UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
the Securities Exchange Act of 1934 (Amendment
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐ Soliciting Material |
BlackRock, Inc.BLACKROCK, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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Delivering Value to AllOur
Stakeholders to Generate
Durable Returns For
Shareholders
BlackRock, Inc. (“BlackRock” or the “Company”) is a global asset manager with approximately 16,50018,400 employees in more than 30 countries. Our purpose is to help more and more people experience financial well-being, and we do this by helping millions of people invest to build savings, making investing easier and more affordable, advancing sustainable investing and contributing to a more resilient economy.economy that benefits more people. By operating with a strong sense of purpose each and every day, we position ourselves to deliver better outcomes for clients no matter the market environment, create opportunities for and deepen our connections with employees, support communities and generate more consistent financial results for shareholders.
We have continuously invested in our business to build the world’s largest and most comprehensive, scaled investment platform across active and index funds, with solutions ranging from illiquid alternatives to cash management strategies. Our diverse investment platform is supported by our technology and risk management system, Aladdin®, which helps us better identify risks and opportunities and make portfolios more resilient for our clients. The stability of BlackRock’s globally integrated asset management and technology platform drives strong, long-term performance and consistent financial results, which allows us to continuously and deliberately invest in our business and enhances BlackRock’s ability to:
| Generate | Leverage our scale | Return capital to | ||||||
| differentiated | for the benefit of | shareholders on | ||||||
| organic growth | stakeholders | a consistent and | ||||||
predictable basis | ||||||||
Over the long term, BlackRock has delivered on each of these pillars. We have generated differentiated organic growth and delivered operating margin expansion. We have prioritized investment in our business to first drive growth and then returnedreturn excess cash flow to shareholders. Our capital return strategy has been balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program.
Our framework for generating long-term shareholder value was developed in close collaboration with our Board of Directors (the “Board”), and the Board actively oversees our broader strategy and our ability to successfully execute it.
In 2021,2022, we will continue to focus on the long-term and strategically and efficiently invest in BlackRock to optimize future growth to benefit all of our stakeholders. We will accelerate investments in areas we believe have high growth potential such as ETFs, illiquid alternatives and technology; keep active management at the heart of BlackRock; lead as a whole portfolio advisor across asset classes; and further integrate sustainability across our platform.business.
 | BlackRock, Inc. 55 East 52nd Street New York, New York, 10055 |
April 14, 2022
To Our Shareholders:
Just as BlackRock is a fiduciary to our clients, helping them invest for the future, I recognize many of you are investing in BlackRock to achieve your own investment goals, and I want to thank you for your continued support and confidence in our company. On behalf of BlackRock and our Board of Directors, we hope that you and your loved ones are healthy and safe.
We welcome you to join us virtually on May 25, 2022 at 8:00 a.m. EDT for BlackRock’s Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/BLK2022. You may vote your shares via the Internet and submit questions during the meeting. As we do each year, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy.
BlackRock is committed to living our purpose of helping more and more people experience financial well-being. Throughout our history, that has meant relentlessly focusing on helping our clients meet their investment goals and innovating to solve their most complex challenges. As a result of our consistent investments to build a comprehensive global investment and technology platform, more clients are coming to us than ever before, valuing our insights, breadth of solutions and global footprint. BlackRock is building deeper partnerships with more clients across their whole portfolio.
Our record 2021 results are a testament to the trust our clients place in us to help them navigate uncertain markets and achieve their desired financial outcomes.
BlackRock delivered the strongest organic growth in our history last year, even as our assets under management reached new highs. We generated $540 billion of net inflows in 2021, representing a record 11% organic base fee growth. Importantly, our growth is more diversified than ever before. In 2021, our active platform, including alternatives, contributed $267 billion in inflows, representing nearly half of total net inflows. ETFs remained a significant growth driver with record flows of $306 billion. And our technology services revenue grew by 12%, reaching $1.3 billion. We have conviction in our ability to continue generating differentiated organic growth over the long-term because we have built our platform with the goal of helping clients meet their objectives in all market environments. And we continue to invest in our platform and embrace new market opportunities to stay ahead of their evolving needs.
 | We have conviction in our ability to continue generating differentiated organic growth over the long-term because we have built our platform with the goal of helping clients meet their objectives in all market environments. And we continue to invest in our platform and embrace new market opportunities to stay ahead of their evolving needs. | |
Strong momentum across our entire business drove record financial results in 2021 as we executed on our shareholder value framework. BlackRock delivered 20% revenue growth, 19% operating income growth(1) and 16% EPS growth(1), and we expanded our operating margin year-over-year. After investing back in our business to serve all our stakeholders, we returned approximately $3.7 billion of cash to shareholders through a combination of dividends and share repurchases.
The Russian invasion of Ukraine is transforming the world, and while it’s impossible to predict precisely what path this war will take, there is no doubt that the implications of these events will be with us for years to come. As I wrote in my Chairman’s Letter to Shareholders, this will be a turning point in the world order that redefines geopolitics, macro-economic trends and capital markets. BlackRock remains guided by our clients’ needs, and we are focused on understanding the implications for our clients and their investment objectives.
BlackRock is fortunate to be guided by our diverse and engaged Board. BlackRock’s Board plays an integral role in our governance, strategy, growth and success. It has always been important that our Board functions as a key strategic governing body that both challenges and advises our leadership team and guides BlackRock into the future. It is also critical that we have a robust corporate governance framework to ensure we are executing on our strategy, fulfilling our fiduciary responsibilities to clients and serving all of our stakeholders over the long-term.
Just as we take a long-term approach to investing on behalf of our clients, we manage BlackRock for the long-term. And we will continue to invest in our business to serve clients, inspire our employees and support our communities, so we can continue delivering durable profits for you, our shareholders, and make a positive impact on society today and over the long-term.
Thank you again for your continued commitment to BlackRock.
 | Sincerely,
Laurence D. Fink | |
| Chairman and Chief Executive Officer |
| (1) | Operating income growth and EPS growth are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. See footnote 1 on page 7 for additional information on updates to certain non-GAAP definitions beginning in the first quarter of 2022. |
BLACKROCK, INC. 2022 PROXY STATEMENT
Notice of 2022
Annual Meeting of
Shareholders
Annual Meeting of Shareholders
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| Location |
| Record Date | |||||||||
Wednesday, May 25, 2022 | www.virtualshareholdermeeting.com/ | Monday, March 28, 2022 | ||||||||||||
| 8:00 a.m. EDT | BLK2022 | |||||||||||||
Voting Matters
At or before the 2022 Annual Meeting of Shareholders (“Annual Meeting”), we ask that you vote on the following items:
Proposal | Board Recommendation | Page Reference | ||||||
Item 1 Election of Directors |
| Vote FOR each director nominee | 11 | |||||
Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers |
| Vote FOR | 54 | |||||
Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm |
| Vote FOR | 93 | |||||
Item 4 Shareholder Proposal – Adopt Stewardship Policies Designed to Curtail Corporate Activities that Externalize Social and Environmental Costs |
| Vote AGAINST | 96 | |||||
BLACKROCK, INC. 2022 PROXY STATEMENT
Your vote is important — How to vote: | ||||||||
| Internet |
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Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page. | Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope. | |||||||
| Telephone |
| During the Meeting | |||||
If your shares are held in the name of a broker, bank or other nominee: Follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: Call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy card. | This year’s meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers About the Annual Meeting and Voting.” | |||||||
Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each of our shareholders. By doing so, we save costs and reduce our impact on the environment. Beginning on April 14, 2022, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose. Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual Meeting. | List of Shareholders Entitled to Vote at the Annual Meeting: For information regarding how to access the names of registered shareholders entitled to vote at the Annual Meeting, see “Who is entitled to vote?” under “Questions and Answers About the Annual Meeting and Voting” in this Proxy Statement. | |||||
By Order of the Board of Directors,
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R. Andrew Dickson III Corporate Secretary April 14, 2022 | BlackRock, Inc. 55 East 52nd Street, New York, New York 10055 | |||||
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be held on Wednesday, May 25, 2022: our Proxy
Statement and 2021 Annual Report are available free of charge on our
website at http://ir.blackrock.com/
BLACKROCK, INC. 2022 PROXY STATEMENT
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BLACKROCK, INC. 2022 PROXY STATEMENT i
Where You Can Find
More Information
Annual Meeting
Proxy Statement:
http://ir.blackrock.com/financials/annual-reports-and-proxy
Annual Report:
http://ir.blackrock.com/financials/annual-reports-and-proxy
Voting Your Proxy via the Internet Before the
Annual Meeting:
www.proxyvote.com
Board of Directors
http://ir.blackrock.com/board-of-directors
Communications with the Board
http://ir.blackrock.com/governance-overview under the heading
“Contact Our Board of Directors”
Governance Documents
http://ir.blackrock.com/governance-overview
Investor Relations
http://ir.blackrock.com
Sustainability
www.blackrock.com/corporate/sustainability
Other
Public Policy “Insights”:
www.blackrock.com/corporate/insights/public-policy
Lobbying Disclosure Act:
www.senate.gov/legislative/lobbyingdisc.htm
Federal Election Commission:
www.fec.gov/data/reports/pac-party
Definition of Certain Terms
or Abbreviations
| AUM | Assets under Management
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BlackRock, Inc.
55 East 52nd Street
New York, New York, 10055
April [●More Information], 2021
To Our Shareholders:
Just as BlackRock is a fiduciary to our clients, helping them invest for the future, I recognize many of you are investing in BlackRock to achieve your own long-term goals and I want to thank you for your continued support and confidence in our company. More than 13 months after COVID-19 became a global health crisis, we are still confronting its impacts daily. On behalf of BlackRock and our Board of Directors, we hope that you and your loved ones are staying healthy and safe.
In consideration of continued health concerns relating to COVID-19, we are once again holding BlackRock’s Annual Meeting of Shareholders virtually. We welcome you to join us on May 26, 2021 at 8:00 a.m. EDT at www.virtualshareholdermeeting.com/BLK2021. You may vote your shares via the Internet and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BLK2021. As we do each year, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy.
Over the past year, the COVID-19 pandemic has enveloped the entire globe and changed it permanently. It has both exacted a horrific human toll and transformed the way we live – the way we work, learn, access medicine, and much more. While we face great challenges ahead on the path to recovery, I am a long-term optimist and am encouraged by the positive societal changes that are emerging from this pandemic. As I wrote in January, we are seeing an acceleration in the tectonic shift towards sustainability and people, companies and governments working together to confront the global threat of climate change. In one of the great triumphs of modern science, multiple vaccines were developed in record time. And importantly, the pandemic has amplified the need for companies to operate with a clear sense of purpose and serve all of their stakeholders – customers, employees and communities – in order to deliver long-term, durable returns for their shareholders.
I am incredibly proud of BlackRock’s unwavering commitment to living our purpose and maintaining a clear long-term vision throughout these challenging times. The hardships experienced by people globally in 2020, and the inequities further exacerbated by the pandemic, have only strengthened BlackRock’s sense of responsibility to help millions of people invest to build savings; make investing easier and more affordable; advance sustainable investing; and contribute to a more resilient economy.
Our strong 2020 performance is a testament to the trust our clients place in us to help them navigate uncertain markets and our ability to meet their needs. Our diverse global investment platform – with active and index strategies across all asset classes, integrated technology, data and risk management, and global scale and connectivity enables us to deliver strong and consistent investment performance and more stable outcomes for clients. Our differentiated approach is resonating with clients and, as a result, they entrusted BlackRock with $391 billion of net new assets in 2020. We saw incredible momentum across our entire business during the year: we generated record net inflows into active equity, sustainable, cash and alternative strategies and had more than $1 billion of net inflows in each of 19 countries and 104 different products, reflecting the strength and depth of our diversified platform. Our technology services business eclipsed $1 billion in annual revenue for the first time, as the pandemic has accelerated the need for robust operating and risk management technology. And we executed on our shareholder value framework by delivering revenue, operating income and earnings growth. After investing back in our business to serve all our stakeholders, we returned approximately $3.8 billion of cash to shareholders through a combination of dividends and share repurchases.
The strength and consistency of BlackRock’s results, regardless of the market environment, are directly linked to our diverse and engaged Board, and strong corporate governance and sustainability frameworks. BlackRock’s Board plays an integral role in our governance, strategy, growth and success. It has always been important that our Board functions as a key strategic governing body that both challenges and advises our leadership team and guides BlackRock into the future. It is also critical that we have a robust corporate governance framework to ensure we are executing on our strategy, fulfilling our fiduciary responsibilities to clients and serving all of our stakeholders over the long-term.
BlackRock is committed to living our purpose of helping more and more people experience financial well-being. It is critical that we continue aggressively investing in our business to serve clients, inspire our employees and support our communities, so we can continue delivering durable profits for you, our shareholders, and make a positive impact on society. Now, more than ever, compassion and forward-thinking will be essential to our future.
Thank you again for your continued commitment to BlackRock and I hope to see you in person next year.
Sincerely,
Laurence D. Fink
Chairman and Chief Executive Officer
PRELIMINARY COPY — SUBJECT TO COMPLETION
Notice of 2021
Annual Meeting of
Shareholders
Annual Meeting of Shareholders
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http://ir.blackrock.com/financials/annual-reports-and-proxy Annual Report: http://ir.blackrock.com/financials/annual-reports-and-proxy Voting Your Proxy via the Internet Annual www.proxyvote.com
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be held on Wednesday, May 26, 2021: our Proxy
Statement and 2020 Annual Report are available free of charge on our
website at http://ir.blackrock.com/
| Communications with the Board http://ir.blackrock.com/governance-overview under the heading “Contact Our Board of Directors” Governance Documents http://ir.blackrock.com/governance-overview Categorical Standards of Director Independence Corporate Governance Guidelines Committee Charters Code of Business Conduct and Ethics Code of Ethics for Chief Executive and Senior Financial Officers Lead Independent Director Guidelines Investor Relations http://ir.blackrock.com Sustainability www.blackrock.com/corporate/sustainability Other Public Policy “Insights”: www.blackrock.com/corporate/insights/public-policy Lobbying Disclosure Act: www.senate.gov/legislative/lobbyingdisc.htm Federal Election Commission: www.fec.gov/data/reports/pac-party Definition of Certain Terms or Abbreviations
Where You Can Find More Information Annual Meeting
Proxy Statement: http://ir.blackrock.com/financials/annual-reports-and-proxy Annual Report: http://ir.blackrock.com/financials/annual-reports-and-proxy Voting Your Proxy via the Internet Before the Annual Meeting: www.proxyvote.com Board of Directors
http://ir.blackrock.com/board-of-directors Communications with the Board
http://ir.blackrock.com/governance-overview under the heading “Contact Our Board of Directors” Governance Documents
http://ir.blackrock.com/governance-overview
Categorical Standards of Director Independence
Corporate Governance Guidelines
Committee Charters
Code of Business Conduct and Ethics
Code of Ethics for Chief Executive and Senior Financial Officers
Lead Independent Director Guidelines Investor Relations
http://ir.blackrock.com Sustainability
www.blackrock.com/corporate/sustainability Other
Public Policy “Insights”: www.blackrock.com/corporate/insights/public-policy Lobbying Disclosure Act: www.senate.gov/legislative/lobbyingdisc.htm Federal Election Commission: www.fec.gov/data/reports/pac-party Definition of Certain Terms or Abbreviations
ii BLACKROCK, INC. This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting. Annual Meeting of Shareholders
Voting Matters Shareholders will be asked to vote on the following matters at the Annual Meeting:
Proxy Summary | Governance Highlights
Board Composition ( The Board believes that its size, albeit larger than the average public company board, The Board Tenure The Board considers length of tenure when reviewing nominees in order to maintain an overall balance of experience, continuity and fresh perspective.
Board Independence and Leadership Each year the Board reviews and evaluates our Board leadership structure. The Board has appointed Laurence D. Fink as its Chairman and Murry S. Gerber as its Lead Independent Director.
Proxy Summary | Governance Highlights Board Profile and Diversity
The Board has and will continue to make diversity in gender, race/ethnicity, age, career experience and nationality – as well as diversity of mind – a priority when considering director candidates.
Core Director Qualifications and Experience The NGSC and the Board take into consideration a number of factors and criteria when reviewing candidates for nomination to the Board. Core qualifications and areas of expertise represented by our director nominees include the following. For full descriptions of the qualification and experience categories, see “Board Skills and Experience Matrix” on page 15.
Oversight of ESG by BlackRock’s Board and BlackRock’s governance of Topics such as the following were reviewed by the Board and its Committees in
Development of sustainable investment strategies Investment stewardship priorities Corporate sustainability strategy and disclosures Human capital management strategies, including DEI Legal and regulatory developments relating to Public policy priorities and activities BlackRock’s
Proxy Summary | Governance Highlights
Our Director Nominees
Proxy Summary | Governance Highlights
Governance Practices We are vocal advocates for the adoption of sound corporate governance policies that include strong Board leadership and strategic deliberation, prudent management practices and transparency. Highlights of our governance practices include:
Annual election of directors
Majority voting for directors in uncontested elections
Lead Independent Director may call special meetings of directors without management present
Executive sessions of independent directors
Annual Board and Committee evaluations
Risk oversight by Board and Committees
Strong investor outreach program
Meaningful stock ownership requirements for directors and Annual advisory vote on executive compensation Proxy access for shareholders Shareholder right to call special meetings
Annual review of Committee charters and Corporate Governance Guidelines
Human capital management oversight by the Board and its Committees
Stock Ownership Guidelines
Our stock ownership guidelines require the Company’s GEC members to own shares with a target value of:
$10 million for the CEO;
$5 million for the President; and
$2 million for all other GEC members.
As of December 31,
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 to be addressed.
Proxy Summary | Compensation Discussion and Analysis Highlights
Analysis Highlights Compensation Policies and Practices Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:
Incentive Program – Pay-for-Performance Highlights Our total annual compensation structure embodies our commitment to align pay with performance, as highlighted in the following Compensation Discussion and Analysis sections:
Proxy Summary | Compensation Discussion and Analysis Highlights
BlackRock’s
Proxy Summary | Compensation Discussion and Analysis Highlights
How We Pay NEOs Each of BlackRock’s NEOs, through their various roles and responsibilities, contributes to the For each NEO’s performance assessment, please refer to the section “ How We Determine Total Incentive Amounts for NEOs
Proxy Summary | Compensation Discussion and Analysis Highlights
NEO Total Annual Compensation Summary Following a review of full-year business and individual NEO performance, the MDCC determined 2021 total annual compensation outcomes for each NEO, as outlined in the table below.
The amounts listed above as “2021 Total Incentive Award: Deferred Equity” and “2021 Total Incentive Award: Long-Term Incentive Award (BPIP)” were granted in January 2022 in the form of equity and are in addition to the cash award amounts listed above as “2021 Total Incentive Award: Cash.” In accordance with SEC requirements, the “2021 Summary Compensation Table” on page 85 reports equity in the year granted but cash in the year earned.
Proxy Summary | Compensation Discussion and Analysis Highlights
Pay-for-Performance Compensation Structure for NEOs Our total annual compensation structure embodies our commitment to align pay with performance. More than
Election of Directors
ITEM 1: Election of Directors | Director Nominees
The Identifying and Evaluating Candidates for Director The The The
In In September 2021, the NGSC identified Beth Ford and Kristin C. Peck as candidates with significant leadership experience and recommended
ITEM 1: Election of Directors | Criteria for Each year, the Board determines the independence of directors in accordance with NYSE listing The Board has adopted
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 considers the relationships described under “Certain Relationships and Related Transactions” on page In March Following the Annual Meeting, assuming all of the nominated directors are elected, BlackRock’s Board is expected to consist of
ITEM 1: Election of Directors | Criteria for Board Membership Director Qualifications and Attributes The
BlackRock and its Board believe diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. The Board has and will continue to make diversity in gender, race/ethnicity, age, career experience and nationality – as well as diversity of mind – a priority when considering director candidates. The diverse backgrounds of our individual directors help the Board better oversee BlackRock’s management and operations and assess risk and opportunities for the Company’s business model from a variety of perspectives. BlackRock’s commitment to Board diversity enhances the Board’s involvement in our Company’s multifaceted long-term strategy and inspires deeper engagement with management, employees and clients around the world. Our Board has nominated Additionally,
ITEM 1: Election of Directors | Criteria for Board Membership
As BlackRock’s business has evolved, so has our Board. Our slate of director nominees consists of senior leaders, including
ITEM 1: Election of Directors | Criteria for Board Membership Board Tenure, Retirement Age and Size Board Following the Annual Meeting, assuming all of the nominated directors are elected, there will be Retirement Board
Compliance with Regulatory and Independence Requirements The Service on Other Public Company Boards Each of our directors must have the time and ability to make a constructive contribution to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interests of the Company’s shareholders. Neither BlackRock’s CEO nor President currently serves on the board of directors of any other public company, and none of our current directors serve on more than four public company boards, including BlackRock’s
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
ITEM 1: Election of Directors | Director Nominee Biographies
BlackRock’s corporate governance framework is a set of principles, guidelines and practices that support consistent financial performance and long-term value creation for our shareholders. Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our senior management team and Board. We regularly meet with our shareholders to solicit feedback on our corporate governance framework. We strive to incorporate this feedback through enhanced policies, processes and disclosure. Our Corporate Governance Framework Our Board is committed to maintaining the highest standards of corporate governance at BlackRock. Our Board is guided by our Corporate Governance Guidelines, which provide a framework for the governance of the Company and the responsibilities of our Board. The Corporate Governance Guidelines address director qualifications, director orientation and continuing education, director access to management and independent advisors, and Board responsibilities, as well as the annual self-evaluation process of the Board and its standing Committees. Because corporate governance practices evolve over time, our Board reviews our Corporate Governance Guidelines, Committee charters and other governance policies at least once a year and approves or updates them as necessary and appropriate. Additionally, both the Board and management recognize that creating long-term value for the Company’s shareholders requires consideration of the concerns of our other stakeholders,
BlackRock’s culture is vital to our success BlackRock’s culture is a key differentiator of our strategy and helps to drive our results and long-term growth. Our culture embraces our fiduciary commitment to serve clients and stay ahead of their needs and unifies the firm. Our approach to instilling, reinforcing and enhancing our culture is deliberate and intentional. BlackRock’s culture is underpinned by five core principles that we refer to as the BlackRock Principles:
We are a fiduciary to our clients;
We are One BlackRock;
We are passionate about performance;
We take emotional ownership; and
We are committed to a better future. We rely on the BlackRock Principles to guide how we interact with each other, our clients, the communities in which we operate and all of our other stakeholders. The BlackRock Principles represent our core values, our aspirations and our cultural language. To learn more, please visit our website www.blackrock.com.
Corporate Governance | Our Board and Culture
Our Board is deeply engaged in understanding the culture at BlackRock We believe our Board should have a strong understanding of BlackRock’s culture, because it is the foundation for our Company’s strategic plans. We also believe that our Board should be deeply engaged, provide informed and honest guidance and feedback, and maintain an open dialogue with management based on a clear understanding of our strategic plans.
Board Oversight of Culture and the Future of Work Despite the challenges of the COVID-19 At the Board’s annual review of culture, talent development, retention and recruiting initiatives, DEI strategy, leadership and succession planning, and employee feedback, directors reviewed and discussed with management how BlackRock’s culture defines who we are as a firm and has helped enable emotional ownership and connectivity, keeping us together as One BlackRock during the pandemic. The Board has
For more information on how BlackRock is supporting its employees through the
Corporate Governance | Our Board and Culture
Corporate Governance | Our Board Leadership Structure
Our Board Leadership Structure Why our Board leadership structure is right for BlackRock Our Board and The Board does not have a policy on whether the roles of the Chairman and CEO should be separated but believes the current combination of the two roles provides BlackRock with Under our Lead Independent Director Guidelines, when the positions of Chief Executive Officer and Chairman of the Board are combined or the Chairman is not independent, the independent directors will appoint a Lead Independent Director. The Lead Independent Director will then be appointed annually by BlackRock’s independent directors and serve until a successor is duly appointed and qualified, his or her removal or resignation, or he or she is no longer an independent member of the Board. Although appointed annually, we expect the Lead Independent Director to serve for more than one year. The Board believes the role and responsibilities of the Lead Independent Director help to ensure the exercise of independent judgment by the Board and further facilitate coordination with the independent directors.
Mr. Gerber has substantial experience with corporate governance and public company management, as well as deep knowledge of the Company and its governance practices. The Board believes Mr. Gerber’s long tenure as a director enables him to provide a valuable perspective on BlackRock’s growing business and risk management and enhances his ability to challenge members of senior management. The Board, as reflected in responses to the
Executive Sessions Executive sessions of non-management directors are held at every regularly scheduled Board meeting, and six executive sessions were held in
The full versions of our Lead Independent Director Guidelines and other corporate governance policies are available on our website at http://ir.blackrock.com under the headings “Governance / Governance Overview.”
Corporate Governance | Board Evaluation Process
The effectiveness of the Board and its Committees is critical to BlackRock’s success and to the protection of our shareholders’ long-term interests. To maintain their effectiveness, the Board and each standing Committee annually conduct comprehensive evaluations to identify and assess areas for improvements. The evaluation process includes the following steps:
Corporate Governance| Board Committees
Each Committee is governed by a Board-approved Charter. Board Committee Meetings and Members The Board has five Committees: the Audit Committee, the
The Board met
Corporate Governance | Board Committees
Board Committee Refreshment The
: On March 24, 2021, the Board appointed Messrs. Vestberg and Wilson to serve as members of the Audit Committee, effective May 26, 2021 (following the 2021 Annual Meeting of Shareholders and subject to their election by shareholders). Mr. Vestberg brings financial expertise from having served as a former chief financial officer, as well as a valuable perspective on international business. Mr. Wilson brings expertise in international finance and strategy and significant executive management expertise from his experience as a former chief executive officer. NGSC: On March 24, 2021, the Board appointed Mr. Ford to serve as a member of the MDCC and Risk Committee: On March 23, 2022, the Board appointed Ms. Ford to serve as a member of the MDCC and the Risk Committee, effective May Outlined below are the Board’s Committees with
Corporate Governance | Board Committees
Corporate Governance | Board Committees
Board and Committee Oversight of Strategy The Board actively engages with senior management by providing guidance on the formation and implementation of strategic initiatives. On an annual basis, our CEO previews the Board’s proposed agenda with the
Corporate Governance | Board Committees Board and Committee Oversight of Risk Management
KEY STRATEGY & RISK MANAGEMENT OVERSIGHT AREAS
Investment Performance
Technology and Cybersecurity
Operations and Business Continuity External Affairs, Regulation, Compliance and Legal Developments Sustainable Investing, Investment Stewardship and Corporate Sustainability
Human Capital and Talent Development
Corporate Governance | Board Committees
Our global information security team, in collaboration with our technology risk team, internal audit and independent third parties, assesses In 2021, the Risk Committee also discussed with management cyber incident preparedness and measures implemented by the firm, such as response, governance and communication protocols, as well as the results of “tabletop” exercises conducted by management and led by external advisors. Board and Committee Oversight of BlackRock’s governance of In 2021, the Board reviewed and discussed aspects of BlackRock’s climate and sustainability-related strategy, including elements of the firm’s commitment to supporting the global goal of net zero emissions by 2050 or sooner. This included matters such as
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Governance Committee oversight 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 the full Board.
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Corporate Governance | Board Committees
Committee Oversight of ESG
Audit Committee
In 2021, the Audit Committee reviewed and discussed the Company’s Form 10-K, which included a discussion of the Company’s human capital management practices as required by the SEC, as well as legal and regulatory developments relating to sustainable investment products and the firm’s compliance.
Nominating, Governance & Sustainability Committee
In 2021, the NGSC reviewed and discussed the Investment Stewardship team’s updated engagement priorities and approach to voting on environmental and social shareholder proposals. Additionally, BlackRock’s Global Public Policy group and Corporate Sustainability team presented on governance enhancements with respect to the firm’s trade association and external memberships. The NGSC also reviewed and discussed the governance of BlackRock’s Social Impact program and The BlackRock Foundation, as well as the Corporate Sustainability team’s priorities and progress in 2021.
Management Development & Compensation Committee
In 2021, the MDCC reviewed and discussed the Company’s 2021 say-on-pay results, progress toward DEI goals, UK gender pay gap report and other EMEA-focused compensation-related disclosures.
Risk Committee
In 2021, the Risk Committee reviewed and discussed the incorporation of ESG considerations into the firm’s risk management processes, a framework to monitor exposure to issuers that may present significant climate risk in active portfolios, and ESG risks associated with new business activities and new products.
| 38 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Corporate Governance | 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 and providing transparency to stakeholders on how we integrate these business practices into our own strategy and operations. The below illustrates how our business practices support our sustainability goals.
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Operating a Sustainable Company | • Our long-term success is dependent on our
• We
| • Our corporate sustainability strategy seeks to decouple growth from our impact on the environment, while increasing the efficiency and resiliency of our operations. During 2021, we set new science-aligned emissions reduction targets
• In | ||
Sustainable | •
• In 2021, the BlackRock Investment Institute incorporated climate considerations into its Capital Market Assumptions, a building block of our portfolios, to assess the impacts and opportunities of climate factors on economic growth over the next 20 years. | •As of December 31,
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Corporate Governance | Sustainability at BlackRock
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Integrating sustainability into our long-term growth strategy
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• | • Among other engagement topics, BIS engaged with companies during 2021 to understand how climate risks and opportunitiesmight impact their business, and how these factors are addressed in the context of a company’s business model and sector.
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Data & Technology |
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clean energy technology, including sustainable aviation fuel, green hydrogen, direct air capture, and long-duration energy storage.
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Corporate Governance | BlackRock’s Impact on its PeopleSustainability at BlackRock
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BlackRock’s Commitment to Transparency
BlackRock is committed to providing transparency on meaningful sustainability-related information to stakeholders. We made significant progressenhancements to our Corporate Sustainability disclosures in 20202021 and we are workingcommitted to further enhanceenhancing our corporate sustainability strategy and disclosure in the years ahead. Recent publications include our:include:
SASB Report, which includes information regarding our workforce diversity, risk management and incorporation of ESG factors in our investment management processes
TCFD Report, which discusses how BlackRock manages climate-related risks and opportunities
U.S. EEO-1 Report, which provides information on our U.S. employee base across gender and race/ethnicity categories
Publication | Description | |
2021 TCFD Report | This comprehensive report is aligned to the recommendations of the TCFD and represents BlackRock’s commitment to meaningful transparency on our approach to managing climate-related risks and opportunities across our business. The 2021 TCFD report is our second TCFD report, which we have enhanced by including an enterprise-level climate-related scenario analysis that assesses the potential implications of climate-related physical and transition risks to the firm and preliminary estimates reflecting the greenhouse gas emissions associated with BlackRock’s AUM. | |
US EEO-1 Report | BlackRock is committed to DEI across every level of our firm and within every region and country where we operate. This report provides U.S. demographic work force data, including data by race/ethnicity, gender and job categories. | |
2020 Sustainability | BlackRock’s 2020 Sustainability Disclosure is aligned to the SASB’s standards for Asset Management & Custody Activities. The report includes information regarding workforce diversity, sustainable investing and stewardship, which is aligned with the SASB standards. In addition to reporting against the SASB standards, the 2020 Sustainability Disclosure includes topics such as employee health, safety and well-being, and community relations and social impact, which are based on the UN Global Compact 10 Principles and input from a stakeholder assessment we conducted. | |
Additionally, BIS publishes global governance and engagement guidelines, as well as quarterly and annual activity reports, which are available on our website.
| 40 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Corporate Governance | BlackRock’s Impact on its People
BlackRock’s Impact on its People
With approximately 16,50018,400 employees in more than 30 countries, BlackRock provides a broad range of investment and technology services to institutional and retail clients in more than 100 countries across the globe. As an asset manager, our long-term success depends on our people and how we manage our workforce.
Culture and Principles
BlackRock believes that maintaining a strong corporate culture is an important component of its human capital management practices and is critical to the firm’s long-term success. Our culture is underpinned by the BlackRock Principles, which unify our workforce and guide how we interact with each other, our clients, the communities in which we operate and all of our other stakeholders:
Read more about the BlackRock Principles on our website at www.blackrock.com.
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Corporate Governance | BlackRock’s Impact on its People
Diversity, Equity and Inclusion (“DEI”)
We believe a diverse workforce and an equitable and inclusive workingwork environment are key factors in achieving better outcomes across all levels of our business. We have made a long-term commitment to cultivating diversity in our workforce and leadership team through our hiring, retention, promotion and development practices. As part of ourthis long-term commitment, we have instituted a multi-year DEI strategy that we believe is actionable, measurable and designed to apply across the many countries in which the firm operates. Our DEI strategy is aligned with the firm’s business priorities and long-term objectives, and we expect that it will evolve as the firm learns and adapts to a changing macro environment.objectives. Our DEI strategy centers on three key pillars:
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Key goals of the Talent and Culture pillarneeds of our clients, and policy and social impact in the communities in which we operate.
We are focused on the following to advance our DEI strategy include:strategy:
ExpandingExpand partnerships with external organizations and developingdevelop strategies to increase the diversity of our applicant pool;pools;
StrengtheningStrengthen talent acquisition and management processes in an effort to eliminate bias; and
ImplementingImplement leadership development, sponsorship and coaching initiatives to engage and develop diverseunderrepresented talent.
Another focus of our DEI strategy is to cultivate an inclusive, equitable work environment in which employees feel connected to BlackRock’s culture and supported in pursuit of their professional goals. To this end, we have committed to raising awareness of racial equity issues and resettingsetting high behavioral expectations for our employees, as well as to holding firm leaders and managers accountable for continued progress against the firm’sour goals.
Employee Engagement
We value continuous dialogue with our employees about their experiences. We have several employee feedbackengagement mechanisms including:
In 2021, we shifted from annual to quarterlyThese employee opinion surveys to create a more continuous feedback channel with our employees. The opinion surveys and other engagement mechanisms provide us with actionable feedback for each team and for the firm as a whole.
In October 2021,
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Employee Networks
Employee, professional and social impact networks also provide forums and opportunities for employees with diverse backgrounds to connect with one another and shape the firm’s culture. The networks which continue to grow in number, are sponsored by Global Executive Committee memberssenior leaders and designed by employees, for employees. As of March 31, 2022, over 50% of BlackRock employees are involved in an employee or impact network.
More recently, theseThese networks have played, and continue to play, an active role in our response to COVID-19, including by instituting programs to combat isolation and more deeply understand the employee experience during the pandemic.pandemic, as well as to support families throughout the pandemic and as we transition back to our offices in selected countries around the world. The networks also have served a critical role in the firm’s dialogue around issues of racial injusticesinjustice and inequities.inequity.
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Corporate Governance | BlackRock’s Impact on its People
BlackRock believes that it is imperative to support employees as a local force for good in the communities in which we live and operate, and to help build a more equitable and resilient future for our neighbors. In 2021, we launched the Gives Network, whose mission is to empower employees to channel their passions to positively impact their communities and work collectively to shape BlackRock’s local footprint. During 2021, we also launched the Asian & Middle Eastern Professionals & Allies Network to foster community, camaraderie and a sense of belonging for Asian and Middle Eastern professionals and allies at the firm.
LearningTraining, Innovation and Development
We believe that developing the capabilities of our employees is integral to delivering long-term value. Our human capital management practices are designed to provide opportunities for employees to learn, innovate and enhance their skillsets at every stage of their career. The opportunitiesExamples include:
BlackRock Academies, – BlackRock’s comprehensiveonline suite of online interactive resources and courses, which enable employees to build skills and thought leadership in specific facets of our business;business and purpose.
Leadership development programs,which help accelerate growth and include – Includes executive coaching, in-person and virtual learning, and senior management sponsorship; andsponsorship.
People Manager Enablement SessionsInclusion Dialogues, which are designed – Small group conversations led by external facilitators to equip managers with tools and resourceshelp employees build skills to lead inclusively and keep teams motivated, informed and inspired.cultivate inclusive environments.
Compensation, Wellness and Benefits
Our compensation and benefits practices are designed to: attract, retain and
We also offer a wide range of benefits that are regularly reviewed in accordance with |
| The COVID-19 pandemic has further highlighted the importance of keeping employees safe and healthy.
BlackRock
• Prioritizing communication about • Creating a Mental Health Ambassador program to
• Extending cross-border healthcare coverage and support to employees and their dependents temporarily working, or on FTO, outside of their home country as a result of the pandemic.
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Corporate Governance | BlackRock’s Impact on its People
We prioritize protecting the rights of our workforce and the equitable treatment of employees. We have implemented policies related to harassment prevention and compliance with equal employment opportunity and overtime regulations and are committed to providing a safe and healthy workingwork environment. To do this, we design global programs, including environmental and occupational health and safety programs, to meet or exceed local requirements. Moreover, we encourage all employees to raise issues of concern and assure employees that they may do so without fear of retaliation.
Transparency and Accountability
We view transparency and accountability as a critical part of our DEI strategy and as a means to inform, measure and improve our human capital management practices.
In 2020,Earlier this year, we published our firstinaugural DEI annual report “Driving Accountability,” which highlights our commitment to DEI across the firm and within the regions and countries where we operate.
In addition, since 2020, we have published annual SASB-aligned disclosure which we plan to update annually. We also, for the first time, publishedand our annual EEO-1 report, which includesreport. Both of these documents include information regarding workforce diversity.
During 2020, we also set and published goals for increasing the overall workplace representation of Black and Latinx employees and growing the number of female and U.S. Black and Latinx leaders at the Director level and above. As of January 1, 2022, of the Company’s employees who self-identified their gender status, 43.5% of global employees were women. As of January 1, 2022, of the Company’s U.S. employees who self-identified their race/ethnicity status, 6.9% identified as Black or African American, 6.8% identified as Hispanic/Latinx, 26.0% identified as Asian and 2.5% identified as Native American or Alaska Native, Native Hawaiian or Pacific Islander, or as “two or more races”. At the Board level, 35%, or 6 directors, are women, 17%, or 3 directors, identified as racially/ethnically diverse, and 6%, or 1 director, identified as LGBTQ+.
Board Oversight of Human Capital Management
Our Board plays an important role in the oversight of human capital management at BlackRock and devotes one full Board meeting annually to an in-depth review of BlackRock’s culture, talent development, retention and recruiting initiatives, DEI strategy, leadership and succession planning, and employee feedback.
Moreover, year-end business assessments, which include a review of the progress that is being made against the firm’s DEI goals, influence individual compensation outcomes that are reviewed and approved by the Compensation Committee.MDCC. For a discussion on how ESG and organizational strength objectives such as delivering sustainable solutions for clients; attracting, developing and inspiring talentretaining talent; and developing a more diverse and inclusive cultureDEI are factored into performance assessments of BlackRock’s NEOs, see “20202021 NEO Compensation and Performance Summaries” beginning on page 68.69.
Additionally, succession planning for BlackRock’s CEO and other senior executives is a key part of the Board’s annual review of human capital management issues. As part of this review, the Board focuses on whether BlackRock has the right people in place to execute the Company’s long-term strategic plans, and on BlackRock’s ability to identify, attract, develop, promote and retain future senior executives. An important element of the succession planning across the organization is a commitment to building leadership from within and increasing diversity in leadership roles.
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Corporate Governance | Corporate Governance Practices and Policies
Corporate Governance Practices and Policies
Management Succession Planning
Our Board recognizes the importance of succession planning for the CEO and other key executives at BlackRock. The Board, in consultation with the Compensation Committee,MDCC, dedicates one full meeting per year to reviewing BlackRock’s culture, talent development, retention and recruiting initiatives, DEI strategy, leadership and succession planning, and employee feedback, and as part of this review, seeks to ensure that BlackRock has the right people in place to execute our long-term strategic plans and appropriate succession for key roles.plans.
DURING THESE REVIEWS, THE BOARD DISCUSSES:
| • | Our succession process and pipeline, including DEI 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. |
BlackRock Public Policy Engagement and Political Participation Policies
BlackRock believes that responsible corporate citizenship requires active engagement in legislative and regulatory processes. 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 activeBlackRock’s External Affairs group manages the firm’s key reputational and policy challenges and opportunities. The global group, which includes Corporate Sustainability, Global Public Policy and Social Impact, as well as members focused on research initiatives relating to stakeholder capitalism and engagement in legislativewith the academic community, is focused on deepening our relationships with key stakeholders, creating forums for research, dialogue and regulatory processes.debate, and advocating on behalf of the interests of our clients. Our engagementengagements with policy makers and advocacy on public policy issues isare coordinated by our Global Public Policy Group. Members of the Global Public Policy Groupgroup (“GPPG”). Members of GPPG 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.
BlackRock’s Chief Legal Officer and membersHead of the Global Public Policy GroupExternal Affairs regularly brief both the Board’s Risk and GovernanceBoard or its Committees to keep directors apprised of, and engaged in, BlackRock’s legislative and regulatory priorities and advocacy initiatives. The Global Public Policy GroupMembers of GPPG 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 associations that advocate for and shape public policy positions that are important to the asset management industry and the global business community. Trade associations also provide educational, training and professional networking opportunities for their members. BlackRock participates 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. We do not control these organizations, and our membership and participation in themthese organizations are not endorsementsan endorsement of all their activities orand positions. Accordingly, there may be instances where specific positions diverge from those of BlackRock.
BlackRock discloses the principal trade associations to which we belong, as well as those trade associations to which we paid in excess of $25,000 in 20202021 for membership fees and/or dues, on our Public Policy Engagement and Political Participation Policies webpage. BlackRock periodically reviews our memberships in these trade associations, and the positions they support, to evaluate whether there is alignment between
BlackRock periodically reviews our memberships in these trade associations, and the positions they support, to evaluate whether there is alignment with our views
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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 U.S. federal law, BlackRock may not contribute corporate funds or make in-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 U.S. are governed by Municipal Securities Rulemaking Board Rule G-37, Rule 206(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 committeesPACs 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.communications. Information about BlackRock’s lobbying activities, including contributions required to be disclosed under the Lobbying Disclosure Act of 1995, as amended, is publicly available at http://www.senate.gov/legislative/lobbying.
BlackRock maintains a federal PAC that is funded in accordance with applicable federal law on a voluntary basis by employees of the Company who are U.S. citizens or green card holders. The PAC makes contributions at the federal level on a bi-partisan
| BlackRock maintains a federal PAC that is funded in accordance with applicable federal law on a voluntary basis by employees of the Company who are U.S. citizens or green card holders. The PAC makes contributions at the federal level on a bipartisan 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 at www.fec.gov. |
Following the events at the U.S. Capitol in January 2021, we revisited the BlackRock PAC’s governance structure, size, disbursements, contribution criteria, transparency and employee engagement. In the third quarter of 2021, we implemented a number of enhancements to strengthen governance, improve transparency and encourage engagement with eligible employees.
BlackRock maintains compliance processes designed to ensure that its activities are conducted in accordance with our Public Policy Engagement and Political Participation Policies and all relevant laws governing political contributions in the United States.U.S. 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 to be addressed.
Also see “Compensation Discussion and Analysis” beginning on page 5556 for a discussion of our compensation relatedcompensation-related shareholder engagement initiatives and our 20202021 say-on-pay vote result.
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Corporate Governance | 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:
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Mail:
BlackRock, Inc. Attn: Board of Directors c/o Corporate Secretary 40 East 52nd Street New York, New York 10022 |
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Online:
Go to the BlackRock website at www.blackrock.com. Under the headings “Our Company and Sites / About BlackRock / Investor Relations / Governance / Governance Overview / Contact Our Board of 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. | ||||
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 handled in accordance with procedures established for reporting certain matters to the Audit Committee.procedures.
Shareholders are encouraged to visit the “Governance / Governance Overview” page of the BlackRock website at http://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,MDCC, the Governance Committee,NGSC, 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.
20202021 Director Compensation
Independent 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 further 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, as described below.
The Compensation CommitteeMDCC is responsible for reviewing director compensation periodically and making recommendations to the Board. The Compensation CommitteeMDCC 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 66. The Compensation Committee determined that no changes to our director compensation program were necessary for 2020.67.
How Our Director Compensation Program Aligns with Long-Term Shareholder Interests
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Corporate Governance | 20202021 Director Compensation
20202021 Elements of Director Compensation
For services provided in 2020,2021, each independent director received an annual retainer paid quarterly in arrears at an annualized rate of $85,000, as well as Committee annual 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, GovernanceMDCC, NGSC and Risk Committees.Committee. Our Lead Independent Director received an additional annual retainer paid quarterly in arrears at an annualized rate of $100,000. 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 addition,July 2020, the MDCC changed the grant date of the annual equity grants awarded to our independent directors from the end of the first quarter of each year to January of each year, to align the timing of future grants with the grant date of year-end equity awards to employees, provided that the awards vest upon a director’s election or re-election at each year’s Annual Meeting of Shareholders. This change was effective starting with the 2021 annual equity grants.
Accordingly, in January 2021, each independent director received an annual equity grant, awarded in deferred stock units valued at $240,000. For 2020, these equity awards were granted to each director following theirThe grant vested upon a director’s election toor re-election, as applicable, at the Board of Directors at the2021 Annual Meeting of Shareholders on May 21, 2020. The deferred stock units are fully vested on the date of grant and are generallywill be settled in shares of BlackRock common stockstock. The settlement of the annual equity grant will occur on the earlier of (i) the third anniversary of the date of grant and (ii) the date the director ceases to be a member of the Board.
The following table shows the elements of director compensation provided by BlackRock for services in 2020.2021.
Director Compensation Element |
Payment or Value of Equity |
Payment or Value of Equity | ||||||||||||||||||
Board Service(1) |
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Annual Retainer(2) | $85,000 |
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Annual Equity Grant(3) | td40,000 deferred stock units |
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Lead Independent Director |
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td00,000 |
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td00,000 |
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Committee Service | ||||||||||||||||||||
Committee Annual Retainers(2) | Chair | Member |
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Audit Committee | $40,000 | td5,000 |
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| ||||||||||||
Compensation Committee | $30,000 | td5,000 | ||||||||||||||||||
Governance Committee | $30,000 | td5,000 | ||||||||||||||||||
MDCC |
| $30,000 |
|
| td5,000 |
| ||||||||||||||
NGSC |
| $30,000 |
|
| td5,000 |
|
| |||||||||||||
Risk Committee | $30,000 | td5,000 |
|
| $30,000 |
|
| td5,000 | ||||||||||||
| (1) | Board |
| (2) | Timing of Annual Retainer Payments. Board |
| (3) | Annual Equity Grant. Directors were granted an annual equity award in January 2021, which vested following their election (or re-election)to the Board |
| BLACKROCK, INC. |
Corporate Governance | 20202021 Director Compensation
2020 Total Director Compensation
Directors in 20202021 who were also employees of BlackRock or PNC are not listed in the table below because they did not receive compensation for serving as directors or Committee members. In 2020,2021, directors who were not employees of BlackRock or PNC each received the amounts set forth below and were also reimbursed for reasonable travel and related expenses.
20202021 Total Director Compensation Table
Name |
Fees Earned | Stock Awards ($)(2) | Total ($) |
Fees Earned | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Bader M. Alsaad |
| 114,120 |
|
| 239,508 |
|
| 353,628 |
|
| 115,393 |
|
| 240,247 |
|
| — |
|
| 355,640 |
| |||||||
Mathis Cabiallavetta |
| 124,040 |
|
| 239,508 |
|
| 363,548 |
|
| 62,724 |
|
| 240,247 |
|
| — |
|
| 302,971 |
| |||||||
Pamela Daley |
| 139,153 |
|
| 239,508 |
|
| 378,661 |
|
| 139,696 |
|
| 240,247 |
|
| — |
|
| 379,943 |
| |||||||
Jessica P. Einhorn |
| 115,000 |
|
| 239,508 |
|
| 354,508 |
|
| 115,000 |
|
| 240,247 |
|
| — |
|
| 355,247 |
| |||||||
Beth Ford(4) |
| 45,687 |
|
| — |
|
| — |
|
| 45,687 |
| ||||||||||||||||
William E. Ford |
| 135,634 |
|
| 239,508 |
|
| 375,142 |
|
| 138,687 |
|
| 240,247 |
|
| — |
|
| 378,934 |
| |||||||
Fabrizio Freda |
| 98,451 |
|
| 239,508 |
|
| 337,959 |
|
| 100,175 |
|
| 240,247 |
|
| — |
|
| 340,422 |
| |||||||
Murry S. Gerber |
| 225,000 |
|
| 239,508 |
|
| 464,508 |
|
| 225,000 |
|
| 240,247 |
|
| — |
|
| 465,247 |
| |||||||
Margaret “Peggy” L. Johnson |
| 124,040 |
|
| 239,508 |
|
| 363,548 |
|
| 125,288 |
|
| 240,247 |
|
| — |
|
| 365,535 |
| |||||||
Cheryl D. Mills |
| 115,096 |
|
| 239,508 |
|
| 354,604 |
|
| 115,000 |
|
| 240,247 |
|
| — |
|
| 355,247 |
| |||||||
Gordon M. Nixon |
| 128,811 |
|
| 239,508 |
|
| 368,319 |
|
| 130,462 |
|
| 240,247 |
|
| — |
|
| 370,709 |
| |||||||
Kristin C. Peck(4) |
| 45,687 |
|
| — |
|
| — |
|
| 45,687 |
| ||||||||||||||||
Charles H. Robbins |
| 98,451 |
|
| 239,508 |
|
| 337,959 |
|
| 100,175 |
|
| 240,247 |
|
| — |
|
| 340,422 |
| |||||||
Ivan G. Seidenberg(3) |
| 64,219 |
|
| – |
|
| 64,219 |
| |||||||||||||||||||
Marco Antonio Slim Domit |
| 124,922 |
|
| 240,247 |
|
| — |
|
| 365,169 |
| ||||||||||||||||
Marco Antonio Slim Domit |
| 123,507 |
|
| 239,508 |
|
| 363,015 |
| |||||||||||||||||||
Hans E. Vestberg(4) |
| 82,267 |
|
| — |
|
| — |
|
| 82,267 |
| ||||||||||||||||
Susan L. Wagner |
| 139,019 |
|
| 239,508 |
|
| 378,527 |
|
| 140,541 |
|
| 240,247 |
|
| 340,000 | (5) |
| 720,788 |
| |||||||
Mark Wilson |
| 98,577 |
|
| 239,508 |
|
| 338,085 |
|
| 119,014 |
|
| 240,247 |
|
| — |
|
| 359,261 |
| |||||||
| (1) | Includes fees paid in cash and shares of common stock granted on March 31, June 30, September 30 and December 31, |
| (2) | Includes the annual grants to each non-employee director of |
| (3) | Mr. |
| (4) | Mr. Vestberg was elected to the Board |
| (5) | Amount shown under “All Other Compensation” reflects filing fees for previous years paid pursuant to the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) by external counsel and imputed as income to Ms. Wagner. |
| BLACKROCK, INC. |
Corporate Governance | Other Executive Officers
In addition to Messrs. Fink and Kapito, whose biographical information is included on pages 1718 and 20,21, 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.
Stephen Cohen age | Senior Managing Director, has been Head of EMEA since April 2021. Prior to this, Mr. Cohen served as Head of EMEA iShares and Wealth and oversaw Index Investments in EMEA from 2017 to 2021 and served as Global Head of Fixed Income Indexing from 2011 to 2017. Mr. Cohen joined BlackRock in 2011 from Nomura, where he was the Global Head of Equity Linked Strategy. | |
Robert L. Goldstein age | Senior Managing Director, has been Chief Operating Officer since 2014 and has been the Head of BlackRock 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. He 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 | Senior Managing Director, has been Head of the Portfolio Management Group, which encompasses BlackRock’s Fixed Income, Fundamental Equities, Systematic Investments, Multi-Asset Strategies and Solutions and the Global Lending, Liquidity and Private Investors businesses since 2020. Prior to that, he served as the Head of Multi-Asset Strategies and Global Fixed Income from 2018 to 2020. Mr. Kushel is the Global Executive Committee sponsor of the Company’s Black Professionals & Allies Network. Mr. Kushel was Chief Product Officer and Head of Strategic Product Management from 2014 to 2016 and Deputy Chief Operating Officer from 2012 to | |
Rachel Lord age | Senior Managing Director, has been | |
Mark S. McCombe age | Senior Managing Director, has been Chief Client Officer since 2019. | |
Christopher J. Meade age | 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 | 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 for iShares from 2015 to 2016 and Chief Operating Officer for iShares 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 | Senior Managing Director, has been Chief Financial Officer of BlackRock since 2013. Mr. Shedlin is also the Global Executive Committee sponsor for the Company’s Veterans & Allies Network. 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 the Co-Head of the Financial Institutions Group at Lazard Ltd. | |
Mark Wiedman age | Senior Managing Director, has been Head of International and of Corporate Strategy since 2019. From 2011 to 2019, Mr. Wiedman served as Global Head of iShares 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. | |
| BLACKROCK, INC. |
Common Stock
The following table includes certain information about the beneficial ownership of BlackRock’s voting securities as of March 31, 2021,2022, by:
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 Tabletable 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,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, 2021,2022, through the exercise of any option, warrant or right. All fractional shares have been rounded to the nearest whole number.
| BLACKROCK, INC. |
Ownership of BlackRock Common Stock
As of March 31, 2021,2022, there were [●]151,725,638 shares of BlackRock’s common stock outstanding.
Amount of beneficial ownership | Percent of common stock | Deferred/ Restricted Stock Units(2) | Total | Amount of beneficial ownership | Percent of common stock | Deferred/ Restricted Stock Units(2) | Total | |||||||||||||||||||||||
The Vanguard Group, Inc. | 12,137,641(3) | 7.96% | – | 12,137,641(3) | 12,236,134(3) | 8.05% | – | 12,236,134(3) | ||||||||||||||||||||||
100 Vanguard Blvd. Malvern, PA 19355 | ||||||||||||||||||||||||||||||
100 Vanguard Blvd. | ||||||||||||||||||||||||||||||
Malvern, PA 19355 | ||||||||||||||||||||||||||||||
Capital World Investors | 7,799,669(4) | 5.1% | – | 7,799,669(4) | ||||||||||||||||||||||||||
333 South Hope Street, 55th Floor Los Angeles, CA 90071 | ||||||||||||||||||||||||||||||
Bader M. Alsaad | [●] | * | [●] | [●] | 117 | * | 1,084 | 1,201 | ||||||||||||||||||||||
Mathis Cabiallavetta(4) | [●] | * | [●] | [●] | ||||||||||||||||||||||||||
Pamela Daley | [●] | * | [●] | [●] | 5,094 | * | 1,084 | 6,178 | ||||||||||||||||||||||
Jessica P. Einhorn | [●] | * | [●] | [●] | 3,752 | * | 1,084 | 4,836 | ||||||||||||||||||||||
Laurence D. Fink | [●] | * | [●] | [●] | 596,225 | * | 12,046 | 608,271 | ||||||||||||||||||||||
Beth Ford | 85 | * | 288 | 373 | ||||||||||||||||||||||||||
William E. Ford | [●] | * | [●] | [●] | 10,831 | * | 1,084 | 11,915 | ||||||||||||||||||||||
Fabrizio Freda | [●] | * | [●] | [●] | 5,544 | * | 1,084 | 6,628 | ||||||||||||||||||||||
Murry S. Gerber | [●] | * | [●] | [●] | 40,941 | * | 1,084 | 42,025 | ||||||||||||||||||||||
Robert L. Goldstein | [●] | * | [●] | [●] | 36,525 | * | 7,403 | 43,928 | ||||||||||||||||||||||
Margaret “Peggy” L. Johnson | [●] | * | [●] | [●] | 1,312 | * | 1,084 | 2,396 | ||||||||||||||||||||||
Robert S. Kapito | [●] | * | [●] | [●] | 252,941 | * | 11,327 | 264,268 | ||||||||||||||||||||||
J. Richard Kushel(5) | 148,210 | * | 7,634 | 155,844 | ||||||||||||||||||||||||||
Cheryl D. Mills | [●] | * | [●] | [●] | 3,771 | * | 1,084 | 4,855 | ||||||||||||||||||||||
Gordon M. Nixon | [●] | * | [●] | [●] | 2,291 | * | 1,084 | �� | 3,375 | |||||||||||||||||||||
Kristin C. Peck | 85 | * | 288 | 373 | ||||||||||||||||||||||||||
Charles H. Robbins | [●] | * | [●] | [●] | 1,175 | * | 1,084 | 2,259 | ||||||||||||||||||||||
Gary S. Shedlin | [●] | * | [●] | [●] | 11,985 | * | 5,705 | 17,690 | ||||||||||||||||||||||
Marco Antonio Slim Domit | [●] | * | [●] | [●] | 4,995 | * | 1,084 | 6,079 | ||||||||||||||||||||||
Hans E. Vestberg | [●] | * | [●] | [●] | 137 | * | 288 | 425 | ||||||||||||||||||||||
Susan L. Wagner | [●] | * | [●] | [●] | ||||||||||||||||||||||||||
Mark Wiedman | [●] | * | [●] | [●] | ||||||||||||||||||||||||||
Susan L. Wagner(6) | 428,155 | * | 1,084 | 429,239 | ||||||||||||||||||||||||||
Mark Wilson | [●] | * | [●] | [●] | 1,050 | * | 1,084 | 2,134 | ||||||||||||||||||||||
All directors, nominees and executive officers as a group (26 persons)(4) | [●] | [●]% | [●] | [●] | ||||||||||||||||||||||||||
All directors, nominees and executive officers as a group (27 persons)(5) | 1,602,429 | 1.06% | 84,659 | 1,687,088 | ||||||||||||||||||||||||||
| * | 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. |
| (3) | Based on the Schedule |
| (4) | Based on the Schedule 13G of Capital World Investors filed on February 11, 2022. Capital World Investors reported it held 7,777,221 shares with sole voting power, 0 shares with shared voting power, 7,799,669 shares with sole dispositive power and 0 shares with shared dispositive power. |
| (5) | Includes shares of BlackRock common stock held jointly, indirectly and/or in trust (other than shares the beneficial ownership of which has been disclaimed). |
| (6) | Includes shares of BlackRock common stock held through a trust over which Ms. Wagner has investment control. |
| BLACKROCK, INC. |
Related Transactions
On May 15, 2020, a subsidiary of PNC completed a secondary offering of 31,628,573 shares of the Company’s common stock, which included 823,188 shares of common stock issued upon the conversion of BlackRock’s Series B Convertible Participating Preferred Stock (“Series B Preferred Stock”) and 2,875,325 shares of common stock under the fully exercised underwriters’ option to purchase additional shares.
Also on May 15, 2020, BlackRock completed its repurchase from PNC of 2,650,857 shares of common stock pursuant to a stock repurchase agreement, between PNC and BlackRock. Additionally, William S. Demchak resigned from the BlackRock Board on May 15, 2020.
The secondary offering and the Company’s share repurchase resulted in PNC’s exit of its entire ownership position in the Company. As a result, PNC is no longer a related party.
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 2020 totaled $2.0 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 $8.7 million for 2020. BlackRock also recorded revenue of $2.8 million related to non-discretionary trading services.
BlackRock incurred expenses of $3.1 million to PNC affiliates in 2020 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 2020. 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 or co-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 and co-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.
PNC Stockholder Agreement
During 2020, BlackRock was a party to the PNC Stockholder Agreement, which governed PNC’s ownership interests in and relationship with BlackRock. The PNC Stockholder Agreement terminated upon consummation of the secondary offering because PNC’s ownership of BlackRock capital stock fell below five percent. A description of the key provisions of the PNC Stockholder Agreement, as well as the approval process for transactions (other than transactions in the ordinary course of business) with PNC, is set forth in Annex B.
|
|
Certain Relationships and Related Transactions | Transactions with BlackRock Directors, Executive Officers and Other Related Parties
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.
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 members of the Governance CommitteeNGSC or the Board. In the event it is not practicable for BlackRock to wait for approval until the next meeting of the Governance CommitteeNGSC or the Board, the Chairperson of the Governance CommitteeNGSC 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.
| 52 | BLACKROCK, INC. |
& Compensation Committee
Interlocks and Insider
Participation
The members of the Compensation CommitteeMDCC during 20202021 were Mses. Einhorn, Johnson and Mills and Messrs. Ford (Chairperson), Nixon Seidenberg (until May 21, 2020) and Slim. No member of the Compensation CommitteeMDCC was, during the fiscal year, an officer or employee, or formerly an officer or employee, of BlackRock or involved in any related person transactions requiring disclosure in this Proxy Statement.
No executive officer of BlackRock served as a:
Member of the Compensation CommitteeMDCC (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;MDCC;
Director of another entity, one of whose executive officers served on the Compensation Committee of BlackRock;MDCC; or
Member of the Compensation CommitteeMDCC (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.
| BLACKROCK, INC. | 53 |
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 CommitteeMDCC 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 79,82, as well as our “Compensation Discussion and Analysis” beginning on page 55.56.
Our pay-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.
| • | Our pay-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 |
| • | Our 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” the approval of the compensation of our NEOs. |
| 54 | BLACKROCK, INC. |
& Compensation Committee
Report
Management Development & Compensation Committee Report on Executive Compensation for Fiscal Year 20202021
The Compensation CommitteeMDCC has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-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 COMMITTEEMDCC
William E. Ford, Chair
Jessica P. Einhorn
Margaret “Peggy” L. Johnson
Cheryl D. Mills
Gordon M. Nixon
Marco Antonio Slim Domit
| BLACKROCK, INC. | 55 |
Compensation Discussion and Analysis
BlackRock’s executive compensation program is designed to align management incentives with the long-term interests of our stakeholders. Our total annual compensation structure embodies our commitment to align pay with performance. This Compensation Discussion and Analysis provides shareholders with information about BlackRock’s business and 20202021 financial performance, our disciplined compensation approach and 20202021 compensation decisions for our NEOs, listed below.
Laurence D. Fink
|
Robert S. Kapito
|
Robert L. Goldstein
Chief Operating Officer
|
|
Gary S. Shedlin
| ||||||||||||||||||
Chairman and Chief Executive Officer
| President | Head of the
| Chief Financial Officer | |||||||||||||||||||
Table of Contents
| 56 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 1. Introduction
Introduction
Shareholder Engagement on Executive Compensation
Our Board recognizes the importance of executive compensation decisions to our stakeholders. The annual say-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 20202021 Annual Meeting of Shareholders, the say-on-pay advisory vote received significant support, with approximately 94%93% 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.
In advance of this year’s Annual Meeting, we targetedreached out to stewardship officers at BlackRock’s 50 largest shareholders, representing 69%nearly 70% of our total outstanding shares, to discuss corporate governance, executive compensation and sustainability topics outside of the proxy season. Shareholders who provided feedback generally reported that executive compensation at BlackRock was reasonable and well-aligned to performance. No consistent or prevalent concerns regarding executive compensation 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:
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 grow our business by adding new AUM and increasing technology services revenue, resulting in Organic Revenue growth.(1)
BlackRock’s scale is one of the firm’s key strategic advantages and is an important driver of operating leverage that benefits our stakeholders, including clients, shareholders, employees and the communitiesin which we operate. We take advantage of scale in numerous areas of our business including our index-based and cash investment strategies, brand spend, technology platform, including our Aladdin business, and our external vendor relationships.
In 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, has enabledenables us to generate stable cash flow through market cycles and positions BlackRock to consistently invest for future growth and return capital to our shareholders. For more details, refer to “Business Outlook” on page 3436 of our 20202021 Form 10-K.
| (1) | Organic Revenue growth is a measure of the |
| BLACKROCK, INC. | 57 |
Compensation Discussion and Analysis | 20202021 Financial Performance
20202021 Financial Performance(1)
BlackRock’s 20202021 results reflectdemonstrated the broad-based strength of our differentiated ability to deliver global insights, strategic advice and comprehensive solutions to our clients in a challenging market environment.business. We generated $391a record $540 billion of total net inflows for the full year, representing 5%6% organic asset growth and 7%11% organic base fee growth. We deliveredStrong growth across our entire business drove record financial results. BlackRock grew revenue by 20%, operating income, as adjusted, by 19% and earnings growth,EPS, as adjusted, by 16% year-over-year, and expanded our margin and returned $3.8approximately $3.7 billion to shareholders. Despite a volatile market environment and uncertain economic backdrop, BlackRock continued to invest in our business to serve all our stakeholders, drive long-term growth and lead the evolution of the asset management industry. Long-term investment performance results across our alpha-seeking and index strategies as of December 31, 20202021 remain strong and are detailed in Part I, Item 1 – Business of our 20202021 Form 10-K. BlackRock will continue to invest in our business for the long-term, and seek to deliver value for our stakeholders, including strong outcomes for clients and durable returns for shareholders.
Differentiated Organic Growth
BlackRock generated 5%6% organic asset growth and 7%11% organic base fee growth in 20202021
| • | Total net inflows of |
| • | Technology services revenue grew 12% year-over-year, reflecting continued strong client demand for Aladdin’s end-to-end, cloud-based solution; and |
Operating Leverage
BlackRock improved its Operating Margin, as adjusted, by 120 bps to 44.9% in 2020
Consistent Capital Return
BlackRock returned $3.8$3.7 billion to shareholders in 20202021
Operating Leverage
BlackRock expanded its Operating Margin, as adjusted, by 30 bps to 45.2% in 2021
Earnings Per Share Growth
BlackRock grew diluted earnings per share, as adjusted, by 19%16% to $33.82$39.18 in 20202021
| (1) | Amounts in this section, where noted, are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
| (2) | Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price. |
| 58 | BLACKROCK, INC. |
Compensation Discussion and Analysis | Our Compensation Framework
Our total 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
Under the NEO total incentive award determination framework, the Compensation CommitteeMDCC assesses each NEO’s performance individually, based on three categories outlined below. Each category is assigned a weighting factor, with 50% of the award opportunity dependent on BlackRock’s achievement of financial performance goals, 30%25% dependent on BlackRock’s progress towards meeting our strategic objectives as measured by our business strength, and 20%25% dependent on BlackRock’s progress towards meeting its ESG and organizational priorities. Our commitment to sustainability is incorporated within our Business Strength and Organizational Strength objectives. In the “2020 NEO Compensation and Performance Summaries” section, performance objectives and outcomes related to ESG are noted for each NEO with an
..
At the beginning of the year, the Compensation CommitteeMDCC and management engage in a rigorous review and approval of objectives for the CEO, President and other NEOs. The objectives reinforce BlackRock’s shareholder value framework and commitment to serving client needs holistically and through market cycles. Throughout the year, the Compensation CommitteeMDCC receives updates on the Company’s performance against these goals and objectives. At the end of the year, the Compensation CommitteeMDCC assesses each NEO’s performance against these objectives, while considering internal performance measures and peer group comparisons.
The Compensation Committee’sMDCC’s performance assessment directly impacts each NEO’s total incentive award, which includes all variable pay including an annual cash award, deferred equity award and long-term equity award. Based on the Compensation Committee’sMDCC’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 CommitteeMDCC 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 also contingent on future financial performance rather than solely time-based vesting.
Each NEO, through their various roles and responsibilities, contributes to the firm-widefirmwide objectives summarized below. For the NEO performance assessments, please refer to the section “20202021 NEO Compensation and Performance Summaries” on page 68.69.
| (1) | For reconciliation with GAAP, please see Annex A. |
| (2) | Total annual incentive includes the NEO’s annual cash award, deferred equity award and long-term equity award. |
| (3) |
|
| BLACKROCK, INC. | 59 |
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 CommitteeMDCC determined 20202021 total annual compensation outcomes for each NEO, as outlined in the table below.
2020 Total Incentive Award
|
2021 Total Incentive Award
| |||||||||||||||||||||||||||||||
Name
| Base Salary
| Cash
| Deferred Equity
|
Long-Term Incentive Award (BPIP)
|
Total Annual Compensation (TAC)
| % change in TAC vs. 2019
| Performance Assessment
| Base Salary
| Cash
| Deferred Equity
|
Long-Term Incentive Award (BPIP)
|
Total Annual Compensation (TAC)
| % change in TAC vs. 2020
| Performance Assessment
| ||||||||||||||||||
Laurence D. Fink | $1,500,000 | $9,500,000 | $3,950,000 | $14,900,000 | $29,850,000 | 18% | Far Exceeds | $1,500,000 | $11,250,000 | $4,850,000 | $18,400,000 | $36,000,000 | 21% | Far Exceeds | ||||||||||||||||||
Robert S. Kapito | $1,250,000 | $8,250,000 | $3,937,500 | $11,187,500 | $24,625,000 | 23% | Far Exceeds | $1,250,000 | $9,700,000 | $4,650,000 | $13,150,000 | $28,750,000 | 17% | Far Exceeds | ||||||||||||||||||
Robert L. Goldstein | $500,000 | $3,175,000 | $2,325,000 | $5,750,000 | $11,750,000 | 19% | Far Exceeds | $500,000 | $3,875,000 | $3,375,000 | $5,750,000 | $13,500,000 | 15% | Far Exceeds | ||||||||||||||||||
Mark Wiedman | $500,000 | $2,675,000 | $1,725,000 | $5,600,000 | $10,500,000 | 24% | Far Exceeds | |||||||||||||||||||||||||
J. Richard Kushel | $500,000 | $4,015,000 | $3,585,000 | $3,650,000 | $11,750,000 | 18% | Far Exceeds | |||||||||||||||||||||||||
Gary S. Shedlin | $500,000 | $2,800,000 | $1,850,000 | $3,350,000 | $8,500,000 | 18% | Far Exceeds | $500,000 | $3,335,000 | $2,565,000 | $3,350,000 | $9,750,000 | 15% | Far Exceeds | ||||||||||||||||||
The amounts listed above as “20202021 Total Incentive Award: Deferred Equity” and “20202021 Total Incentive Award: Long-Term Incentive Award (BPIP)” were granted in January 20212022 in the form of equity and are in addition to cash award amounts listed above as “20202021 Total Incentive Award: Cash.” In conformanceaccordance with SEC requirements, the “20202021 Summary Compensation Table” on page 8285 reports equity in the year granted, but cash in the year earned.
Pay-for-Performance Compensation Structure for NEOs
Our total annual compensation structure embodies our commitment to align pay with performance. More than 90%95% of our regular annual executive compensation is performance based and “at risk.” Compensation mix percentages shown below are based on 20202021 year-end compensation decisions for individual NEOs by the Compensation Committee.MDCC.
| (1) | All grants of BlackRock equity, including the portion of the annual incentive awards granted in RSUs and the portion granted under the BPIP Awards, are approved for each NEO by the |
| (2) | The value of the |
| (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 |
| 60 | BLACKROCK, INC. |
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 20112012 to 2020. We strive to keep pay decisions aligned with performance.2021.
Average year-over-year growth since 2011 | ||||||||||||
CEO Total Pay | NEO Total Pay | AUM | Revenue | Operating Income, as adjusted(1) | ||||||||
5% | 5% | 11% | 8% | 8% | ||||||||
| (1) | For a reconciliation with GAAP, please see Annex A. |
Pay-for-Performance – Other NEOs
We strive to keep pay decisions aligned with performance.performance and our talent strategy. Our rigorous assessment and pay determination process has resulted in disciplined pay levels that have been outpaced by BlackRock’s financial and market value growth over time, as demonstrated by the 5% average year-over-year growth in CEO pay shown in the chart above. The average year-over-year total compensationAverage annual pay growth for the CEO and the President was +3%, since 2011. The average year-over-year total compensation growth for the otherBlackRock’s NEOs (excluding the CEO and the President)CEO) was +4%also 5% since 2011. The year-to-year decisions have been made to align compensation with annual performance and our talent strategy.
| BLACKROCK, INC. | 61 |
Compensation Discussion and Analysis | 2. Our Compensation Program
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,Company, 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.
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. | ||
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 are based on assessment of performance against three categories: financial performance, business strength, and ESG and organizational
For Messrs. Fink and Kapito, the | ||
| (1) | For |
| 62 | BLACKROCK, INC. |
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
Dividend equivalents accumulate during the performance 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
|
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. |
The
The performance-based RSUs are settled in a number of shares of common stock that is determined based on attainment of pre-established Organic Revenue growth and 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, as adjusted, below a threshold level of performance over a three-year performance period. More details on the | ||
| (1) | For |
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 20202021 was provided in the form of a BPIP Award granted in January 2021.2022. In addition to recognizing an NEO’s performance in the prior year, the BPIP Awards are intended to promote a focus on driving increased performance over a multi-year period. BlackRock is focused on balancing investment to optimize Organic Revenue growth in the most efficient way possible.
Each year, the Compensation CommitteeMDCC approves 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 Awards are granted in the form of RSUs that vest after three years. The number of shares vesting under BPIP is based on attainment of specified levels of Organic Revenue growth and Operating Margin, as adjusted, over the three-year performance period. Awards are settled in the form of common stock.
The 20202021 BPIP Award Determination Matrix (performance period beginning January 1, 2021,2022 and ending on December 31, 2023)2024) is outlined below. Additionally, we have included the actual performance and payout for the 20172018 BPIP Award, which vested on January 31, 20212022 (performance period began January 1, 2018,2019, and ended on December 31, 2020)2021).
| BLACKROCK, INC. | 63 |
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
• Operating Margin, as adjusted(1), is a measure of BlackRock’s ability to efficiently manage our expense base in the context of the revenue we generate.
|
20202021 BPIP Award Determination Matrix
Performance Period (2021-2023)(2022-2024)
For the 20202021 BPIP Awards granted in January 2021,2022, the number of shares of common stock that a recipientparticipant ultimately receives upon settlement will be equal to the base number of RSUs granted, multiplied by a percentage determined in accordance with the 20202021 BPIP Award Determination Matrix below. The percentage will be determined by BlackRock’s average annual Organic Revenue growth and Operating Margin, as adjusted, during the three-year performance period; performance between two adjacent points on the matrix will be interpolated.
A summary version of the matrix for the 20202021 BPIP Awards granted in January 20212022 is shown below.
3-yr Average Annual Organic Revenue growth ($ million) | ||||||||||||||||||||||||
3-yr Average Annual Operating Margin, as Adjusted
| <=0
| 475
| 675
| 875
| >=1,075
|
| ||||||||||||||||||
>=50.5% |
| 100% |
|
| 123% |
|
| 133% |
|
| 149% |
|
| 165% |
|
|
|
| ||||||
48.5% |
| 83% |
|
| 112% |
|
| 122% |
|
| 138% |
|
| 154% |
|
|
|
| ||||||
46.5% |
| 67% |
|
| 101% |
|
| 111% |
|
| 127% |
|
| 143% |
|
|
|
| ||||||
44.5% |
| 50% |
|
| 85% |
|
| 100% |
|
| 116% |
|
| 133% |
|
| Target Level |
| ||||||
42.5% |
| 33% |
|
| 69% |
|
| 83% |
|
| 105% |
|
| 122% |
|
|
|
| ||||||
40.5% |
| 17% |
|
| 52% |
|
| 67% |
|
| 92% |
|
| 111% |
|
|
|
| ||||||
<=38.5% |
| 0% |
|
| 35% |
|
| 50% |
|
| 75% |
|
| 100% |
|
|
|
| ||||||
3-yr Average Annual Organic Revenue growth ($ million) | ||||||||||||||||||||||||
3-yr Average Annual Operating Margin, as Adjusted(1)
| <=0
| 625
| 875
| 1,125
| >=1,375
|
| ||||||||||||||||||
>=52.0% |
| 100% |
|
| 123% |
|
| 133% |
|
| 149% |
|
| 165% |
|
|
|
| ||||||
50.0% |
| 83% |
|
| 112% |
|
| 122% |
|
| 138% |
|
| 154% |
|
|
|
| ||||||
48.0% |
| 67% |
|
| 102% |
|
| 111% |
|
| 127% |
|
| 143% |
|
|
|
| ||||||
46.0% |
| 50% |
|
| 86% |
|
| 100% |
|
| 116% |
|
| 133% |
|
| Target Level |
| ||||||
44.0% |
| 33% |
|
| 69% |
|
| 83% |
|
| 105% |
|
| 122% |
|
|
|
| ||||||
42.0% |
| 17% |
|
| 52% |
|
| 67% |
|
| 92% |
|
| 111% |
|
|
|
| ||||||
<=40.0% |
| 0% |
|
| 36% |
|
| 50% |
|
| 75% |
|
| 100% |
|
|
|
| ||||||
If Target Level performance is achieved (i.e., during the three-year performance period following grant, average annual Organic Revenue growth equals $675$875 million and average annual Operating Margin, as adjusted, equals 44.5%46.0%), 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 following grant, BlackRock has zero or negative average annual Organic Revenue growth and an average annual Operating Margin, as adjusted, of 38.5%40.0% or less, then the participant will not be entitled to any shares under his or her 20202021 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 following grant, BlackRock delivered average annual Organic Revenue growth equal to or greater than $1,075$1,375 million and an average annual Operating Margin, as adjusted, equal to or greater than 50.5%52.0%). The maximum number of shares a participant may receive under BPIP equals 165% of the base number of units.
| (1) | Beginning in the first quarter of 2022, BlackRock updated the definition of Operating Margin, as adjusted, as described in BlackRock’s current report on Form 8-K furnished on April 13, 2022. The Award Determination Matrix for BPIP awards granted in January 2022 shall apply the updated definition of Operating Margin, as adjusted. BPIP awards granted prior to January 2022 will apply the definition of Operating Margin, as adjusted, reported prior to the first quarter of 2022 for the duration of their respective performance periods. |
| 64 | BLACKROCK, INC. |
Compensation Discussion and Analysis | BlackRock Performance Incentive Plan (BPIP)
20172018 BPIP Award: Actual Performance and Payout
Performance Period (2018-2020)(2019-2021)
For the 20172018 BPIP Awards granted in January 20182019 as part of 20172018 NEO incentive compensation, the number of shares of common stock that a recipientparticipant received upon settlement was equal to the base number of RSUs granted, multiplied by 102.4%141.0%, which was determined in accordance with the 20172018 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, 20182019 to December 31, 20202021 performance period.
BlackRock achieved above Target Level results in the 2018-20202019-2021 performance cycle, with three-year average annual Organic Revenue growth of $547$932 million and Operating Margin, as adjusted, of 44.3%44.6%. This resulted in the recipients’ award units settling at 102.4%Accordingly, participants received a number of shares equal to 141.0% of the base number of units granted.
Actual Payout – Example
BPIP Award Value | $1 million | |||
For Performance Year | ||||
Conversion Price | $ | |||
The average of the high and low prices per share of common stock of BlackRock on January | ||||
Base number of units granted | ||||
Determined by dividing the dollar value of the recipient’s award by the conversion price | ($1,000,000 / | |||
Actual Performance Results(1) | $ | |||
| (above Target Level of | |||
| ||||
| ( | ||||
Resulting Award Payout (%) | ||||
Based on Award Determination Matrix | ||||
Resulting Award Payout (Number of units) | ||||
Base number of units granted x Award Payout (%) | ( | |||
| (1) | For further details on the |
| BLACKROCK, INC. | 65 |
Compensation Discussion and Analysis | 3. Compensation Determination Process
Compensation
Determination Process
Compensation Timeline and Process
The Compensation CommitteeMDCC 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.
Competitive Pay Positioning – Market Data
BlackRock engages McLagan Partners (“McLagan”), a compensation consultant that specializes in conducting proprietary compensation surveys and interpreting compensation trends. The Company has used McLagan surveys to evaluate its competitive position overall, including 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.
| 66 | BLACKROCK, INC. |
Compensation Discussion and Analysis | Competitive Pay Positioning – Market Data
The Compensation CommitteeMDCC 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 2020,2021, the Compensation CommitteeMDCC continued to engage Semler Brossy for objective advice on compensation practices and the competitive landscape for the compensation of BlackRock’s executive officers.NEOs.
Semler Brossy reports directly to the Compensation CommitteeMDCC and interacts with BlackRock management when necessary and appropriate. Semler Brossy provides services only to the Compensation CommitteeMDCC 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 CommitteeMDCC concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Compensation Committee.MDCC.
A representative from Semler Brossy metmeets with the Compensation CommitteeMDCC in formal Committee meetings and at key points throughout the year to provide objective advice to the Compensation CommitteeMDCC 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 CommitteeMDCC in executive sessions throughout the year to discuss compensation practices and industry pay trends.
The Compensation Committee,MDCC, 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 fall of 2020, the Compensation Committee determined that the peer group should be updated to more closely reflect the current scale and breadthcomposition of our business.
In reaching its decision to revise the peer group, the Compensation Committee reviewed the results of a screening process for identifyingMDCC 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 capitalization perspective. The Compensation Committee approved the updatesOur peer group reflects our current scale, business and strategic priorities. There were no changes to the peer group shown below, which reflect the addition of relevant companies identified through the screening process and the removal of certain companies that were determined to no longer be appropriate peers relative to BlackRock’s scale, global reach and product breadth.in 2021.
Industry Fit: Given BlackRock’s diversified lines of business, the Compensation Committee broadened its industry review (beyond traditional asset management) to consider diversified financial and technology companies
|
|
Size and Global Reach: Given BlackRock’s growth, the Compensation Committee considered companies reflecting comparative size metrics to BlackRock, including revenue (0.5x to 3x revenue) and market capitalization (above $10 billion)
|
American Express ADP Ameriprise Financial Bank of New York Mellon Charles Schwab FIS
| |||||||||
Compensation Discussion and Analysis | Role of the Compensation Consultant
Fiserv
Franklin Resources
Goldman Sachs
Mastercard
Morgan Stanley
Northern Trust
PayPal
Raymond James
State Street
T. Rowe Price Group
Visa
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.
| BLACKROCK, INC. 2022 PROXY STATEMENT | 67 |
Compensation Discussion and Analysis | Risk Assessment of Compensation Plans
Risk Assessment of Compensation Plans
Our employee compensation programs 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 Compensation CommitteeMDCC periodically reviews BlackRock’s employee compensation programs to ensure that they are structured so as not to unintentionally promote excessive risk-taking. As a result of these periodic reviews, we believe that our employee compensation programs are appropriately structured and do not pose risks that are reasonably likely to have a materially adverse effect on BlackRock.
The Compensation CommitteeMDCC considers the following when evaluating whether employee compensation programs 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;
Deferred compensation is delivered in the form of equity, vests over time, and the value is therefore dependent on the future performance of 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 or co-investments. While BlackRock may make seed or co-investments in its various funds alongside clients, it does not engage in proprietary trading.
| 68 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
20202021 NEO Compensation
and Performance Summaries
Here we provide the 20202021 NEO performance assessments and total incentive award decisions
As outlined in “Our Compensation Framework” on page 58,59, the Compensation CommitteeMDCC assesses each NEO’s performance against financial performance objectives (50%), business strength objectives (30%(25%) and ESG and organizational strength objectives (20%(25%).
Our commitment to sustainability is incorporated within our Business Strengthbusiness strength and Organizational StrengthESG and organizational strength objectives. In this section, performance objectives and outcomes related to ESG are noted for each NEO with an ..
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.
| BLACKROCK, INC. | 69 |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Laurence D.
Chairman and CEO |
|
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 |
| $ | ||||||||||
Annual Incentive Award - Equity | $4,850 | |||||||||||
Long-Term Incentive Award | $18,400 |
| ||||||||||
|
| $ | ||||||||||
|
|
| ||||||||||
Total Annual Compensation |
| $ |
| |||||||||
| ||||||||||||
Overall Assessment: Far Exceeds Expectations
Mr. Fink
Overall, the
|
Compensation Scorecard | Compensation Scorecard | Compensation Scorecard | ||||||||||||||||||||||||||
Performance Category | Performance Highlights | Assessment | Performance Highlights | Assessment | ||||||||||||||||||||||||
Financial Performance
|
• Drove strong performance globally across investment solutions (all asset classes, investment styles and regions) and technology services, resulting in full-year revenue growth of 11% and operating income growth of 13%, compared to 2019.
• Generated annual net inflows of $391 billion, representing 5% organic asset growth and 7% organic base fee growth that exceeded the growth rates of our competitors.
• Led the firm’s ability to invest through volatile markets, while expanding full-year operating margin and returning $3.8 billion of capital to shareholders.
• Continued to generate differentiated organic growth and financial results, leading to significant stock price outperformance and P/E multiple premium versus Traditional Peers.
|
Far Exceeds Expectations |
• Drove strong performance outcomes across all of BlackRock’s investment solutions (i.e., asset classes, investment styles and regions) and technology services, resulting in full-year revenue growth of 20% and operating income growth of 19% as compared to 2020.
• Generated the strongest organic base fee growth in BlackRock history with annual net inflows of $540 billion and organic base fee growth of 11%, which contributed to BlackRock’s reaching td0 trillion AUM by year-end.
• Drove investment in growth initiatives and talent, while also expanding operating margin and returning $3.7 billion in capital to shareholders.
• Led BlackRock to deliver another year of strong shareholder returns, which was recognized by the market with a forward P/E multiple more than double our traditional public asset management peers.
|
Far Exceeds Expectations | ||||||||||||||||||||||||
Measures |
BlackRock Performance
| Measures |
BlackRock Performance
| |||||||||||||||||||||||||
2019
|
2020
|
2020
|
2021
| |||||||||||||||||||||||||
Net New Base Fee Growth | 5% | 7% | Net New Base Fee Growth | 7% | 11% | |||||||||||||||||||||||
Operating Income, as adjusted(1) ($ million) | $5,551 | $6,284 | Operating Income, as adjusted(1) ($ million) | $6,284 | $7,478 | |||||||||||||||||||||||
Operating Margin, as adjusted(1) | 43.7% | 44.9% | Operating Margin, as adjusted(1) | 44.9% | 45.2% | |||||||||||||||||||||||
Diluted Earnings Per Share, as adjusted(1) | td8.48 | $33.82 | Diluted Earnings Per Share, as adjusted(1) | $33.82 | $39.18 | |||||||||||||||||||||||
| Share Price Data |
BlackRock | Traditional Peers(2) Average | 2021 Share Price Data |
BLK | Traditional Peers(2) | S&P 500 | ||||||||||||||||||||||
NTM P/E Multiple(3) | 20.6x | 10.1x | NTM P/E Multiple(3) | 21.9x | 10.4x | 21.7x | ||||||||||||||||||||||
% Change in Share Price vs. Prior Year | +44% | +10% | ||||||||||||||||||||||||||
Total Shareholder Return(4) (1-year) | +29.4% | +45.5% | +28.7% | |||||||||||||||||||||||||
Total Shareholder Return(4) (3-year) | +35.9% | +22.0% | +26.1% | |||||||||||||||||||||||||
Total Shareholder Return(4) (5-year) | +22.1% | +11.1% | +18.5% | |||||||||||||||||||||||||
| (1) | Amounts are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
| (2) | Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price. |
| (3) | NTM P/E multiple refers to the Company’s share price as of December 31, |
| (4) | Total Shareholder Return is defined as the change in share price plus reinvested dividends, measured through December 31, 2021, then annualized. |
| 70 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Performance Category |
| Performance Highlights | Assessment | |||||
Business Strength
|
Deliver
• In partnership with
our increasingly diversified active strategies, which reached $2.6 trillion AUM by
• Led
• | Far Exceeds Expectations | ||||||
• • In partnership with Mr. Kapito, expanded BlackRock’s alternative strategies platform that raised
• Continued to
| ||||||||
Lead in a changing world
• Led the
•
•
| ||||||||
Organizational Strength
| Deliver sustainable solutions for clients • Led BlackRock to sustainable AUM that exceeded $500 billion at the end of 2021, more than doubling from a year earlier and ahead of pace to meet the firm’s $1 trillion sustainable AUM commitment by 2030. • Accelerated progress on flagship investment opportunities at the intersection of sustainability and infrastructure, including partnering to establish Decarbonization Partners, a flagship fund investing in innovative decarbonization solutions, and the final close of our Climate Finance Partnership that invests in renewables in emerging markets with | Far Exceeds Expectations | |||||||
Corporate sustainability
• Set BlackRock’s corporate net zero commitments and led the firm to successfully execute them, while elevating the global dialogue on the net zero transition through his annual letter to CEOs. • Led BlackRock’s membership into the Net Zero Asset Managers initiative and served as a principal of the Glasgow Financial Alliance for Net Zero. | |||||||||
Compensation Discussion and Analysis | 4. 2020 NEO Compensation and Performance Summaries
|
|
| |||||||||
|
Talent and
• Continued to progress CEO and President succession discussions with the |
| |||||||||
•
| |||||||||||
| |||||||||||
| BLACKROCK, INC. | 71 |
Compensation Discussion and Analysis | 4. 2021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights | Assessment | ||||||
Diversity, Equity and Inclusion • Established BlackRock’s Global DEI Steering Committee to oversee and accelerate progress against the firm’s multi-year DEI strategy. • Increased the representation of global female Managing Directors and Directors from 29.7% to 31.2% between 2020 and 2021. • Increased the representation of U.S. Black employees by 1.3 percentage points (to 6.9%) and U.S. Latinx employees • Hired diverse leaders into strategic areas for the firm, such as Dalia Blass as Head of External Affairs and member of the GEC. | ||||||||
Purpose and culture • Prioritized the health and safety of employees and their families by providing free COVID-19 vaccine access and testing and ongoing expansion of mental health support, enhanced childcare and family support, and telemedicine. • Fostered cultural connectivity globally despite the challenging environment, as evidenced by regular global and | ||||||||
| 72 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Compensation Discussion and Analysis | 4. 2021 NEO Compensation and Performance Summaries
Robert S.
President |
|
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 |
| $ |
| |||||||||
Annual Incentive Award - Equity |
| $ | ||||||||||
Long-Term Incentive Award | $13,150 |
| ||||||||||
|
| $ |
| |||||||||
Total Annual Compensation |
| $ |
| |||||||||
| ||||||||||||
Overall Assessment: Far Exceeds Expectations
In
Overall, the
|
Compensation Scorecard | Compensation Scorecard | Compensation Scorecard | ||||||||||||||||||||||
Performance Category | Performance Highlights | Assessment | Performance Highlights | Assessment | ||||||||||||||||||||
Financial Performance
|
• Responsible for BlackRock’s distribution channels and client-facing businesses, including maintaining relationships with key intermediary partners, and contributed to 5% organic asset growth and 7% organic base fee growth.
• Guided leadership in the management of record AUM of $8.68 trillion, including over td trillion in active, nearly $6 trillion in iShares ETFs & Index and nearly $700 billion in cash management strategies.
• Delivered on day-to-day oversight of the firm’s business operations, partnering with Mr. Goldstein and Mr. Shedlin to manage an operating margin, as adjusted, of 44.9%, up 120 basis points from 2019.
|
Far Exceeds Expectations |
• Under Mr. Kapito’s leadership of BlackRock’s distribution channels and client-facing businesses, BlackRock achieved 11% organic base fee growth and 6% organic asset growth in 2021, with active strategies in particular generating a record td67 billion of net inflows. • Deepened relationships with clients and key intermediary partners, evidenced by an expansion of BlackRock’s organic growth premium versus the asset management industry. • Partnered with Mr. Goldstein and Mr. Shedlin in the day-to-day management of BlackRock’s operations resulting in the expansion of operating margin, as adjusted, to 45.2%.
|
Far Exceeds Expectations | ||||||||||||||||||||
Measures
|
BlackRock Performance
|
BlackRock Performance
| ||||||||||||||||||||||
2019
|
2020
| Measures |
2020
|
2021
| ||||||||||||||||||||
Net New Base Fee Growth | 5% | 7% | Net New Base Fee Growth | 7% | 11% | |||||||||||||||||||
Operating Income, as adjusted(1) ($ million) | $5,551 | $6,284 | Operating Income, as adjusted(1) ($ million) | $6,284 | $7,478 | |||||||||||||||||||
Operating Margin, as adjusted(1) | 43.7% | 44.9% | Operating Margin, as adjusted(1) | 44.9% | 45.2% | |||||||||||||||||||
| (1) | Amounts are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A. |
|
|
Compensation Discussion and Analysis | 4. 2020 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights |
| Assessment | |||||||||||
Business Strength
|
Deliver for clients
• Led exceptional long-term investment performance across active products, delivering over $30 billion of alpha for clients in 2020, which drove $88 billion of total active net inflows for the year and a record $30 billion in active equity net inflows.
|
Far Exceeds Expectations | ||||||||||||
Actively managed AUM above benchmark or peer median | 1-Yr | 3-Yr | 5-Yr |
| ||||||||||
Taxable Fixed Income | 86% | 87% | 88% | |||||||||||
Tax-Exempt Fixed Income | 36% | 56% | 78% | |||||||||||
Fundamental Equity | 78% | 85% | 85% | |||||||||||
Systematic Equity | 61% | 46% | 88% | |||||||||||
• Oversaw the seamless execution of our trading platform through unprecedented volatility and volume, with over 20% growth in trading volumes for 2020.
• In response to the pandemic, at the peak levels of uncertainty, engaged in over 100 outreach calls to ensure client needs were being met.
• Led the effort in BlackRock’s discretionary active portfolios to completely exit investments in public companies with more than 25% of revenues from thermal coal production and exit any company with ties to controversial | ||||||||||||||
Evolve how we serve clients
• Oversaw the growth of the illiquid alternatives platform to $86 billion AUM. Raised a record $25 billion of client capital in 2020, led by infrastructure, private equity solutions, private credit and the final close of our direct private equity Long Term Private Capital strategy.
• Integrated the private and public Capital Markets functions to unlock synergies and increase collaboration and deal flow across the Portfolio Management Group and the Alternatives Group. | ||||||||||||||
Lead in a changing world
• During the pandemic, partnered with Mr. Goldstein in overseeing key day-to-day management challenges, including managerial priorities and resource allocation.
• Oversaw the Financial Markets Advisory team’s engagement and execution of three programs implemented by the Federal Reserve Bank of New York to help stabilize financial markets and support the economy through the pandemic.
• Focused on how to advance racial equity through public policy and legislative outcomes where we operate.
• Established The BlackRock Foundation to augment our efforts to promote a more inclusive and sustainable | ||||||||||||||
| Organizational Strength
| Attract and inspire talent
• Established the Portfolio Management Group, aligning our seven portfolio management businesses, to empower a broad set of leaders, while ensuring the businesses remain nimble and innovative.
• Continued to oversee talent programs and committees to engage critical talent across the firm and provide development opportunities. | Far Exceeds Expectations | ||||||||||||
Inclusion and diversity
• In partnership with Mr. Fink, re-committed the firm’s focus on improved recruiting and talent management of diverse talent across the firm, resulting in an increase in racial/ethnic representation in the U.S. | ||||||||||||||
Purpose and culture
• Led progress in building a purpose driven culture through personal engagement with leaders and employees, evidenced by 2020 Employee Opinion Survey engagement and enablement scores, which were up four percentage points, and 86% of employees indicating they were willing to go above and beyond in their role.
• Prioritized the health and safety of employees during the pandemic, hosting over 30 town halls to increase levels of connectivity across the firm and support leadership teams.
| ||||||||||||||
| BLACKROCK, INC. | 73 |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights |
| Assessment | |||||||||||
Business Strength
|
Deliver on client commitments
• Led another strong year of investment performance across active products, with alpha generation and active strategies growth enabled by continued investments in data science and other portfolio construction innovations.
• Led BlackRock to record $1.1 billion annual performance fees on the strength of the year’s alpha generation. In particular, the majority of BlackRock’s active fixed income and active equity AUM beat their benchmarks or peer medians as measured over trailing 1-, 3- and 5-year periods from year-end:
|
Far Exceeds Expectations | ||||||||||||
Actively managed AUM above benchmark or peer median | 1-Yr | 3-Yr | 5-Yr |
| ||||||||||
Taxable Fixed Income | 61% | 87% | 88% | |||||||||||
Tax-Exempt Fixed Income | 76% | 79% | 81% | |||||||||||
Fundamental Equity | 52% | 72% | 78% | |||||||||||
Systematic Equity | 66% | 72% | 93% | |||||||||||
• Over 97% of Index Equity and 85% of Index Fixed Income assets within index tracking tolerance across 1, 3 and 5-year horizons. | ||||||||||||||
Grow with our clients’ needs and evolve how we serve clients
• Partnered with Mr. Kushel to lead growth in multi-asset strategies, including expanding BlackRock’s outsourced chief investment officer (“OCIO”) business to more than $200 billion in AUM by the end of 2021.
• In partnership with Mr. Fink, expanded BlackRock’s alternative strategies platform that raised a record $42 billion of client capital for infrastructure, private credit, real estate and private equity strategies that provided clients opportunities for portfolio diversification and higher returns.
• Guided the growth and management of record AUM of more than $10 trillion at year-end, including $2.6 trillion in active, $6.6 trillion in iShares ETFs & Index and $0.8 trillion in cash management strategies. | ||||||||||||||
Lead in a changing world
• In partnership with Messrs. Fink and Kushel, increased the availability and innovation of sustainable products, more than doubling the firm’s offering of sustainable mutual funds and ETFs to 250 from fewer than 100 in 2019, including two transparent active carbon transition readiness ETFs in the U.S.
• Continued to partner with Mr. Goldstein in overseeing key day-to-day management challenges, including risks and resource allocation, brought on by the remote work environment that began in 2020 and extended through 2021. | ||||||||||||||
| ESG and Organizational
| Deliver sustainable solutions for clients
• Oversaw the BlackRock Alternative Investors team’s launch of ESG-focused funds (e.g., the Global Renewable Power Fund) and key partnerships (e.g., Climate Finance Partnership and Decarbonization Partners).
• Continued to expand BlackRock’s sustainable investments strategies, which saw a record $104 billion of net inflows in 2021. Sustainable AUM as of year-end exceeded $500 billion, up from $200 billion in 2020.
| Far Exceeds Expectations | ||||||||||||
Corporate sustainability
• Ensured focus on growing diverse partnerships across the firm, including BlackRock’s Diverse Manager and Diverse Broker Programs. | ||||||||||||||
| 74 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Compensation Discussion and Analysis | 4. 2021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights | Assessment | ||||||||||||
Talent and succession • Partnered with Mr. Fink to progress CEO and President succession discussions with the Board, supported by 360° assessments of our GEC members. • Continued to position BlackRock strongly for the future including growing employee headcount 11% year-over-year and prioritizing development opportunities for high-potential senior leaders across the firm. | ||||||||||||||
Diversity, Equity and Inclusion • In partnership with Mr. Fink, oversaw the achievement of several employee representation goals with growth in global female and U.S. Black and Latinx representation. Mr. Kapito regularly met with the Global Heads of Talent and DEI to discuss progress in BlackRock’s multi-year strategic of integrating DEI into every aspect of our business, including talent, culture, operations and engagement with clients and the external communities in which we operate. • Supported BlackRock’s strong pipeline of future talent through another diverse Graduate Analyst Program class, with 55% female representation globally and 35% Black and Latinx representation in the U.S. | ||||||||||||||
Purpose and culture • As the co-chair of BlackRock’s Global Operating Committee and regular Managing Director and Director meetings, Mr. Kapito continued to reinforce the importance of our culture and connection between our day-to-day work and BlackRock’s purpose and strategy, with 94% of employees understanding the BlackRock Principles and their importance, and 88% of employees understanding how their work contributes to BlackRock’s purpose of helping more and more people experience financial well-being. • Fostered a strong culture of recognition, championing the firmwide promotions process and annual BlackRock Awards, in which nearly 2,000 nominations were submitted by employees to recognize their colleagues who embody the BlackRock culture and go above and beyond. | ||||||||||||||
| BLACKROCK, INC. 2022 PROXY STATEMENT | 75 |
Compensation Discussion and Analysis | 4. 2021 NEO Compensation and Performance Summaries
Robert L. Goldstein
COO |
|
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
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 makes recommendations regarding the Company’s budget and evaluates new initiatives aimed at driving growth and achieving strategic objectives.
| ||||||||||||
(Thousands) | ||||||||||||||
Base Salary |
| $500 |
| |||||||||||
Annual Incentive Award - Cash | $3,875 | |||||||||||||
Annual Incentive Award - Equity | $3,375 | |||||||||||||
|
| $ |
| |||||||||||
|
| $ |
| |||||||||||
|
| |||||||||||||
Total Annual Compensation |
| $ |
| |||||||||||
Overall Assessment: Far Exceeds Expectations
In
Overall, the
|
Performance Category | Performance Highlights | Assessment | ||||||||||||
Financial Performance
|
• Under Mr. Goldstein’s leadership, BlackRock generated a record • Oversaw day-to-day management of BlackRock’s business operations, partnering with Mr. Kapito and Mr. Shedlin to expand operating margin, as adjusted, to 45.2%, up 30 basis points from 2020.
|
Far Exceeds Expectations | ||||||||||||
Business Strength
|
•
• • Progressed the migration of Aladdin to a cloud platform, with • Grew the number of clients benefitting from the combination of Aladdin and
• Oversaw the
•
|
Far Exceeds Expectations | ||||||||||||
| BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights | Assessment | ||||||||||||
ESG and Organizational Strength
|
• • Deployed climate risk modelling and analytics through Aladdin Climate, and expanded Aladdin’s ESG capabilities further via partnerships with Clarity AI and RepRisk. • Continued to partner with Mr. Wiedman and
•
•
• In partnership with Mr. Mehta, launched the BlackRock Citizen Academy, a virtual training suite that builds employees’ foundational knowledge of BlackRock’s history, culture and purpose.
|
Far Exceeds Expectations | ||||||||||||
| BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Head of |
|
Responsibilities:
As Head of
In this role, Mr. | ||||||||||
(Thousands) | ||||||||||||
Base Salary |
| $500 |
| |||||||||
Annual Incentive Award - Cash |
| $ |
| |||||||||
Annual Incentive Award - Equity |
| $ | ||||||||||
Long-Term Incentive Award | $3,650 |
| ||||||||||
|
| $ |
| |||||||||
Total Annual Compensation |
| $ |
| |||||||||
| ||||||||||||
Overall Assessment: Far Exceeds Expectations
In
Overall, the
|
Performance Category | Performance Highlights | Assessment | ||||||||||||
Financial Performance
|
•
• total performance fees. |
Far Exceeds Expectations | ||||||||||||
Business Strength
|
•
• Led
• • Accelerated the alignment of BlackRock’s • Incorporated climate considerations into BlackRock
|
Far Exceeds
| ||||||||||||
|
|
Expectations | ||||||||||||
| BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights | Assessment | ||||||||||||
ESG and Organizational Strength
| • Implemented a framework for active portfolios for managing securities that pose significant climate risk, incorporating climate considerations into portfolio construction activities. • Drove growth and a doubling of market share year-over-year in active sustainable strategies, growing AUM to $78 billion including significant inflows to the EMEA thematic range. • Launched BlackRock’s flagship suite of sustainable active funds – the first-ever cohesive suite of products across active investment teams – with 13 funds in the U.S. and a similar suite in EMEA. • Served as a champion of talent and DEI efforts through membership on the Global DEI Steering Committee and GEC Talent Subcommittee, and sponsorship of the Black Professionals Network and Black Leadership Forum. | Far Exceeds Expectations | ||||||||||||
| BLACKROCK, INC. 2022 PROXY STATEMENT | 79 |
Compensation Discussion and Analysis | 4. 2021 NEO Compensation and Performance Summaries
Gary S.
CFO |
|
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
Mr. Shedlin also co-chairs, along with Mr. Goldstein, the PBA Committee, which makes recommendations regarding the Company’s budget and evaluates new initiatives aimed at driving growth and achieving strategic objectives.
| ||||||||||
(Thousands) | ||||||||||||
Base Salary | $500 | |||||||||||
Annual Incentive Award - Cash | $3,335 | |||||||||||
Annual Incentive Award - Equity | $ | |||||||||||
Long-Term Incentive Award | $3,350 | |||||||||||
| ||||||||||||
| ||||||||||||
Total Annual Compensation | $ | |||||||||||
| ||||||||||||
Overall Assessment: Far Exceeds Expectations
In
The
|
Performance Category | Performance Highlights | Assessment | ||||||||||||
Financial Performance
|
• Partnered with other leaders in successfully executing BlackRock’s growth strategy that resulted in record total net inflows of $540 billion, representing 11% organic base fee growth. • Partnered with Mr. Kapito and Mr. Goldstein
• • Oversaw BlackRock’s portfolio of minority investments delivering strategic, commercial and financial value. • Optimized BlackRock’s balance sheet to ensure continued liquidity,
|
Far Exceeds Expectations | ||||||||||||
Business Strength
|
•
•
•
•
|
Expectations | ||||||||||||
| 80 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 4. 20202021 NEO Compensation and Performance Summaries
Performance Category | Performance Highlights | Assessment | ||||||||||||
ESG and Organizational Strength
|
• • Served as a key contributor in increasing the • Launched vendor sustainability and diversity programs to encourage suppliers to adopt best practices on DEI and other sustainability matters as well as to foster the growth and development of veteran, minority, LGBTQ+ and women-owned businesses.
• Continued
• Sponsor of the BlackRock Veterans Network, which is committed to helping those who have served in the armed forces transition to the civilian workforce, both at BlackRock and through mentorship programs.
|
Meets/Exceeds Expectations | ||||||||||||
| BLACKROCK, INC. | 81 |
Compensation Discussion and Analysis | 5. Compensation Policies and Practices
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 | |||||||
| �� |
• Prohibit all employees from short selling BlackRock securities;
• Prohibit Section 16 officers and directors from pledging BlackRock securities as collateral
• Prohibit Section 16 officers and directors from engaging in any transactions that have
|
| ||||||
|
| 82 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 5. Compensation Policies and Practices
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 vested BlackRock equity awards. The Compensation CommitteeMDCC 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.
$10 million for the CEO;
$5 million for the President; and
$2 million for all other GEC members.
As of December 31, 2020,2021, 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. Under this policy, BlackRock’s Section 16 officers and directors are prohibited from:
Pledging BlackRock securities as collateral; or
BlackRock maintains a clawback policy that allows for the recoupment of all performance-based compensation (including annual and long-term incentive awards and all equity compensation) in the event that a significant restatement of financial results is required due to the actions of an employee. In addition, BlackRock’s equity award agreements require the forfeiture of equity awards upon certain restrictive covenant breaches and other conduct constituting “cause.”
|
| Fraud or Willful Misconduct Causing a | Breach of Restrictive Covenants | Conduct Constituting Cause | |||
Who | All employees | Recipients of equity awards | Recipients of equity awards | |||
Application | 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. | If the recipient:
• breaches certain confidentiality, non-solicitation, non-disparagement and intellectual property policies or covenants; or
• competes with BlackRock following certain terminations of employment. | If, following a termination of employment, BlackRock becomes aware of conduct by a recipient that occurred while the recipient was employed that would have been grounds for a termination for “cause,” including the occurrence of any of the following:
• gross negligence or intentional misconduct by the recipient that is in connection with the recipient’s duties to BlackRock or that causes, or is expected to cause, monetary or other harm to BlackRock or its clients;
• breach of a fiduciary duty owed to BlackRock or its clients;
• misappropriation or embezzlement by the recipient, or any action involving theft, fraud or material personal dishonesty;
• any violation by the recipient of any domestic or foreign securities laws, rules or regulations (including those of any self-regulatory organization or authority); or
• material violation by the recipient of BlackRock’s policies (e.g., the Code of Business Conduct and Ethics or Insider Trading Policy). | |||
What | All performance-based compensation (including annual cash bonuses and equity awards) may be recouped. | Any shares delivered within the preceding one-year period prior to such breach (or the gross proceeds from the disposition of such shares(1)) may be recouped by BlackRock,
All or a portion of any unvested awards(1) will | Any unvested equity awards held by the recipient (and any vested but unexercised options) will be forfeited. | |||
| (1) | In the case of any shares received upon the exercise of an option, BlackRock may recoup the positive difference between the fair market value of the shares on the date of exercise and the option exercise price. If the recipient competes with BlackRock following certain terminations of employment, any vested but unexercised options will be forfeited. |
| BLACKROCK, INC. | 83 |
Compensation Discussion and Analysis | 5. Compensation Policies and Practices
Benefits
BlackRock offers a wide range of benefits that it regularly reviews in accordance with leading practices and the local requirements of its offices, including, where applicable, retirement savings plans, a FTO policy and flexible working arrangements, and parental leave and family support benefits, including fertility benefits, adoption and surrogacy assistance, and backup elder and childcare benefits. The Company provides comprehensive healthcare and mental-health benefits to eligible employees, including medical, dental life and disability benefitsvision coverage, health savings and retirement savings vehicles in which all eligible employees may participate.spending accounts, counseling services, an employee assistance program and access to telemedicine services, where available. 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 tounder 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.BlackRock in conjunction with a reduction in force or position elimination. 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 eligible U.S.-based employees who are involuntarily terminated without cause in conjunction with a reduction in force or position elimination.
Perquisites
The Compensation CommitteeMDCC considers perquisites and other benefits available to our NEOs, such as financial planning, investment offerings and personal use of travel services to be a reasonable part of the executive compensation program. In approving these, the CommitteeMDCC 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 and as such, are provided with an allowance for personal travel. BlackRock incurs incremental costs to provide these services, though this allowance is generally capped below a level the Compensation CommitteeMDCC considers reasonable. Messrs. Fink and Kapito generally must reimburse BlackRock for the cost of airplane services beyond the allowance, and Mr. Fink did so in 2020.2021. In addition, Mr.Messrs. Goldstein and Shedlin utilized the company-provided private airplane services during 2020.2021. The compensation attributed to each of our NEOs for 20202021 for perquisites is described in footnote (3) to the “20202021 Summary Compensation Table” on page 82.85.
Tax Reimbursements
BlackRock did not provide tax reimbursements for any perquisites or other compensation paid to our NEOs.
Tax Deductibility of Compensation
The Compensation CommitteeMDCC considers multiple compensation objectives when designing our incentive compensation programs, including the tax-deductibility of such compensation. The Compensation CommitteeMDCC maintains the flexibility to pay non-deductible incentive compensation if it determines that doing so is in the best interest of the Company and its shareholders.
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. Historically, the Company administered its incentive compensation arrangements in a manner that would comply with certain exceptions to these tax rules. However, the Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) and, among other things, eliminated the most commonly used exception to the $1 million deduction limit, the “performance-based compensation” exception, as of January 1, 2018. As a result, beginning in 2018, compensation paid to Covered Employees in excess of $1 million is generally nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the Covered Employees include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year. Once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.
| 84 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
Tabular Disclosure for 20202021
The following 20202021 Summary Compensation Table contains information concerning compensation provided by BlackRock for the years indicated to the NEOs. Pursuant to SEC rules, the compensation table below includes only those equity-based awards granted in a particular year and not any awards granted after year-end, even if awarded for services in that year. It additionally discloses any cash compensation earned in a particular year, even if such payments are made after year-end.
20202021 Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards (Fair Value of ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||
Laurence D. Fink Chairman and Chief Executive Officer |
| 2020 |
|
| $1,500,000 |
|
| $9,500,000 |
|
| $15,999,930 |
|
| $356,502 |
|
| $27,356,432 |
| ||||||
| 2019 |
|
| $1,500,000 |
|
| $7,750,000 |
|
| $14,750,004 |
|
| $308,250 |
|
| $24,308,254 |
| |||||||
| 2018 |
|
| $1,500,000 |
|
| $7,750,000 |
|
| $17,049,844 |
|
| $243,500 |
|
| $26,543,344 |
| |||||||
Robert S. Kapito President |
| 2020 |
|
| $1,250,000 |
|
| $8,250,000 |
|
| $12,449,488 |
|
| $165,715 |
|
| $22,115,203 |
| ||||||
| 2019 |
|
| $1,250,000 |
|
| $6,250,000 |
|
| $11,499,899 |
|
| $257,151 |
|
| $19,257,050 |
| |||||||
| 2018 |
|
| $1,250,000 |
|
| $6,250,000 |
|
| $13,140,275 |
|
| $201,694 |
|
| $20,841,969 |
| |||||||
Robert L. Goldstein Senior Managing Director and Chief Operating Officer |
| 2020 |
|
| $500,000 |
|
| $3,175,000 |
|
| $6,399,759 |
|
| $47,095 |
|
| $10,121,854 |
| ||||||
| 2019 |
|
| $500,000 |
|
| $2,950,000 |
|
| $4,399,808 |
|
| $46,125 |
|
| $7,895,933 |
| |||||||
| 2018 |
|
| $500,000 |
|
| $2,950,000 |
|
| $4,425,029 |
|
| $55,280 |
|
| $7,930,309 |
| |||||||
Mark Wiedman Senior Managing Director and Head of International and of Corporate Strategy |
| 2020 |
|
| $500,000 |
|
| $2,675,000 |
|
| $5,475,065 |
|
| $13,400 |
|
| $8,663,465 |
| ||||||
Gary S. Shedlin Senior Managing Director and Chief Financial Officer |
| 2020 |
|
| $500,000 |
|
| $2,800,000 |
|
| $4,224,887 |
|
| $58,669 |
|
| $7,583,556 |
| ||||||
| 2019 |
|
| $500,000 |
|
| $2,475,000 |
|
| $3,474,958 |
|
| $13,250 |
|
| $6,463,208 |
| |||||||
| 2018 |
|
| $500,000 |
|
| $2,475,000 |
|
| $3,599,726 |
|
| $18,500 |
|
| $6,593,226 |
| |||||||
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards (Fair Value of ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||
Laurence D. Fink Chairman and Chief Executive Officer |
| 2021 |
| $ | 1,500,000 |
| $ | 11,250,000 |
| $ | 18,849,371 |
| $ | 987,964 |
| $ | 32,587,335 |
| ||||||
| 2020 |
| $ | 1,500,000 |
| $ | 9,500,000 |
| $ | 15,999,930 |
| $ | 356,502 |
| $ | 27,356,432 |
| |||||||
| 2019 |
| $ | 1,500,000 |
| $ | 7,750,000 |
| $ | 14,750,004 |
| $ | 308,250 |
| $ | 24,308,254 |
| |||||||
Robert S. Kapito President |
| 2021 |
| $ | 1,250,000 |
| $ | 9,700,000 |
| $ | 15,125,180 |
| $ | 675,600 |
| $ | 26,750,780 |
| ||||||
| 2020 |
| $ | 1,250,000 |
| $ | 8,250,000 |
| $ | 12,449,488 |
| $ | 165,715 |
| $ | 22,115,203 |
| |||||||
| 2019 |
| $ | 1,250,000 |
| $ | 6,250,000 |
| $ | 11,499,899 |
| $ | 257,151 |
| $ | 19,257,050 |
| |||||||
Robert L. Goldstein Senior Managing Director and Chief Operating Officer |
| 2021 |
| $ | 500,000 |
| $ | 3,875,000 |
| $ | 8,074,500 |
| $ | 139,541 |
| $ | 12,589,041 |
| ||||||
| 2020 |
| $ | 500,000 |
| $ | 3,175,000 |
| $ | 6,399,759 |
| $ | 47,095 |
| $ | 10,121,854 |
| |||||||
| 2019 |
| $ | 500,000 |
| $ | 2,950,000 |
| $ | 4,399,808 |
| $ | 46,125 |
| $ | 7,895,933 |
| |||||||
J. Richard Kushel Senior Managing Director |
| 2021 |
| $ | 500,000 |
| $ | 4,015,000 |
| $ | 6,185,054 |
| $ | 97,945 |
| $ | 10,797,999 |
| ||||||
| 2020 |
| $ | 500,000 |
| $ | 3,315,000 |
| $ | 4,562,643 |
| $ | 47,095 |
| $ | 8,424,738 |
| |||||||
| 2019 |
| $ | 500,000 |
| $ | 2,612,500 |
| $ | 3,462,238 |
| $ | 46,125 |
| $ | 6,620,863 |
| |||||||
Gary S. Shedlin Senior Managing Director and Chief Financial Officer |
| 2021 |
| $ | 500,000 |
| $ | 3,335,000 |
| $ | 5,200,413 |
| $ | 84,144 |
| $ | 9,119,557 |
| ||||||
| 2020 |
| $ | 500,000 |
| $ | 2,800,000 |
| $ | 4,224,887 |
| $ | 58,669 |
| $ | 7,583,556 |
| |||||||
| 2019 |
| $ | 500,000 |
| $ | 2,475,000 |
| $ | 3,474,958 |
| $ | 13,250 |
| $ | 6,463,208 |
| |||||||
| (1) | 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 |
As described on page |
| (2) | Stock 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 18 to the consolidated financial statements in our |
| (3) | All Other Compensation. For Messrs. Fink, Kapito, Goldstein, |
For Messrs. Fink and Kapito, the value reported for |
|
|
Compensation Discussion and Analysis | 6. Executive Compensation Tables
| BlackRock associated with additional pandemic-related empty positioning (deadhead) flights for the protection of the health and safety of the flight crew (as described below) of |
| BLACKROCK, INC. 2022 PROXY STATEMENT | 85 |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
| and (ii) the incremental cost associated with |
For Messrs. Fink, Kapito and Kushel, the value reported for 2021 also reflects filing fees of $545,000, $465,000 and $45,000, respectively, for previous years paid pursuant to the notification requirements of the HSR Act by external counsel and imputed as income to Messrs. Fink, Kapito |
For more information regarding perquisites, see “Perquisites” on page |
20202021 Grants of Plan-Based Awards
The following table sets forth information concerning equity incentive plan-based compensation provided by BlackRock in 20202021 to our NEOs.
| Estimated Future Payouts Under Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date(1) | Date of Committee Action | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of ($)(4) | Grant Date(1) | Date of MDCC Action | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of ($)(4) | ||||||||||||||||||||||||||||||||||||||||||
Laurence D. Fink |
| 1/16/2020 |
|
| 1/14/2020(2) |
|
| 7,965 |
|
| $4,249,965 |
|
| 1/15/2021 |
|
| 1/13/2021(2) |
|
| 5,343 |
|
| $3,949,652 |
| ||||||||||||||||||||||||||||||||
| 1/16/2020 |
|
| 1/14/2020(3) |
|
| — |
|
| 22,021 |
|
| 36,335 |
|
| $11,749,965 |
|
| 1/15/2021 |
|
| 1/13/2021(3) |
|
| — |
|
| 20,156 |
|
| 33,257 |
|
| $14,899,718 |
| |||||||||||||||||||||
Robert S. Kapito |
| 1/16/2020 |
|
| 1/14/2020(2) |
|
| 6,559 |
|
| $3,499,751 |
|
| 1/15/2021 |
|
| 1/13/2021(2) |
|
| 5,327 |
|
| $3,937,825 |
| ||||||||||||||||||||||||||||||||
| 1/16/2020 |
|
| 1/14/2020(3) |
|
| — |
|
| 16,773 |
|
| 27,675 |
|
| $8,949,737 |
|
| 1/15/2021 |
|
| 1/13/2021(3) |
|
| — |
|
| 15,134 |
|
| 24,971 |
|
| $11,187,355 |
| |||||||||||||||||||||
Robert L. Goldstein |
| 1/16/2020 |
|
| 1/14/2020(2) |
|
| 3,748 |
|
| $1,999,858 |
|
| 1/15/2021 |
|
| 1/13/2021(2) |
|
| 3,145 |
|
| $2,324,847 |
| ||||||||||||||||||||||||||||||||
| 1/16/2020 |
|
| 1/14/2020(3) |
|
| — |
|
| 8,246 |
|
| 13,606 |
|
| $4,399,901 |
|
| 1/15/2021 |
|
| 1/13/2021(3) |
|
| — |
|
| 7,778 |
|
| 12,834 |
|
| $5,749,653 |
| |||||||||||||||||||||
Mark Wiedman |
| 1/16/2020 |
|
| 1/14/2020(2) |
|
| 2,858 |
|
| $1,524,972 |
| ||||||||||||||||||||||||||||||||||||||||||||
J. Richard Kushel |
| 1/15/2021 |
|
| 1/13/2021(2) |
|
| 3,429 |
|
| $2,534,785 |
| ||||||||||||||||||||||||||||||||||||||||||||
| 1/16/2020 |
|
| 1/14/2020(3) |
|
| — |
|
| 7,403 |
|
| 12,215 |
|
| $3,950,093 |
|
| 1/15/2021 |
|
| 1/13/2021(3) |
|
| — |
|
| 4,938 |
|
| 8,148 |
|
| $3,650,268 |
| |||||||||||||||||||||
Gary S. Shedlin |
| 1/16/2020 |
|
| 1/14/2020(2) |
|
| 2,858 |
|
| $1,524,972 |
|
| 1/15/2021 |
|
| 1/13/2021(2) |
|
| 2,503 |
|
| $1,850,268 |
| ||||||||||||||||||||||||||||||||
| 1/16/2020 |
|
| 1/14/2020(3) |
|
| — |
|
| 5,060 |
|
| 8,349 |
|
| $2,699,915 |
|
| 1/15/2021 |
|
| 1/13/2021(3) |
|
| — |
|
| 4,532 |
|
| 7,478 |
|
| $3,350,145 |
| |||||||||||||||||||||
| (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 |
| (3) | These January |
| (4) | Grant Date Fair Value of Stock |
| 86 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
20202021 Outstanding Equity Awards at Fiscal Year-End
Option Awards
|
Stock Awards
|
Option Awards
|
Stock Awards
| |||||||||||||||||||||||||||||||||||||||||||||
Name
| Grant Date
|
Number of Unexercisable
| Option
| Option Expiration Date
| Number of
| Market Value of Shares or
| Grant Date
|
Number of Unexercisable
| Option
| Option Expiration Date
| Number of
| Market Value of Shares or
| ||||||||||||||||||||||||||||||||||||
Laurence D. Fink | 1/16/2018 | — | — | — |
| 2,707(2) |
| $1,953,209 | 1/17/2019 | — | — | — |
| 3,453(2) |
| $3,161,429 | ||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 22,506(3) |
| $16,238,979 | 1/17/2019 | — | — | — |
| 36,082(3) |
| $33,035,236 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 6,906(2) |
| $4,982,955 | 1/16/2020 | — | — | — |
| 5,310(2) |
| $4,861,624 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 32,550(3) |
| $23,486,127 | 1/16/2020 | — | — | — |
| 29,816(3) |
| $27,298,337 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 7,965(2) |
| $5,747,066 | 1/15/2021 | — | — | — |
| 5,343(2) |
| $4,891,837 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 26,664(3) |
| $17,796,063 | 1/15/2021 | — | — | — |
| 26,908(3) |
| $24,635,888 | |||||||||||||||||||||||||||||||||
Robert S. Kapito | 1/16/2018 | — | — | — |
| 2,068(2) |
| $1,492,145 | 1/17/2019 | — | — | — |
| 2,844(2) |
| $2,603,853 | ||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 17,401(3) |
| $12,555,518 | 1/17/2019 | — | — | — |
| 27,491(3) |
| $25,169,660 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 5,687(2) |
| $4,103,398 | 1/16/2020 | — | — | — |
| 4,374(2) |
| $4,004,659 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 24,800(3) |
| $17,894,192 | 1/16/2020 | — | — | — |
| 22,711(3) |
| $20,793,283 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 6,559(2) |
| $4,732,581 | 1/15/2021 | — | — | — |
| 5,327(2) |
| $4,877,188 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 18,786(3) |
| $13,554,850 | 1/15/2021 | — | — | — |
| 20,204(3) |
| $18,497,974 | |||||||||||||||||||||||||||||||||
Robert L. Goldstein | 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 | — | — | — |
| 1,369(2) |
| $987,788 | 1/17/2019 | — | — | — |
| 1,625(2) |
| $1,487,785 | |||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 3,796(3) |
| $2,738,966 | 1/17/2019 | — | — | — |
| 8,247(3) |
| $7,550,623 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 3,250(2) |
| $2,345,005 | 1/16/2020 | — | — | — |
| 2,499(2) |
| $2,287,984 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — |
| — |
| 7,440(3) | $5,368,258 | 1/16/2020 | — | — | — |
| 11,165(3) |
| $10,222,227 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 3,748(2) |
| $2,704,332 | 1/15/2021 | — | — | — |
| 3,145(2) |
| $2,879,436 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 9,236(3) |
| $6,664,143 | 1/15/2021 | — | — | — |
| 10,384(3) |
| $9,507,175 | |||||||||||||||||||||||||||||||||
Mark Wiedman | 12/4/2017 | 108,190 | 513.5 | 12/4/2026(4) |
| — |
| — | ||||||||||||||||||||||||||||||||||||||||
J. Richard Kushel | 12/4/2017 | 81,142 | 513.5 | 12/4/2026(4) |
| — |
| — | ||||||||||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 1,104(2) |
| $796,580 | 1/17/2019 | — | — | — |
| 1,432(2) |
| $1,311,082 | |||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 2,712(3) |
| $1,956,816 | 1/17/2019 | — | — | — |
| 5,842(3) |
| $5,348,702 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 2,478(2) |
| $1,787,976 | 1/16/2020 | — | — | — |
| 2,078(2) |
| $1,902,534 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 6,045(3) |
| $4,361,709 | 1/16/2020 | — | — | — |
| 7,359(3) |
| $6,737,606 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 2,858(2) |
| $2,062,161 | 1/15/2021 | — | — | — |
| 3,429(2) |
| $3,139,455 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 8,291(3) |
| $5,982,288 | 1/15/2021 | — | — | — |
| 6,592(3) |
| $6,035,372 | |||||||||||||||||||||||||||||||||
Gary S. Shedlin | 12/4/2017 | 81,142 | 513.5 | 12/4/2026(4) |
| — |
| — | 12/4/2017 | 81,142 | 513.5 | 12/4/2026(4) |
| — |
| — | ||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 1,030(2) |
| $743,186 | 1/17/2019 | — | — | — |
| 1,239(2) |
| $1,134,379 | |||||||||||||||||||||||||||||||||
| 1/16/2018 | — | — | — |
| 3,344(3) |
| $2,412,830 | 1/17/2019 | — | — | — |
| 6,700(3) |
| $6,134,252 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 2,478(2) |
| $1,787,976 | 1/16/2020 | — | — | — |
| 1,906(2) |
| $1,745,057 | |||||||||||||||||||||||||||||||||
| 1/17/2019 | — | — | — |
| 6,045(3) |
| $4,361,709 | 1/16/2020 | — | — | — |
| 6,851(3) |
| $6,272,502 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 2,858(2) |
| $2,062,161 | 1/15/2021 | — | — | — |
| 2,503(2) |
| $2,291,647 | |||||||||||||||||||||||||||||||||
| 1/16/2020 | — | — | — |
| 5,667(3) |
| $4,088,967 | 1/15/2021 | — | — | — |
| 6,050(3) |
| $5,539,138 | |||||||||||||||||||||||||||||||||
| (1) | Market Value of Shares or Units of Stock That Have Not Vested.Amounts reflect the year-end value of RSUs and BPIP Awards, based on the closing price of |
| (2) | One-third of these 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, |
| (4) | In the fourth quarter of 2017, BlackRock implemented a key strategic part of our long-term management succession plans 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, |
| BLACKROCK, INC. | 87 |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
20202021 Option Exercises and Stock Vested
The following table sets forth the number of shares acquired and the value realized by our NEOs during the fiscal year ended December 31, 20202021 on the exercise of options or the vesting and/or settlement of RSUs.
Option Awards
|
Stock Awards
| |||||||||||||||||||||||||||||||
Option Awards
|
Stock Awards
| |||||||||||||||||||||||||||||||
Name
| Number of
| Value
| Number of
| Value Realized on
| Number of
| Value
| Number of
| Value Realized on
| ||||||||||||||||||||||||
Laurence D. Fink
|
|
— |
|
|
— |
|
|
46,642 |
|
|
$25,172,221 |
|
|
— |
|
|
— |
|
|
31,321 |
|
|
$21,964,164 |
| ||||||||
Robert S. Kapito
|
|
— |
|
|
— |
|
|
36,212 |
|
|
$19,543,254 |
|
|
— |
|
|
— |
|
|
24,499 |
|
|
$17,180,169 |
| ||||||||
Robert L. Goldstein
|
|
— |
|
|
— |
|
|
10,885 |
|
|
$5,874,526 |
|
|
— |
|
|
— |
|
|
8,039 |
|
|
$5,637,429 |
| ||||||||
Mark Wiedman
|
|
— |
|
|
— |
|
|
9,259 |
|
|
$4,996,990 |
| ||||||||||||||||||||
J. Richard Kushel
|
|
— |
|
|
— |
|
|
6,540 |
|
|
$4,586,240 |
| ||||||||||||||||||||
Gary S. Shedlin |
|
— |
|
|
— |
|
|
8,980 |
|
|
$4,846,416 |
|
|
— |
|
|
— |
|
|
6,565 |
|
|
$4,603,772 |
| ||||||||
| (1) | Value realized reflects (i) the closing price per share of BlackRock common stock on the day prior to the vesting date, multiplied by (ii) the number of RSUs that vested. |
20202021 Nonqualified Deferred Compensation
Name
| Executive ($)
| Registrant
| Aggregate ($)(1)
| Aggregate
| Aggregate at Last End ($)
| Executive ($)
| Registrant
| Aggregate ($)(1)
| Aggregate
| Aggregate at Last End ($)
| ||||||||||||||||||||||||||||||
Laurence D. Fink |
|
— |
|
|
— |
|
|
$372,176 |
|
|
— |
|
|
$3,367,626 |
|
|
— |
|
|
— |
|
|
$859,070 |
|
|
— |
|
|
$4,226,696 |
| ||||||||||
Robert S. Kapito |
| — |
|
| — |
|
| $11,810 |
|
| — |
|
| $250,019 |
|
| — |
|
| — |
|
|
$7,348 |
|
|
— |
|
|
$257,366 |
| ||||||||||
Robert L. Goldstein |
| — |
|
| — |
|
| $690,905 |
|
| $1,974,347 |
|
| $5,899,289 |
|
| — |
|
| — |
|
|
$992,482 |
|
|
$845,639 |
|
|
$6,046,132 |
| ||||||||||
Mark Wiedman |
| — |
|
| — |
|
| $22,500 |
|
| — |
|
| $231,522 |
| |||||||||||||||||||||||||
J. Richard Kushel | $663,000(2) |
| — |
|
| $598,521 |
|
| — |
|
| $5,488,097 |
| |||||||||||||||||||||||||||
Gary S. Shedlin |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||||
| (1) | Represents earnings on balances in the VDCP (as described 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 $3,315,000 shown for 2020 for Mr. Kushel in the Bonus column of the 2021 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 a lump sum or 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 in conjunction with a reduction in force or position elimination, 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 8689 and 88,90, in each case assuming a termination of employment of the NEO on December 31, 2020.2021.
| 88 | BLACKROCK, INC. |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control
Type of Award
|
Voluntary
| Termination
| Involuntary Termination Without Cause(1)
| Qualified Retirement / Disability
| Death
| |||||||||||||
RSUs Granted as Part of Annual Incentive Awards (“Year-End Awards”) |
|
Unvested |
|
|
Unvested |
|
If termination occurs within the one-year period following a change in control of BlackRock, the awards will vest at the time of termination. |
| Awards will continue to |
|
Immediate vesting and settlement. |
| ||||||
RSUs Granted as BPIP Awards |
|
Unvested |
|
|
Unvested |
|
Awards will continue to be eligible to fully vest following the end of the performance period, subject to attainment of the applicable performance targets and non-engagement in any |
| Awards will continue to |
|
Awards will continue |
| ||||||
Performance-Based Option Awards |
|
Unvested |
|
|
Unvested |
|
Awards will vest on a pro rata basis with respect to each tranche (based on length of service during the vesting period), plus a one-year service credit, and will remain exercisable through the full term, subject to achievement of the applicable performance |
| Qualified
Disability: Awards will |
|
Awards will continue to be eligible to fully |
| ||||||
| (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). |
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 and subsequent plan year and beyond,years, 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, 2020.2021. Accordingly, no amounts have been included in the table on page 8890 with respect to VDCP balances. For additional information, please refer to the “20202021 Nonqualified Deferred Compensation” table on page 85.88.
Leadership Retention Carry Plan: No percentage points were granted under the Leadership Retention Carry Plan to any of our NEOs in 2020. Percentage points granted under the Leadership Retention Carry Plan in 2019 had no grant date fair value as determined pursuant to FASB ASC Topic 718.2021. 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
|
|
Compensation Discussion and Analysis | 6. Executive Compensation Tables
described below, with respect to his or her percentage points granted under the BlackRock Leadership Retention Carry Plan, subject to the execution of a
| BLACKROCK, INC. 2022 PROXY STATEMENT | 89 |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
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;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.
Compensation Discussion and Analysis | 6. Executive Compensation Tables
For additional details regarding the Leadership Retention Carry Plan, see page 65 of BlackRock’s 2020 Proxy Statement.
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, 2020,2021 and are based on the closing price of BlackRock common stock on December 31, 2020,2021, which was $721.54.$915.56. 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 the one-year period following termination.
Name | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following a | Qualified Retirement / Disability / Death | Voluntary Resignation / Termination for Cause | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following a | Qualified Retirement / Disability / Death | Voluntary Resignation / Termination for Cause | ||||||||||||||||||||||||
Laurence D. Fink | ||||||||||||||||||||||||||||||||
Year-End Awards(1) |
| $12,683,230 |
|
| $12,683,230 |
|
| $12,683,230 |
|
| — |
| $12,914,889 | $12,914,889 | $12,914,889 | — | ||||||||||||||||
BPIP Awards(2), (3), (4) |
| $57,521,169 |
|
| $50,592,220 |
|
| $57,521,169 |
|
| — |
| $84,969,461 | $71,650,810 | $84,969,461 | — | ||||||||||||||||
Severance(9) |
| $1,557,692 |
|
| $1,557,692 |
|
| — |
|
| — |
| $ 1,557,692 | $ 1,557,692 | — | — | ||||||||||||||||
Total(11) |
| $71,762,091 |
|
| $64,833,142 |
|
| $70,204,399 |
|
| — |
| $99,442,042 | $86,123,391 | $97,884,350 | — | ||||||||||||||||
Robert S. Kapito | ||||||||||||||||||||||||||||||||
Year-End Awards(1) |
| $10,328,124 |
|
| $10,328,124 |
|
| $10,328,124 |
|
| — |
| $11,485,700 | $11,485,700 | $11,485,700 | — | ||||||||||||||||
BPIP Awards(2), (3), (4) |
| $44,004,560 |
|
| $38,725,773 |
|
| $44,004,560 |
|
| — |
| $64,460,917 | $54,382,433 | $64,460,917 | — | ||||||||||||||||
Severance(9) |
| $1,298,077 |
|
| $1,298,077 |
|
| — |
|
| — |
| $ 1,298,077 | $ 1,298,077 | — | — | ||||||||||||||||
Total(10), (11) |
| $55,630,761 |
|
| $50,351,974 |
|
| $54,332,684 |
|
| — |
| ||||||||||||||||||||
Total(11) | $77,244,694 | $67,166,210 | $75,946,617 | (10) | — | |||||||||||||||||||||||||||
Robert L. Goldstein | ||||||||||||||||||||||||||||||||
Year-End Awards(1) |
| $6,037,125 |
|
| $6,037,125 |
|
| $6,037,125 |
|
| — |
| $ 6,655,206 | $ 6,655,206 | $ 6,655,206 | — | ||||||||||||||||
BPIP Awards(2), (3), (4) |
| $14,771,367 |
|
| $12,909,072 |
|
| $14,771,367 |
|
| — |
| $27,280,026 | $22,221,557 | $27,280,026 | — | ||||||||||||||||
Option Awards(5), (6), (7), (8) |
| $15,290,774 |
|
| $22,507,848 |
|
| — |
|
| — |
| $36,938,860 | $43,498,871 | — | — | ||||||||||||||||
Severance(9) |
| $500,000 |
|
| $500,000 |
|
| — |
|
| — |
| $ 519,231 | $ 519,231 | — | — | ||||||||||||||||
Total(11) |
| $36,599,266 |
|
| $41,954,045 |
|
| $20,808,492 |
|
| — |
| $71,393,323 | $72,894,865 | $33,935,232 | — | ||||||||||||||||
Mark Wiedman | ||||||||||||||||||||||||||||||||
J. Richard Kushel | ||||||||||||||||||||||||||||||||
Year-End Awards(1) |
| $4,646,718 |
|
| $4,646,718 |
|
| $4,646,718 |
|
| — |
| $ 6,353,071 | $ 6,353,071 | $ 6,353,071 | — | ||||||||||||||||
BPIP Awards(2), (3), (4) |
| $12,300,814 |
|
| $10,727,135 |
|
| $12,300,814 |
|
| — |
| $18,121,679 | $14,845,805 | $18,121,679 | — | ||||||||||||||||
Option Awards(5), (6), (7), (8) |
| $15,290,774 |
|
| $22,507,848 |
|
| — |
|
| — |
| $27,703,973 | $32,623,953 | — | — | ||||||||||||||||
Severance(9) |
| $326,923 |
|
| $326,923 |
|
| — |
|
| — |
| $ 519,231 | $ 519,231 | — | — | ||||||||||||||||
Total(11) |
| $32,565,228 |
|
| $38,208,623 |
|
| $16,947,532 |
|
| — |
| $52,697,954 | $54,342,060 | $24,474,750 | — | ||||||||||||||||
Gary S. Shedlin | ||||||||||||||||||||||||||||||||
Year-End Awards(1) |
| $4,593,324 |
|
| $4,593,324 |
|
| $ 4,593,324 |
|
| — |
| $ 5,171,083 | $ 5,171,083 | $ 5,171,083 | — | ||||||||||||||||
BPIP Awards(2), (3), (4) |
| $10,863,506 |
|
| $9,492,580 |
|
| $10,863,506 |
|
| — |
| $17,945,892 | $14,916,304 | $17,945,892 | — | ||||||||||||||||
Option Awards(5), (6), (7), (8) |
| $11,468,009 |
|
| $16,880,782 |
|
| — |
|
| — |
| $27,703,973 | $32,623,953 | — | — | ||||||||||||||||
Severance(9) |
| $153,846 |
|
| $153,846 |
|
| — |
|
| — |
| $ 173,077 | $ 173,077 | — | — | ||||||||||||||||
Total(11) |
| $27,078,685 |
|
| $31,120,532 |
|
| $15,456,830 |
|
| — |
| $50,994,025 | $52,884,417 | $23,116,975 | — | ||||||||||||||||
| (1) | This reflects an amount equal to (i) the number of unvested RSUs awarded as Year-End Awards outstanding as of December 31, |
| 90 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Compensation Discussion and Analysis | 6. Executive Compensation Tables
| (2) | BPIP Awards upon an involuntary termination without cause (other than following a change in control): For the January |
|
|
Compensation Discussion and Analysis | 6. Executive Compensation Tables
| (3) | BPIP Awards upon an involuntary termination without cause within 12 months following a change in control: For January |
| (4) | BPIP Awards upon a termination due to death, disability or qualified retirement: For the January |
| (5) | In the fourth quarter of 2017, we implemented a key strategic part of our long-term management succession plans 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: The amounts shown represent the value of a pro rata portion of unvested options as of December 31, |
| (7) | Option Awards upon a termination without cause within 12 months following a change in control or due to death or disability: The amounts shown represent the value of unvested options as of December 31, |
| (8) | Option Awards upon qualified retirement: |
| (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, |
| (10) | Leadership Retention Carry Plan Award upon a termination due to qualified retirement, disability or death:Total value for Mr. Kapito includes an award of percentage points under the BlackRock Leadership Retention Carry Plan |
| (11) | Total values for Year-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.” |
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-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 2020,2021, our last completed fiscal year:
The median of the annual total compensation of all employees of our Company (other than our CEO) was $147,417;$164,492; and
The annual total compensation of our CEO, as reported in the 2021 Summary Compensation Table included in this Proxy Statement, was $27,356,432.$32,587,335.
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 186:198:1. This result is broadly consistent with our historical pay practices.
| BLACKROCK, INC. 2022 PROXY STATEMENT | 91 |
2020Compensation Discussion and Analysis | CEO Pay Ratio for 2021
2021 CEO Pay Ratio = 186:198:1
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. |
|
|
We identified our median employee for 2020 using this compensation measure, which was consistently applied to all our employees included in the calculation.We did not make any cost-of-living adjustments in identifying the |
Compensation Discussion and Analysis | CEO Pay Ratio for 2020
Calculation of Annual Total Compensation.Once we identified that our median employee selected in 2020 was reasonable for 2021 disclosure, we combined all the elements of such employee’s compensation for |
For our CEO’s annual total compensation, we used the amount reported in the “Total” column |
Equity Compensation Plan Information
The following table summarizes information, as of December 31, 2020,2021, relating to BlackRock equity compensation plans pursuant to which grants of options, RSUs 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 | 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 | ||||||||||||||||||
Approved |
|
|
| |||||||||||||||||||||
BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan |
| 4,755,939(1) |
|
| $513.50(2) |
| 6,068,624 | 4,669,745(1) | $513.50(2) | 5,190,152 | ||||||||||||||
Amended and Restated BlackRock, Inc. Employee Stock Purchase Plan |
| — |
|
| N/A |
| 437,686(3) | — | N/A | 410,481(3) | ||||||||||||||
Total Approved by Shareholders |
| 4,755,939 |
|
|
| 6,506,310 |
| 4,669,745 |
| 5,600,633 | ||||||||||||||
Not Approved |
|
|
|
|
|
| ||||||||||||||||||
None |
| — |
|
| N/A |
|
| — |
| — | N/A | — | ||||||||||||
Total Not Approved by Shareholders |
| — |
|
| N/A |
|
| — |
| — | N/A | — | ||||||||||||
Total |
| 4,755,939 |
|
|
| 6,506,310 |
| 4,669,745 |
| 5,600,633 | ||||||||||||||
| (1) | Includes |
| (2) | Represents the weighted-average exercise price of stock options only. |
| (3) | Includes |
| BLACKROCK, INC. |
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, 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 23, 2021,22, 2022, the Audit Committee appointed Deloitte to serve as BlackRock’s independent registered public accounting firm for the 20212022 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 team’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. 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. |
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, 20202021 and 2019,2020, 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.
2020 | 2019 | |||||||||||||||
(in millions) | 2021 | 2020 | ||||||||||||||
Audit Fees(1) |
| $19,601,000 |
|
| $18,362,000 |
|
| $19.7 |
|
| $19.6 |
| ||||
Audit-Related Fees(2) |
| $4,663,000 |
|
| $3,892,000 |
|
| $4.6 |
|
| $4.7 |
| ||||
Tax Fees(3) |
| $964,000 |
|
| $1,432,000 |
|
| $2.9 |
|
| $1.0 |
| ||||
All Other Fees(4) |
| $643,000 |
|
| $765,000 |
|
| $0.3 |
|
| $0.6 |
| ||||
Total |
| $25,871,000 |
|
| $24,451,000 |
|
| $27.5 |
|
| $25.9 |
| ||||
| (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 on Forms 10-K and 10-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, |
| (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 |
| (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 |
Excluded from the amounts reported above, 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 $25,200,000$26.6 million and $25,000,000$25.4 million for the fiscal years ended December 31, 20202021 and 2019,2020, respectively. Such fees do not include fees paid to Deloitte by registered investment companies.
Audit Committee Pre-Approval Policy
In accordance with BlackRock’s Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), all services performed for BlackRock by Deloitte were pre-approved by the Audit Committee. The Audit Committee 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 for pre-approval of audit and permitted non-audit services includes pre-approval of the fees for such services. The Audit Committee reviews and pre-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 delegates pre-approval authority under the Pre-Approval Policy to the Chair of the Audit Committee. The Chair or designee must report any pre-approval decisions under the Pre-Approval Policy to the Audit Committee at its next scheduled meeting.
Board Recommendation
| The Board of Directors unanimously recommends that you vote “FOR” the ratification of Deloitte as BlackRock’s independent registered public accounting firm for the fiscal year 2022. |
| BLACKROCK, INC. |
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 BlackRock’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 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 2020.2021.
We have further discussed with Deloitte the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) 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 the non-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 Form 10-K for the year ended December 31, 20202021 for filing with the SEC.
MEMBERS OF THE AUDIT COMMITTEE
Pamela Daley, Chair
Mathis Cabiallavetta
William E. Ford
Murry S. Gerber
Margaret “Peggy” L. Johnson
Marco Antonio Slim Domit
Hans E. Vestberg
Susan L. Wagner
Mark Wilson
| BLACKROCK, INC. |
Approval of Amendments
to Our Charter
Our Governance Committee has reviewed our Charter to determine whether any changes were necessary, appropriate or desirable in light of PNC exiting its investment in BlackRock in May 2020. In connection with and as a result of that review and the Governance Committee’s recommendations, on September 30, 2020, the Board adopted, and recommends that our shareholders approve, amendments to the Charter to:
provide shareholders of record owning 15% or more of the voting power of all outstanding shares of stock of the Company the ability to call a special meeting of shareholders (Item 4A);
eliminate supermajority voting requirements relating to the amendment of certain articles of the Charter (Item 4B); and
eliminate provisions relating to the “Significant Stockholder” (as defined in the Charter), which are no longer applicable, and make certain other technical revisions (Item 4C).
The amendments, which require shareholder approval, are described in greater detail on the following pages.
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Items 4A-4C: Approval of Amendments to Our Charter | The Special Meeting Amendment
Item 4A:
Approval of an Amendment to Our Charter to Provide Shareholders the Right to Call Special Meetings
The Board has unanimously adopted and declared advisable, and recommends that our shareholders approve, an amendment (the “Special Meeting Amendment”) to our Charter to provide shareholders with the right to call special meetings of shareholders.
The Special Meeting Amendment
Shareholders do not currently have the right to call a special meeting. Under the existing Charter, Article Fifth, Section A(2) provides that special meetings may be called only by the Chairman of the Board, the President of the Company, a majority of the Board, or any committee of the Board that has the power and authority to call special meetings of shareholders.
If the Special Meeting Amendment is approved by shareholders and becomes effective (as described below), Article Fifth, Section A(2) of the Charter will be amended to provide that one or more record holders of the Company’s stock representing ownership of not less than 15% of the voting power of all outstanding shares of common stock in the Company who comply with all of the applicable requirements and procedures set forth in our Bylaws would have the ability to require the Company to call a special meeting of shareholders. The Special Meeting Amendment will not impact our Board’s existing authority to call special meetings of shareholders.
The text of the Special Meeting Amendment, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Annex C. This summary of the Special Meeting Amendment is qualified in its entirety by reference to Annex C.
Purpose and Effect of the Special Meeting Amendment
The Special Meeting Amendment is a result of the Board’s and the Governance Committee’s ongoing review of our corporate governance practices and policies. In considering the Special Meeting Amendment, the Board and the Governance Committee carefully considered the implications of amending our Charter to provide shareholders the right to call special meetings.
Our Board believes the proposed Special Meeting Amendment strikes an appropriate balance between enhancing shareholder rights and adequately protecting shareholder interests. The Board recognizes that providing shareholders the ability to call special meetings is an important corporate governance practice. However, special meetings of shareholders can be potentially disruptive to business operations and to long-term shareholder interests and can cause the Company to incur substantial expenses. Accordingly, the Board believes the 15% threshold for calling special meetings of shareholders balances these considerations and ensures that special meetings are not used to the detriment of shareholders.
In light of these considerations, and upon recommendation of the Governance Committee, the Board adopted resolutions declaring it advisable to approve the Special Meeting Amendment, and resolved to submit the Special Meeting Amendment to our shareholders for consideration.
Overview of Related Changes to the Bylaws
If the Special Meeting Amendment is approved by the shareholders and becomes effective, the Bylaws will be amended to specify the requirements and procedures for shareholder-requested special meetings. Below is a summary of the expected Bylaw amendment (the “Special Meeting Bylaw Amendment”). The Special Meeting Bylaw Amendment sets forth certain procedural requirements that the Board believes are appropriate to avoid duplicative or unnecessary special meetings.
A shareholder-requested special meeting would have to be held not more than 120 days after the Company receives a valid special meeting request. Among other things, a special meeting request would need to be accompanied by the following:
A statement setting forth the purpose of the meeting;
The information required by the advance notice bylaw provisions;
| 95 |
Items 4A-4C: Approval of Amendments to Our Charter | Overview of Related Changes to the Bylaws
A representation that one or more of the requesting shareholders (or a representative) intends to attend the special meeting to present the proposal(s);
An agreement to notify the Company in the event that any of the requesting shareholders disposes of shares of Company stock before the record date and an acknowledgement that any such disposition will be deemed to be a revocation of the special meeting request with respect to such disposed shares; and
The number of shares of stock owned by each requesting shareholder and documentary evidence demonstrating that the requesting shareholders in the aggregate own the requisite percentage of shares.
In addition, a special meeting request would not be valid if:
The special meeting request does not comply with the Bylaws;
The special meeting request relates to an item of business that is not a proper subject for shareholder action under applicable law (as determined in good faith by the Board);
The special meeting request is delivered within 120 days of the anniversary date of the previous annual meeting;
An identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election of directors, was presented at an annual or special meeting held not more than 12 months before the special meeting request is delivered;
A Similar Item (including the election of directors) was presented at an annual or special meeting held not more than 120 days before the special meeting request is delivered;
A Similar Item is included in the Company’s notice of meeting as an item of business to be brought before an annual or special meeting that has been called but not yet held, or that is called for a date within 120 days of the receipt of a special meeting request; or
The special meeting request was made in a manner that involved a violation of law.
The Special Meeting Bylaw Amendment would specify that the business to be transacted at a shareholder-requested special meeting would be limited to the business stated in a valid special meeting request and any additional business that the Board determines to include in the notice for such special meeting.
Required Vote and Impact of Vote
The affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is required for the approval of Item 4A. Abstentions and broker “non-votes” will both have the same effect as a vote “against” this matter.
If shareholders approve the Special Meeting Amendment by the requisite vote, the Special Meeting Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we will file promptly following the Annual Meeting.
If shareholders do not approve the Special Meeting Amendment by the requisite vote, the Certificate of Amendment setting forth the Special Meeting Amendment will not be filed with the Secretary of State of the State of Delaware and shareholders will not have the ability to require the Company to call a special meeting of shareholders.
Board Recommendation
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Items 4A-4C: Approval of Amendments to Our Charter | The Supermajority Elimination Amendment
Item 4B:
Approval of an Amendment to Our Charter to Eliminate Supermajority Voting Requirements
The Board has unanimously adopted and declared advisable, and recommends that our shareholders approve, an amendment (the “Supermajority Elimination Amendment”) to our Charter to eliminate supermajority voting requirements.
Currently, our Charter provides that certain amendments to the Charter require the affirmative vote of at least 75% of the outstanding shares of our common stock (the “75% Supermajority Voting Requirement”) or the affirmative vote of at least 80% of the outstanding shares of our common stock (the “80% Supermajority Voting Requirement,” and, together with the 75% Supermajority Voting Requirement, the “Supermajority Voting Requirements”).
Specifically, Article Thirteenth, Section A(2) of the Charter provides that the 80% Supermajority Voting Requirement is required to amend:
Certain provisions that are no longer applicable relating to any “Significant Stockholder” and “Affiliated Companies,” both as defined in the Charter (Article Ninth); and
The provisions relating to bylaw amendments, including that amendments may be approved by shareholders holding a majority of our outstanding shares (Article Twelfth).
In addition, Article Thirteenth, Section (B) of the Charter provides that any alteration, amendment or repeal of the Charter provision relating to Charter amendments (Article Thirteenth), or the adoption of any provision inconsistent with Article Thirteenth, must be approved pursuant to the 75% Supermajority Voting Requirement.
The Supermajority Elimination Amendment
Although the Board previously viewed the Supermajority Voting Requirements as protective of shareholders and appropriate given the significant ownership stake of PNC, the Board and Governance Committee reviewed these provisions in light of PNC’s exit of its investment in the Company. Accordingly, the Board approved and declared advisable, and recommends that shareholders approve, the amendment and restatement of Article Thirteenth to remove the Supermajority Voting Requirements contained therein.
The text of the Supermajority Elimination Amendment, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Annex D. This summary of the Supermajority Elimination Amendment is qualified in its entirety by reference to Annex D.
If the amendment is approved and becomes effective (as described below), future amendments to the Charter provisions referenced above will not be subject to the Supermajority Voting Requirements and will instead require the affirmative vote of a majority of the outstanding shares of our common stock.
Required Vote and Impact of Vote
The affirmative vote of at least 75% of the outstanding shares of our common stock entitled to vote at the Annual Meeting is required for the approval of Item 4B. Abstentions and broker “non-votes” will have the same effect as a vote “against” this matter.
If shareholders approve the Supermajority Elimination Amendment by the requisite vote, the Supermajority Elimination Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we will file promptly following the Annual Meeting.
If shareholders do not approve the Supermajority Elimination Amendment by the requisite vote, the Certificate of Amendment setting forth the Supermajority Elimination Amendment will not be filed with the Secretary of State of the State of Delaware and the Supermajority Voting Requirements will remain in the Charter.
Board Recommendation
Items 4A-4C: Approval of Amendments to Our Charter | The Charter Updating Amendments
Item 4C:
Approval of Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions
The Board has unanimously adopted and declared advisable, and recommends that our shareholders approve, amendments to several provisions (the “Charter Updating Amendments”) of our Charter to eliminate provisions that are no longer applicable and make other technical revisions.
The Charter Updating Amendments
Currently, our Charter contains several provisions related to PNC’s former investment in the Company and related to the PNC Stockholder Agreement that are no longer applicable. The Charter Updating Amendments would delete references to the Stockholder Agreement and the “Significant Stockholder” throughout the Charter as well as eliminate Article Ninth in its entirety, which relates to “Significant Stockholders,” corporate opportunity and the relationship between the Company and PNC.
In addition, the Charter Updating Amendments would make certain other technical revisions, including:
Deleting defined terms that are no longer applicable;
Deleting a reference to the Company’s previously classified Board (Article Sixth, Sections C and D); and
Renumbering Articles and sections in light of various deletions.
The text of the Charter Updating Amendments, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Annex E. This summary of the Charter Updating Amendments is qualified in its entirety by reference to Annex E.
Required Vote and Impact of Vote
The affirmative vote of at least 80% of the outstanding shares of our common stock entitled to vote at the Annual Meeting is required for the approval of Item 4C. This is because the Charter Updating Amendments include amendments to Articles Ninth and Twelfth, which currently are subject to the 80% Supermajority Vote Requirement described under Item 4B. Abstentions and broker “non-votes,” if any, will have the same effect as a vote “against” this matter.
If shareholders approve the Charter Updating Amendments by the requisite vote, the Charter Updating Amendments will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we will file promptly following the Annual Meeting.
If shareholders do not approve the Charter Updating Amendments by the requisite vote, the Certificate of Amendment setting forth the Charter Updating Amendments will not be filed with the Secretary of State of the State of Delaware and the certain inapplicable provisions will remain in the Charter and the other technical revisions will not be made to the Charter.
Board Recommendation
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Shareholder Proposal –
Production of a Report on the
“Statement on the Purpose of a
Corporation”
Fortunat & Shoshana Mueller, the holder of 17 shares of common stockAdopt Stewardship Policies Designed to Curtail Corporate Activities that Externalize Social 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 is co-sponsored by NJ Blessing Decd Tr Mar Rev GST EX (S):
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 serve all stakeholders including employees, customers, supply chain, communities where we operate, and shareholders.
The CEO has made other public statements underscoring the importance of a company’s public purpose. In his 2020 annual letter to CEOs Larry Fink wrote:
The importance of serving stakeholders and embracing purpose is becoming increasingly central to the way that companies understand their role in society . . . a company cannot achieve long-term profits without embracing purpose and considering the needs of a broad range of stakeholders . . . . Ultimately, purpose is the engine of long-term profitability.1
BlackRock’s existing governance documents evolved in an environment of shareholder primacy. While the Statement may be beneficial to associate with our brand, the Statement as company policy may conflict with Delaware law and/or be interpreted as greenwashing or puffery unless integrated into Company governance documents, including bylaws, Articles of Incorporation, and/or Committee Charters.
The Company’s actions and policies should also integrate with the Statement. The Company currently engages in various actions that appear to contradict the Statement. As an example related to climate:
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Although the Statement of Purpose implies accountability to stakeholders, without clear mechanisms in place to implement the Purpose, this broadened standard could reduceaccountability to shareholders while providing accountability to none.
Be it resolved: Shareholders request our Board prepare a report based on a review of the BRT Statement of the New Purpose of a Corporation, 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, if at all, to fully implement the New Statement of Purpose.
Supporting Statement
Implementation may include, at Board discretion, actions including amending the bylaws or articles of incorporation to integrate the new “Purpose;” linking related goals or metrics to executive or board compensation; providing for representation of stakeholders in governance of our Company.
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Item 5: Shareholder Proposal – Production of a Report on the “Statement on the Purpose of a Corporation” | The Board of Directors’ Statement in Opposition
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Item 5: Shareholder Proposal – Production of a Report on the “Statement on the Purpose of a Corporation” | The Board of Directors’ Statement in Opposition
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Board Recommendation
Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit CorporationEnvironmental Costs
James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, the holder of 25 shares of common stock,represented by The Shareholder Commons, P.O. Box 7545, Wilmington, Delaware 19803, has advised us that he intends to introduce the following resolution:
ITEM 6 – Public Benefit Corporation Request4: Report on Asset Management Policies and Diversified Investors
RESOLVED: Shareholders request our Board of Directors take steps necessary to amend our certificate of incorporation and, if necessary, bylaws (including presenting such amendmentsRESOLVED, shareholders ask that, to the shareholders for approval)extent practicable, consistent with fiduciary duties, and otherwise legally and contractually permissible, the Company adopt stewardship practices designed to become a public benefit corporation (a “PBC”).curtail corporate activities that externalize social and environmental costs that are likely to decrease the returns of portfolios that are diversified in accordance with portfolio theory, even if such curtailment could decrease returns at the externalizing company.
Supporting Statement
TheOur Company signedis the Business Roundtable Statementworld’s largest asset manager, with close to $10 trillion in assets under management, primarily weighted toward indexed strategies. In line with portfolio theory, most of its clients are likely to be broadly diversified.1
Overall return of the financial markets (“beta”) is the primary determinant of diversified investors’ return. Beta itself relies on a healthy economy, which in turn relies on healthy social and environmental systems. But those systems are at risk from corporate practices that reduce the Purposevalue of the economy by externalizing social and environmental costs. In short, a Corporation (the “Statement”),company’s externalities harm its diversified shareholders, even if they do not harm the company itself.12 which proclaims, “we share a fundamental commitment
Given its market position, BlackRock’s stewardship activities—engaging with portfolio companies and voting their shares—could significantly improve beta by discouraging corporate practices that externalize costs. This would increase the portfolio value of BlackRock’s clients, and also increase the value of the assets it manages, thereby improving the returns of both its clients and shareholders.
However, BlackRock’s social and environmental stewardship only focuses on improving individual company performance. BlackRock commits to all of our stakeholders. . . .We commitengagement “that supports companies[’]… efforts to deliverdeliver… value to all of them, for the future success of our companies, our communities and our country.”
However, the Company is a conventional Delaware corporation, so that directors’ duties emphasize shareholders, not stakeholders (except to the extent they create value for shareholders). As one law firm reported to another signatory, directors of a conventional corporation may consider stakeholder interests only if “any decisions made with respect to such stakeholders are in the best interests of the corporation and its stockholders.shareholders.”23 In contrast, directorsthe Company’s stewardship policy does not address practices of a PBC must “balance” the interests of shareholders, stakeholders, and a specified benefit,3 giving legal status to the Statement’s otherwise empty promise.
This distinction is critical. A recent study determinedcompany that listed companies create annual social and environmental costs of $2.2 trillion.4 These costs have many sources, including pollution, climate change and employee stress.5 A company required to balance stakeholder interests could prioritize lowering these costs, even if doing so sacrificed higher return.
These costs matter to our shareholders, the vast majority of whom are diversified. Indeed, as of September 2020, the Company itself, along with Vanguard and State Street, each of whom provides broadly diversified investment products, own almost 20% of the Company’s shares. Diversified shareholders suffer when companies follow Delaware’s “shareholder primacy” model and harm the global economy because the relationship between GDP and the value of a diversified portfolio is positively correlated over time.6 While the Company may profit by ignoring costsunless those practices also harm that it can externalize, its diversified shareholders ultimately internalize them and may prefer different governance.company’s financial performance.
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| (3) | https://www.blackrock.com/corporate/literature/fact-sheet/blk-responsible-investment-engprinciples-global- summary.pdf. |
| BLACKROCK, INC. |
Item 6:4: Shareholder Proposal – Public Benefit Corporation | The Board of Directors’ Statement in OppositionAdopt Stewardship Policies Designed to Curtail Corporate Activities that Externalize Social and Environmental Costs
Indeed, BlackRock says expressly that it does “not tell management what to do.”4This issueappears to be the case even if doing so were necessary to protect commonly shared social and environmental resources from exploitation. Similarly, BlackRock asks companies to have business plans “aligned” with a net-zero economy and to be “resilient” in a scenario where warming is especially cogent forlimited to 1.5 degrees Celsius,5 but such standards focus on the Company, an investment manager with more than $7 trillion under management, heavily weighted towards indexed strategies. Its first focus as a steward of these assets should be protectionability of the systemscompany to operate successfully in a world that support all of theis addressing climate change. In contrast, there is no BlackRock policy requiring companies it its diversified portfolios.
Shareholdersdo their part to ensure those goals are entitled to vote on a governance changemet: that would serve their interestsbe telling management “what to do.”
Stewardship policies designed to directly support the health of social and ensure the commitment made to stakeholders in the Statement is authentic and lasting – and that the Company’s corporate governance is aligned withenvironmental systems would promote the interests of its clients.the BlackRock’s clients and shareholders.
Please vote for: Public Benefit Corporation RequestReport on Asset Management Policies and Diversified Investors – Proposal 64
| (4) |
https://www.blackrock.com/corporate/literature/publication/blk-commentary-engagement-on-natural-capital.pdf. |
| (5) |
Supra, n.2 |
Board Recommendation
| BLACKROCK, INC. |
Item 4: Shareholder Proposal – Adopt Stewardship Policies Designed to Curtail Corporate Activities that Externalize Social and Environmental Costs
The Board of Directors’ Statement in Opposition |
The Board has considered the proposal and believes that, for the reasons described below, the proposal is not in the best interests of BlackRock and our shareholders. As an asset manager, BlackRock is a fiduciary with a duty to act in the best interests of its clients. And as a fiduciary, we are required to place our clients’ interests before our own interests or the interests of others. Investment stewardship is an important part of how BlackRock carries out its fiduciary duty as an asset manager. We use our voice as an investor to promote sound corporate governance and business practices to help maximize shareholder value for our clients, the vast majority of whom are investing for long-term goals. BlackRock Investment Stewardship (“BIS”) does this through engagement with companies’ management teams and/or board members on material business issues, including but not limited to ESG matters and, for those clients who have given us authority, through voting proxies in their best long-term economic interests. BIS also participates in public dialogue to help shape global and industry standards with the goal of supporting a policy framework consistent with our clients’ interests as long-term shareholders. By asking the Company to adopt stewardship practices “designed to curtail corporate activities that externalize social and environmental costs . . . even if such curtailment could decrease returns at the externalizing company,” the proposal is asking BlackRock to take actions potentially at odds with some clients’ stated investment objectives and our fiduciary duties. Specifically, the proponent wants BlackRock to adopt stewardship policies with the goal of “directly support[ing] the health of social and environmental systems,” rather than focusing on individual companies. In our view, shifting BIS’ policies to examine macroeconomic systems in order to benefit “diversified shareholders” would be inconsistent with our responsibility to our clients, and our legal duties, and create legal risks for BlackRock and our shareholders. The proponent’s representatives are aware of this, and their website advocates for changes to the laws relating to fiduciary duties to enable asset managers to support the goals set forth in this proposal. Moreover, the proponent suggests that BlackRock should “tell management what to do.” This could limit the availability of various regulatory passivity exemptions that are in the best interests of our clients; it would also increase legal and administrative costs to BlackRock. Our conviction at BlackRock is that companies perform better when they are deliberate about their role in society and act in the interests of their employees, customers, communities, and their shareholders. Put differently, we believe that companies that create value for their full range of stakeholders are better placed to deliver long-term value for their shareholders, and this principle of stakeholder capitalism is already reflected in our stewardship guidelines. Moreover, our existing stewardship policies and practices already address environmental and social risks, within the confines of our legal duties to our clients, and in a manner which we believe is better suited to achieve our clients’ goals. BlackRock’s stewardship practices and voting policies are based on BIS’ deep experience engaging with companies and voting on matters at shareholder meetings and reflect the corporate governance standards that we believe support long-term value creation for our clients. However, the proposal ignores this and intends to supplant the judgment of BlackRock’s management by insisting that the requested stewardship policies would promote the interests of BlackRock’s clients and shareholders. In reality, the proposal would interfere with BIS’ case-by-case application of our stewardship policies, which considers individual company circumstances. Additionally, while most of our clients have delegated proxy voting authority to BIS, we see a growing interest among investors in public company corporate governance. Earlier this year, we announced that we are working to expand the opportunity for institutional clients to participate in proxy voting decisions where legally and operationally viable. Accordingly, we are empowering clients who would like to vote their holdings in a manner consistent with the views of the proponent to exercise their choice and vote proxies themselves. Therefore, the Board recommends that our shareholders vote AGAINST this proposal. |
Board Recommendation
The Board of Directors unanimously recommends that you vote “AGAINST” this proposal. |
| 98 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Questions and Answers About the Annual Meeting and Voting
Who is entitled to vote?
Holders of record of BlackRock common stock at the close of business on March 29, 202128, 2022 are entitled to receive notice and to vote their shares of BlackRock common stock at the Annual Meeting. As of March 29, 2021, [●]28, 2022, 151,725,638 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 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 visiting www.virtualshareholdermeeting.com/BLK2021BLK2022 and entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
How can I attend and vote at the Annual Meeting?
In light of ongoing considerations relating to the COVID-19 pandemic, theThe Annual Meeting will be held virtually; you will not be able to attend the Annual Meeting in person.
You are entitled to virtually participate in the Annual Meeting if you were a shareholder as of the close of business on the record date, March 29, 2021,28, 2022, 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, visit www.virtualshareholdermeeting.com/BLK2021. 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.
Technology Support for the Annual Meeting: We encourage you to access the Annual Meeting before it begins. You may login approximately fifteen minutes before the meeting start time. If you have difficulty accessing the Annual Meeting, please contact the technical support number that will be posted at www.virtualshareholdermeeting.com/BLK2021. Technicians will be available to assist you.
Attending the Annual Meeting To attend the Annual Meeting, visit www.virtualshareholdermeeting. com/BLK2022. 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. | Technology Support for the Annual Meeting We encourage you to access the Annual Meeting before it begins. You may login approximately fifteen minutes before the meeting start time. If you have difficulty accessing the Annual Meeting, please contact the technical support number that will be posted at www. virtualshareholdermeeting.com/BLK2022. 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?” on page 100.
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 determined to enhance shareholder access, participation and communication by providing shareholders the ability to submit questions in advance of and during the meeting.
Submitting questions in advance of the Annual Meeting. You may submit a question in advance of the meeting at www.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.
Submitting questions during the Annual Meeting. Questions may be submitted during the Annual Meeting by accessing the virtual meeting platform at www.virtualshareholdermeeting.com/BLK2021BLK2022 with your control number and following the instructions to submit a question.
During the Q&A session of the Annual Meeting, we will address as many questions that comply with our rules of conduct and are submitted online by shareholders as time permits. Our rules of conduct will be made available on the virtual meeting platform and on our Investor Relations website. Questions that are substantially similar may be grouped and answered once to avoid repetition. To allow us to respond to as many questions as possible in the allotted time, we may limit each shareholder to one question. We will also post a transcript of the Annual Meeting to our Investor Relations website following the meeting.
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Annual Meeting Information | Questions and Answers aboutAbout the Annual Meeting and Voting
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 | |
| Submitting a Proxy via the Internet: You can submit a proxy via the internet until 11:59 p.m. Eastern Time on May | |
| 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 | |
By casting your vote in any of the three ways listed above, you are authorizing the individuals named in the proxy to vote your shares in accordance with your instructions. 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 at www.virtualshareholdermeeting.com/BLK2021BLK2022.
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, 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:
For shares held beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or nominee by 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 virtually attending the Annual Meeting 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 broker non-vote or abstention?
Abstentions and broker “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, approval ofand the amendments to our Charter to provideshareholder proposal are not deemed “routine” by
| 100 | BLACKROCK, INC. |
Annual Meeting Information | Questions and Answers about the Annual Meeting and VotingImportant Additional Information
shareholders with the right to call a special meeting and to eliminate certain supermajority vote requirements, as well as the shareholder proposals 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 and the amendments to our Charter to eliminate certain provisions that are no longer applicable and make certain other technical revisions areis deemed a “routine” mattersmatter 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 1617 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.
The affirmative vote of 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 20212022 fiscal year, and Items 5 and 6,Item 4, the approval of the shareholder proposals.proposal. Abstentions will be treated as a vote “against” and “broker non-votes,” if any, will have no effect on such matters.
The proposals to amend our Charter are subject to the following different approval requirements:
Item 4A, to provide shareholders with the right to call a special meeting, requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting;
Item 4B, to eliminate certain supermajority vote requirements, requires the affirmative vote of at least 75% of the outstanding shares of our common stock entitled to vote at the Annual Meeting; and
Item 4C, to eliminate certain provisions that are no longer applicable and make certain other technical revisions, requires the affirmative vote of at least 80% of the outstanding shares of our common stock entitled to vote at the Annual Meeting.
For each of these, abstentions and “broker non-votes,” if any, will have the same effect as a vote “against” the matter.
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 a Form 8-K filed within four business days of the Annual Meeting.
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,” 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 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 20212022 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.
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Annual Meeting Information | Important Additional Information
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.
| BLACKROCK, INC. 2022 PROXY STATEMENT | 101 |
Annual Meeting Information | Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders
Available Information
BlackRock makes available free of charge through its website at http://ir.blackrock.com, under the headings “Financials / SEC Filings,” its Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-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 a copy of the foregoing documents without charge to each shareholder upon written request, a copy of BlackRock’s Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and form of proxy and all amendments to those reports.request.
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 at www.sec.gov. The Annual Report on Form 10-K for the year ended December 31, 20202021 is not part of the proxy solicitation materials.
How to Sign up for Electronic Delivery
It is simple and easy to receive future annual meeting materials electronically. To sign up for electronic delivery:
If your shares are registered in your name, please visit www.proxyvote.com and follow the instructions.
If your shares are held in the name of a broker, bank or other nominee, please contact them for instructions on how to sign up for electronic delivery.
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 20222023 Annual Meeting of Shareholders must submit their proposals to BlackRock’s Corporate Secretary on or before December [●], 2021.15, 2022.
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 20222023 Annual Meeting of Shareholders must be received no later than December [●], 202115, 2022 and no earlier than November [●], 2021.15, 2022.
Other Proposals and Nominations
Apart from Exchange Act Rule 14a-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 20222023 Annual 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.
| 102 | BLACKROCK, INC. 2022 PROXY STATEMENT |
Annual Meeting Information | Other Matters
Assuming that our 20222023 Annual Meeting of Shareholders is held within 25 days of the anniversary of the Annual Meeting, we must receive notice of your intention to introduce a nomination or other item of business at the 20222023 Annual Meeting of Shareholders by December [●], 202115, 2022 and no earlier than November [●], 2021.
Annual Meeting Information | Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders
15, 2022.
Additional Requirements
Under our Bylaws, any notice of proposed business must include a description of and the reasons for bringing the 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 at www.sec.gov.
Address to Submit Proposals and Nominations
Proxy 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, 40 East 52nd Street, New York, NY 10022.
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
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Non-GAAP Financial Measures
BlackRock reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”); however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Management reviews non-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 uses non-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 such non-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 and non-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.
Beginning in the first quarter of 2022, BlackRock updated the definitions of operating income, as adjusted, operating margin, as adjusted, and net income attributable to BlackRock, Inc., as adjusted, to include adjustments related to amortization of intangible assets, other acquisition-related costs, including compensation costs for non-recurring retention-related deferred compensation awards, and contingent consideration fair value adjustments incurred in connection with certain acquisitions. The presentation of such updated measures, and their reconciliation to operating income, GAAP basis, operating margin, GAAP basis, and net income attributable to BlackRock, Inc., GAAP basis for the years ended December 31, 2020 and 2021 has been included in BlackRock’s earnings release for the three months ended March 31, 2022, which was furnished with BlackRock’s current report on Form 8-K on April 13, 2022 and is not reflected in the reconciliation below.
Computations for all periods are derived from the consolidated statements of income as follows:
(1) Operating income, as adjusted, and operating margin, as adjusted:
(in millions) | 2020 | 2019 | 2018 | 2021 | 2020 | 2019 | ||||||||||||||||||
Operating income, GAAP basis | $ 5,695 | $5,551 | $5,457 | $7,450 | $ 5,695 | $5,551 | ||||||||||||||||||
Non-GAAP expense adjustments: | ||||||||||||||||||||||||
Lease cost – Hudson Yards | 28 | — | — | |||||||||||||||||||||
Charitable Contribution(1) | 589 | — | — | — | 589 | — | ||||||||||||||||||
Restructuring charge | — | — | 60 | |||||||||||||||||||||
PNC LTIP funding obligation | — | — | 14 | |||||||||||||||||||||
Operating income, as adjusted | 6,284 | 5,551 | 5,531 | $7,478 | 6,284 | 5,551 | ||||||||||||||||||
Product launch costs and commissions | 172 | 61 | 13 | 284 | 172 | 61 | ||||||||||||||||||
Operating income used for operating margin measurement | $ 6,456 | $5,612 | $5,544 | $7,762 | $ 6,456 | $5,612 | ||||||||||||||||||
Revenue, GAAP basis | $16,205 | $14,539 | $14,198 | $19,374 | $16,205 | $14,539 | ||||||||||||||||||
Non-GAAP adjustments: | ||||||||||||||||||||||||
Distribution fees | (1,131) | (1,069) | (1,155) | (1,521) | (1,131) | (1,069) | ||||||||||||||||||
Investment advisory fees | (704) | (616) | (520) | (679) | (704) | (616) | ||||||||||||||||||
Revenue used for operating margin measurement | 14,370 | $12,854 | $12,523 | $17,174 | $14,370 | $12,854 | ||||||||||||||||||
Operating margin, GAAP basis | 35.1% | 38.2% | 38.4% | 38.5% | 35.1% | 38.2% | ||||||||||||||||||
Operating margin, as adjusted | 44.9% | 43.7% | 44.3% | 45.2% | 44.9% | 43.7% | ||||||||||||||||||
| (1) | On February 13, 2020, BlackRock announced the establishment of The BlackRock Foundation (the “Foundation”) and the contribution of its remaining 20% stake in PennyMac Financial Services, Inc. to the Foundation and the BlackRock Charitable Fund, which BlackRock established in 2013 (together, the “Charitable Contribution”). The Charitable Contribution resulted in an operating expense of $589 million, which was offset by a $122 million noncash, nonoperating pre-tax gain on the contributed shares and a tax benefit of $241 million in the consolidated statement of income for the year ended December 31, 2020. The Charitable Contribution provides long-term funding for BlackRock’s philanthropic investments and partnerships. The general and administration expense, nonoperating gain and associated tax benefit related to the Charitable Contribution have been excluded from as adjusted results. |
| BLACKROCK, INC. 2022 PROXY STATEMENT | A-1 |
Annex A: Non-GAAP Reconciliation | Non-GAAP Financial Measures
Management believes operating income, as adjusted, and 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.
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Annex A: Non-GAAP Reconciliation | Non-GAAP Financial Measures
Operating income, as adjusted, includes non-GAAP expense adjustments. In 2021, the Company recorded expense related to the Lease cost – Hudson Yards. While the Company expects to begin to occupy the new office space in late 2022 (and begin cash lease payments in May 2023), the Company is required to record lease expense from August 2021 because it obtained access to the building to begin its tenant improvements. As a result, the Company is recognizing lease expense for both its current and future headquarters until its current headquarters lease expires in April 2023. Management believes removing the Lease cost – Hudson Yards when calculating operating income, as adjusted, is useful to assess its financial performance and enhances comparability among periods presented. In 2020, the Charitable Contribution expense of $589 million has been excluded from operating income, as adjusted, due to its nonrecurring nature. In 2018, 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. In 2018, 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.
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, is 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. For certain products, based on distinct arrangements, distribution fees are collected by the Company and then passed-throughpassed through to third-party client intermediaries. For other products, investment advisory fees are collected by the Company and a portion is passed-throughpassed 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 distribution and investment advisory fees fluctuates each period primarily based on a 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) Net income attributable to BlackRock, Inc., as adjusted:
(in millions, except per share data) | 2020 | 2019 | 2018 | |||||||||
Net income attributable to BlackRock, Inc., GAAP basis | $4,932 | $4,476 | $4,305 | |||||||||
Non-GAAP adjustments: | ||||||||||||
Charitable Contribution, net of tax | 226 | — | — | |||||||||
Restructuring charge, net of tax | — | — | 47 | |||||||||
PNC LTIP funding obligation, net of tax | — | — | 12 | |||||||||
Income tax matters | 79 | 8 | (3) | |||||||||
Net income attributable to BlackRock, Inc., as adjusted | $5,237 | $4,484 | $4,361 | |||||||||
Diluted weighted-average common shares outstanding(1) | 154.8 | 157.5 | 161.9 | |||||||||
Diluted earnings per common share, GAAP basis(1) | $31.85 | $28.43 | $26.58 | |||||||||
Diluted earnings per common share, as adjusted(1) | $33.82 | $28.48 | $26.93 | |||||||||
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(in millions, except per share data) | 2021 | 2020 | 2019 | |||||||||
Net income attributable to BlackRock, Inc., GAAP basis | $5,901 | $4,932 | $4,476 | |||||||||
Non-GAAP adjustments: | ||||||||||||
Lease cost - Hudson Yards, net of tax | 22 | — | — | |||||||||
Charitable Contribution, net of tax | — | 226 | — | |||||||||
Income tax matters | 126 | 79 | 8 | |||||||||
Net income attributable to BlackRock, Inc., as adjusted | $6,049 | $5,237 | $4,484 | |||||||||
Diluted weighted-average common shares outstanding | 154.4 | 154.8 | 157.5 | |||||||||
Diluted earnings per common share, GAAP basis | $38.22 | $31.85 | $28.43 | |||||||||
Diluted earnings per common share, as adjusted | $39.18 | $33.82 | $28.48 | |||||||||
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 discussionnote (1) above regarding operating income, as adjusted, and operating margin, as adjusted, for information on the Lease cost – Hudson Yards and the Charitable Contribution, PNC LTIP funding obligation and restructuring charge.Contribution.
In 2020, a discrete tax benefit of $241 million was recognized in connection with the Charitable Contribution. The discrete tax benefit has been excluded from as adjusted results due to the non-recurringnonrecurring nature of the Charitable Contribution. AmountsThe amounts for 2021 and 2020 income tax matters represent net noncash (benefits) expense primarily associated with the revaluation of certain deferred tax liabilities related to intangible assetsincluded $126 million and goodwill as a result of tax rate changes. The amount for 2020 included a $79 million, respectively, of net noncash expense related to the impact of legislation enacted in the United Kingdom increasing its corporate tax rate and state and local income tax changes. These 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. In 2018, the non-GAAP adjustment related to the restructuring charge and PNC LTIP funding obligation was tax effected at the respective blended rates applicable to the adjustments.
Per share amounts reflect net income attributable to BlackRock, Inc., as adjusted divided by diluted weighted-average common shares outstanding.
| A-2 | BLACKROCK, INC. 2022 PROXY STATEMENT |
BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK, NEW YORK 10055 |  | |
VOTE BY INTERNET Before The Meeting - Go towww.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 towww.virtualshareholdermeeting.com/BLK2022 | ||
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:
D75188-P65128 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BLACKROCK, INC. | ||||||||||||
Description of PNC Stockholder Agreement
PNC Stockholder Agreement
Until May 15, 2020, BlackRock was a party to the PNC Stockholder Agreement, which governed PNC’s ownership interests in and relationship with BlackRock. As noted below under “Termination of the PNC Stockholder Agreement,” the PNC Stockholder Agreement terminated upon consummation of the secondary offering because PNC’s ownership of BlackRock capital stock fell below 5%.
The following table describes certain key provisions of the PNC Stockholder Agreement prior to its termination.
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Annex B: Description of PNC Stockholder Agreement
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Annex B: Description of PNC Stockholder Agreement
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How We Review, Approve or Ratify Transactions with Related Persons – PNC Approval Process
Transactions (other than transactions in the ordinary course of business) with PNC were governed by the special approval procedures detailed in the PNC Stockholder Agreement. Those approval procedures prohibited 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 had been approved by a majority of the directors of BlackRock, excluding those designated for appointment by the party wishing to enter into the transaction. Mr. Demchak, who served on our Board until May 15, 2020 and resigned in connection with the secondary offering, was designated by PNC.
Prior to the adoption of this policy, related person transactions, including certain of the transactions described under “Certain Relationships and Related Transactions – PNC and its Subsidiaries” and “PNC Stockholder Agreement” above, were reviewed with the Board at the time of entering into such transactions. As a result of the secondary offering and the Company’s share repurchase, PNC exited its entire ownership position in the Company and is no longer a related party.
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Amendment to Our Charter to
Provide Shareholders the Right
to Call Special Meetings – Item 4A
The proposed amendments to our Charter to provide shareholders with the right to call a special meeting are as follows:
Amended and Restated Certificate of Incorporation
Article FIFTH, Section A would be amended and restated to read in its entirety as follows:
FIFTH: A. Stockholder Meetings.
(1) Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. An annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may come before the meeting shall be held at such time and place as shall be determined in accordance with the Bylaws. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws.
(2) Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or distributions upon liquidation, special meetings of stockholders of the Corporation of any class or series for any purpose or purposes may be called only by:
(a) the Chairman of the Board of Directors;
(b) the President of the Corporation;
(c) a majority of the Board of Directors; or
(d) any committee of the Board of Directors the powers and authority of which include the power and authority to call such meetings.; or
(e) the Chairman of the Board of Directors, the President or the Corporate Secretary of the Corporation upon a written request of one or more record holders of shares of stock of the Corporation representing ownership of not less than 15 percent of the voting power of all outstanding shares of stock in the Corporation, which request complies with the procedures for calling a special meeting of stockholders as set forth in the Bylaws, as may be amended from time to time.
Amendment to Our Charter to
Eliminate Supermajority Voting Requirements – Item 4B
The proposed amendments to our Charter to eliminate the supermajority voting requirement to amend the Charter are as follows:
Amended and Restated Certificate of Incorporation
Article THIRTEENTH would be amended and restated to read in its entirety as follows:
THIRTEENTHTWELFTH:
A. General Right to Amend Certificate of Incorporation.
(1)Subject to the provisions of any Stockholder Agreement, theThe Corporation hereby reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add thereto any other provision authorized by the laws of the state of Delaware at the time in force, and except as may otherwise be explicitly provided by any provision of this Certificate of Incorporation, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or officers of the Corporation or any other person whomsoever by and pursuant to this Certificate of Incorporation in its present form, or as hereafter amended, are granted subject to the right reserved in this paragraph (A)(1).
(2) Subject to theprovisions of paragraph (B) below, the provisions of any Stockholder Agreement and therights of the holders of Preferred Stock, the provisions of this Certificate of Incorporation may only be altered, amended or repealed, and any inconsistent provision adopted, with such action (if any) of the Board of Directors as is provided by law, and in addition to any other vote of stockholders (if any) required by law, and notwithstanding that a lower vote (or a no vote) of stockholders otherwise would be required, by the approval of at least a majority of the voting power of all Voting Stock; provided, however, that the provisions of Articles Ninth and Twelfth may be amended only with the approval of at least eight percent (80%) of the voting power of all Voting Stock.
B.Amendment of this Article.Subject to the provisions of any Stockholder Agreement, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all Voting Stock shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article Thirteenth.
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1a. Bader M. Alsaad | ☐ | ☐ | ☐ | |||||||||
Amendments to Our Charter to
Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C
The proposed amendments to our Charter to eliminate certain provisions that are no longer applicable and make certain other technical revisions are as follows:
Amended and Restated Certificate of Incorporation
Article FOURTH, section C would be amended and restated to read in its entirety as follows:
C. Common Stock.
(1)For so long as any Stockholder Agreement shall remain in effect, the Corporation shall recognize the restrictions on transfer contained therein with respect to the parties thereto;provided that in connection with any transfer of any stock of the Corporation pursuant to or as permitted by the Stockholder Agreement, or in connection with the making of any determination referred to therein:
(a)the Corporation shall be under no obligation to make any investigation of facts unless an officer, employee or agent of the Corporation responsible for making such transfer or determination has substantial reason to believe, or unless the Board of Directors (or a committee of the Board of Directors designated for the purpose) determines that there is substantial reason to believe, that any affidavit or other document is incomplete or incorrect in a material respect or that an investigation would disclose facts upon which any determination should be made, in either of which events the Corporation shall make or cause to be made such investigation as it may deem necessary or desirable in the circumstances and have a reasonable time to complete such investigation; and
(b)neither the Corporation nor any director, officer, employee or agent of the Corporation shall be liable in any manner for any action taken or omitted in good faith.
(2) No stockholder shall be entitled to exercise any right of cumulative voting.
Article SIXTH would be amended and restated to read in its entirety as follows:
SIXTH:A. Powers of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall be constituted as provided in this Article and as provided by law.
B. Number of Directors.The Board of Directors shall initially consist of 17 directors, whichSubject to the rights of holders of Preferred Stock, the number of directorsmay be increased or decreasedshall be fixed from time to timepursuant to aby resolution adopted by the affirmative vote of a majority of the entire Board of Directors, subject to the provisions of the Bylaws and any Stockholder Agreementthen in office.
C. Election and Term.A director shall be elected to hold office until the expiration of the term for which such person is elected, and until such person’s successor shall be duly elected and qualified. Commencing at the annual meeting of stockholders that is held in calendar year 2013 (the“2013 Annual Meeting”), theThe directors of the Corporation shall be elected annuallyfor terms of one year, except that any director in office at the 2013 Annual Meeting whose term expires at the annual meeting of stockholders in calendar year 2014 or calendar year 2015 (a“Continuing Classified Director”) shall continue to hold office until the end of the term for whichsuchdirector was elected and until such director’s successor shall have been elected and qualified. Accordingly, at each annual
Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C
meeting of stockholders after the terms of all Continuing Classified Directors have expired, all directors shall be electedfor terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. Any vacancies created in the Board of Directors through and increase in the number of directors or otherwise may be filled in accordance with the Bylaws of the Corporation and the applicable laws of the State of Delaware.
D. Removal of Directors. Except as may be provided in a resolution or resolutions providing for any class or series of Preferred Stock with respect to any directors elected by the holders of such class or series, any director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the votes of capital stock then entitled to vote in the election of directors at a meeting of stockholders called for that purpose, except that Continuing Classified Directors and any director appointed to fill a vacancy of any Continuing Classified Director may be removed only for cause.
E. Meetings of the Board of Directors. Meetings of the Board of Directors may be held within or without the State of Delaware, as the Bylaws may provide.
F. Quorum; Required Vote.
G.Except as otherwise provided by law or any Stockholder Agreement, but only until the termination of such Stockholder Agreement in accordance with its terms:
(1) at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and
(2) the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.
Article NINTH would be deleted in its entirety and currently reads as follows:1
NINTH:A. Certain Acknowledgments. The provisions of this Article Ninth shall regulate and define the conduct of certain of the business and affairs of the Corporation in relation to any Significant Stockholder and Affiliated Companies (as defined below in this Article Ninth) thereof, in recognition and anticipation that:
(1)one or moreSignificant Stockholder will be a significant stockholderof the Corporation;
(2)the directors, officers and/or employees of Significant Stockholders or of Affiliated Companies thereof may serve as directors of the Corporation;
(3)Significant Stockholders and the Affiliated Companies thereof engage, are expected to continue to engage, and may in the future engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities than overlap with or compete with those in which the Corporation, directly or indirectly, may engage;
(4)the Corporation and Affiliated Companies thereof will or may engage in material business transactions with a Significant Stockholder and Affiliated Companies thereof; and
(5)as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and duties of the Corporation, any Significant Stockholder and the Affiliated Companies of each, and the duties of any directors or officers of the Corporation who are also directors, officers or employees of the Significant Stockholder or Affiliated Companies thereof, be determined and delineated in respect of any agreements, arrangements or transactions between, or opportunities that may be suitable for both, the Corporation and Affiliated Companies thereof, on the one hand, and the Significant Stockholder and Affiliated Companies thereof, on the other hand.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Ninth.
The provisions of this Article Ninth are in addition to, and not in limitation of, the provisions of the DGCL and the other provisions of this Certificate of Incorporation. Any agreement, arrangement, transaction or business relationship which does not comply with the procedures set forth in this Article Ninth shall not by reason thereof be deemed void or voidable or result in any breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper personal benefit, but shall be governed by the provisions of this Certificate of Incorporation, the Bylaws, the DGCL and other applicable law.
B. Certain Agreements, Arrangements and Transactions Permitted; Certain Fiduciary Duties of Certain Stockholders, Directors and Officers. The Corporation may from time to time enter into and perform, and cause or permit any Affiliated Company of the Corporation to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements), arrangements or transactions with a Significant Stockholder or Affiliated Companies thereof pursuant to which the Corporation or an Affiliated Company thereof, on the one hand, and the Significant Stockholder or an Affiliated Company thereof, on the other hand, agree to or do engage in transactions of any kind or nature with each other or with Affiliated Companies thereof and/or agree to or do
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Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C
compete, or refrain from competing or limit or restrict their competition, with each other, including allocating and causing their respective directors, officers and employees (including any who are directors, officers or employees of both) to allocate opportunities between or to refer opportunities to each other. No such agreement, arrangement or transaction shall be considered void or voidable solely (i) due to the nature of the parties thereto or due to the existence of circumstances as described in paragraph (A) of this Article Ninth or (ii) because any one or more of the officers or directors of the Corporation who are also directors or officers of the Significant Stockholder or any Affiliated Companies thereof are present at or participate in the meeting of the Board of Directors or committee thereof which authorizes the agreement, arrangement or transaction, or solely because his or their votes are counted for such purpose. No such agreement, arrangement or transaction or the performance thereof by the Corporation or the Significant Stockholder or any Affiliated Company thereof shall be considered (i) contrary to any fiduciary duty or duty of loyalty that the Significant Stockholder or any Affiliated Company thereof may owe to the Corporation or any Affiliated Company thereof or to any stockholder or other owner of an equity interest in the Corporation by reason of the Significant Stockholder or any Affiliated Company thereof being a Significant Stockholder of the Corporation or participating in control of the Corporation or any Affiliated Company thereof or (ii) contrary to any fiduciary duty or duty of loyalty of any director or officer of the Corporation who is also a director, officer or employee of the Significant Stockholder or any Affiliated Company thereof to the Corporation or such Affiliated Company or any stockholder or other owner of an equity interest therein. In addition, with respect to any such agreement, arrangement or transaction, the directors and officers of the Corporation who are also directors and officers of the Significant Stockholder or any Affiliated Company thereof (i) shall have fully satisfied their fiduciary duties to the Corporation and the stockholders, (ii) shall be deemed to have acted in good faith and in a manner such persons reasonably believe to be in and not opposed to the best interests of the Corporation and (iii) shall be deemed not to have breached their duties of loyalty to the Corporation and its stockholders and not to have derived an improper personal benefit therefrom, if such agreement, arrangement or transaction shall have been approved in accordance with the terms of any Stockholder Agreement to which such Significant Stockholder is a party.
Neither a Significant Stockholder, as a stockholder of the Corporation, nor any Affiliated Company thereof, shall have or be under any fiduciary duty or duty of loyalty to refrain from entering into any agreement or participating in any agreement, arrangement or transaction that meets the requirements of this paragraph (B) and no director of the Corporation who is also a director, officer or employee of the Significant Stockholder or any Affiliated Company thereof shall have or be under any fiduciary duty or duty of loyalty to the Corporation to refrain from acting on behalf of the Corporation or any Affiliated Company thereof in respect of any such agreement, arrangement or transaction or performing any such agreement, arrangement or transaction in accordance with its terms. The failure of any agreement, arrangement or transaction between the Corporation or an Affiliated Company thereof, on the one hand, and the Significant Stockholder or an Affiliated Company thereof, on the other hand, to satisfy the requirements of this Article Ninth shall not, by itself, cause such agreement, arrangement or transaction to constitute any breach of any fiduciary duty or duty of loyalty to the Corporation or to any Affiliated Company thereof, or to any stockholder or other owner of an equity interest therein, by the Significant Stockholder or such Affiliated Company thereof or by any director or officer of the Corporation, the Significant Stockholder or any of their respective Affiliated Companies.
For purposes of this Article Ninth, any agreement, arrangement or transaction with any corporation, partnership, joint venture, association or other entity in which the Corporation owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar ownership interests, or with any officer or director thereof, shall be deemed to be an agreement, arrangement or transaction with the Corporation.
C. Corporate Opportunities.
(1) A Significant Stockholder and its Affiliated Companies shall have no fiduciary duty, duty of loyalty or other duty not to (i) engage in the same or similar activities or lines of business as the Corporation, (ii) do business with any client or customer of the Corporation or (iii) employ or otherwise engage any officer or employee of the Corporation, and none of the Significant Stockholder nor its Affiliated Companies nor any officer or director thereof shall be liable to the Corporation or its stockholders or other owner of an equity interest therein for breach of any fiduciary duty or duty of loyalty by reason of any such activities of the Significant Stockholder or any Affiliated Company thereof or of such person’s participation therein. In the event that a Significant Stockholder or any Affiliated Company thereof acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Significant Stockholder or any Affiliated Company thereof and the Corporation, neither the Significant Stockholder nor its Affiliated Companies nor any officer or director thereof (even if such officer or director is also an officer or director of the Corporation) shall have any duty to communicate or present such corporate opportunity to the Corporation and shall not be liable to the Corporation or its stockholders or other owner of an equity interest therein for breach of any fiduciary or duty of loyalty by reason of the fact that the Significant Stockholder or any Affiliated Company thereof pursues or acquires such corporate opportunity for itself or the Significant Stockholder or any of its Affiliated Companies or any officer or director thereof (even if such officer or director is also an officer or director of the Corporation) directs such corporate opportunity to another person or does not present such corporate opportunity to the Corporation.
(2) For the purposes of this Article Ninth, “corporate opportunities” shall include, but not be limited to, business opportunities which the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are ones in which the Corporation has an interest or a reasonable expectancy, and in which, by embracing the
Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C
opportunities, the self-interest of a Significant Stockholder or any Affiliated Company or its officers or directors, will be brought into conflict with that of the Corporation.
(3) If any agreement, arrangement or transaction between the Corporation and a Significant Stockholder and any Affiliated Company involves a corporate opportunity and is approved in accordance with the procedures set forth in paragraph (B) of this Article Ninth, the officers and directors of the Corporation, the Significant Stockholder and any Affiliated Company and their officers and directors shall (even if such officers and directors are also directors of the Corporation) also for the purposes of this Article Ninth and the other provisions of this Certificate of Incorporation and the provisions of the Bylaws (a) have fully satisfied and fulfilled their fiduciary duties to the Corporation and its stockholders or other owner of an equity interest therein, (b) be deemed to have acted in good faith and in a manner such persons reasonably believe to be in and not opposed to the best interests of the Corporation and (c) be deemed not to have breathed their duties of loyalty to the Corporation and its stockholders or other owner of an equity interest therein and not to have derived an improper personal benefit therefrom. Any such agreement, arrangement or transaction involving a corporate opportunity not so approved shall not by reason thereof result in any such breach of any fiduciary duty or duty of loyalty or failure to act in good faith or in the best interests of the Corporation or derivation of any improper personal benefit, but shall be governed by the other provisions of this Article Ninth, this Certificate of Incorporation, the Bylaws, the DGCL and other applicable law.
D. Modification.No alteration, amendment or repeal of any provision of this Article Ninth shall terminate the effect of such provisions or eliminate or reduce the effect of this Article Ninth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Ninth, would accrue or arise, prior to such alteration, amendment or repeal.
E. For purposes of this Article Ninth, “Affiliated Company” shall mean in respect of any Significant Stockholder any company which controls, is controlled by or is under common control with such Significant Stockholder (other than the Corporation and any company that is controlled by the Corporation) and in respect of the Corporation shall mean any company controlled by the Corporation.
Article TWELFTH would be amended and restated to read in its entirety as follows:
TWELFTHELEVENTH:Bylaw Amendments. The Bylaws of the Corporation may be adopted, consistent with law and the provisions of this Certificate of Incorporation (including any Preferred Stock Designation), and once adopted, any Bylaw may be altered or repealed by: (1) the affirmative vote of at least a majority of the members of the Board of Directors then in office, or (2) the affirmative vote of at least a majority of the voting power of the Voting Stock;provided that any adoption, alteration or repeal of a Bylaw by the Board of Directors, if such adoption, alteration or repeal would be inconsistent with the provisions of any Stockholder Agreement, shall require such approval, if any, as shall be required by the terms of such Stockholder Agreement..
Article FIFTEENTH would be amended and restated to read in its entirety as follows:
FIFTEENTHFOURTEENTH: For purposes of this Certificate of Incorporation, the following definitions shall apply:
(1) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that neither the Corporation nor any of its Controlled Affiliates shall be deemed to be a Subsidiary or Affiliate of any Person who is or becomes a party to a Stockholder Agreement solely by virtue of the Beneficial Ownership by such Person of Capital Stock, the election of Directors nominated by such Person to the Board, the election of any other Directors nominated by the Board or any other action taken by such Person which is expressly permitted under a Stockholder Agreement, in each case in accordance with the terms and conditions of, and subject to the limitations and restrictions set forth on such Person in, such Stockholder Agreement (and irrespective of the characteristics of the aforesaid relationships and actions under applicable law or accounting principles).
(2) “Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Commission under the Securities Exchange Act of 1934, as amended; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event will any Person who is or becomes a party to a Stockholder Agreement be deemed to Beneficially Own any securities which it has the right to acquire pursuant to any Stockholder Agreement unless, and then only to the extent that, it shall have actually exercised such right. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates (including as Affiliates for this purpose its officers and directors only to the extent they would be Affiliates solely by reason of their equity interest) or any Group of which such Person or any such Affiliate is or becomes a member; provided, however, that securities Beneficially Owned by any Person shall not include any Voting Securities or other securities held by such Person and its Controlled Affiliates in trust, managed, brokerage, custodial, nominee or other customer accounts; in trading, inventory, lending or similar accounts of such Person and Controlled Affiliates of such Personwhich are broker-dealers or otherwise engaged in the securities business; or in pooled investment vehicles sponsored, managed and/
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Annex E: Amendments to Our Charter to Eliminate Provisions that are No Longer Applicable and Make Other Technical Revisions – Item 4C
or advised or subadvised by such Person and its Controlled Affiliates except, if they Beneficially Own more than 25% of the ownership interests in a pooled investment vehicle, to the extent of their ownership interests therein;provided that in each case, such securities were acquired in the ordinary course of business of their securities business and not with the intent or purpose of influencing control of the Corporation or avoiding the provisions hereof or of any Stockholder Agreement. The term“Beneficially Own” shall have a correlative meaning.
(31) “Capital Stock” means any and all shares (however designated, whether voting or non-voting) of capital stock issued by the Corporation.
(4) “control”(including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means, or otherwise to control such Person within the meaning of such term as used in Rule 405 under the Securities Act of 1933, as amended. For purposes of this definition, a general partner or managing member of a Person shall always be considered to control such Person provided, however, that a Person shall not be treated as having any control over any collective investment vehicle to which it provides services unless it or an Affiliate has a proprietary economic interest exceeding 25% of the equity interest in such collective investment vehicle.
(5) “Controlled Affiliate” of any Person means a Person that is directly or indirectly controlled by such other Person.
(62) each reference to a “person” shall be deemed to include not only a natural person, but also a corporation, partnership, joint venture, association or legal entity of any kind; each reference to a “natural person” (or to a “record holder” of shares, if a natural person) shall be deemed to include, in his, her or its representative capacity, a guardian, committee, executor, administrator or other legal representative of such natural person or record holder;.
(7)“Significant Stockholder” shall mean a person who is a party to a Stockholder Agreement and who Beneficially Owns more than twenty percent (20%) of the Voting Stock.
(8)“Stockholder Agreement” shall mean any agreement to which the Corporation and a holder of Capital Stock is a party that is in effect on the date of issuance of the initial shares of Series A Participating Preferred Stock of the Corporation and that relates to the voting of shares of capital stock by such holder;
(9)“Subsidiary” shall mean, as to any person or entity, a corporation, part ownership, joint venture, association or other entity in which such person or entity beneficially owns (directly or indirectly) fifty percent (50%) or more of the Voting Stock or outstanding voting power, partnership interests or similar voting interests; and
(103) “Voting Stock” shall mean the then outstanding shares of Capital Stock of the Corporation entitled to vote generally on the election of directors and shall exclude any class or series of capital stock of the Corporation only entitled to vote in the event of dividend arrearages or any default under any provision of such series thereon, whether or not at the time of determination there are any such dividend arrearages or defaults.
1d. Beth Ford | ☐ | ☐ | ☐ | |||||||||
1e. William E. Ford | ☐ | ☐ | ☐ | |||||||||
1f. Fabrizio Freda | ☐ | ☐ | ☐ | |||||||||
1g. Murry S. Gerber | ☐ | ☐ | ☐ | |||||||||
1h. Margaret “Peggy” L. Johnson | ☐ | ☐ | ☐ | |||||||||
1i. Robert S. Kapito | ☐ | ☐ | ☐ | |||||||||
1j. Cheryl D. Mills | ☐ | ☐ | ☐ | |||||||||
1k. Gordon M. Nixon | ☐ | ☐ | ☐ | |||||||||
1l. Kristin C. Peck | ☐ | ☐ | ☐ | |||||||||
1m. Charles H. Robbins | ☐ | ☐ | ☐ | |||||||||
1n. Marco Antonio Slim Domit | ☐ | ☐ | ☐ | |||||||||
1o. Hans E. Vestberg | ☐ | ☐ | ☐ | |||||||||
1p. Susan L. Wagner | ☐ | ☐ | ☐ | |||||||||
1q. 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. | ||||||||||||
Mission Statement
on Sustainability
BlackRock’s purpose is to help more and more people experience financial well-being. We are committed to embedding sustainability across our business because we believe that integrating sustainability can help investors build more resilient portfolios and achieve better long-term, risk-adjusted returns. That is why we are making sustainability integral to the way we manage risk, generate alpha, build portfolios, pursue investment stewardship and operate our business.
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| 3. | Ratification of the appointment of Deloitte LLP as BlackRock’s independent registered public accounting firm for the fiscal year 2022. | ☐ | ☐ | ☐ | ||||||||||||
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| B. | Shareholder Proposal - The Board of | For | Against | Abstain | ||||||||||||
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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 Items 2 and 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. |
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BLACKROCK® BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK, NEW YORK 10055 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/BLK2021 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: D44328-P51545 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BLACKROCK, INC. A. The Board of Directors recommends a vote FOR all nominees listed in Item 1 and FOR Items 2, 3, 4a, 4b and 4c. 1. Election of Directors Nominees: For Against Abstain 1a. Bader M. Alsaad 1b. Pamela Daley 1c. Jessica P. Einhorn 1d. Laurence D. Fink 1e. William E. Ford 1f. Fabrizio Freda 1g. Murry S. Gerber 1h. Margaret “Peggy” L. Johnson 1i. Robert S. Kapito 1j. Cheryl D. Mills 1k. Gordon M. Nixon 1l. Charles H. Robbins 1m. Marco Antonio Slim Domit 1n. Hans E. Vestberg 1o. Susan L. Wagner 1p. 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. Signature [PLEASE SIGN WITHIN BOX] Date For Against Abstain 2. Approval, in 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 2021. 4. Approve amendments to BlackRock’s Amended and Restated Certificate of Incorporation to: 4a. Provide shareholders with the right to call a special meeting. 4b. Eliminate certain supermajority vote requirements. 4c. Eliminate certain provisions that are no longer applicable and make certain other technical revisions. B. Shareholder Proposals - The Board of Directors recommends a vote AGAINST Items 5 and 6. For Against Abstain 5. Shareholder Proposal – Production of a report on the “Statement on the Purpose of a Corporation.” 6. Shareholder Proposal – Amend Certificate of Incorporation to convert to a public benefit corporation. 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 Items 2, 3, 4a, 4b and 4c and AGAINST Items 5 and 6, and with respect to participants in the BlackRock, Inc. Retirement Savings Plan, in the manner required or permitted by the governing plan documents. Signature (Joint Owners) Date
BLACKROCK, INC. 20212022 ANNUAL MEETING OF SHAREHOLDERS
May 26, 2021 25, 2022
8:00 AM, EDT
www.virtualshareholdermeeting.com/BLK2021 BLK2022
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D44329-P51545 www.proxyvote.com.
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D75189-P65128
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 29, 2021,28, 2022, at the 20212022 Annual Meeting of Shareholders to be held on May 26, 2021,25, 2022, beginning at 8:00 AM, EDT, at www.virtualshareholdermeeting.com/BLK2021,BLK2022, 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 Items 2 3, 4a, 4b and 4c3 and AGAINST Items 5 and 6. 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.
Continued and to be signed on reverse side
Review pay and performance alignment;
No ongoing employment agreements or guaranteed compensation arrangements for NEOs;
Review pay and performance alignment;
No ongoing employment agreements or
