | Number of
Shares or
Units of Stock
That Have
Not Vested (#) | | | Market Value of
Shares or
Units of Stock That Have
Not Vested ($)(1) | | | Grant Date | | | Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options (#) | | | Option
Exercise
Price ($) | | | Option Expiration Date | | | Number of
Shares or
Units of Stock
That Have
Not Vested (#) | | | Market Value of
Shares or
Units of Stock That Have
Not Vested ($)(1) | | | Laurence D. Fink | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 4,610 | (2) | | $ | 1,810,900 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 3,687 | (2) | | $ | 1,853,455 | | | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 41,734 | (3) | | $ | 16,393,950 | | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 7,374 | (2) | | $ | 2,896,655 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 36,796 | (3) | | $ | 18,497,349 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 36,962 | (3) | | $ | 14,519,413 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 5,414 | (2) | | $ | 2,721,618 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 8,121 | (2) | | $ | 3,190,091 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 18,462 | (3) | | $ | 9,280,847 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 19,957 | (3) | | $ | 7,839,509 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 10,358 | (2) | | $ | 5,206,967 | | | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 26,460 | (3) | | $ | 13,301,442 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 3,419 | (2) | | $ | 1,343,052 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 2,851 | (2) | | $ | 1,433,198 | | | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 30,956 | (3) | | $ | 12,160,136 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 28,450 | (3) | | $ | 14,301,815 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 5,702 | (2) | | $ | 2,239,860 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 4,136 | (2) | | $ | 2,079,167 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 28,578 | (3) | | $ | 11,226,010 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 14,275 | (3) | | $ | 7,176,043 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 6,204 | (2) | | $ | 2,437,055 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 8,530 | (2) | | $ | 4,288,031 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 15,431 | (3) | | $ | 6,061,605 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 20,160 | (3) | | $ | 10,134,432 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 2,139 | (2) | | $ | 840,242 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 1,688 | (2) | | $ | 848,558 | | | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 6,794 | (3) | | $ | 2,668,819 | | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 3,376 | (2) | | $ | 1,326,160 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 6,205 | (3) | | $ | 3,119,254 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 6,233 | (3) | | $ | 2,448,447 | | | | 12/4/2017 | | | | 108,190 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | | — | | | | | 12/4/2017 | | | | 108,190 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | $ | — | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,737 | (2) | | $ | 1,375,890 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 4,105 | (2) | | $ | 1,612,526 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 3,114 | (3) | | $ | 1,565,408 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 3,366 | (3) | | $ | 1,322,232 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 4,874 | (2) | | $ | 2,450,160 | | | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 6,048 | (3) | | $ | 3,040,330 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 1,734 | (2) | | $ | 681,150 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 1,368 | (2) | | $ | 687,694 | | | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 6,420 | (3) | | $ | 2,521,904 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 5,822 | (3) | | $ | 2,926,719 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 2,736 | (2) | | $ | 1,074,756 | | | | 12/4/2017 | | | | 81,142 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | | — | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 5,848 | (3) | | $ | 2,297,211 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,354 | (2) | | $ | 1,183,356 | | | | | 12/4/2017 | | | | 81,142 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | $ | — | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,373 | (3) | | $ | 1,192,907 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 3,531 | (2) | | $ | 1,387,047 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 4,295 | (2) | | $ | 2,159,097 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,825 | (3) | | $ | 1,109,717 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 4,284 | (3) | | $ | 2,153,567 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 1,576 | (2) | | $ | 619,084 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 1,244 | (2) | | $ | 625,359 | | | | | 1/19/2016 | | | | — | | | | — | | | | — | | | | 5,944 | (3) | | $ | 2,334,922 | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 5,467 | (3) | | $ | 2,748,261 | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 2,488 | (2) | | $ | 977,336 | | | | 12/4/2017 | | | | 81,142 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | | — | | | | | 1/17/2017 | | | | — | | | | — | | | | — | | | | 5,492 | (3) | | $ | 2,157,367 | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,060 | (2) | | $ | 1,035,562 | | | | | 12/4/2017 | | | | 81,142 | | | | 513.5 | | | | 12/4/2026 | (4) | | | — | | | $ | — | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,743 | (3) | | $ | 1,378,906 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 3,089 | (2) | | $ | 1,213,421 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 3,717 | (2) | | $ | 1,868,536 | | | | | 1/16/2018 | | | | — | | | | — | | | | — | | | | 2,966 | (3) | | $ | 1,165,104 | | | | 1/17/2019 | | | | — | | | | — | | | | — | | | | 4,914 | (3) | | $ | 2,470,268 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Market Value of Shares or Units of Stock that have not vested.That Have Not Vested.Amounts reflect theyear-end value of RS, RSUs and BPIP Awards, based on the closing price of $392.82$502.70 per share of BlackRock common stock on December 31, 2018.2019. With respect to the BPIP Awards, the value shown is based on the number of shares that the NEO would receive upon settlement of the award assuming actual performance through December 31, 20182019 and 100% of target for the remainder of the performance period. |
| (2) | One-third of these RS/RSUs vest on each of the first three anniversaries after the year in which the grant date occurs (beginning on January 31 following the year of grant). |
| (3) | These BPIP Awards vest subject to the Company’s attainment of certain financial targets during the three-year performance period commencing with the year of grant. The number of units shown reflects the number of shares that the NEO would receive upon settlement of the award assuming actual performance relative to the performance targets through December 31, 20182019 and target-level performance for the remainder of the performance period (which equals 100.6% of target for the BPIP Awards granted January 19, 2016, 111%110.9% of target for the BPIP Awards granted January 17, 2017, and 91%84% of target for the BPIP Awards granted January 16, 2018)2018, and 103.4% of target for the BPIP Awards granted January 17, 2019). See “Potential Payments Upon Termination of Employment or a Change in Control” on page 8286 for additional details regarding these awards. |
| (4) | In the fourth quarter of 2017, BlackRock implemented a key strategic part of our long-term management succession plansplan by granting long-term incentive awards in the form of performance-based stock options to a select group of senior leaders, excluding the CEO and President, who we believe will play critical roles in BlackRock’s future. These awards represent performance-based option awards granted to Messrs. Goldstein, Kushel and Shedlin in connection with the strategic initiative.One-third of these performance-based stock options will vest on each of the fifth, sixth and seventh anniversaries of the date of grant, provided a stock price hurdle of at least 25% growth from the strike price of $513.50 (the closing stock price on the date of grant) is met and maintained for 20 consecutive trading days within five years of grant and positive Organic Revenue growth during the performance period is achieved. The term of the stock options is nine years. Consistent with the intent of these grants, if a participant voluntarily terminates employment for any reason, including retirement, all unvested awards are forfeited. |
82BLACKROCK, INC. 20192020 PROXY STATEMENT79
Compensation Discussion and Analysis | Executive Compensation Tables 20182019 Option Exercises and Stock Vested
The following table sets forth information concerning the number of shares acquired and the value realized by our NEOs during the fiscal year ended December 31, 20182019 on the exercise of options or the vesting and/or settlement of RS and RSUs. | | | | Option Awards | | | Stock Awards | | | Option Awards | | | Stock Awards | | Name | | Number of
Shares
Acquired on
Exercise (#) | | | Value
Realized on
Exercise ($)(1) | | | Number of
Shares
Acquired on
Vesting (#) | | | Value Realized on
Vesting ($)(1) | | | Number of
Shares
Acquired on
Exercise (#) | | | Value
Realized on
Exercise ($)(1) | | | Number of
Shares
Acquired on
Vesting (#) | | | Value Realized on
Vesting ($)(1) | | Laurence D. Fink | | | — | | | | — | | | | 74,655 | | | $ | 41,977,760 | | | | — | | | | — | | | | 52,738 | | | $ | 21,534,508 | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | — | | | | — | | | | 57,774 | | | $ | 32,485,742 | | | | — | | | | — | | | | 39,294 | | | $ | 16,044,919 | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | — | | | | — | | | | 21,117 | | | $ | 11,873,878 | | | | — | | | | — | | | | 11,989 | | | $ | 4,895,468 | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | — | | | | — | | | | 19,444 | | | $ | 10,933,167 | | | | — | | | | — | | | | 10,699 | | | $ | 4,368,723 | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | — | | | | — | | | | 17,612 | | | $ | 9,903,051 | | | | — | | | | — | | | | 9,793 | | | $ | 3,998,776 | | | | | | | | | | | | | | | | | | | |
| (1) | Value realized reflects (i) the closing price per share of BlackRock common stock on the day prior to the vesting date, multiplied by (ii) the number of RS or RSUs that vested. |
20182019 Nonqualified Deferred Compensation
| Name | | Executive
Contributions
in Last
Fiscal Year ($) | | | Registrant
Contributions
in Last
Fiscal Year
($) | | | Aggregate
Earnings (Losses)
in Last
Fiscal Year ($)(1) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance at Last
Fiscal Year End
($) | | | Executive
Contributions
in Last
Fiscal Year ($) | | | Registrant
Contributions
in Last
Fiscal Year
($) | | | Aggregate
Earnings (Losses)
in Last
Fiscal Year ($)(1) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance at Last
Fiscal Year-End
($) | | Laurence D. Fink | | | — | | | | — | | | $ | (139,259 | ) | | | — | | | $ | 2,306,976 | | | | — | | | | — | | | $ | 688,474 | | | | — | | | $ | 2,995,450 | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | — | | | | — | | | $ | 1,474 | | | | — | | | $ | 222,873 | | | | — | | | | — | | | $ | 15,335 | | | | — | | | $ | 238,208 | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | — | | | | — | | | $ | (1,838,054 | ) | | $ | 1,726,878 | | | $ | 9,909,028 | | | | — | | | | — | | | $ | (2,726,297 | ) | | $ | 3,262,560 | | | $ | 7,182,731 | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | $ | 295,000(2) | | | | — | | | $ | (74,266 | ) | | | — | | | $ | 2,159,973 | | | $ | 542,500(2) | | | | — | | | $ | 346,802 | | | | — | | | $ | 3,049,275 | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Represents earnings on balances in the VDCP (as defineddescribed below), none of which were determined to be above-market. |
| (2) | The amount of Mr. Kushel’s contribution to the VDCP is included in the $2,950,000$2,712,500 shown for 20172018 for Mr. Kushel in the Bonus column of the 20182019 Summary Compensation Table. |
Voluntary Deferred Compensation Plan BlackRock maintains the VDCP, which allows participants to elect to defer between 1% and 100% of the cash element of their annual incentive compensation that is not mandatorily deferred under another arrangement. The participants must specify a deferral period of up to 10 years and distributions may be in up to 10 installments. The benchmark investments available for the NEOs are the same as those for all other participants. Deferred amounts and any benchmark returns are vested at the time of deferral or crediting, as applicable, under the VDCP. Potential Payments Upon Termination or Change in Control As described previously, the NEOs do not have individual employment, severance or change in control agreements with BlackRock. Pursuant to the terms of the applicable equity award agreements, an NEO whose employment is terminated may be entitled to accelerated vesting and payment (or continued eligibility for vesting and payment) with respect to such NEO’s outstanding awards. In addition, upon a termination of employment by the Company without cause, an NEO may be eligible to receive severance benefits under the Severance Plan. The applicable terms and estimated payment amounts with respect to the foregoing are set forth in the tables on pages 8184 and 82,86, in each case assuming a termination of employment of the NEO on December 31, 2018. Upon a change in control of BlackRock or a termination (with respect to deferrals prior to the 2016 plan year) of an NEO’s employment for any reason, such NEO’s VDCP balance would be paid out. Upon a termination of an NEO’s employment for any reason with respect to deferrals for the 2016 plan year and beyond, such NEO’s VDCP balance would be paid in accordance with their deferral election. All outstanding VDCP balances were fully vested as of December 31, 2018. Accordingly, no amounts have been included in the table on page 82 with respect to VDCP balances. For additional information, please refer to the“2018 Nonqualified Deferred Compensation” table above.2019.
80BLACKROCK, INC. 20192020 PROXY STATEMENT83
Compensation Discussion and Analysis | Executive Compensation Tables Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Type of Award | | Voluntary Resignation | | | Termination For Cause | | | Involuntary Termination Without Cause(1) | | Qualified Retirement / Disability | | | Death | | RS/RSUs Granted
as Part of Annual Incentive Awards(“Year-End Awards”) | |
| Unvested
awards are
forfeited. |
| |
| Unvested
awards are
forfeited. |
| | Awards will continue to vest in accordance with their schedule following termination. Any portion of the award that remains unvested on theone-year anniversary of termination will become fully vested on that date. For awards granted after 2016, if termination occurs within theone-year period following a change in control of BlackRock, the awards will vest at the time of termination. | |
| Awards will continue to
to vest in accordance with
with their schedule following
following termination.
Any portion
of the
award that
remains
unvested on
the
one-year
anniversary of
of termination will become
become fully vested
on that date. |
| | | Immediate vesting and settlement. | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs Granted as BPIP Awards | |
| Unvested
awards are
forfeited. |
| |
| Unvested
awards are
forfeited. |
| | Awards granted in January 2016 and January 2017 will be eligible to vest on a pro rata basis (based on length of service during the performance period), subject to attainment of the applicable performance targets. If termination occurs within the12-month period following a change in control, awards granted will fully vest at target level. Awards granted after January 2017 will continue to be eligible to fully vest following the end of the performance period, subject to attainment of the applicable performance targets andnon-engagement in any Competitive Activity prior to the vesting date. If termination occurs within the12-month period following a change in control, awards granted will fully vest at target level. | |
| Awards will continue to
to be eligible to fully vest
vest following the end
of the performance
period, subject to
attainment of the
performance period,
subject to attainment of
the applicable
performance targets
andnon-engagement in
in any Competitive Activity
Activity prior to the
vesting date. |
| | | Awards will continue to be eligible to fully vest following the end of the performance period, subject to attainment of the applicable performance targets. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Performance-Based Option Awards | |
| Unvested
awards are
forfeited;
vested but
unexercised
awards
remain
exercisable
for a
90-day
period
following
separation. |
| |
| Unvested
awards are
forfeited;
vested and
unexercised
awards are
cancelled. |
| | Awards will vest on a pro rata basis with respect to each tranche (based on length of service during the vesting period), plus aone-year service credit, and will remain exercisable through the full term, subject to achievement of the applicable performance conditions. If such termination occurs within the12-month period following a change in control, awards will fully vest and remain exercisable through the full term. | |
| Qualified Retirement:
Unvested awards are
forfeited; vested but
unexercised awards
remain exercisable for a
a90-day period following
following separation. Disability:Awards will
continue to be eligible to
to fully vest on each
vesting date, subject to
to achievement of the
applicable
performance
conditions. Any vested
options will remain
exercisable through the
the full term. |
| |
| Awards will continue
to be eligible to fully vest on each vesting date, subject to achievement of the applicable performance conditions. Any vested options will remain exercisable through the full term. |
| | | | | | | | | | | | | | | | | | | | |
| (1) | Treatment described in the event of a termination without cause following a change in control applies if outstanding awards are assumed or substituted by the acquirer. If outstanding awards are not assumed or substituted, such awards would become vested at the time of the change in control (at target level for performance-based awards). |
84BLACKROCK, INC. 2020 PROXY STATEMENT
Compensation Discussion and Analysis | Executive Compensation Tables Voluntary Deferred Compensation Plan:Upon a change in control of BlackRock, Inc. or a termination (with respect to deferrals prior to the 2016 plan year) of an NEO’s employment for any reason, such NEO’s VDCP balance would be paid out. Upon a termination of an NEO’s employment for any reason with respect to deferrals for the 2016 plan year and beyond, such NEO’s VDCP balance would be paid in accordance with their deferral election. All outstanding VDCP balances were fully vested as of December 31, 2019. Accordingly, no amounts have been included in the table on page 86 with respect to VDCP balances. For additional information, please refer to the“2019 Nonqualified Deferred Compensation” table on page 83. Leadership Retention Carry Plan:Percentage points granted under the Leadership Retention Carry Plan in 2019 had no grant date fair value as determined pursuant to FASB ASC Topic 718. In the event of a termination of employment due to voluntary resignation, termination for cause or involuntary termination without cause, all percentage points granted are forfeited. In the event of a termination of employment due to qualified retirement, death or disability, each recipient would begin receiving cash distributions in accordance with the schedule described below, with respect to his or her percentage points granted under the BlackRock Leadership Retention Carry Plan, subject to the execution of a release of claims and compliance with restrictive covenant obligations. An initial distribution would be made on the first payroll date following June 30th of the calendar year immediately following the year in which the qualifying termination occurs, with additional distributions occurring on the first payroll dates following the dates that are 48 and 108 months, respectively, following the initial distribution date. In each case, the distributions would be based on the actual carried interest distributions to BlackRock, Inc. from the participating BlackRock carry funds as of the applicable measurement date; provided that, each of first two distributions will be limited to 80% of the distributions calculated as of the applicable measurement date. For purposes of each distribution, the measurement date will be December 31st preceding the year in which the distribution is made. For additional information, please refer to “Leadership Retention Carry Plan” on page 65. BLACKROCK, INC. 20192020 PROXY STATEMENT 8185
Compensation Discussion and Analysis | Executive Compensation Tables Potential Payments Upon Termination of Employment or a Change in Control The amounts in the table below reflect an assumed termination of employment on December 31, 20182019 and are based on the closing price of BlackRock common stock on December 31, 2018,2019, which was $392.82.$502.70. Any amounts payable upon or due to an NEO’s termination by BlackRock other than for cause, due to the NEO’s disability or upon a qualified retirement (as such terms are defined in the applicable award agreements) are subject to the NEO’s (i) execution of a release of claims against BlackRock and (ii) continued compliance with covenants restricting the NEO’s solicitation of clients or employees of BlackRock for theone-year period following termination. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Involuntary Termination Without Cause | | | Involuntary Termination Without Cause Following a Change in Control | | | Death /Disability | | | Qualified Retirement | | | Voluntary Resignation / Termination for Cause | | | | | | | | Laurence D. Fink | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 7,897,646 | | | $ | 7,897,646 | | | $ | 7,897,646 | | | $ | 7,897,646 | | | | — | | | | | | | | BPIP Awards(2), (3), (4) | | $ | 33,913,067 | | | $ | 38,061,508 | | | $ | 38,752,871 | | | $ | 38,752,871 | | | | — | | | | | | | | Severance(9) | | $ | 1,557,692 | | | $ | 1,557,692 | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | Total(10) | | $ | 43,368,405 | | | $ | 47,516,846 | | | $ | 46,650,518 | | | $ | 46,650,518 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 6,019,967 | | | $ | 6,019,967 | | | $ | 6,019,967 | | | $ | 6,019,967 | | | | — | | | | | | | | BPIP Awards(2), (3), (4) | | $ | 25,705,748 | | | $ | 28,913,123 | | | $ | 29,447,751 | | | $ | 29,447,751 | | | | — | | | | | | | | Severance(9) | | $ | 1,298,077 | | | $ | 1,298,077 | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | Total(10) | | $ | 33,023,791 | | | $ | 36,231,167 | | | $ | 35,467,718 | | | $ | 35,467,718 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 3,778,928 | | | $ | 3,778,928 | | | $ | 3,778,928 | | | $ | 3,778,928 | | | | — | | | | | | | | BPIP Awards(2), (3), (4) | | $ | 4,301,117 | | | $ | 6,323,224 | | | $ | 6,439,498 | | | $ | 6,439,498 | | | | — | | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Severance(9) | | $ | 480,769 | | | $ | 480,769 | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | Total(10) | | $ | 8,560,815 | | | $ | 10,582,921 | | | $ | 10,218,427 | | | $ | 10,218,427 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 3,142,953 | | | $ | 3,142,953 | | | $ | 3,142,953 | | | $ | 3,142,953 | | | | — | | | | | | | | BPIP Awards(2), (3), (4) | | $ | 4,053,379 | | | $ | 5,693,926 | | | $ | 5,826,699 | | | $ | 5,826,699 | | | | — | | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Severance(9) | | $ | 519,231 | | | $ | 519,231 | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | Total(10) | | $ | 7,715,562 | | | $ | 9,356,110 | | | $ | 8,969,652 | | | $ | 8,969,652 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 2,809,841 | | | $ | 2,809,841 | | | $ | 2,809,841 | | | $ | 2,809,841 | | | | — | | | | | | | | BPIP Awards(2), (3), (4) | | $ | 3,773,167 | | | $ | 5,554,475 | | | $ | 5,657,394 | | | $ | 5,657,394 | | | | — | | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Severance(9) | | $ | 115,385 | | | $ | 115,385 | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | Total(10) | | $ | 6,698,394 | | | $ | 8,479,701 | | | $ | 8,467,235 | | | $ | 8,467,235 | | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Name | | Involuntary Termination Without Cause | | | Involuntary Termination Without Cause Following a Change in Control | | | Qualified Retirement /
Disability / Death | | | Voluntary Resignation / Termination for Cause | | | | | | | Laurence D. Fink | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 9,782,039 | | | $ | 9,782,039 | | | $ | 9,782,039 | | | | — | | | | | | | BPIP Awards(2), (3), (4) | | $ | 41,079,639 | | | $ | 42,410,286 | | | $ | 41,079,639 | | | | — | | | | | | | Severance(9) | | $ | 1,557,692 | | | $ | 1,557,692 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | Total(11) | | $ | 52,419,370 | | | $ | 53,750,017 | | | $ | 50,861,678 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Kapito | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 7,800,396 | | | $ | 7,800,396 | | | $ | 7,800,396 | | | | — | | | | | | | BPIP Awards(2), (3), (4) | | $ | 31,612,290 | | | $ | 32,645,841 | | | $ | 31,612,290 | | | | — | | | | | | | Severance(9) | | $ | 1,298,077 | | | $ | 1,298,077 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | Total(10), (11) | | $ | 40,710,762 | | | $ | 41,744,314 | | | $ | 39,412,685 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Robert L. Goldstein | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 4,674,607 | | | $ | 4,674,607 | | | $ | 4,674,607 | | | | — | | | | | | | BPIP Awards(2), (3), (4) | | $ | 7,724,991 | | | $ | 7,923,055 | | | $ | 7,724,991 | | | | — | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | | | | Severance(9) | | $ | 500,000 | | | $ | 500,000 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | Total(11) | | $ | 12,899,598 | | | $ | 13,097,662 | | | $ | 12,399,598 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | J. Richard Kushel | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 4,030,146 | | | $ | 4,030,146 | | | $ | 4,030,146 | | | | — | | | | | | | BPIP Awards(2), (3), (4) | | $ | 6,273,193 | | | $ | 6,429,533 | | | $ | 6,273,193 | | | | — | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | | | | Severance(9) | | $ | 519,231 | | | $ | 519,231 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | Total(11) | | $ | 10,822,570 | | | $ | 10,978,910 | | | $ | 10,303,339 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | Gary S. Shedlin | | | | | | | | | | | | | | | | | | | | | | Year-End Awards(1) | | $ | 3,529,457 | | | $ | 3,529,457 | | | $ | 3,529,457 | | | | — | | | | | | | BPIP Awards(2), (3), (4) | | $ | 6,597,435 | | | $ | 6,778,910 | | | $ | 6,597,435 | | | | — | | | | | | | Option Awards(5), (6), (7), (8) | | | — | | | | — | | | | — | | | | — | | | | | | | Severance(9) | | $ | 134,615 | | | $ | 134,615 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | Total(11) | | $ | 10,261,507 | | | $ | 10,442,981 | | | $ | 10,126,892 | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | This reflects an amount equal to (i) the number of unvested RS/RSUs awarded asYear-End Awards outstanding as of December 31, 2018,2019, multiplied by (ii) $392.82$502.70 (the closing price of BlackRock common stock on December 31, 2018)2019). For additional detail on theYear-End Awards, please refer to the “20182019 Outstanding Equity Awards at FiscalYear-End” table on page 7982 and the ““Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 81.84. |
| (2) | BPIP Awards upon an involuntary termination without cause (other than following a change in control):This row reflects For the sum of the value attributable to the January 2016 BPIP Awards, January 2017 BPIP Awards, and January 2018 BPIP Awards. For the January 2016 BPIP Awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the performance targets through December 31, 20182019 multiplied by (ii) $392.82$502.70 (the closing price of BlackRock common stock on December 31, 2018)2019). For both January 20172018 BPIP Awards and January 2019 BPIP Awards, the value reflects an amount equal to the product of (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the |
82BLACKROCK, INC. 2019 PROXY STATEMENT
Compensation Discussion and Analysis | Executive Compensation Tables
| performance targets through December 31, 2018 and target-level performance for the remainder of the applicable performance period, multiplied by $392.82, and (ii), a fraction, the numerator of which is the number of completed months of service during the performance period as of December 31, 2018, and the denominator of which is the total number of months during the performance period. For January 2018 BPIP Awards, the valueshown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance |
86BLACKROCK, INC. 2020 PROXY STATEMENT
Compensation Discussion and Analysis | Executive Compensation Tables | relative to the performance targets through December 31, 20182019 and target-level performance for the remainder of the applicable performance period, multiplied by (ii) $392.82.$502.70. The actual number of shares that an NEO would receive following the end of the three-year performance period will be based on the Company’s actual performance over the duration of the performance period. For additional detail on the BPIP awards,Awards, please refer to the “20182019 Grants of Plan-Based Awards” table on page 78,81, the “20182019 Outstanding Equity Awards at FiscalYear-End” table on page 7982 and the “Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 81.84. |
| (3) | BPIP Awards upon an involuntary termination without cause within 12 months following a change in control: This row reflectsFor the sum of the value attributable to the January 2016 BPIP Awards, January 2017 BPIP Awards, and January 2018 BPIP Awards. For the January 2016 BPIP Awards, the tablevalue shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the performance targets through December 31, 20182019 multiplied by (ii) $392.82$502.70 (the closing price of BlackRock common stock on December 31, 2018)2019). For theboth January 20172018 BPIP Awards and 20182019 BPIP Awards, the table reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award at target-level performance during the performance period, multiplied by (ii) $392.82.$502.70. Under the terms of the Stock Plan, any outstanding awards that are not assumed by the acquirer in the event of a change in control would become fully vested (at target level for performance-based awards). |
| (4) | BPIP Awards upon a termination due to death, disability or qualified retirement: For January 20162017 BPIP Awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance through December 31, 2019 multiplied by (ii) $502.70 (the closing price of BlackRock common stock on December 31, 2019). For both January 2018 and January 2019 BPIP Awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the performance targets through December 31, 2018 multiplied by (ii) $392.82 (the closing price of BlackRock common stock on December 31, 2018). For both January 2017 BPIP Awards2019 and January 2018 BPIP Awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming (A) actual performance relative to the performance targets through December 31, 2018 and (B) target-level performance for the remainder of the applicable performance period, multiplied by (ii) $392.82.$502.70. The actual number of shares that an NEO would receive following the end of the three-year performance period will be based on the Company’s actual performance over the duration of the performance period. |
| (5) | In the fourth quarter of 2017, we implemented a key strategic part of our long-term management succession plansplan by creating equity incentive grants of performance-based stock options for a select group of senior leaders, excluding the CEO and President, who we believe will play critical roles in BlackRock’s future. These awards were part of a strategic initiative and we do not consider them to be part of our regular annual compensation. |
| (6) | Option Awards upon an involuntary termination without cause: Assuming a termination date of December 31, 2018,2019, the closing price of BlackRock common stock was $392.82$502.70 as of such date and, therefore, the stock price hurdle would not have been met. The amounts shown represent the value of a pro rata portion of unvested options as of December 31, 2018,2019, at the closing price on that date. The pro rata portion (with respect to each tranche) which can be earned based on, and subject to, the achievement of the performance conditions is determined by multiplying the unvested options at termination of employment by a fraction, the numerator of which is the number of full months, rounded down, the executive was employed from the date of grant through the termination date plus 12 months, and the denominator of which is the number of full months elapsed from the grant date through the applicable vesting date. |
| (7) | Option Awards upon a termination without cause within 12 months following a change in control or due to death or disability: Assuming a termination date of December 31, 2018,2019, the closing price of BlackRock common stock was $392.82$502.70 as of such date and, therefore, the stock price hurdle would not have been met. The amounts shown represent the value of unvested options as of December 31, 2018.2019. |
| (8) | Option Awards upon qualified retirement: all unvested options will be forfeited. |
| (9) | Reflects the amount that would have been payable to the NEO in a lump sum pursuant to the Severance Plan, assuming the NEO’s termination of employment by BlackRock other than for cause on December 31, 2018.2019. |
| (10) | ValuesTotal value for Mr. Kapito includes an award of percentage points under the BlackRock Leadership Retention Carry Plan in order to promote his long-term retention and drive future growth. The award has a reasonable estimated value of $0, assuming a termination date of December 31, 2019 and initial distribution date of June 30, 2020.
|
| (11) | Total values forYear-End Awards, BPIP Awards, Option Awards and Severance are rounded to the nearest whole number and, as a result of such rounding, the sum of such amounts may differ slightly from the amounts set forth in the line item titled “Total”“Total”. |
CEO Pay Ratio for 20182019 As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO: For 2018,2019, our last completed fiscal year: The median of the annual total compensation of all employees of our Company (other than our CEO) was $136,313;$133,644; and The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $26,543,344.$24,308,254. Based on this information, the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees was 195:182:1. This result is broadly consistent with our historical pay practices. 2018BLACKROCK, INC. 2020 PROXY STATEMENT 87
Compensation Discussion and Analysis | CEO Pay Ratio for 2019 2019 CEO Pay Ratio = 195:182:1 Methodology To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: | 1. | Selection of Determination Date. We determined that, as of December 31, 2018,2019, our employee population consisted of approximately 14,90016,200 employees globally (as reported in Item 1,Business, in our Annual Report on2019 Form10-K10-K). filed on February 28, 2019 (our “Annual Report”)). This population included all of our full-time and part-time employees. |
BLACKROCK, INC. 2019 PROXY STATEMENT 83
Compensation Discussion and Analysis | Executive Compensation Tables
| 2. | Identification of Median Employee.To identify the “median employee” from our employee population, we reviewed the 20182019 total compensation of our employees. Total compensation includes base salary, overtime, 20182019 annual incentive award, direct incentives, commission payments and long-term equity incentive grants as reflected in the 20182019 annual compensation statements provided to each employee as part of theyear-end compensation process. |
| | We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.We did not make anycost-of-living adjustments in identifying the “median employee.” |
| 3. | Calculation of Annual Total Compensation.Once we identified our median employee, we combined all the elements of such employee’s compensation for 20182019 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $136,313.$133,644. The difference between such employee’s total compensation and the reported amount for the ratio calculation is the contributions made by BlackRock under its tax qualified defined contribution (401(k)) plan for 20182019 to such employee, which totaled $6,313.$7,744. |
| | For our CEO’s annual total compensation, we used the amount reported in the “Total” column (column (j)) of our20182019 Summary Compensation Table included in this Proxy Statement on page 77.80. |
Equity Compensation Plan Information The following table summarizes information, as of December 31, 2018,2019, relating to BlackRock equity compensation plans pursuant to which grants of options, restricted stock, restricted stock unitsRSUs or other rights to acquire shares of BlackRock common stock may be granted from time to time. | | | | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities available for
issuance under
equity compensation
plans (excluding
securities reflected
in first column) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities available for
issuance under
equity compensation
plans (excluding
securities reflected
in first column) | | | Approved | | | | | | | | | | | | | BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan | | | 5,081,038 | (1) | | $ | 513.50 | (2) | | | 8,434,420 | | | | 4,920,515 | (1) | | $ | 513.50 | (2) | | | 7,197,212 | | Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan | | | — | | | | N/A | | | | 512,215 | (3) | | | — | | | | N/A | | | | 472,529 | (3) | | | | | | | | | | | | | | | Total Approved by Shareholders | | | 5,081,038 | | | | | | 8,946,635 | | | | 4,920,515 | | | | | | 7,669,741 | | | | | | | | | | | | | | | | Not Approved | | | | | | | | | | | | | None | | | — | | | | N/A | | | | — | | | | — | | | | N/A | | | | — | | | | | | | | | | | | | | | | Total Not Approved by Shareholders | | | — | | | | N/A | | | | — | | | | — | | | | N/A | | | | — | | | | | | | | | | | | | | | | Total | | | 5,081,038 | | | | | | 8,946,635 | | | | 4,920,515 | | | | | | 7,669,741 | | | | | | | | | | | | | | | |
| (1) | Includes 2,974,5562,979,370 shares subject to RSUs (including RSUs which are settled in cash) and BPIP Awards (assuming payout at target levels) and 2,106,4821,941,145 stock options. On December 31, 2018, 143,4582019, no shares were available for contribution by PNC pursuant to the Share Surrender Agreement between BlackRock and PNC to settle awards outstanding under the Stock Plan and for future BlackRock stock grants under any other plan in accordance with the terms of the Share Surrender Agreement. Since February 2009, these shares were held by PNC as Series C Preferred stock. In January 2019, 143,458 shares were surrendered. As of February 28, 2019, no shares remain available for contribution by PNC. Pursuant to SEC guidance, unvested shares of RS that were issued and outstanding on December 31, 2018 are not included in the first or third column of this table. |
| (2) | Represents the weighted-average exercise price of stock options only. |
| (3) | Includes 512,215472,529 shares remaining available for issuance under the Employee Stock Purchase Plan, of which 10,6297,753 were subject to purchase during the open offering period that included December 31, 2018.2019. |
8488 BLACKROCK, INC. 20192020 PROXY STATEMENT
Ratification of the Appointment of the Independent Registered Public Accounting Firm The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit BlackRock’s financial statements. The Audit Committee conducts a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence.independence, and takes into account the insight provided to the Audit Committee and the quality of information provided on accounting issues, auditing issues and regulatory developments. The Audit Committee also considers whether, in order to ensure continuing auditor independence, there should be periodic rotation of the independent registered public accounting firm, taking into consideration the advisability and potential costs and impact of selecting a different firm. At its meeting on March 13, 2019,17, 2020, the Audit Committee appointed Deloitte to serve as BlackRock’s independent registered public accounting firm for the 20192020 fiscal year. Deloitte or its predecessors have served as BlackRock’s independent registered public accounting firm since 2002. The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of Deloitte. In addition to ensuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner. The Audit Committee evaluated Deloitte’s institutional knowledge and experience, quality of service, sufficiency of resources and quality of the Board believeteam’s communications and interactions as well as the team’s objectivity and professionalism. As a result, the Audit Committee believes that the continued retention of Deloitte to serve as BlackRock’s independent registered public accounting firm is in the best interests of the Company and its shareholders, andshareholders. Accordingly, we are asking shareholders to ratify the appointment of Deloitte. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of Deloitte to our shareholders for ratification because we value our shareholders’ views on this appointment and as a matter of good corporate governance. In the event that shareholders fail to ratify the appointment, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of Deloitte are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions. BLACKROCK, INC. 20192020 PROXY STATEMENT 8589
Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm | Fees Incurred by BlackRock for Deloitte Fees Incurred by BlackRock for Deloitte Aggregate fees incurred by BlackRock for the fiscal years ended December 31, 20182019 and 2017,2018, for BlackRock’s independent registered public accounting firm, Deloitte, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates, are set forth below. | | | | | | | 2018 | | | 2017 | | | 2019 | | | 2018 | | | Audit Fees(1) | | $ | 17,930,000 | | | $ | 13,922,000 | | | $ | 18,362,000 | | | $ | 17,930,000 | | | | | | | | | | | | | Audit-Related Fees(2) | | $ | 3,766,000 | | | $ | 4,315,000 | | | $ | 3,892,000 | | | $ | 3,766,000 | | | | | | | | | | | | | Tax Fees(3) | | $ | 948,000 | | | $ | 1,277,000 | | | $ | 1,432,000 | | | $ | 948,000 | | | | | | | | | | | | | All Other Fees(4) | | $ | 829,000 | | | $ | 1,041,000 | | | $ | 765,000 | | | $ | 829,000 | | | | | | | | | | | | Total | | $ | 23,473,000 | | | $ | 20,555,000 | | | $ | 24,451,000 | | | $ | 23,473,000 | | | | | | | | | | | |
| (1) | Audit Fees consisted of fees for the audits of the consolidated financial statements and reviews of the condensed consolidated financial statements filed with the SEC onForms10-K and10-Q, respectively, as well as work generally only the independent registered public accounting firm can be reasonably expected to provide, such as statutory audits and review of documents filed with the SEC. Audit fees also included fees for the audit opinion rendered regarding the effectiveness of internal control over financial reporting and audits of certain sponsored funds. |
| (2) | Audit-Related Fees consisted principally of assurance and related services pursuant to Statement on Standards for Attestation Engagements (SSAE) No. 18 and International Standard on Assurance Engagements (ISAE) 3402, fees for employee benefit plan audits, attestation services for Global Investment Performance Standards (GIPS®) verification and other assurance engagements. |
| (3) | Tax Fees consisted of fees for all services performed by the independent registered public accounting firm’s tax personnel, except those services specifically related to the audit and review of the financial statements, and consisted principally of tax compliance and reviews of tax returns for certain sponsored investment funds. |
| (4) | All Other Fees consisted of fees paid to the independent registered public accounting firm other than audit, audit-related or tax services. All Other Fees included services related to regulatory advice, technology subscriptions and translation services. |
Deloitte also provides audit, audit-related and tax services directly to certain of our affiliated investment companies, unit trusts and partnerships. Fees paid to Deloitte directly by these funds for services were $22,800,000$25,000,000 and $22,500,000$22,800,000 for the fiscal years ended December 31, 20182019 and 2017,2018, respectively. Such fees do not include any fees paid to Deloitte by registered investment companies. Audit CommitteePre-Approval Policy In accordance with BlackRock’s Audit CommitteePre-Approval Policy (the“Pre-Approval Policy”), all services performed for BlackRock by BlackRock’s independent registered public accounting firmDeloitte werepre-approved by the Audit Committee. The Audit Committee which concluded that the provision of such services by Deloitte was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The responsibility forpre-approval of audit and permittednon-audit services includespre-approval of the fees for such services. Periodically, the Audit Committee reviews andpre-approves all audit, audit-related, tax and other services that are performed by BlackRock’s independent registered public accounting firm for BlackRock. In the intervals between the scheduled meetings of the Audit Committee, the Audit Committee delegatespre-approval authority under thePre-Approval Policy to the Chair of the Audit Committee. The Chair or designee must report anypre-approval decisions under thePre-Approval Policy to the Audit Committee at its next scheduled meeting. Board Recommendation  
The Board of Directors unanimously recommends a vote "FOR" the ratification of Deloitte LLP as BlackRock's independent registered public accountingaccount firm for the fiscal year 2019.2020. 8690 BLACKROCK, INC. 20192020 PROXY STATEMENT
Audit Committee Report The Audit Committee’s primary responsibilities are to assist the Board with oversight of the integrity of BlackRock’s financial statements and public filings, the independent auditor’s qualifications and independence, the performance of BlackRock’s internal audit function and independent auditor and BlackRock’s compliance with legal and regulatory requirements. For more information about our Audit Committee’s responsibilities, see “Board Committees – The Audit Committee” under “Item 1 – Election of Directors” and our Audit Committee Charter. It is not the duty of the Audit Committee to prepare BlackRock’s financial statements, to plan or conduct audits or to determine that BlackRock’s financial statements are complete and accurate and are in accordance with GAAP in the United States. BlackRock’s management is responsible for preparing BlackRock’s financial statements and for maintaining internal control over financial reporting and disclosure controls and procedures. The independent registered public accounting firm is responsible for auditing theBlackRock’s financial statements and internal control over financial reporting, expressing an opinion as to whether those audited financial statements fairly present, in all material respects, the financial position, results of operations and cash flows of BlackRock in conformity with GAAP in the United States.States and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. In performing our oversight role, we have reviewed and discussed BlackRock’s audited financial statements with management and with Deloitte, BlackRock’s independent registered public accounting firm for 2018.2019. We have further discussed with Deloitte the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) standards.and the SEC. We have received from Deloitte the written disclosures required by applicable PCAOB rules regarding Deloitte’s independence, discussed with Deloitte its independence and considered whether thenon-audit services provided by Deloitte are compatible with maintaining its independence. Based on the review and discussions referred to above, we recommended to the Board, and the Board approved, inclusion of the audited financial statements in BlackRock’s Annual Report on Form10-K for the year ended December 31, 20182019 for filing with the SEC. MEMBERS OF THE AUDIT COMMITTEE Pamela Daley, Chair Mathis Cabiallavetta William E. Ford Murry S. Gerber Margaret L. Johnson Sir Deryck Maughan
Marco Antonio Slim Domit Susan L. Wagner BLACKROCK, INC. 20192020 PROXY STATEMENT 8791
Shareholder Proposal – Production of an Annuala Report on the “Statement on Certain Trade Associationthe Purpose of a and Lobbying ExpendituresCorporation”
The Unitarian Universalist Association (“UUA”), 24 Farnsworth Street, Boston, MA 02210-1409,Trio Foundation, the holder of 1222 shares of common stock and represented by As You Sow, 2150 Kittredge Street, Suite 450, Berkeley, California 94704, has advised us that it intends to introduce the following resolution, which isco-sponsored by Reynders McVeigh Capital Management / Fresh Pond Capital, Center for Community ChangeChela Blitt TTEE Chela Blitt Trust DTD 04/10/1998 and School Sisters of Notre Dame Cooperative Investment Fund:James McRitchie Roth IRA:
Whereas, our Company’s Chairman and Chief Executive Officer (CEO) Larry Fink, in August 2019, signed a Business Roundtable (BRT) “Statement on the Purpose of a Corporation,” (Statement) committing our Company to serveall stakeholders including employees, customers, supply chain, communities where we believeoperate, and shareholders. The CEO has also made other remarks implying the importance of a company’s public purpose. In his 2018 annual letter to CEOs Larry Fink wrote: Stakeholders are demanding that companies exercise leadership on a broader range of issues. And they are right to: a company’s ability to manage environmental, social, and governance matters demonstrates the leadership and good governance that is so essential to sustainable growth, which is why we are increasingly integrating these issues into our investment process. Existing governance documents evolved in fullan environment of shareholder primacy, but the Statement articulates a new purpose, moves away from shareholder primacy, and includes commitment to all stakeholders. The Statement may be beneficial to associate with our brand, however, the Statement, as company policy, may conflict with Delaware law unless integrated into Company governance documents, including bylaws, Articles of Incorporation, and/or Committee Charters. Company actions should also become integrated with the Statement. The Company currently engages in various actions that seem to contradict the Statement. As an example related to climate: Data show that BlackRock holds companies with reserves in fossil fuels amounting to a staggering 9.5 gigatonnes of CO2 emissions – or 30 percent of total energy-related carbon emissions from 2017. BlackRock has the highest ratio of coal investments compared to overall size among the ten largest fund managers. A report from German NGO Urgewald showed that Blackrock is the largest investor in companies building new coal power capacity across the world with a total investment of over $11 billion USD. BlackRock’s 2019 publicly reported proxy voting record reveals consistent votes against virtually all climate-related resolutions (having voted for only 6 of 52 such resolutions), including requests for enhanced disclosure or adoption of BlackRock’s directgreenhouse gas reduction goals, even where independent experts advance a strong business and indirect lobbying activities and expenditureseconomic case for support. Although the Statement of Purpose implies accountability to assess whether our company’s lobbying is consistent with its expressed goalsstakeholders, without clear mechanisms in place to implement the Purpose, this broadened standard couldreduce accountability to shareholders and in the best interests of stockholders.effect, ensure accountabilityto none. Resolved,: Shareholders request our Board prepare a report based on a review of the stockholdersBRT Statement of BlackRock request the preparationPurpose of a report, updated annually, disclosing: 1. | Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
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2. | Payments by BlackRock used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
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3. | BlackRock’s membership in and payments to anytax-exempt organization that writes and endorses model legislation.
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4. | Description of management’s and the Board’s decision making process and oversight for making payments described in sections 2 and 3 above.
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For purposesCorporation, signed by our Chairman and Chief Executive Officer, and provide the board’s perspective regarding how our Company’s governance and management systems should be altered to fully implement the Statement of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which BlackRock is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant oversight committees and posted on BlackRock’s website.Purpose.
Supporting Statement We encourage transparencyImplementation may include, at Board discretion, actions including amending the bylaws or articles of incorporation to integrate the new “Purpose,” establishing new goals or metrics linked to executive or board compensation, providing for representation of stakeholders in BlackRock’s usegovernance of corporate fundsour Company, and making recommendations to lobby. BlackRock spent $18,570,000 from 2010 – 2017 on federal lobbying. This figure does not include state lobbying expenditures, where BlackRock also lobbies but disclosure is uneven or absent. For example, BlackRock spent $938,394 on lobbying in California from 2011 – 2017. And BlackRock CEO Laurence Fink stated that “lobbying is really good because it is maximizing shareholder value” (“Unusual Debate at Davos: Lobbying, Maximizing Shareholder Value and the Duty of CEO’s,”ProMarket,April 1, 2016).
BlackRock lists memberships in the Investment Company Institute and the Securities Industry and Financial Markets Association, which together spent over $25,434,947 on lobbying in 2016 and 2017. BlackRock is reportedly a member of the Chamber of Commerce (“Is the Most Powerful Lobbyist in Washington Losing Its Grip?”Washington Post, July 14, 2017), which spent more than $1.4 billion in lobbying since 1998, and belongs to the Business Roundtable, which is lobbying against the right of shareholders to file resolutions. BlackRock does not comprehensively disclose its memberships in, or payments to, trade associations, nor the amounts usedregarding logistics for lobbying.
We are concerned that BlackRock’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, BlackRock believes climate change risk is an investment issue, yet the Chamber undermined the Paris climate accord (“Paris Pullout Pits Chamber against Some of Its Biggest Members,”Bloomberg, June 9, 2017). We believe that companies should ensure there is alignment between their own positions and their lobbying, including through trade associations.implementation.
8892 BLACKROCK, INC. 20192020 PROXY STATEMENT
Item 4: Shareholder Proposal – Production of an Annuala Report on Certain Trade Association andthe “Statement on the Purpose Lobbying Expendituresof a Corporation” | The Board of Directors’ Statement in Opposition
| The Board of Directors’ Statement in Opposition |
The Board of Directorshas carefully considered the proposal and believes that the actions requestedCompany already operates in accordance with principles and commitments consistent with the Business Roundtable’s “Statement on the Purpose of a Corporation” (the “BRT Statement”), and that no changes to the Company’s existing governance and management systems are required. As noted in BlackRock’s public statements and reports, our leadership has long believed that embracing purpose is central to achieving a company’s full potential. This was highlighted in Mr. Fink’s letter to public company CEOs in 2018, where he noted that “[w]ithout a sense of purpose, . . . [a company] will ultimately lose the license to operate from key stakeholders.” Mr. Fink reemphasized these thoughts in his 2020 letter, where he stressed purpose as the “engine of long-term profitability.” Moreover, in 2016, the BlackRock Board amended the Company’s Corporate Governance Guidelines to better reflect our commitment to our purpose by specifically acknowledging that long-term value creation for shareholders requires consideration of the Proponent are unnecessary and not in the best interestsconcerns of our shareholders.other stakeholders and interested parties, including clients, employees and the communities in which we operate. We believe our corporate governance and management frameworks are designed to help us achieve our purpose, which is to help more and more people experience financial well-being. We also recently launched a Corporate Sustainability website that advocating for public policies that increase financial transparency, protect investors and facilitate responsible growth of capital markets is an important part of our responsibilities to our shareholders and clients. We provide on our website extensive disclosure of our public policy engagement efforts, political activities and the decision-making and oversight associated with these efforts and activities. We reviewfurther enhances our public disclosure onand the transparency of our public policy engagements and political activities at least annually to ensure it accurately reflectspractices. Our Corporate Sustainability website highlights the many ways that we serve our activities and policies and providesclients, deliver value for our shareholders, support and develop our employees and give back to our communities.
Consistent with a clear understanding of our priorities. As part of our process, we consider feedback from our shareholderspublicly stated principles and other stakeholders. We received a nearly identical proposal last year from the same proponent. Similar to last year, we engagedcommitments, BlackRock’s operations are carried out with the proponentoversight and this year’sco-filers onguidance of the issues raisedBoard. The Board has reviewed the BRT Statement, as well as the proposal, and determined that no alteration of the Company’s governance and management systems, including its Bylaws or certificate of incorporation, are necessary in light of the fact that the Company – with the oversight of the Board and consistent with its fiduciary duties – already operates in accordance with the principles set forth in the proposal. FollowingBRT Statement. In reaching this discussion, we enhanced our disclosuresdetermination, the Board considered the Company’s public statements, actions and commitments with regard to address someeach of the concerns raised bytopics addressed in the proponent. These enhancements included clarifying that BlackRock does not engage in “grassroots lobbying” and updating the link to the government website reporting the federal political contributions made by BlackRock’s political action committee so that readers are taken directly to BlackRock’s report. Similar to last year, we engaged extensively with this proponent to explain our approach to public policy engagement and took steps to address items where the proponent thought additional clarification and facilitation would be helpfulBRT Statement as described below.
1. Delivering value to our shareholders.customers. We believeAt BlackRock’s core are principles that guide us in our current disclosures offer the appropriate amount of detail and background onmission to create better financial futures for our engagement on public policy issues. A report beyond what has beenclients. Our principles are published on our corporate website and required in our public filings would impose administrative burdens on the Company but provide only minimal additional informationdistributed to BlackRock’s shareholders. As a result,all employees. These principles define who we believe that adoption of the proposal is unnecessaryare and not in the best interest of BlackRock or our shareholders.
As detailed in our statement of Public Policy Engagement and Political Participation Policies on our website, BlackRock is committed to:
Full Transparency of Positions:how we operate:
| | • | | The comment letters we file, policy papers published through our ViewPoints series and our Public Policy Engagement and Political Participation Policies can all be found on our website athttps://www.blackrock.com/corporate/en-us/insights/public-policy/public-policy-engagement-and- political-activities-policies. We are also compliant with all lobbyinga fiduciary to our clients. Our clients’ goals are our goals. We represent clients’ voices, needs and political contribution disclosure rules and regulations.
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Effective Oversight and Governance:
| • | | BlackRock’s Chief Legal Officer and the head of BlackRock’s Global Public Policy Group brief the Board’s Risk and Nominating and Governance Committees to keep our Directors apprised of, and engagedinvestment goals in the Company’s legislative and regulatory priorities and advocacy initiatives.every decision we make.
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| | • | | The Global Public Policy Group works closely withWe are passionate about performance. We take emotional ownership of every aspect of the Company’s businesswork we do, prizing strong subject matter expertise and legal teamsan insatiable appetite to identify legislative and regulatory priorities that will protect investors, increase shareholder value and facilitate responsible economic growth.learn.
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| | • | | As an asset manager,We are One BlackRock focuses. We know that working in silos is not conducive to our best work. We pride ourselves on issuesour solutions that impactresult from the asset management industry and the clients for whom we act as agent in managing assets.constant collaboration between our diverse teams.
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| | • | | As partWe are innovators. We are proud of BlackRock’s engagement inour long history of innovation, driving continuous change to help investors achieve their goals. This culture of innovation has been, and continues to be, the public policy process, the Company participates in a numberfoundation of trade organizations and industry groups, and we publicly disclose our principal trade associations.success.
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2. Investing in our employees. As an asset manager, our firm is heavily dependent on our people. On our Corporate Sustainability website, as well as in this Proxy Statement under “BlackRock’s Approach to Human Capital Management,” we disclose how we invest in our employees and retain and develop talent; our focus on diversity and inclusion; and our approach to unifying culture and encouraging innovation. 3. Dealing fairly and ethically with our suppliers. Our Supplier Code of Conduct & Ethics (“Supplier Code”), which is publicly disclosed, outlines the minimum expectations and standards that we have for our suppliers in relation to human rights, inclusion and diversity, environmental sustainability and integrity and ethics in management practices. Moreover, as stated in the Supplier Code, BlackRock is committed to seeking out qualified diverse businesses from historically underrepresented groups, including companies owned and operated by minorities, women, military veterans, disabled veterans, people with disabilities and members of the LGBT+ community. Through our Global Supplier Diversity Program, we aim to achieve a diverse slate of suppliers that reflects all the markets, clients and communities we serve. BLACKROCK, INC. 20192020 PROXY STATEMENT 8993
Item 4: Shareholder Proposal – Production of an Annuala Report on Certain Trade Association andthe “Statement on the Purpose Lobbying Expendituresof a Corporation” | The Board of Directors’ Statement in Opposition
4. Supporting the communities in which we work. Our philanthropic efforts date back many years and have consistently focused on furthering our purpose to help more and more people experience financial well-being. Most recently, we created The BlackRock Foundation and contributed 15.6 million shares of PennyMac Financial Services, Inc. with a market value of $589 million, to fund social impact efforts focused on advancing a more inclusive and sustainable economy. We believe this charitable contribution – in line with our purpose as a firm – will support our commitment to creating greater financial well-being and advancing sustainability in our communities. 5. Generating long-term value for shareholders. Since BlackRock’s founding, we have worked to anticipate our clients’ needs and to help clients manage risk and achieve their investment goals. In January, we announced that, consistent with our principles, we are accelerating our efforts to integrate ESG insights into our investment processes. This was driven by our belief that sustainability-related factors can affect economic growth, asset values and financial markets and is consistent with BlackRock’s responsibility as a fiduciary dedicated to overseeing and growing the value of our clients’ assets over the long-term. By focusing on our clients’ needs, we generate long-term value for our shareholders. Moreover, we note that the proponents’ supporting statement is particularly focused on the voting practices of our Investment Stewardship team as it relates to climate-related proposals. While our Investment Stewardship team has engaged with companies for some time on climate change issues, as noted in our public announcements in January, the team is intensifying its focus and engagement with companies on sustainability-related risks. The Investment Stewardship team also has committed to enhancing the transparency of its stewardship practices, including with respect to votes and engagements with companies on these topics. We believe that investment stewardship is an essential component of our fiduciary responsibility and that this enhanced transparency to our clients and broader set of stakeholders will further align the Company with the BRT Statement. Accordingly, the Board does not believe that a report based on a review of the BRT Statement is necessary because the Company actions and disclosures already embody the commitments included in the BRT Statement. Full Compliance with Restrictions on Political Contributions and Filing and Disclosure Obligations:
| • | | In compliance with federal regulations, as well as applicable state and local law, BlackRock does not contribute corporate funds to federal, state or local candidates, political party committees, political action committees or any political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code.
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| • | | Although permitted under federal law, BlackRock does not spend corporate funds directly on independent expenditures, including electioneering communications and ballot initiatives, and does not engage in “grassroots lobbying”.
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| • | | BlackRock’s political action committee is funded voluntarily by employees and its contributions are publicly disclosed to the Federal Election Commission.
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| • | | BlackRock publicly discloses quarterly all U.S. federal lobbying costs and the issues to which our lobbying efforts relate, as required under the Lobbying Disclosure Act. BlackRock also makes such disclosures at the state or local level to the extent required to do so under applicable lobbying laws.
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Board Recommendation  
The Board of Directors unanimously recommends that you vote "AGAINST" this proposal. 9094 BLACKROCK, INC. 20192020 PROXY STATEMENT
Shareholder Proposal – Simple Majority Vote Requirement
James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, the holder of 25 shares of common stock, has advised us that he intends to introduce the following resolution:
Resolved, BlackRock, Inc. (“BlackRock” or “Company”) shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. It is also important that our company take each step necessary to avoid a failed vote on this proposal topic.
Supporting Statement
Shareowners are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of the six entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=593423).
Large funds, such as BlackRock, SSgA and Northern Trust generally support the elimination of supermajority requirements, since most view them as an entrenchment device for management. BlackRock’s Proxy Voting Guidelines for U.S. Securities (http://www/blackrock.com/corporate/literature/fact-sheet/blk-responsible-investment-guidelines-us.pdf) reads as follows:
We generally favor a simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interest is improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of public shareholder interests and we may support supermajority requirements in those situations.
This proposal topic won from 59.2% to 90.1% of the vote at Kaman, DuPont, Salesforce.com and Ryder System in early 2018. Prior to that it won 74% to 99% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill, Macy’s, Ferro Arconic, and Cognizant Technology Solutions.
Currently a 1% special interest minority of shares can frustrate the will of shareholders casting 79% of shares in favor. In other words a 1% special interest minority could have the power to prevent shareholders from improving our cooperate governance.
Please vote again to enhance shareholder value: Simple Majority Vote – Proposal 5
BLACKROCK, INC. 2019 PROXY STATEMENT 91
Item 5: Shareholder Proposal – Simple Majority Vote Requirement | The Board of Directors’ Statement in Opposition
| The Board of Directors’ Statement in Opposition
| The Board of Directors has carefully considered the proposal and believes that the three existing supermajority provisions in the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) are protective of stockholders and appropriate given the significant ownership stake of The PNC Financial Services Group, Inc. (“PNC”) in BlackRock.
BlackRock’s Bylaws and Charter apply a majority voting standard consistent with Delaware law to almost all corporate matters to be voted on by our stockholders. Article Thirteen of our Charter includes three limited circumstances where a supermajority standard is required:
1. A supermajority vote of the holders of 75% of the stock entitled to vote is needed to alter, amend or repeal, or adopt a provision inconsistent with, the Charter provision in Article Thirteen stating that the Charter may be amended with approval by BlackRock’s Board and at least a majority of the stock entitled to vote. In other words, this supermajority provision benefits stockholders byprotecting the majority voting standard generally applicable for amending the Company’s Charter.
2. A supermajority vote of the holders of 80% of the stock entitled to vote is needed to amend the Charter provision in Article Twelve requiring that the Company’s Bylaws may be altered or repealed only by the affirmative vote of at least a majority of (x) the members of the Board or (y) the stock entitled to vote. In other words, this supermajority threshold benefits stockholders byprotecting the majority voting standard for amending the Company’s Bylaws.
3. Finally, a supermajority vote of the holders of 80% of the stock entitled to vote is required to amend Article Nine of the Charter, which regulates and defines the conduct of certain business and affairs between BlackRock and any “Significant Stockholder” of the Company (generally defined as a person who beneficially owns greater than 20% of the issued and outstanding voting stock of the Company). Currently, PNC qualifies as a Significant Stockholder in light of its approximately 21% ownership of the Company’s voting stock. Article Nine is important as a legal matter in that it establishes certain norms for the course of conduct between the Company and a Significant Stockholder in areas such as ordinary course business relationships and corporate opportunities. In sum, this supermajority provisionprotects the interests of our public stockholders (as well as Significant Stockholders) by requiring that any amendments to Article Nine receive broader stockholder support than the majority required for other Charter amendments, therebypreserving clarity in the relationships between BlackRock and any of its Significant Stockholders.
BlackRock shares a number of the proponent’s concerns regarding the inclusion of supermajority provisions in charters and bylaws designed to entrench management. However, supermajority provisions can serve a legitimate purpose and receive investor support when the ownership structure includes a significant stockholder, as is the case here. For example, BlackRock’s Investment Stewardship team typically favors a simple majority voting requirement but may support supermajority provisions that serve to protect public stockholder interests where there is a substantial stockholder. We also note that for the past five years, votes cast at BlackRock’s annual stockholder meeting have exceeded 88% of the outstanding stock of the Company, signifying that the supermajority voting thresholds in the Charter are achievable votes where stockholder support for an action is widespread.
We believe that the supermajority provisions in BlackRock’s Charter do not serve to entrench management, are protective of the majority voting standards of our Charter and Bylaws and are appropriate in light of PNC’s status as a Significant Stockholder.
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Board Recommendation
The Board of Directors unanimously recommends that you vote "AGAINST" this proposal.
92BLACKROCK, INC. 2019 PROXY STATEMENT
Annual Meeting Information Questions and Answers aboutAbout the Annual Meeting and Voting Who is entitled to vote? Holders of record of BlackRock common stock at the close of business on March 25, 201923, 2020 are entitled to receive notice and to vote their shares of BlackRock common stock at the 2019 Annual Meeting of Shareholders.Meeting. As of March 25, 2019, 154,500,13323, 2020, 154,261,305 shares of BlackRock’s common stock, par value $0.01 per share, were outstanding. Holders are entitled to one vote per share. A list of shareholders entitled to vote at the Annual Meeting will be available at the Annual Meeting. It can also be made available beginning 10 days prior to the Annual Meeting, between the hours of 8:45 a.m. and 4:30 p.m., Eastern Time, at our principal executive offices at 55 East 52nd Street, New York, New York 10055, by writing to the Corporate Secretary of BlackRock at: c/o Corporate Secretary, BlackRock, Inc., 40 East 52nd Street, New York, New York 10022. The list will also be accessible during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/BLK2020 and entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. How docan I attend and vote at the Annual Meeting? In consideration of recent public health concerns relating to COVID-19, the Annual Meeting will be held virtually; you will not be able to attend the Annual Meeting in person. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on the record date, March 23, 2020, or hold a legal proxy provided by your bank, broker or nominee for the Annual Meeting. Attending the Annual Meeting:To attend the Annual Meeting, visitwww.virtualshareholdermeeting.com/BLK2020. You will be asked to enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Voting During the Annual Meeting:If you were a shareholder as of the record date, or you hold a legal proxy provided by your bank, broker or nominee for the Annual Meeting, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. TechnologySupportfor the Annual Meeting:If you have difficulty accessing the Annual Meeting, please call 1-800-586-1548 (U.S.) or 1-303-562-9288 (international) on the day of the meeting. Technicians will be available to assist you. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting. For information on how to vote prior to the Annual Meeting, see“How can I vote my shares without attending the Annual Meeting and what are the voting deadlines?” How can I vote my shares without attending the Annual Meeting and what are the voting deadlines? You may submit a proxy by telephone, via the Internet or by mail. | | |  
| | Submitting a Proxy by Telephone: You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Time on May 22, 201920, 2020 by calling the toll-free telephone number on the attached proxy card,1-800-690-6903. Telephone proxy submission is available 24 hours a day.Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephoneTelephone proxy submission procedures are designed to authenticate shareholders by using individual control numbers. |  
| | Submitting a Proxy via the Internet: You can submit a proxy via the internet until 11:59 p.m. Eastern Time on May 22, 201920, 2020 by accessing the website listed on the Notice of Internet Availability of Proxy Materials andor your proxy card,www.proxyvote.com,, and by following the instructions on the website. Internet proxy submission is available 24 hours a day. As with the telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded. |  
| | Submitting a Proxy by Mail: Mark your proxy card, date, sign and return it to Broadridge Financial Solutions in the postage-paid envelope provided (if you received your proxy materials by mail) or return it to BlackRock, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Proxy cards returned by mail must be received no later than the close of business on May 22, 2019.20, 2020. |
By casting your vote in any of the three ways listed above, you are authorizing the individuals listed onnamed in the proxy to vote your shares in accordance with your instructions. You may also attend the Annual Meeting and vote in person. See “What is required to attend the Annual Meeting?” What is required to attend the Annual Meeting?
You are entitled to attend the Annual Meeting only if you were, or you hold a valid legal proxy naming you to act as a representative for, a holder of BlackRock common stock at the close of business on March 25, 2019. Shareholders, or their valid legal proxies, planning to attend the Annual Meeting in person must request an admission ticket in advance of the Annual Meeting by visiting www.proxyvote.com and following the instructions provided. You will need the 16-digit “control” number included on your proxy card, voter instruction or form of notice. Tickets will be issued to registered and beneficial owners. Requests for admission tickets will be processed in the order they are received and must be requested no later than May 22, 2019. Please note that seating is limited and requests for tickets will be accepted on a first-come, first-served basis. In addition to your admission ticket, please bring a form of government-issued photo identification, such as a driver’s license, state-issued identification card or passport, to gain entry to the Annual Meeting. If you were the beneficial owner of shares held in the name of a bank, broker or other holder of record, you or your representative must also bring proof of your stock ownership as of the close of business on March 25, 2019, such as an account statement or similar evidence of ownership.
The use of electronic devices, including but not limited to mobile phones, photographic equipment, audio or video recording devices, sound amplifying devices, laptops, tablets and/or other computer devices is not permitted at the Annual Meeting.
Meeting attendees will be limited in the number and size of objects they are allowed to bring into the meeting and will only be allowed to sit in designated seating areas. The possession of weapons or other dangerous items is prohibited, and all attendees will be subject to electronic and / or manual security screening. Failure to comply with the direction of security staff may result in ejection from the meeting.
BLACKROCK, INC. 2019 PROXY STATEMENT 93
Annual Meeting Information | Questions and Answers about the Annual Meeting and Voting
If you are unable to provide valid photo identification or if we are unable to validate that you were a shareholder (or that you are authorized to act as a legal proxy for a shareholder) or you cannot comply with the other procedures outlined above for attending the Annual Meeting in person, we will not be able to admit you to the Annual Meeting. In the event you submit your proxy and you attend the Annual Meeting, you may revoke your proxy and cast your vote personally at the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record, to be able to vote at the Annual Meeting.
All shares that have been properly voted, and not revoked, will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. If you were a shareholder as of the record date, or you hold a legal proxy provided by your bank, broker or nominee for the Annual Meeting, you can also vote via the Internet during the Annual Meeting by following the instructions atwww.virtualshareholdermeeting.com/BLK2020. BLACKROCK, INC. 2020 PROXY STATEMENT 95
Annual Meeting Information | Questions and Answers About the Annual Meeting and Voting Will I be able to participate in the virtual Annual Meeting in the same way that I would be able to participate in an in-person annual meeting? We have taken steps to ensure that the format of the virtual Annual Meeting affords shareholders the same rights and opportunities to participate as they would at an in-person meeting. We have also determined to enhance shareholder access, participation and communication by providing shareholders the ability to submit questions in advance of the meeting. You may submit a question in advance of the meeting atwww.proxyvote.com after logging in with your control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. Questions may also be submitted during the Annual Meeting throughwww.virtualshareholdermeeting.com/BLK2020. Questions will be limited to one per shareholder. How will voting on any other business be conducted? If any other business is properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, went to press, we did not know of any other business to be raised at the Annual Meeting. May I revoke my vote? Proxies may be revoked at any time before they are exercised by: Written notice to the Corporate Secretary of BlackRock; Submitting a proxy on a later date by telephone or Internet (only your last telephone or Internet proxy will be counted) before 11:59 p.m. Eastern Time on May 22, 2019;20, 2020; Timely delivery of a valid, later-dated proxy; or Voting by ballotAttending the Annual Meeting virtually and voting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
For shares held beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or nominee following the instructions it has provided, or, if you have obtained a legal proxy from your bank, broker or nominee giving you the right to vote your shares, by attending the Annual Meeting.Meeting via the Internet and voting. What is a quorum? A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast by the shareholders entitled to vote at the Annual Meeting is necessary to constitute a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for purpose of a quorum at the meeting. What is the effect of a brokernon-vote or abstention? Abstentions and broker“non-votes”,non-votes,” if any, are counted as present and entitled to vote for purposes of determining a quorum. A broker“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If a nominee has not received instructions from the beneficial owner, the nominee may vote these shares only on matters deemed “routine” by the NYSE. The election of directors, approval of NEO compensation and the shareholder proposalsproposal are not deemed “routine” by the NYSE and nominees have no discretionary voting power for these matters. The ratification of the appointment of an independent registered accounting firm is deemed a “routine” matter on which nominees have discretionary voting power. What vote is required in order to approve each of the proposals? Each share of our common stock outstanding on the record date will be entitled to one vote on each of the 1817 director nominees and one vote on each other matter. Directors receiving a majority of votes cast (number of shares voted “for” a director must exceed the number of shares voted “against” that director) will be elected as a director. Abstentions and broker“non-votes” will be disregarded and have no effect on the outcome of the Item 1 vote to elect directors. A majority of the votes of shares of common stock represented and entitled to vote at the Annual Meeting is required for Item 2, the approval of NEO compensation, Item 3, the ratification of Deloitte as BlackRock’s independent registered public accounting firm for the 20192020 fiscal year, and ItemsItem 4, and 5, the approval of the shareholder proposals.proposal. Abstentions will be treated as a vote “against” and “brokernon-votes” will have no effect on such matters. Who will count the votes and how can I find the results of the Annual Meeting? Broadridge Financial Solutions, our independent tabulating agent, will count the votes. We will publish the voting results in aForm 8-K filed within four business days of the Annual Meeting. 9496 BLACKROCK, INC. 20192020 PROXY STATEMENT
Annual Meeting Information | Important Additional Information Important Additional Information Cost of Proxy Solicitation We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone and electronic transmission on our behalf by directors, officers or employees of BlackRock or its subsidiaries, without additional compensation. We will reimburse brokerage houses and other custodians, nominees and fiduciaries that are requested to forward soliciting materials to the beneficial owners of the stock held of record by such persons. Multiple Shareholders Sharing the Same Mailing Address or “Householding” In order to reduce printing and postage costs, we try to deliver only one Notice of Internet Availability of Proxy Materials or, if applicable, one Annual Report and one Proxy Statement to multiple shareholders sharing a mailing address. This delivery method, called “householding”,“householding,” will not be used if we receive contrary instructions from one or more of the shareholders sharing a mailing address. If your household has received only one copy, we will promptly deliver promptly a separate copy of the Notice of Internet Availability of Proxy Materials or, if applicable, the Annual Report and the Proxy Statement to any shareholder who sends a written request to the Corporate Secretary at the address provided in the Notice of 20192020 Annual Meeting of Shareholders. You may also notify us if you would like to receive separate copies of the Notice of Internet Availability of Proxy Materials or, if applicable, BlackRock’s Annual Report and Proxy Statement in the future by writing to the Corporate Secretary. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. If you are submitting a proxy by mail, each proxy card should be marked, signed, dated and returned in the enclosed self-addressed envelope. If your household has received multiple copies of BlackRock’s Annual Report and Proxy Statement, you can request the delivery of single copies in the future by marking the designated box on the attached proxy card. If you own shares of common stock through a bank, broker or other nominee and receive more than one Annual Report and Proxy Statement, contact the holder of record to eliminate duplicate mailings. Confidentiality of Voting BlackRock keeps all proxies, ballots and voting tabulations confidential as a matter of practice. BlackRock allows only Broadridge Financial Solutions to examine these documents. Occasionally, shareholders provide written comments on their proxy cards, which are then forwarded to BlackRock management by Broadridge Financial Solutions. Available Information BlackRock makes available free of charge through its website atwww.blackrock.comhttp://ir.blackrock.com, under the headings “Our FirmFinancials / Investor Relations / SECFilings,”, its Annual Reports to Shareholders, Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K, Proxy Statements and form of proxy and all amendments to these reports no later than the day on which such materials are first sent to security holders or made public. BlackRock will provide, without charge to each shareholder upon written request, a copy of BlackRock’s Annual Reports to Shareholders, Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K, Proxy Statements and form of proxy and all amendments to those reports. Written requests for copies can be made by: | | |   | | Mail: Corporate Secretary of BlackRock, 40 East 52nd Street, New York, New York 10022 | | |  
| | Telephone:(212) 810-5300 | | |  
| | Email:invrel@blackrock.com |
Copies may also be accessed electronically by means of the SEC homepage on the Internet atwww.sec.gov. The Annual Report onForm10-K for the year ended December 31, 20182019 is not part of the proxy solicitation materials. BLACKROCK, INC. 20192020 PROXY STATEMENT 9597
Annual Meeting Information | Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders Proposals to be Considered for Inclusion in BlackRock’s Proxy Materials Shareholders who wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20202021 Annual Meeting of Shareholders must submit their proposals to BlackRock’s Corporate Secretary on or before December 14, 2019.10, 2020. Director Nominations for Inclusion in BlackRock’s Proxy Materials (Proxy Access) A shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our shares continuously for at least three years and has complied with the other requirements in our Bylaws may nominate and include in BlackRock’s proxy materials director nominees constituting up to 25% of our Board. Notice of a proxy access nomination for consideration at our 20202021 Annual Meeting of Shareholders must be received no later than December 14, 201910, 2020 and no earlier than November 14, 2019.10, 2020. Other Proposals and Nominations Apart from Exchange Act Rule14a-8 and our proxy access bylaw that address the inclusion of shareholder proposals or shareholder nominees in our proxy materials, under our Bylaws, certain procedures must be followed for a shareholder to nominate persons for election as directors or to introduce an item of business at an annual meeting of shareholders. We must receive the notice of your intention to introduce a nomination or proposed item of business at our 20202021 Annual Meeting:Meeting of Shareholders: Not less than 120 days nor more than 150 days prior to the anniversary of the mailing date of BlackRock’s proxy materials for the immediately preceding annual meeting of shareholders; or Not later than 10 days following the day on which notice of the date of the annual meeting was mailed to shareholders or public disclosure of the date of the annual meeting was made, whichever comes first, in the event that next year’s annual meeting is not held within 25 days before or after the anniversary date of the immediately preceding annual meeting. Assuming that our 20202021 Annual Meeting of Shareholders is held within 25 days of the anniversary of the 2019 Annual Meeting, we must receive notice of your intention to introduce a nomination or other item of business at the 20202021 Annual Meeting of Shareholders by December 14, 201910, 2020 and no earlier than November 14, 2019.10, 2020. Additional Requirements Under our Bylaws, any notice of proposed business must include a description of the business and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder. Any notice of a nomination or a proxy access nomination for director nominees must provide information about the shareholder and the nominee, as well as the written consent of the proposed nominee to being named in the proxy statement and to serve as a director if elected. BlackRock’s Bylaws specifying the advance notice requirements for proposing business or nominations, and for proposing proxy access nominations, are available atwww.sec.gov. Address to Submit Proposals and Nominations In each case, proxyProxy proposals, proxy access nominations and nominations for director nominees and/or an item of business to be introduced at an annual meeting of shareholders must be submitted in writing to the Corporate Secretary, of BlackRock, 40 East 52nd Street, New York, New YorkNY 10022.
96BLACKROCK, INC. 2019 PROXY STATEMENT
Annual Meeting Information | Other Matters
Other Matters The Board of Directors knows of no other business to be presented at the meeting. If, however, any other business should properly come before the meeting, or any adjournment thereof, it is intended that the proxy will be voted in accordance with the best judgment of the persons named in the proxy. By Order of the Board of Directors, 
R. Andrew Dickson, III Corporate Secretary 98BLACKROCK, INC. 20192020 PROXY STATEMENT97
Non-GAAP Reconciliation Non-GAAP Financial Measures BlackRock reports its financial results in accordance with GAAPgenerally accepted accounting principles in the United States;States (“GAAP”); however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additionalnon-GAAP financial measures. Management reviewsnon-GAAP financial measures to assess ongoing operations and considers them to be helpful, for both management and investors, in evaluating BlackRock’s financial performance over time. Management also usesnon-GAAP financial measures as a benchmark to compare its performance with other companies and to enhance the comparability of this information for the reporting periods presented.Non-GAAP measures may pose limitations because they do not include all of BlackRock’s revenue and expense. BlackRock’s management does not advocate that investors consider suchnon-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.Non-GAAP measures may not be comparable to other similarly titled measures of other companies. Management uses both GAAP andnon-GAAP financial measures in evaluating BlackRock’s financial performance. Adjustments to GAAP financial measures(“non-GAAP adjustments”) include certain items management deems nonrecurring or that occur infrequently, transactions that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow. Computations for all periods are derived from the consolidated statements of income as follows: (1) Operating income, as adjusted, and Operating Margin,operating margin, as adjusted: Management believes operating income, as adjusted, and Operating Margin,operating margin, as adjusted, are effective indicators of BlackRock’s financial performance over time and, therefore, provide useful disclosure to investors. Management believes that operating margin, as adjusted, reflects the Company’s long-term ability to manage ongoing costs in relation to its revenues. The Company uses operating margin, as adjusted, to assess the Company’s financial performance and to determine the long-term and annual compensation of the Company’s senior-level employees. Furthermore, this metric is used to evaluate the Company’s relative performance against industry peers, as it eliminates margin variability arising from the accounting of revenues and expenses related to distributing different product structures in multiple distribution channels utilized by asset managers. | | | | (in millions) | | 2018 | | | 2017(1) | | | 2016(1) | | | 2019 | | | 2018 | | | 2017(1) | | Operating income, GAAP basis | | $ | 5,457 | | | $ | 5,254 | | | $ | 4,565 | | | $ | 5,551 | | | $ | 5,457 | | | $ | 5,254 | | Non-GAAP expense adjustments: | | | | | | | | | | | | | Restructuring charge | | | 60 | | | – | | | 76 | | | | — | | | 60 | | | | — | | PNC LTIP funding obligation | | | 14 | | | 15 | | | 28 | | | | — | | | 14 | | | 15 | | | | | | | | Operating income, as adjusted | | | 5,531 | | | 5,269 | | | 4,669 | | | | 5,551 | | | 5,531 | | | 5,269 | | Product launch costs and commissions | | | 13 | | | – | | | | – | | | | 61 | | | 13 | | | | — | | | | | | | | Operating income used for operating margin measurement | | $ | 5,544 | | | $ | 5,269 | | | $ | 4,669 | | | $ | 5,612 | | | $ | 5,544 | | | $ | 5,269 | | | | | | | | Revenue, GAAP basis | | $ | 14,198 | | | $ | 13,600 | | | $ | 12,261 | | | $ | 14,539 | | | $ | 14,198 | | | $ | 13,600 | | Non-GAAP adjustment: | | | | | | | | Distribution and servicing costs | | | (1,675 | ) | | (1,663 | ) | | (1,608 | ) | | Non-GAAP adjustments: | | | | | | | | Distribution fees | | | | (1,069 | ) | | (1,155 | ) | | (1,183 | ) | Investment advisory fees | | | | (616 | ) | | (520 | ) | | (480 | ) | | | | | | | Revenue used for operating margin measurement | | $ | 12,523 | | | $ | 11,937 | | | $ | 10,653 | | | $ | 12,854 | | | $ | 12,523 | | | $ | 11,937 | | | | | | | | Operating margin, GAAP basis | | | 38.4 | % | | 38.6 | % | | 37.2 | % | | | 38.2 | % | | 38.4 | % | | 38.6 | % | | | | | | | Operating margin, as adjusted | | | 44.3 | % | | 44.1 | % | | 43.8 | % | | | 43.7 | % | | 44.3 | % | | 44.1 | % | | | | | | |
| (1) | Results for 2017 were recast to reflect the adoption of the new revenue recognition standard. For further information, refer to Note 2,Significant Accounting Policies, in the consolidated financial statements in our 2018 Form10-K. |
BLACKROCK, INC. 2020 PROXY STATEMENT A-1
Annex A:Non-GAAP Reconciliation | Non-GAAP Financial Measures Operating income, as adjusted,includesnon-GAAP expense adjustments. In 2018, and 2016, a restructuring charge, primarily comprised of severance and accelerated amortization expense of previously granted deferred compensation awards, has been excluded to provide more meaningful analysis of BlackRock’s ongoing operations and to ensure comparability among periods presented. TheIn 2018 and 2017, the portion of compensation expense associated with certain long-term incentive plans (“LTIP”) funded, or to be funded, through share distributions to participants of BlackRock stock held by PNC has been excluded because it ultimately does not impact BlackRock’s book value. (1) | Results for 2017 and 2016 were recast to reflect the adoption of the new revenue recognition standard. For further information, refer to Note 2, Significant Accounting Policies, in the consolidated financial statements in our 2018 Form 10-K.
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A-1BLACKROCK, INC. 2019 PROXY STATEMENT
Annex A:Non-GAAP Reconciliation | Non-GAAP Financial Measures
Operating income used for measuring operating margin, as adjusted, is equal to operating income, as adjusted, excluding the impact of product launch costs (e.g., closed-end fund launch costs) and related commissions. Management believes the exclusion of such costs and related commissions is useful because these costs can fluctuate considerably and revenue associated with the expenditure of these costs will not fully impact BlackRock’s results until future periods. Revenue used for calculating operating margin, as adjusted, excludesis reduced to exclude all of the Company’s distribution fees, which are recorded as a separate line item on the consolidated statements of income, as well as a portion of investment advisory fees received that is used to pay distribution and servicing costs paidcosts. For certain products, based on distinct arrangements, distribution fees are collected by the Company and then passed-through to third parties. Management believes such costs representthird-party client intermediaries. For other products, investment advisory fees are collected by the Company and a benchmarkportion is passed-through to third-party client intermediaries. However, in both structures, the third-party client intermediary similarly owns the relationship with the retail client and is responsible for distributing the product and servicing the client. The amount of revenue passed through to external parties who distribute the Company’s products. BlackRock excludes from revenue used for operating margin, as adjusted, the costs related to distribution and servicing costs asinvestment advisory fees fluctuates each period primarily based on a proxy for such offsetting revenue.predetermined percentage of the value of AUM during the period. These fees also vary based on the type of investment product sold and the geographic location where it is sold. In addition, the Company may waive fees on certain products that could result in the reduction of payments to the third-party intermediaries. (2) Compensation and benefitsexpense-to-revenue ratio,Net income attributable to BlackRock, Inc., as adjusted: | | | | | | | | | | | | | | | | | (in millions) | | 2018 | | | 2017(1) | | | 2016(1) | | Employee compensation and benefits, GAAP basis | | $ | 4,320 | | | $ | 4,253 | | | $ | 3,878 | | LessNon-GAAP expense adjustment: | | | | | | | | | | | | | PNC LTIP funding obligation | | | 14 | | | | 15 | | | | 28 | | | | | | | | | | | | | | | | Employee compensation and benefits, as adjusted | | $ | 4,306 | | | $ | 4,238 | | | $ | 3,850 | | | | | | | | | | | | | | | | Revenue, GAAP basis | | $ | 14,198 | | | $ | 13,600 | | | $ | 12,261 | | Non-GAAP adjustment: | | | | | | | | | | | | | Distribution and servicing costs | | | (1,675 | ) | | | (1,663 | ) | | | (1,608 | ) | | | | | | | | | | | | | | | Revenue used for operating margin measurement | | $ | 12,523 | | | $ | 11,937 | | | $ | 10,653 | | | | | | | | | | | | | | | | Compensation and benefitsexpense-to-revenue ratio, GAAP basis | | | 30.4 | % | | | 31.3 | % | | | 31.6 | % | | | | | | | | | | | | | | | Compensation and benefitsexpense-to-revenue ratio, as adjusted | | | 34.4 | % | | | 35.5 | % | | | 36.1 | % | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (in millions, except per share data) | | 2019 | | | 2018 | | | 2017(1) | | Net income attributable to BlackRock, Inc., GAAP basis | | $ | 4,476 | | | $ | 4,305 | | | $ | 4,952 | | Non-GAAP adjustments: | | | | | | | | | | | | | Restructuring charge, net of tax | | | — | | | | 47 | | | | — | | PNC LTIP funding obligation, net of tax | | | — | | | | 12 | | | | 11 | | The 2017 Tax Act: | | | | | | | | | | | | | Deferred tax revaluation (noncash) | | | — | | | | — | | | | (1,758 | ) | Deemed repatriation tax | | | — | | | | — | | | | 477 | | Other income tax matters | | | 8 | | | | (3 | ) | | | 16 | | | | | | | | | | | | | | | | Net income attributable to BlackRock, Inc., as adjusted | | $ | 4,484 | | | $ | 4,361 | | | $ | 3,698 | | | | | | | | | | | | | | | | Diluted weighted-average common shares outstanding(2) | | | 157.5 | | | | 161.9 | | | | 164.4 | | Diluted earnings per common share, GAAP basis(2) | | $ | 28.43 | | | $ | 26.58 | | | $ | 30.12 | | Diluted earnings per common share, as adjusted(2) | | $ | 28.48 | | | $ | 26.93 | | | $ | 22.49 | | | | | | | | | | | | | | | |
| (1) | Results for 2017 and 2016 were recast to reflect the adoption of the new revenue recognition standard. For further information, refer to Note 2,Significant Accounting Policies, in the consolidated financial statements in our 2018 Form10-K. |
Employee compensation and benefits, as adjusted,includesnon-GAAP expense adjustment. The portion of compensation expense associated with certain LTIP funded, or to be funded, through share distributions to participants of BlackRock stock held by PNC has been excluded because it ultimately does not impact BlackRock’s book value.
Compensation and benefitsexpense-to-revenue ratio, as adjusted, is equal to Employee compensation and benefits, as adjusted, divided by revenue used for operating margin measurement.
(3) Net income attributable to BlackRock, Inc., as adjusted:
| | | | | | | | | | | | | | | | | (in millions, except per share data) | | 2018 | | | 2017(1) | | | 2016(1) | | Net income attributable to BlackRock, Inc., GAAP basis | | $ | 4,305 | | | $ | 4,952 | | | $ | 3,168 | | Non-GAAP adjustments: | | | | | | | | | | | | | Restructuring charge, net of tax | | | 47 | | | | — | | | | 53 | | PNC LTIP funding obligation, net of tax | | | 12 | | | | 11 | | | | 19 | | The 2017 Tax Act: | | | | | | | | | | | | | Deferred tax revaluation (noncash) | | | — | | | | (1,758 | ) | | | — | | Deemed repatriation tax | | | — | | | | 477 | | | | — | | Other income tax matters | | | (3 | ) | | | 16 | | | | (30 | ) | | | | | | | | | | | | | | | Net income attributable to BlackRock, Inc., as adjusted | | $ | 4,361 | | | $ | 3,698 | | | $ | 3,210 | | | | | | | | | | | | | | | | Diluted weighted-average common shares outstanding(2) | | | 161.9 | | | | 164.4 | | | | 166.6 | | Diluted earnings per common share, GAAP basis(2) | | $ | 26.58 | | | $ | 30.12 | | | $ | 19.02 | | Diluted earnings per common share, as adjusted(2) | | $ | 26.93 | | | $ | 22.49 | | | $ | 19.27 | | | | | | | | | | | | | | | |
(1) | Results for 2017 and 2016 were recast to reflect the adoption of the new revenue recognition standard. For further information, refer to Note 2, Significant Accounting Policies, in the consolidated financial statements in our 2018 Form 10-K.
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| (2) | Non-votingNonvoting participating preferred stock is considered to be a common stock equivalent for purposes of determining basic and diluted earnings per share calculations.
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BLACKROCK, INC. 2019 PROXY STATEMENT A-2
Annex A:Non-GAAP Reconciliation | Non-GAAP Financial Measures
Management believes net income attributable to BlackRock, Inc., as adjusted, and diluted earnings per common share, as adjusted, are useful measures of BlackRock’s profitability and financial performance. Net income attributable to BlackRock, Inc., as adjusted, equals net income attributable to BlackRock, Inc., on a GAAP basis, adjusted for significant nonrecurring items, charges that ultimately will not impact BlackRock’s book value or certain tax items that do not impact cash flow. See aforementioned discussion regarding operating income, as adjusted, and operating margin, as adjusted, for information on the PNC LTIP funding obligation and restructuring charge. For each period presented, thenon-GAAP adjustment related to the restructuring charge and PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the adjustments. The 2017 noncash deferred tax revaluation benefit of $1,758 million and the other income tax matters were primarily associated with the revaluation of certain deferred tax liabilities related to intangible assets and goodwill. Amounts have been excluded from the as adjusted results as these items will not have a cash flow impact and to ensure comparability among periods presented. A deemed repatriation tax expense of $477 million has been excluded from the 2017 as adjusted results due to theone-time nature and to ensure comparability among periods presented. Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted, divided by diluted weighted average common shares outstanding. A-3A-2 BLACKROCK, INC. 20192020 PROXY STATEMENT
BlackRock’s Approach
toMission Statement on Sustainability
Making Sustainability the Standard for Investing at BlackRock BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary, BlackRock believes environmental, socialis deeply committed to helping our clients build resilient and governance issueswell-constructed portfolios that are critical to achieving their long-term goals. Because sustainable investment options have real financial impacts over the long-term. Aspotential to offer clients better outcomes, we workare making sustainability integral to create better financial futures for clients, we strive to be a leader in the way we incorporate sustainability into our:BlackRock manages risk, constructs portfolios, designs products and engages with companies. 
Investment Processes Investment Stewardship Sustainable Solutions Business Operations Integrating sustainability-related insights and data into BlackRock's investment processes across asset classes and investment styles Engaging companies in index and alpha-seeking portfolios alike on sustainability-related issues that impact long-term performance Delivering sustainable investment solutions that help empower clients to achieve their financial objectives Ensuring the long-term sustainability of our own firm in order to deliver the best outcomes for clients and shareholders
| | | | | | | | | Investment Processes
From BlackRock’s perspective, business-relevant sustainability issues can contribute to a company’s long-term financial performance, and thus further incorporating these considerations into the investment research, portfolio construction, and stewardship process can enhance long-term risk adjusted returns.
Investment Stewardship
We undertake all investment stewardship engagements and proxy voting with the goal of protecting and enhancing the long-term value of our clients’ assets. In our experience, sustainable financial performance and value creation are enhanced by sound governance practices, including risk management oversight and board accountability. BlackRock’s Investment Stewardship team engages with portfolio companies to encourage them to adopt corporate governance and business practices aligned with long-term financial performance.
| | Sustainable Solutions
We define sustainable investing as the combination of traditional investment approaches with ESG insights to mitigate risk and enhance long-term return. With this in mind, many of our clients turn to BlackRock for sustainable investment solutions. Leveraging BlackRock’s investment expertise and research, we help clients understand the various risks and opportunities associated with sustainability factors and provide them with a range of products and solutions that seek to deliver targeted financial and sustainability outcomes.
Business Operations
To deliver the best long-term outcomes for clients and shareholders, we operate and invest in our business with a focus on the long-term. This requires taking into account environmental, social and governance issues that have real and quantifiable impacts over the long-term for our firm, our people, and the communities in which we operate.
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BlackRock. We are a fiduciary to our clients. We are passionate about performance. Our Principles We are innovators. We are one BlackRock. BlackRocks mission is to create a better financial future for our clients. As we pursue this mission, we are guided by BlackRocks Principles that is, our shared understanding of who we are, what we stand for and how we conduct ourselves each and every day. BlackRock, Inc. 55 East 52nd Street, New York, New York 10055 blackrock.com
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BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NEW YORK 10055
| |  | | VOTE BY INTERNET -www.proxyvote.com
| | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
| | ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER MATERIALS
| | If you would like to reduce the costs incurred by BlackRock, Inc. in mailing proxy materials, you can consent to receive all future Proxy Statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder materials electronically in future years. | | VOTE BY PHONE -1-800-690-6903
| | Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | | VOTE BY MAIL
| | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided (if you received your proxy materials by mail) or return it to BlackRock, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. | | If you vote your proxy by Internet or telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
| | SHAREHOLDER MEETING REGISTRATION
| | To request an admission ticket to attend the meeting, visit the “Register for Meeting” link at www.proxyvote.com and provide the 16-digit control number located on your proxy card.You must have an admission ticket to attend the meeting. You must request an admission ticket by 11:59 p.m. Eastern Time on May 22, 2019. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK:
E40399-P05894 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED, DATED AND RETURNED.
| | | | | | | | | BLACKROCK, INC.
| | | | | | | A. The Board of Directors recommends a vote FOR all nominees listed in Item 1, FOR Item 2 and FOR Item 3.
| | | | | | | | | | | | 1. | | Election of Directors | | For | | Against | | Abstain | | | | | | | | Nominees: | | | | | | | | | | | | | | 1a. Bader M. Alsaad
| | ☐ | | ☐ | | ☐ | | | | | | | | 1b. Mathis Cabiallavetta
| | ☐ | | ☐ | | ☐ | | | | | | | | 1c. Pamela Daley
| | ☐ | | ☐ | | ☐ | | | | | | | | 1d. William S. Demchak
| | ☐ | | ☐ | | ☐ | | | | | | | | 1e. Jessica P. Einhorn
| | ☐ | | ☐ | | ☐ | | | | | | | | 1f. Laurence D. Fink
| | ☐ | | ☐ | | ☐ | | | | | | | | 1g. William E. Ford
| | ☐ | | ☐ | | ☐ | | | | | | | | 1h. Fabrizio Freda
| | ☐ | | ☐ | | ☐ | | | | | | | | 1i. Murry S. Gerber
| | ☐ | | ☐ | | ☐ | | | | | | | | 1j. Margaret L. Johnson
| | ☐ | | ☐ | | ☐ | | | | | | | | 1k. Robert S. Kapito
| | ☐ | | ☐ | | ☐ | | | | | | | | 1l. Cheryl D. Mills
| | ☐ | | ☐ | | ☐ | | | | | | | | 1m. Gordon M. Nixon
| | ☐ | | ☐ | | ☐ | | | | | | | | 1n. Charles H. Robbins
| | ☐ | | ☐ | | ☐ | | | | | | | | 1o. Ivan G. Seidenberg
| | ☐ | | ☐ | | ☐ | | | | | | | | 1p. Marco Antonio Slim Domit
| | ☐ | | ☐ | | ☐ | | | | | | | | 1q. Susan L. Wagner
| | ☐ | | ☐ | | ☐ | | | | | | | | 1r. Mark Wilson
| | ☐ | | ☐ | | ☐ | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investment Integration We are integrating sustainability considerations
into our active investments and
risk management processes. | | | | Sustainable Solutions We are
democratizing
access to
sustainable investing. | | | | Research & Insights We are developing research and
insights into
environmental,
social and
governance factors
affecting long-term financial performance of companies. | | | | Data and Analytics We are making more data and analytics available to all investors and our clients, powered byAladdin. | | | | | | Investment Stewardship We are incorporating sustainability into our investment stewardship with companies we invest in on behalf of clients. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | | | Against | | | Abstain | | | | | | | | | | | | | 2. | | Approval, inCorporate Sustainability We are leading
by example to
promote a non-binding advisory vote, of the compensation for named executive officers. | | | | | | | ☐ | | | | ☐ | | | ☐ | | | | | | | | | | | | | 3. | | Ratification of the appointment of Deloitte LLP as BlackRock’s independent registered public accounting firm for the fiscal year 2019. | | | | | | | ☐ | | | | ☐ | | | ☐ | | | | | | | | | | | | | B. | | Shareholder Proposals - The Board of Directors recommends a vote AGAINST Items 4 and 5. | | | | | | | For | | | | Against | | | Abstain | | | | | | | | | | | | | 4. | | Shareholder Proposal - Production of an Annual Report on Certain Trade Association and Lobbying Expenditures. | | | | | | | ☐ | | | | ☐ | | | ☐ | | | | | | | | | | | | | 5. | | Shareholder Proposal - Simple Majority Vote Requirement. | | | | | | | ☐ | | | | ☐ | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | more
sustainable world. |
| | | | | | | | | | | | | | | | | | | | | | | For address changes and/or comments, please check this box and write them on the back where indicated.
| | | | | | ☐ | | | | All shares will be voted as instructed above. In the absence of instructions, all shares will be voted with respect to registered shareholders that return a signed proxy card, FOR all nominees listed in Item 1, FOR Item 2 and FOR Item 3 and AGAINST Item 4 and Item 5, and with respect to participants in the BlackRock, Inc. Retirement Savings Plan, in the manner required or permitted by the governing plan documents.
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| | | | | | | | | | | | | | | | | | | | | | | | |  | | | | | | | | | | | | | | | | A+ for Strategy & Governance in the Principles for Responsible Investment (“PRI”) Assessment Report. | | Signature [PLEASE SIGN WITHIN BOX] | | Date A- by the Carbon Disclosure Project (CDP), compared to the financial services sector average of C. | | | | #1 in the Financial industry in the inaugural U.S. Transparency Awards | | Signature (Joint Owners) | | Date | | Best Investor Engagement Award by the Chartered Governance Institute (formerly known as the Institute of Corporate Secretaries and Administrators) |
SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BLK2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided (if you received your proxy materials by mail) or return it to BlackRock, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you vote your proxy by Internet or telephone, you do NOT need to mail back your proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E95661-P34391 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY BLACKROCK, INC. A. The Board of Directors recommends a vote FOR all nominees listed in Item 1, FOR Item 2 and FOR Item 3. 1. Election of Directors Nominees: 1a. Bader M. Alsaad 1b. Mathis Cabiallavetta 1c. Pamela Daley 1d. William S. Demchak 1e. Jessica P. Einhorn 1f. Laurence D. Fink 1g. William E. Ford 1h. Fabrizio Freda 1i. Murry S. Gerber 1j. Margaret L. Johnson 1k. Robert S. Kapito 1l. Cheryl D. Mills 1m. Gordon M. Nixon 1n. Charles H. Robbins 1o. Marco Antonio Slim Domit 1p. Susan L. Wagner 1q. Mark Wilson For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. For Against Abstain 2. Approval, in anon-binding advisory vote, of the compensation for named executive officers. 3. Ratification of the appointment of Deloitte LLP as BlackRock’s independent registered public accounting firm for the fiscal year 2020. B. Shareholder Proposal - The Board of Directors recommends a vote For Against Abstain AGAINST Item 4. 4. Shareholder Proposal - Production of a Report on the “Statement on the Purpose of a Corporation.” For address changes and/or comments, please check this box and write them on the back where indicated. All shares will be voted as instructed above. In the absence of instructions, all shares will be voted with respect to registered shareholders that return a signed proxy card, FOR all nominees listed in Item 1, FOR Item 2, FOR Item 3 and AGAINST Item 4, and with respect to participants in the BlackRock, Inc. Retirement Savings Plan, in the manner required or permitted by the governing plan documents. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date BLACKROCK, INC. NEW YORK, NEW YORK 10055 2019
BLACKROCK, INC. 2020 ANNUAL MEETING OF SHAREHOLDERS May 23, 2019 21, 2020 8:00 AM, EDT Lotte New York Palace Hotel
455 Madison Avenue
New York, New York 10022
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Time on May 22, 2019.
Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner
as if you marked, signed and returned your proxy card.
www.virtualshareholdermeeting.com/BLK2020 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com. E40400-P05894
E95662-P34391 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS BLACKROCK, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints Gary S. Shedlin and R. Andrew Dickson, III, and each of them, as proxies, each with full power of substitution, and authorizes them to represent and to vote, as designated on the reverse side of this form, all shares of common stock of BlackRock, Inc. held of record by the undersigned as of March 25, 2019,23, 2020, at the 20192020 Annual Meeting of Shareholders to be held on May 23, 2019,21, 2020, beginning at 8:00 AM, EDT, at Lotte New York Palace Hotel, 455 Madison Avenue, New York, New York 10022,www.virtualshareholdermeeting.com/BLK2020, and in their discretion, upon any business that may properly come before the meeting or any adjournment of the meeting, in accordance with their best judgment. If no other indication is made on the reverse side of this form, the proxies shall vote FOR all nominees listed in Item 1, FOR ItemItems 2 and FOR Item 3 and AGAINST Items 4 and 5. Item 4. This proxy may be revoked at any time prior to the time voting is declared closed by giving the Corporate Secretary of BlackRock, Inc. written notice of revocation or a subsequently dated proxy, or by casting a ballot at the meeting. If the undersigned is a participant in the BlackRock, Inc. Retirement Savings Plan (the “RSP”), then the undersigned hereby directs Bank of America, N.A., FSB, as Trustee of the RSP to vote all the shares of BlackRock common stock credited to the undersigned’s account as indicated on the reverse side at the meeting and at any adjournment(s) thereof. | | | | | | | | | | | | | Address Changes/Comments:
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(If Address Changes/Comments: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side |
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Review pay and performance alignment;
No ongoing employment agreements or guaranteed compensation arrangements for NEOs;
