DEF 14A of BlackRock, Inc., Apr 4, 2025

DEF 14A of BlackRock, Inc.

Filed Apr 4, 2025 · FY20240001308179-25-000388

Open on EDGAR

  1. Contents

    | Index of Frequently Requested Information | | | | | BlackRock’s Impact on its People | 38 | Pay Versus Performance | 103 | | Board and Committee Oversight of Cybersecurity | 36 | Peer Group | 71 | | Board Composition | 13 | Public Policy Engagement | 41 | | CEO Pay Ratio for 2024 | 102 | Stock Ownership Guidelines for Directors | 44 | | Clawback Policies | 91 | Stock Ownership Guidelines for NEOs | 90 | | Director Skills and Experience Matrix | 14 | Sustainability at BlackRock | 37 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | | | Age at Record Date | Director since | Committee Memberships (effective following the Annual Meeting) | | | | | | | Nominee | | | Audit | MDCC | NGC | Risk | Executive | | | Pamela Daley Former Senior Vice President of Corporate Business Development, General Electric Company | 72 | 2014 | | | | | | | | Laurence D. Fink Chairman and CEO of BlackRock | 72 | 1999 | | | | | | | | Gregory J. Fleming President and CEO of Rockefeller Capital Management | 62 | N/A | | | | | | | | William E. Ford Chairman and CEO of General Atlantic | 63 | 2018 | | | | | | | | Fabrizio Freda Former President and CEO of Estée Lauder Companies Inc. | 67 | 2012 | | | | | | | | Murry S. Gerber | Lead Independent Director Former Chairman and CEO of EQT Corporation | 72 | 2000 | | | | | | | | Margaret “Peggy” L. Johnson CEO of Agility Robotics | 63 | 2018 | | | | | | | | Robert S. Kapito President of BlackRock | 68 | 2006 | | | | | | | | Cheryl D. Mills Founder and CEO of BlackIvy Group | 60 | 2013 | | | | | | | | Kathleen Murphy Former President, Personal Investing, of Fidelity Investments | 62 | N/A | | | | | | | | Amin H. Nasser President and CEO of Saudi Arabian Oil Co. (Aramco) | 66 | 2023 | | | | | | | | Gordon M. Nixon Former President and CEO of Royal Bank of Canada | 68 | 2015 | | | | | | | | Adebayo Ogunlesi Chairman and CEO of Global Infrastructure Partners | 71 | 2024 | | | | | | | | Kristin C. Peck CEO of Zoetis, Inc. | 53 | 2021 | | | | | | | | Charles H. Robbins Chairman and CEO of Cisco Systems, Inc. | 59 | 2017 | | | | | | | | Hans E. Vestberg Chairman and CEO of Verizon Communications, Inc. | 59 | 2021 | | | | | | | | Susan L. Wagner Former Vice Chairman of BlackRock | 63 | 2012 | | | | | | | | Mark Wilson Former CEO of Aviva plc and former President and CEO of AIA | 58 | 2018 | | | | | | | | Number of Committee Meetings in 2024: | | | 15 | 8 | 6 | 6 | 3 |

  4. Our Director Nominees

    | Chairperson |

  5. Our Director Nominees

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 5 |

  6. Compensation Discussion and Analysis Highlights

    | 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: | What to Look for | Where to Find it | Page Reference | | | Compensation program objectives including emphasis on shareholder-aligned long-term performance-based incentives | “Our Compensation Program” | 65 u | | | NEO pay determinations based on performance assessments that use weighted performance areas and pre-set objectives | “Our Compensation Framework” | 61 u | | | | “Linking Pay and Performance” | 74 u | | | Financial performance as the highest weighted input for assessments, including relative performance | “2024 Financial Performance” | 60 u | | | | “2024 NEO Compensation and Performance Summaries” | 74 u | | | Total Incentive outcomes tied formulaically to percentage ranges | “Pay and Performance Alignment for NEOs – Total Incentive Award Determination” | 61 u | | | | “NEO Total Annual Compensation Summary” | 62 u | | | | “2021 BPIP Award: Actual Performance and Payout” | 68 u | | | Disclosure of actual performance of historical BlackRock Performance Incentive Plan (“BPIP”) Awards and pre-set financial goals for newly granted awards | “2024 BPIP Award Determination Matrix” | 67 u | | | | “2021 BPIP Award: Actual Performance and Payout” | 68 u | | | Disclosure of historical pay versus performance outcomes | “Historical Outcomes – CEO and Other NEO Compensation Growth vs. BlackRock’s Financial Growth” | 64 u | | | | “Pay Versus Performance” | 103 u |

  7. NEO Total Annual Compensation Summary

    | Name | Base Salary | 2024 Total Incentive Award | | | Total Annual Compensation (TAC) | % change in TAC vs. 2023 | | | | Annual Cash Bonus | Deferred Equity Bonus | BPIP | | | | Laurence D. Fink(1) | $1,500,000 | $10,567,500 | $7,500,000 | $17,100,000 | $36,667,500 | 33% | | Robert S. Kapito | $1,250,000 | $6,700,000 | $4,800,000 | $12,300,000 | $25,050,000 | 24% | | Robert L. Goldstein | $750,000 | $4,023,000 | $3,597,000 | $6,150,000 | $14,520,000 | 20% | | Martin S. Small | $750,000 | $3,375,000 | $2,625,000 | $5,250,000 | $12,000,000 | 50% | | J. Richard Kushel | $750,000 | $3,175,000 | $2,325,000 | $4,500,000 | $10,750,000 | 18% |

  8. NEO Total Annual Compensation Summary

    (1)In addition to the compensation elements outlined above, the MDCC approved a recurring long-term incentive tied to BlackRock’s private markets growth as part of the annual total compensation for our CEO in 2024. This long-term incentive is allocated in the form of carried interest. More information about this award can be found on pages 69-70. The amounts listed above as “2024 Total Incentive Award: Deferred Equity Bonus” and “2024 Total Incentive Award: BPIP” were granted in January 2025 in the form of equity and are in addition to cash award amounts listed above as “2024 Total Incentive Award: Annual Cash Bonus.” In accordance with SEC requirements, the “2024 Summary Compensation Table” on page 94 reports equity in the year granted, but cash in the year earned.

  9. Election of Directors

    Election of Directors

  10. Election of Directors

    | | | | Page Reference | | | BlackRock’s Board of Directors continues to play an integral role in our governance, strategy, growth and success.” Laurence D. Fink Chairman and Chief Executive Officer | Director Nominees | 9 | | | | Director Nomination Process | 10 | | | | Criteria for Board Membership | 11 | | | | Director Nominee Biographies | 16 | | Board Recommendation For this year’s election, the Board has nominated 18 director candidates. The Board believes these director nominees provide BlackRock with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board. The biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she should serve as director. All director nominee biographical information is as of March 24, 2025. | | | | | The Board of Directors recommends shareholders vote “FOR” the election of each of the following 18 director nominees. | | | |

  11. Director Nominees

    Director Nominees Our Board has nominated 18 directors for election at this year’s Annual Meeting on the recommendation of our NGC. Each director will serve until our next annual meeting and until his or her successor has been duly elected, or until his or her earlier death, resignation or retirement. We expect each director nominee to be able to serve if elected. If a nominee is unable to serve, proxies will be voted in favor of the remainder of the director nominees and may be voted for substitute nominees, unless the Board decides to reduce its total size. If all 18 director nominees are elected, our Board will consist of 18 directors, 15 of whom, representing approximately 83% of the Board, will be “independent” as defined in the NYSE listing standards.

  12. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors Directors are elected by receiving a majority of the votes cast in uncontested elections, which means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. In a contested election, directors are elected by receiving a plurality of the shares represented in person or by proxy at any meeting and entitled to vote on the election of directors. A contested election is a situation in which the number of nominees exceeds the number of directors to be elected. Whether an election is contested is determined seven days in advance of when we file our definitive Proxy Statement with the SEC.

  13. Majority Vote Standard for Election of Directors

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 9 |

  14. Director Nominee Biographies

    Director Nominee Biographies

  15. Director Nominee Biographies

    | | Pamela Daley Independent Director | | | | | AGE 72 TENURE 11 Years | COMMITTEES Audit (Chair) MDCC Executive Risk | EXPERIENCE •Senior Executive & Corporate Governance •Global Business •Public Company & Financial Reporting •Sustainability | | Ms. Daley retired from General Electric Company (GE) in January 2014, having most recently served as a Senior Advisor to its Chairman from April 2013 to December 2013. Prior to this role, Ms. Daley served as GE’s Senior Vice President of Corporate Business Development from 2004 to 2013 and as Vice President and Senior Counsel for Transactions from 1991 to 2004. As Senior Vice President, Ms. Daley was responsible for GE’s mergers, acquisitions and divestiture activities worldwide. Previously, Ms. Daley was a Partner of Morgan, Lewis & Bockius, a large U.S. law firm, where she specialized in domestic and cross-border tax-oriented financings and commercial transactions. Qualifications With over 35 years of transactional experience and more than 20 years as an executive at GE, one of the world’s leading multinational corporations, Ms. Daley brings significant experience and strategic insight to the Board in the areas of leadership development, international operations, strategic transactions, finance and financial reporting, business development and strategy. Other Public Company Directorships (within the past 5 years) •BP p.l.c. (2018 – present) •SecureWorks Corp. (2016 – 2025) | | | |

  16. Director Nominee Biographies

    | | Laurence D. Fink | | | | | AGE 72 TENURE 25 Years | COMMITTEES Executive (Chair) | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting •Public Policy & Government/Regulatory Affairs •Risk Management & Compliance | | Mr. Fink is Chairman and Chief Executive Officer of BlackRock. He also leads the firm’s Global Executive Committee. He is responsible for senior leadership development and succession planning, defining and reinforcing BlackRock’s vision and culture, and engaging with key strategic clients, industry leaders, regulators and policymakers. Under Mr. Fink’s leadership, the firm has grown into a global leader in investment management, risk management and advisory services for institutional and retail clients. Prior to founding BlackRock in 1988, Mr. Fink was a member of the Management Committee and a Managing Director of The First Boston Corporation. Qualifications As one of the founding principals and Chief Executive Officer of BlackRock since 1988, Mr. Fink brings exceptional leadership skills and in-depth understanding of BlackRock’s business, operations and strategy. His extensive and specific knowledge of BlackRock and its business enables him to keep the Board apprised of the most significant developments impacting the Company and to guide the Board’s discussion and review of the Company’s strategy. Other Public Company Directorships (within the past 5 years) •None | | | |

  17. Director Nominee Biographies

    | 16 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  18. Director Nominee Biographies

    | | Gregory J. Fleming Independent Director Nominee | | | | | AGE 62 TENURE 0 Years | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting •Risk Management & Compliance | | Mr. Fleming has served as President and Chief Executive Officer of Rockefeller Capital Management since 2018. Previously, Mr. Fleming was the President of Morgan Stanley Wealth Management and Morgan Stanley Investment Management. Before joining Morgan Stanley in 2010, he served as President and Chief Operating Officer of Merrill Lynch from 2007 to 2009, and previously ran Merrill Lynch’s Global Investment Banking business. Mr. Fleming joined Merrill Lynch as an investment banker in 1992. He was previously a principal at Booz Allen Hamilton. Mr. Fleming also previously served as a director on BlackRock’s Board from 2006 to 2009 as a designee of Merrill Lynch in connection with the merger of BlackRock and Merrill Lynch Investment Managers in 2006. Mr. Fleming is a member of the Board of Advisors for the Yale Law School Center for the Study of Corporate Law, the Council on Foreign Relations, the Economic Club of New York and a trustee at Deerfield Academy. He also serves as a Resource Council member of the Turn 2 Foundation and is a trustee of the Millennium Management Group Trust. Qualifications Mr. Fleming brings significant expertise and knowledge in the financial services industry, including wealth management, asset management and investment banking, through decades of leadership experience at Rockefeller Capital Management, Morgan Stanley and Merrill Lynch. His previous service as a director of BlackRock also provides him with a deep understanding of BlackRock’s business and the asset management industry. Other Public Company Directorships (within the past 5 years) •None | | | |

  19. Director Nominee Biographies

    | | William E. Ford Independent Director | | | | | AGE 63 TENURE 7 Years | COMMITTEES MDCC (Chair) NGC Executive | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting •Risk Management & Compliance | | Mr. Ford has served as the Chief Executive Officer of General Atlantic since 2007 and is the firm’s Chairman. Mr. Ford is involved with a number of educational and not-for-profit organizations. He is Chair of the Investment Committee of The Rockefeller University, and a member of the Council on Foreign Relations and Tsinghua University’s School of Economics and Management’s Advisory Board. He also currently serves as a member of the Executive Committee for the Partnership for New York City and was formerly a Trustee of the Center for Strategic & International Studies. Qualifications Mr. Ford brings to the Board extensive global investment management experience and financial expertise acquired over his three decades of experience at General Atlantic, one of the world’s leading growth equity investment firms. His professional background also provides the Board with expertise and insight into matters relating to compensation, corporate governance, financial reporting and strategy across a range of industries and regions. Other Public Company Directorships (within the past 5 years) •Royalty Pharma plc (2020 – 2022) •IHS Markit Ltd. (2016 – 2022) | | | |

  20. Director Nominee Biographies

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 17 |

  21. Director Nominee Biographies

    | | Fabrizio Freda Independent Director | | | | | AGE 67 TENURE 12 Years | COMMITTEES NGC | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Global Business •Public Policy & Government/ Regulatory Affairs •Sustainability •Technology | | Mr. Freda has served as Special Advisor to the Estée Lauder Companies Inc. (Estée Lauder), a global leader in beauty, since January 2025. He formerly served as President, Chief Executive Officer and a member of the board of directors of Estée Lauder from 2009 to December 2024. Mr. Freda also previously served as Estée Lauder’s President and Chief Operating Officer from March 2008 to July 2009. Prior to joining Estée Lauder, Mr. Freda held various senior positions at Procter & Gamble Company over the span of 20 years. From 1986 to 1988, Mr. Freda directed marketing and strategic planning for Gucci SpA. Mr. Freda serves on the Advisory Board of the Global Business Initiative at Georgetown University’s McDonough School of Business. Qualifications Mr. Freda’s extensive experience in product strategy, innovation and global branding brings valuable insights to the Board. His chief executive experience at Estée Lauder, an established multinational manufacturer and marketer of prestige brands, provides the Board with unique perspectives on the Company’s marketing, strategy and innovation initiatives. Other Public Company Directorships (within the past 5 years) •The Estée Lauder Companies Inc. (2009 – 2024) | | | |

  22. Director Nominee Biographies

    | | Murry S. Gerber Lead Independent Director | | | | | AGE 72 TENURE 25 Years | COMMITTEES Executive NGC | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Public Company & Financial Reporting •Risk Management & Compliance •Technology | | Mr. Gerber served as the Chief Executive Officer of EQT Corporation (EQT), an integrated energy producer, from 1998 to 2000 and was also Executive Chairman of the company from 2000 to 2011. Prior to EQT, Mr. Gerber helped create Coral Energy (now Shell Trading North America) and was the Treasurer of Shell Oil. He is a member of the board of trustees of the Pittsburgh Cultural Trust. Mr. Gerber currently serves as BlackRock’s Lead Independent Director. Qualifications As a former leader of a large, publicly traded energy production company and as a current or former member of the board of directors of three large, publicly traded companies, Mr. Gerber brings to the Board extensive expertise and insight into corporate operations, management and governance matters. His extensive experience in the energy and industrial sectors continues to provide the Board with an important perspective on evolving global business trends. Other Public Company Directorships (within the past 5 years) •Halliburton Company (2012 – present) •U.S. Steel Corporation (2012 – present) | | | |

  23. Director Nominee Biographies

    | 18 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  24. Director Nominee Biographies

    | | Margaret “Peggy” L. Johnson Independent Director | | | | | AGE 63 TENURE 7 Years | COMMITTEES Audit Risk | EXPERIENCE •Senior Executive & Corporate Governance •Global Business •Public Company & Financial Reporting •Technology | | Ms. Johnson has served as the Chief Executive Officer of Agility Robotics, the leading manufacturer of mobile manipulation robots, since March 2024. Ms. Johnson previously served as the Chief Executive Officer of Magic Leap, Inc., an American augmented reality company, from August 2020 to October 2023. Prior to this role, she was Executive Vice President of Business Development at Microsoft Corporation from September 2014 to July 2020 and was responsible for driving strategic business deals and partnerships across various industries. Ms. Johnson joined Microsoft from Qualcomm Incorporated, where she served in various leadership positions across engineering, sales, marketing and business development. Ms. Johnson was an Advisor to Huntington’s Disease Society of America, San Diego Chapter from 2010 to 2020. Qualifications Ms. Johnson brings to the Board substantial experience in the field of technology, including emerging technologies; business and strategic development expertise acquired over her 31 years at Microsoft and Qualcomm; and insight into growth companies from her former role at Magic Leap and current role at Agility Robotics. Other Public Company Directorships (within the past 5 years) •Fox Corporation (2023 – present) | | | |

  25. Director Nominee Biographies

    | | Robert S. Kapito | | | | | AGE 68 TENURE 18 Years | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Financial Services •Global Business •Risk Management & Compliance | | Mr. Kapito has been President of BlackRock since 2007 and is a member of BlackRock’s Global Executive Committee and Chairman of the Global Operating Committee. He also serves as a member of the board of directors of iShares, Inc. Mr. Kapito co-founded BlackRock in 1988. He is responsible for the day-to-day oversight of BlackRock’s key operating units including Investment Strategies, Client Businesses, Technology & Operations and Risk & Quantitative Analysis. Prior to 2007, Mr. Kapito served as Vice Chairman of BlackRock and Head of BlackRock’s Portfolio Management Group. Qualifications As one of the founding principals, Mr. Kapito has served as an executive leader of BlackRock since 1988. He brings to the Board industry and business acumen in addition to in-depth knowledge about BlackRock’s businesses, investment strategies and risk management, as well as extensive experience overseeing day-to-day operations. Other Public Company Directorships (within the past 5 years) •None | | | |

  26. Director Nominee Biographies

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 19 |

  27. Director Nominee Biographies

    | | Cheryl D. Mills Independent Director | | | | | AGE 60 TENURE 11 Years | COMMITTEES MDCC NGC | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Public Policy & Government/Regulatory Affairs •Sustainability | | Ms. Mills is the Founder and Chief Executive Officer of the BlackIvy Group, a private holding company that grows and builds businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and Secretary of the Board of Trustees. She also served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills previously served on the boards of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, and Orion Power, an independent electric power generating company. Qualifications Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance. Other Public Company Directorships (within the past 5 years) •iHeartMedia, Inc. (2020 – Present) | | | |

  28. Director Nominee Biographies

    | | Kathleen Murphy Independent Director Nominee | | | | | AGE 62 TENURE 0 Years | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Financial Services •Public Policy & Government/ Regulatory Affairs | | Ms. Murphy served as President of Personal Investing at Fidelity Investments from 2009 to 2021. From 2022 until her retirement, Ms. Murphy served as the Senior Advisor to the Chief Executive Officer of Fidelity Investments. She also held various roles with Voya Financial, Inc. (formerly ING) from 2000 to 2008, including Chief Executive Officer of ING U.S. Wealth Management Services, President of ING U.S. Institutional Businesses and General Counsel and Chief Administrative Officer to the Chief Executive Officer of ING U.S. Financial Services. Prior to that, Ms. Murphy served in various positions at Aetna, Inc., including General Counsel and Chief Compliance Officer of Aetna Financial Services, and in various positions in law, government and public affairs. Qualifications Ms. Murphy brings to the Board extensive leadership experience in financial services and wealth management acquired from her time at Fidelity Investments and Voya Financial. Her professional background also provides the Board with insight into matters related to strategic growth, corporate governance and operations. Other Public Company Directorships (within the past 5 years) •Prudential Financial, Inc. (2023 – 2025) | | | |

  29. Director Nominee Biographies

    | 20 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  30. Director Nominee Biographies

    | | Amin H. Nasser Independent Director | | | | | AGE 66 TENURE 1 Year | COMMITTEES NGC | EXPERIENCE •Senior Executive & Corporate Governance •Global Business •Public Company & Financial Reporting •Sustainability •Technology | | Mr. Nasser has served as President and Chief Executive Officer of the Saudi Arabian Oil Company, known as Aramco, since 2015, and as a member of the Board of Directors since 2010. He joined the company in 1982 as a petroleum engineer. As president and CEO, Mr. Nasser leads Aramco’s efforts to produce cleaner energy and products through investments in promising technologies such as crude oil-to-chemicals processes, and renewable energy applications; entrepreneurial start-ups focused on cleaner energy solutions; and industry-wide efforts to minimize greenhouse gas emissions. Mr. Nasser is a member of the International Advisory Board of the King Fahd University of Petroleum and Minerals, the Board of Trustees of the King Abdullah University of Science & Technology, the World Economic Forum’s International Business Council (IBC), the Massachusetts Institute of Technology Presidential CEO Advisory Board, and the JPMorgan International Council. Qualifications As a leader of a large publicly traded energy company in the strategically significant Middle East region, Mr. Nasser brings to the Board extensive expertise and insight into corporate operations, risk management and the energy transition, as well as an experienced outlook on international business strategy. Other Public Company Directorships (within the past 5 years) •Aramco (2010 – present) | | | |

  31. Director Nominee Biographies

    | | Gordon M. Nixon, C.M., O.Ont. Independent Director | | | | | AGE 68 TENURE 9 Years | COMMITTEES Executive MDCC NGC (Chair) | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Policy & Government/Regulatory Affairs •Risk Management & Compliance •Sustainability | | Mr. Nixon served as President, Chief Executive Officer and a member of the board of directors of Royal Bank of Canada (RBC) from 2001 to 2014. He first joined RBC Dominion Securities Inc. in 1979, where he held a number of operating positions and from December 1999 to April 2001 was Chief Executive Officer of RBC Capital Markets (the successor company to RBC Dominion Securities Inc.). Mr. Nixon has served on the board of directors of BCE Inc. since 2014 and as Chairman of the board since 2016. Mr. Nixon is lead director of George Weston Limited and on the advisory board of KingSett Capital. Qualifications With 13 years of experience leading a global financial institution and one of Canada’s largest public companies, Mr. Nixon brings extensive expertise and perspective to the Board on global markets and an in-depth knowledge of the North American market. His experience growing a diversified, global financial services organization in a highly regulated environment also provides the Board with valuable insight into risk management, compensation, government and regulatory relations and corporate governance matters. Other Public Company Directorships (within the past 5 years) •BCE Inc. (2014 – present) (Chairman from 2016 – present) •George Weston Limited (2014 – present) (Lead Director from 2021 – present) | | | |

  32. Director Nominee Biographies

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 21 |

  33. Director Nominee Biographies

    | | Adebayo Ogunlesi | | | | | AGE 71 TENURE 0 Years | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting | | Mr. Ogunlesi is the Chairman and Chief Executive Officer of Global Infrastructure Partners (GIP). He is a Senior Managing Director and a member of BlackRock’s Global Executive Committee. Prior to the formation of GIP in 2006, Mr. Ogunlesi spent 23 years at Credit Suisse where he held several senior positions, including Executive Vice Chairman and Chief Client Officer of its Investment Banking Division. From 2002 to 2004, he was Head of the Global Investment Banking Division and a Member of the Executive Board and Management Committee. Mr. Ogunlesi is also a member of the Boards of Terminal Investment Limited and OpenAI. Qualifications As a leader with global experience in capital markets and infrastructure investments, Mr. Ogunlesi provides the Board with valuable insight in supporting the firm’s future growth. Mr. Ogunlesi also brings to the Board a wealth of knowledge regarding international operations and corporate governance matters from his extensive corporate board experience. Other Public Company Directorships (within the past 5 years) •Kosmos Energy Ltd. (2004 – present) •Topgolf Callaway Brands (2010 – present) •Goldman Sachs Group (2012 – 2024) | | | |

  34. Director Nominee Biographies

    | | Kristin C. Peck Independent Director | | | | | AGE 53 TENURE 3 Years | COMMITTEES NGC | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Global Business •Public Company & Financial Reporting | | Ms. Peck has served as the Chief Executive Officer of Zoetis Inc., an animal health company, since 2020. Prior to that role, Ms. Peck served as Zoetis’ Executive Vice President and Group President, U.S. Operations, Business Development and Strategy from 2018 to 2020, Executive Vice President and President, U.S. Commercial Operations from 2015 to 2018, and Executive Vice President and Group President from 2012 to 2015. Ms. Peck joined Zoetis from Pfizer, Inc., where she served in various leadership positions across strategy and business development and most recently served as Executive Vice President, Worldwide Business Development and Innovation. She serves on the boards of Mayo Clinic and Columbia Business School, and is a member of the Business Roundtable. She is also a Board member of Catalyst, a global non-profit that helps companies accelerate women into leadership, and is president of HealthforAnimals, a global animal health association. Qualifications Ms. Peck brings extensive experience and perspective on driving innovation and strategy from her role as CEO of Zoetis and senior leadership experience gained from her time at Pfizer. Her experience using technology and science to foster innovation provides a unique perspective for the Board on how the Company can continue to evolve to meet clients’ future needs. Other Public Company Directorships (within the past 5 years) •Zoetis Inc. (2019 – present) •Thomson Reuters Corporation (2016 – 2020) | | | |

  35. Director Nominee Biographies

    | 22 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  36. Director Nominee Biographies

    | | Charles H. Robbins Independent Director | | | | | AGE 59 TENURE 7 Years | COMMITTEES Risk | EXPERIENCE •Senior Executive & Corporate Governance •Global Business •Public Company & Financial Reporting •Public Policy & Government/Regulatory Affairs •Risk Management & Compliance •Technology | | Mr. Robbins serves as the Chairman and Chief Executive Officer of Cisco Systems, Inc. (Cisco). Prior to assuming the Chief Executive Officer role in July 2015, he was Senior Vice President of Cisco’s Worldwide Field Operations and led its Worldwide Sales and Partner Organization, where he helped drive and execute many of Cisco’s investment areas and strategy shifts. He is Chairman Emeritus of the U.S.-Japan Business Council and serves as a member of the International Business Council for the World Economic Forum. Mr. Robbins formerly served as a Trustee of the Ford Foundation. Qualifications Mr. Robbins brings to the Board extensive experience in the fields of technology, global sales and operations acquired over two decades at Cisco, one of the world’s leading information technology companies, as well as expertise in cybersecurity-related risks, public company governance and regulatory and government matters. Other Public Company Directorships (within the past 5 years) •Cisco Systems, Inc. (2015 – present) (Chairman from 2017 – present) | | | |

  37. Director Nominee Biographies

    | | Hans E. Vestberg Independent Director | | | | | AGE 59 TENURE 3 Years | COMMITTEES Audit Risk | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Global Business •Public Company & Financial Reporting •Sustainability •Technology | | Mr. Vestberg has served as the Chief Executive Officer of Verizon Communications Inc. (Verizon) since 2018 and as Chairman since March 2019. Prior to these roles, Mr. Vestberg served as Verizon’s Chief Technology Officer and President of Global Networks from 2017 to 2018. Before joining Verizon in 2017, Mr. Vestberg served for six years as President and CEO of Ericsson, a multinational networking and telecommunications equipment and services company headquartered in Sweden. Mr. Vestberg is a board member of the UN Foundation and the Whitaker Peace & Development Initiative. He has lived and worked in China, Chile, Brazil and Mexico, in addition to the U.S. and Sweden. Qualifications As the CEO of Verizon and former leader of Ericsson, Mr. Vestberg brings executive experience from these large multinational companies, as well as substantial expertise in the field of technology acquired through his experience as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson. Other Public Company Directorships (within the past 5 years) •Verizon Communications Inc. (2018 – present) (Chairman from 2019 – present) | | | |

  38. Director Nominee Biographies

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 23 |

  39. Director Nominee Biographies

    | | Susan L. Wagner Independent Director | | | | | AGE 63 TENURE 12 Years | COMMITTEES Audit Executive Risk (Chair) | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting •Risk Management & Compliance •Technology | | Ms. Wagner retired as Vice Chairman of BlackRock after serving in that role from 2006 to 2012. Ms. Wagner also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. Ms. Wagner previously served as BlackRock’s Chief Operating Officer and as Head of Corporate Strategy. Ms. Wagner currently serves as a director of Color Health, a privately held health technology company. She previously served as a member of the board of trustees of Wellesley College. Qualifications As one of the founding principals of BlackRock, Ms. Wagner has over 25 years of experience across various positions. Accordingly, she is able to provide the Board with valuable insight and perspective on risk management, operations and strategy, as well as a broad and deep understanding of the asset management industry. Other Public Company Directorships (within the past 5 years) •Apple Inc. (2014 – present) •Samsara Inc. (2020 – present) •Swiss Re Ltd. (2014 – 2023) | | | |

  40. Director Nominee Biographies

    | | Mark Wilson Independent Director | | | | | AGE 58 TENURE 7 Years | COMMITTEES Audit Risk MDCC | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Risk Management & Compliance •Sustainability •Technology | | Mr. Wilson served as the Chief Executive Officer of Aviva plc (Aviva), a multinational insurance company headquartered in the U.K., from January 2013 to October 2018. Prior to joining Aviva, Mr. Wilson worked in Asia for 14 years, including as President and CEO of AIA Group Limited, a leading pan-Asian company. Qualifications As the former CEO of Aviva and former CEO of AIA, Mr. Wilson brings to the Board extensive experience in Europe and Asia. His operational and executive expertise in the insurance and pensions industry and in international finance provides the Board with an experienced outlook on international business strategy, development, risk management and sustainability. Other Public Company Directorships (within the past 5 years) •None | | | |

  41. Director Nominee Biographies

    | 24 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  42. 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.

  43. Director Nominee Biographies

    | | | A strong corporate governance framework is critical for executing on our strategy, fulfilling our fiduciary responsibilities to clients, and serving employee and shareholder interests over the long term.” Laurence D. Fink Chairman and Chief Executive Officer |

  44. 2024 Director Compensation

    2024 Director Compensation Independent directors receive compensation, including retainers and reimbursements of expenses, for their service and dedication to our Company. The goal of our director compensation program is to fairly pay directors for work required for a company of our size and scope as a global investment management firm, and 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 interests 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 MDCC is responsible for reviewing director compensation periodically and making recommendations to the Board. The MDCC 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 71.

  45. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

  46. How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

    | FOCUS ON EQUITY COMPENSATION The largest portion of independent director compensation is the Annual Equity Grant, which is payable in deferred stock units. | STOCK/EQUITY OWNERSHIP REQUIREMENT All independent directors are required to own shares valued at a minimum of $500,000 (i.e., five times the annual board retainer) within five years of joining the Board. All directors have met or are on track to meet this requirement. |

  47. Director Compensation Updates

    Director Compensation Updates The MDCC engaged its independent compensation consulting firm, Semler Brossy, to conduct a competitive market study of its director compensation program for 2024. Following its review of the study’s findings, the MDCC determined it was appropriate to modify its director compensation program effective as of October 1, 2024 as follows: •Increasing the Annual Retainer to $100,000, from $85,000; •Increasing the Annual Equity Grant of deferred stock units to $250,000, from $240,000 (starting from the January 2025 equity grants); and •Adopting prorated initial equity grants for new directors appointed to the Board between the Annual Meeting date and November 30th of a given year. The modifications preserve our program’s emphasis on deferred equity compensation, which aligns the interests of our directors with the performance of the firm in addition to promoting long-term shareholder interests.

  48. Director Compensation Updates

    | 44 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  49. 2024 Elements of Director Compensation

    2024 Elements of Director Compensation For services provided in 2024, each independent director received an Annual Retainer paid quarterly in arrears at an annualized rate of $85,000 for the first three quarters and $100,000 for the fourth quarter. In addition, independent directors serving on Committees and our Lead Independent Director received Annual Retainers paid quarterly in arrears at the annualized rates specified in the table below. 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 January 2024, each independent director received an Annual Equity grant, awarded in deferred stock units valued at $240,000. The grant vested upon a director’s election or re-election, as applicable, at the 2024 Annual Meeting of Shareholders and will be settled in shares of BlackRock common stock. The settlement of the Annual Equity Grants will generally 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 2024.

  50. 2024 Elements of Director Compensation

    | Director Compensation Element | Payment or Value of Equity | | | | Board Service(1) | | | Board Service Annual Payments Cash/Equity Stock/Equity Ownership Requirement $500,000 within five years of joining the Board | | Annual Retainer(2) | $88,750 | | | | Annual Equity Grant(3) | $240,000 deferred stock units | | | | Lead Independent Director | $100,000 | | | | Committee Service | | | | | Committee Annual Retainers(2) | Chair | Member | | | Audit Committee | $40,000 | $25,000 | | | MDCC | $30,000 | $15,000 | | | NGC | $30,000 | $15,000 | | | Risk Committee | $30,000 | $15,000 | |

  51. 2024 Elements of Director Compensation

    (1)Board and Committee Service Retainers and Annual Equity Grants. Annual Retainer reflects a blended amount at an annualized rate of $85,000 for the first three quarters and $100,000 for the fourth quarter. Directors have the right to elect to receive their annual Board and Committee service retainers in the form of BlackRock common stock. Directors have a right to elect, no later than December of the prior calendar year, to receive their Annual Retainers in the form of deferred stock units that are fully vested on the date of grant, and to elect for such deferred stock units, as well as deferred stock units granted as part of the Annual Equity Grant, to be settled in shares of BlackRock common stock in a lump sum on the date the director ceases to be a member of the Board or in equal annual installments on each of the first five anniversaries of the date the director ceases to be a member of the Board. (2)Timing of Annual Retainer Payments. Board and Committee service retainers are paid in January, April, July and October, based on service during the prior quarter. New Board members rotating through the standing Committees receive one general Committee retainer. From time to time, the Company also makes available, as an accommodation to all of its directors upon request, basic office space at its existing locations and administrative support, as needed. (3)Annual Equity Grant. Directors were granted an annual equity award in January 2024, which vested following their election (or re-election) to the Board at the Annual Meeting of Shareholders on May 15, 2024. Directors in 2024 who were also employees and executive officers of BlackRock are not listed in the table below because they did not receive compensation for serving as directors or Committee members. In 2024, the directors listed below each received the amounts set forth below and were also reimbursed for reasonable travel and related expenses.

  52. 2024 Elements of Director Compensation

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 45 |

  53. 2024 Total Director Compensation Table

    2024 Total Director Compensation Table

  54. 2024 Total Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Bader M. Alsaad(3) | 57,797 | 239,648 | 297,444 | | Pamela Daley | 154,554 | 239,648 | 394,201 | | William E. Ford | 133,744 | 239,648 | 373,391 | | Fabrizio Freda | 103,596 | 239,648 | 343,243 | | Murry S. Gerber | 203,750 | 239,648 | 443,398 | | Margaret “Peggy” L. Johnson | 132,510 | 239,648 | 372,158 | | Cheryl D. Mills | 118,750 | 239,648 | 358,398 | | Amin H. Nasser | 103,596 | 239,648 | 343,243 | | Gordon M. Nixon | 133,744 | 239,648 | 373,391 | | Adebayo O. Ogunlesi(4) | — | — | 3,816,823 | | Kristin C. Peck | 112,395 | 239,648 | 352,043 | | Charles H. Robbins | 103,596 | 239,648 | 343,243 | | Marco Antonio Slim Domit | 128,581 | 239,648 | 368,228 | | Hans E. Vestberg | 125,268 | 239,648 | 364,916 | | Susan L. Wagner | 143,750 | 239,648 | 383,398 | | Mark Wilson | 140,000 | 239,648 | 379,648 |

  55. 2024 Total Director Compensation Table

    (1)Includes fees paid in cash and shares of BlackRock common stock granted on March 28, June 28, September 30 and December 31, 2024, respectively, based on the closing market prices on such dates of $833.70, $787.32, $949.51 and $1,025.11, respectively, at the election of the director in lieu of all or a portion of his or her Annual Retainers. Each of the following directors elected to receive common stock in lieu of the following amounts: Mr. Alsaad - $19,406; Ms. Daley – $154,554; Mr. Ford – $133,744; Mr. Freda – $103,596; Ms. Johnson – $132,510; Mr. Nasser – $103,596; Mr. Nixon – $133,744; Ms. Peck – $112,395; Mr. Robbins – $103,596; Mr. Slim – $64,206; and Mr. Vestberg – $125,268. (2)Includes the annual grants to each non-employee director of 300 deferred stock units of BlackRock with a grant date fair value of $240,000 pursuant to FASB ASC Topic 718. For complete valuation assumptions for the awards, see Note 18 to the consolidated financial statements in our 2024 Form 10-K. As of December 31, 2024, each non-employee director held the following outstanding deferred stock units: Ms. Daley – 4,207; Mr. Nixon – 4,091; Mr. Ford – 4,032; Mr. Wilson – 2,823; Mr. Gerber – 2,616; Ms. Mills – 2,591; Ms. Johnson – 2,108; Mr. Slim – 1,511; Mr. Vestberg – 1,472; Ms. Peck – 1,414; Mr. Robbins - 1,236; Mr. Freda - 911; Ms. Wagner – 911; and Mr. Nasser – 485. (3)Mr. Alsaad did not stand for re-election at the 2024 Annual Meeting of Shareholders. Accordingly, the annual equity award granted in January 2024 did not vest. (4)Mr. Ogunlesi is an employee (but not an executive officer) of BlackRock. This amount includes annual compensation paid to him for his services as an employee of BlackRock following the acquisition of GIP in the following amounts: a pro-rated base salary of $62,500, a discretionary annual bonus for 2024 of $3,750,000, and $4,323 in company-paid premiums under an enhanced medical reimbursement plan. He is also eligible to make co-investments in certain GIP funds. Mr. Ogunlesi does not receive any additional compensation for serving as a director. The terms of Mr. Ogunlesi’s employment are set forth in an offer letter with BlackRock, pursuant to which he serves as Senior Managing Director, Chairman and Chief Executive Officer of GIP, reporting to Mr. Fink, and as a member of BlackRock’s GEC, and is eligible to receive a base salary at an annualized rate of $250,000 and an annual discretionary bonus, and is also eligible to participate in our employee benefit plans and programs; provided that beginning in 2026, Mr. Ogunlesi’s compensation may be harmonized with BlackRock’s total compensation approach for similarly-situated employees. Mr. Ogunlesi is also entitled to receive distributions in respect of carried interest, performance fees, and other similar entitlements related to certain GIP funds, which will be reported as compensation when paid. In addition, for as long as he remains an employee, Mr. Ogunlesi is entitled to the use of private and first-class air travel for business purposes, participation in the enhanced medical reimbursement plan, and certain lifetime retiree medical benefits provided by GIP to its founders.

  56. 2024 Total Director Compensation Table

    | 46 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  57. •2024 CEO Total Incentive compensation package emphasizes competitive pay-vs.-performance alignment through long-term incentives

    •2024 CEO Total Incentive compensation package emphasizes competitive pay-vs.-performance alignment through long-term incentives –Including ~50% is delivered through BPIP with payouts contingent on objective achievement against rigorous 3-year Organic Revenue Growth and Operating Margin targets, and ~20% delivered in RSUs vesting over 3 years.

  58. •Introduced a new CEO Carry Incentive given BlackRock’s pivotal private markets growth strategy

    •Introduced a new CEO Carry Incentive given BlackRock’s pivotal private markets growth strategy –Acquisition of GIP and planned acquisition of HPS Investment Partners are transformational for the business and the MDCC determined the significant role the CEO will play in the expanded private markets platform should be recognized with a new long-term incentive directly tied to private markets. –Similar to BPIP awards, the Carry Incentive provides a recurring long-term incentive tied to a financial driver of shareholder value creation (fund performance and the organic growth in private markets investment advisory fees the performance leads to) with each fund featuring pre-defined performance hurdle(s) over a defined term. –Potential value of the Carry Incentive is 100% at-risk solely based on future private markets value creation, if any, and confers no realizable value upfront.

  59. Table of Contents

    | 3. Compensation Determination Process | | | 2024 Compensation Timeline and Process | 71 | | Role of the Compensation Consultant | 71 | | Competitive Pay Positioning – Market Data | 73 | | 4. 2024 NEO Compensation and Performance Summaries | | | Linking Pay and Performance | 74 | | 5. Compensation Policies and Practices | | | Summary of Executive Compensation Practices | 89 | | 6. Executive Compensation Tables | | | Tabular Disclosure for 2024 | 94 | | CEO Pay Ratio for 2024 | 102 | | Pay Versus Performance | 103 | | Equity Compensation Plan Information | 107 |

  60. 2024 Say-on-Pay Response

    | What We Heard | What We Did | | Opportunity in CD&A to more clearly describe the MDCC’s NEO performance assessment approach and decisions Shareholders expressed comfort with the manner in which the MDCC uses discretion but would welcome further clarity into the key performance outcomes and expectations the MDCC attributed relatively more weight to in making NEO pay determinations. | Enhanced the 2024 year-end NEO pay determination process and disclosure (see “Additional Insight into 2024 NEO Pay Determinations” on page 74) •Established three strategy-aligned financial priorities to better guide the MDCC’s monitoring and evaluation of financial performance throughout the year and clarify the impact of key performance outcomes •Identified performance objectives and results that received significant weight in the MDCC’s NEO assessments and how these results compared to the MDCC’s expectations | | Some shareholders disfavor one-time awards such as our 2023 Leadership Stock Option Awards (the “2023 Option Awards”) While shareholders appreciated the at-risk and performance-based design of the 2023 Option Awards, our context for granting the awards and that the CEO and President did not receive the awards, some disfavor such awards for NEOs unless conditioned on goals or sustained outperformance that they perceive to be particularly challenging. | •Did not grant any one-time awards in 2024 | | Shareholders value the opportunity to provide proactive compensation feedback Shareholders continued to appreciate our ongoing outreach efforts, though some shared a preference for more proactive discussions around potential compensation updates (such as the 2023 one-time option awards) prior to the MDCC’s approval. | •Expanded shareholder outreach in 2024 resulting in more than 30 engagements, most of which included an intentional focus toward feedback on the executive pay program •Proactively engaged shareholders to discuss the context for a private markets-driven CEO long-term incentive; shareholder feedback was considered in the development and approval of the new CEO Carry Incentive | | Comfort with executive pay approach given track record of pay-for-performance alignment Shareholders ultimately look for a pay program that is effective for the business and results in pay outcomes that are aligned to long-term performance. Many expressed that they recognized these qualities in BlackRock’s program, citing outcomes relating to the Company’s financial growth and Total Shareholder Return (as defined on page 77 below) that have meaningfully outpaced NEO pay growth over time. Shareholders generally did not cite concerns related to NEO pay quantum or the MDCC’s use of discretion within the program. | Maintained core principles of our executive compensation program designed to align pay with performance •Rewarded NEOs with competitive annual pay growth outcomes aligned to the year’s robust performance results that significantly exceeded the MDCC’s expectations •Continued to consider multi-year pay and performance in NEO pay determination processes and deliver annual pay primarily through long-term performance incentives | | Significant support for pay delivered through performance based long-term incentives (e.g. BPIP) Shareholders continue to recognize BPIP as a best-in-class equity incentive given its alignment to BlackRock’s value creation strategy, with payouts tied to long-term quantitative performance criteria that are determined and disclosed upfront. Shareholders were open to the prospect of a new, annually-determined CEO long-term incentive award tied to our private markets growth strategy with a preference for following principles similar to BPIP. | •Continued to use BPIP (with forward-looking targets and actual results disclosed) as the largest component of NEO pay (nearly 50% of NEOs’ Total Incentives, on average) even as the program vested at just 43% of target in January 2025 and 73% of target in January 2024 •Introduced annually-determined CEO Carry Incentive, the future value of which is 100% at-risk and tied to growth in key private markets funds, which are drivers of long-term financial and shareholder value creation (see “CEO Carry Incentive” on pages 69-70) |

  61. Pay and Performance Alignment for NEOs – Total Incentive Award Determination

    Pay and Performance Alignment for NEOs – Total Incentive Award Determination Under the NEO Total Incentive Award determination framework, the MDCC assesses the quality of 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, 25% dependent on BlackRock’s progress towards meeting our strategic objectives as measured by our business strength, and 25% dependent on BlackRock’s progress towards meeting its organizational priorities. At the beginning of the year, the MDCC 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 MDCC receives updates on the Company’s performance against these goals and objectives. At the end of the year, the MDCC assesses the quality of each NEO’s performance against these objectives, while considering internal performance measures, multi-year time horizons, and relative peer group comparisons. The MDCC’s performance assessment directly impacts each NEO’s Total Incentive Award, which includes all variable pay including annual cash Bonus, deferred equity Bonus and BPIP award. Based on the MDCC’s performance assessment, Total Incentive Awards can range from 0% to a maximum of 135% of the prior year’s Total Incentive pay. The framework’s maximum had not been reviewed since first established in 2018, and the MDCC determined to increase the maximum to 135% for 2024 and future years so as to be able to reward our NEOs for extraordinary firm and individual performance outcomes and provide competitive flexibility in year-end pay outcomes. Once the Total Incentive Award is determined, the MDCC determines the appropriate mix between the annual bonus (cash and deferred equity) and the BPIP award. For all NEOs, more than half of their Total Incentive Award is delivered through equity. Additionally, for Messrs. Fink and Kapito, ~70% of their equity awards are contingent on future financial performance through grants under our BPIP, where Organic Revenue Growth and sustained Operating Margin, as adjusted, determine the number of RSUs ultimately earned. Each NEO, through their various roles and responsibilities, contributes to the firmwide objectives summarized below. Specific objectives, each supported by key performance indicators (“KPIs”) reviewed by the MDCC each year, are categorized for each performance measure of our framework. The MDCC utilizes these measures, objectives and KPIs to help assess the quality of NEO performance annually. The MDCC evaluates our NEOs annually but also considers relative and multi-year results; BlackRock’s short-term results vs. start-of-year expectations are subject to volatility from broader market forces outside of management’s control, and accordingly, the MDCC’s holistic performance assessment process is designed to more effectively measure the quality of NEO performance in order to meet the objectives of the executive compensation program and maintain long-term pay-for-performance alignment. For further information on the MDCC’s assessment for 2024 NEO pay determinations and for performance assessments for each NEO, please refer to the sections “2024 NEO Compensation and Performance Summaries” and “Additional Insight into 2024 NEO Pay Determinations” starting on page 74.

  62. Pay and Performance Alignment for NEOs – Total Incentive Award Determination

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 61 |

  63. Total Incentive Award Performance Metrics

    Total Incentive Award Performance Metrics

  64. Total Incentive Award Performance Metrics

    | BlackRock Performance % of Award Opportunity | Measures Include (peer comparisons, multi-year results and internal BlackRock metrics) | | | Financial Performance 50% | •Priority 1: Drive shareholder value creation –Next 12-Month P/E Multiple (including relative premium) –Total Shareholder Return –Diluted EPS, as adjusted(1) –Operating Income, as adjusted(1) •Priority 2: Accelerate organic revenue growth –Net New Business –Organic Revenue Growth •Priority 3: Enhance operating leverage –Operating Margin, as adjusted(1) –Organic Revenue less Controllable Expense Growth(3) | Assessment/Total Incentive Percentage Outcome (% of prior year’s awards)(2) 110%-135% 90%-110% 60%-90% 0%-60% | | Business Strength 25% | •Deliver on commitments to clients (e.g. investment performance and protecting client interests) •Grow with clients' needs and evolve the way we serve clients •Lead in a changing world (e.g. thought leadership and stewardship of better financial futures across the globe) | | | Organizational Strength 25% | •Talent pipeline and development (e.g. attracting, developing and retaining talent and continuing to fortify executive succession plans) •Organizational effectiveness (e.g. performance and achievements relating to the strength of BlackRock’s internal corporate and operating platforms) •Culture and well-being (e.g. employee engagement, wellness and connectivity to the BlackRock Principles) •Corporate sustainability | |

  65. Total Incentive Award Performance Metrics

    (1)See Annex A for further information on as adjusted items and reconciliations to GAAP. (2)2024 Total Incentive compensation is calculated using 2023 Total Incentive outcome multiplied by applicable performance incentive percentage. (3)Organic Revenue less Controllable Expense Growth is defined as Organic Revenue Growth (as defined on page 67 above) less growth in certain expenses that the Company views as controllable, which primarily consist of general and administration expense and the non-incentive portion of compensation and benefits. This metric is intended to provide insight into the Company’s ability to enhance operating leverage by growing organic revenues at or faster than controllable expenses.

  66. NEO Total Annual Compensation Summary

    | Name | Base Salary | 2024 Total Incentive Award | | | Total Annual Compensation (TAC) | % change in TAC vs. 2023 | Performance Assessment | | | | Annual Cash Bonus | Deferred Equity Bonus | BPIP | | | | | Laurence D. Fink(1) | $1,500,000 | $10,567,500 | $7,500,000 | $17,100,000 | $36,667,500 | 33% | Far Exceeds | | Robert S. Kapito | $1,250,000 | $6,700,000 | $4,800,000 | $12,300,000 | $25,050,000 | 24% | Far Exceeds | | Robert L. Goldstein | $750,000 | $4,023,000 | $3,597,000 | $6,150,000 | $14,520,000 | 20% | Far Exceeds | | Martin S. Small(2) | $750,000 | $3,375,000 | $2,625,000 | $5,250,000 | $12,000,000 | 50% | Far Exceeds | | J. Richard Kushel | $750,000 | $3,175,000 | $2,325,000 | $4,500,000 | $10,750,000 | 18% | Far Exceeds |

  67. NEO Total Annual Compensation Summary

    (1)In addition to the compensation elements outlined above, the MDCC approved a recurring long-term incentive tied to BlackRock’s private markets growth as part of the annual total compensation for our CEO in 2024. This long-term incentive is allocated in the form of carried interest. More information about this award can be found under “CEO Carry Incentive” on pages 69-70. (2)The MDCC considered expanded responsibilities in its year-end compensation determinations. For Mr. Small in particular, with consideration of his expanded role and outsized contributions toward critical commercial opportunities and operational excellence as the Company’s CFO and Global Head of Strategy, the MDCC exercised discretion to reset Mr. Small’s pay upwards to $12 million following a review of his competitive pay positioning relative to market data. The amounts listed above as “2024 Total Incentive Award: Deferred Equity Bonus” and “2024 Total Incentive Award: BPIP” were granted in January 2025 in the form of equity and are in addition to cash award amounts listed above as “2024 Total Incentive Award: Annual Cash Bonus.” In accordance with SEC requirements, the “2024 Summary Compensation Table” on page 94 reports equity in the year granted, but cash in the year earned.

  68. Total Annual Compensation Elements

    | Element/How it is Paid | Purpose | Description | | Base Salary | | | | Cash | To provide competitive fixed compensation based on knowledge, skills, experience and responsibilities. | Base salary is a relatively small portion of total annual compensation for NEOs and other senior-level employees; this approach allows BlackRock to effectively manage its fixed expenses. Base salary levels are reviewed periodically in light of market practices and changes in responsibilities. | | Total Incentive Awards (cash bonus and long-term incentives (“LTI”)) | | | | Annual Cash Bonus | To reward achievement of goals and objectives through cash reward. | Annual cash Bonus represents on average ~30% of an NEO’s Total Incentive Award as BlackRock’s long-term strategic orientation aligns to its emphasis on long-term incentives. Cash bonuses are determined against the Total Incentive categories noted above. | | LTI: Deferred Equity Bonus(1) (Time-vested RSUs) | Recognizes the scope of an individual employee’s role, business expertise and leadership skills. Recognizes prior year performance and anticipates continued performance and long-term focus over a multi-year period. | Deferral amounts for annual bonuses generally follow a multi-step function approach, starting at 15% of the total bonus and increasing to 70% of the total bonus for any portion of the bonus in excess of $10 million. The MDCC determines the appropriate pay mix between cash and equity for the CEO and President, which may differ from the multi-step function approach. Deferred equity Bonus vests in equal installments over the three years following grant. | | LTI: BlackRock Performance Incentive Plan (BPIP)(2) (Performance-Based RSUs) | Aligns the interests of senior-level employees with those of shareholders by aligning compensation with long-term drivers of shareholder value. | The performance-based RSUs are settled in a number of shares of BlackRock 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. The performance-based RSUs settle in the form of shares of BlackRock common stock. See “BlackRock Performance Incentive Plan” on page 67. | | LTI: Carry Incentive (3) (CEO ONLY) | Carry is intended to further align CEO compensation to both the evolution of BlackRock’s private markets platform and associated long-term shareholder value opportunities, as well as the expected corresponding expansion of Mr. Fink’s role and responsibilities in supporting the platform. | Potential future Carry Incentive distributions, if any, are 100% at-risk based on the ultimate performance (investment returns and fundraising) of the participating funds. Any such distributions require that investment returns of a participating fund exceed pre-specified performance hurdles over a defined multi-year term. The Carry Incentive does not provide Mr. Fink any realizable value at grant; it is aligned to future fundraising and fund performance only. Potential future Carry Incentive distributions, if any, will be disclosed for Mr. Fink in the “All Other Compensation” column of the Summary Compensation Table for the fiscal year in which they are paid. Carry Incentive is subject to a three-year ratable vesting schedule beginning each year on the applicable annual allocation date. |

  69. Total Annual Compensation Elements

    (1)For 2024 deferred equity Bonuses, the award value was converted into a number of RSUs by dividing the award value by $999.36, which represented the average of the high and low prices per share of BlackRock common stock on January 16, 2025. Dividend equivalents accumulate during the vesting period and are paid following delivery of shares. Expense is recognized over the vesting period. (2)For 2024 BPIP awards, the award value was converted into a base number of RSUs by dividing the award value by $999.36, which represented the average of the high and low prices per share of BlackRock common stock on January 16, 2025. 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 shares to be delivered, is recognized over the vesting period. (3)Carry Incentive will be allocated through an aggregator partnership vehicle holding the right to receive a portion of the Carry Incentive distributions generated from each participating private market investment funds.

  70. BlackRock Performance Incentive Plan (BPIP)

    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. The 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 2024 was provided in the form of a BPIP award granted in January 2025. 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 to support shareholder value creation. Accordingly, 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 BlackRock common stock. Each year, the MDCC 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 award matrices are intended to be appropriately rigorous and place this component of pay particularly at risk to multi-year performance and value creation, and we believe recent award outcomes demonstrate this risk. The two most recent vested BPIP cycles (the 2020 and 2021 BPIP awards) vested at 73.2% and 43.0% of target, respectively. The 2024 BPIP Award Determination Matrix (for the performance period beginning January 1, 2025 and ending on December 31, 2027) is outlined below. Additionally, we have included the actual performance and payout for the 2021 BPIP award, which vested on January 31, 2025 (for the performance period that began January 1, 2022, and ended on December 31, 2024).

  71. 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 estimated annual revenue impact of BlackRock’s total net new business in a given year, including net new technology services revenue, excluding the effect of market appreciation/(depreciation) and foreign exchange. The measure is an indicator of the growth in our baseline revenue from client mandates. Organic Revenue is not directly correlated with the actual revenue earned in a given year. •Operating Margin, as adjusted, is a measure of BlackRock’s ability to efficiently manage our expense base in the context of the revenue we generate. |

  72. 2021 BPIP Award: Actual Performance and Payout

    2021 BPIP Award: Actual Performance and Payout

  73. Performance Period (2022-2024) Actual Result: 43.0% of Target

    | Actual Payout – Example | | | BPIP Award Value | $1 million | | For Performance Year 2021 and in anticipation of continued performance and long-term focus over a multi-year period | | | Conversion Price | $832.07 | | The average of the high and low prices per share of BlackRock common stock on January 18, 2022 (the grant date) | | | Base number of units granted | 1,202 | | Determined by dividing the dollar value of the recipient’s award by the conversion price | ($1,000,000/$832.07) | | Actual Performance Results(1) | $315 million | | Jan. 1, 2022 to Dec. 31, 2024 (three-year) average Organic Revenue Growth | (below Target Level of $875 million) | | Jan. 1, 2022 to Dec. 31, 2024 (three-year) average Operating Margin, as adjusted(2) | 43.0% | | | (below Target Level of 46%) | | Resulting Award Payout (%) Based on Award Determination Matrix | 43.0% | | Resulting Award Payout (number of units) | 517 | | Base number of units granted x Award Payout (%) | (1,202 x 43.0%) |

  74. CEO Carry Incentive

    | New Carry Incentive aligns CEO compensation with a key strategic priority—private markets growth—corresponding with the Board’s expanded expectations for Mr. Fink’s role. | •Recurring long-term incentive approved following proactive shareholder engagement •100% at-risk to future performance of key private markets funds •Aligned to key financial driver of long-term shareholder value creation | •3-year ratable vesting •Realized Carry Incentive distributions, if any, are generated from a composite of ten “flagship-type” private markets investment funds •Future Carry Incentive distributions to be disclosed in the Summary Compensation Table if and as earned; no realizable value upon allocation |

  75. Approval of CEO Carry Incentive Allocation

    Approval of CEO Carry Incentive Allocation Following discussions with certain shareholders in 2024 regarding the adoption of a potential CEO incentive in connection with BlackRock’s evolving private markets strategy, the MDCC determined that an annually-determined (rather than one-time) long-term incentive tied directly to private markets financial growth would best align CEO compensation with our business context, incentive compensation objectives and shareholder interests. In February 2025, with support from the other independent members of the Board, the MDCC approved an allocation of carried interest as part of Mr. Fink’s 2024 long-term incentives. Pursuant to this allocation, Mr. Fink is entitled to receive a percentage of the Carry Incentive distributions, if any, generated from a composite of ten of BlackRock’s “flagship-type” private markets investment funds that had fundraising activity in 2024 and were selected for participation. •“Flagship-type” funds are potential Carry Incentive revenue-generating funds generally targeting at least $1 billion in committed capital, among other criteria. •Collectively, the participating 2024 flagship-type funds provide exposure to each of the Company’s private market asset classes including infrastructure, private debt, private equity, and real estate.

  76. MDCC Considerations in Developing the CEO Carry Incentive

    MDCC Considerations in Developing the CEO Carry Incentive The Board expects private markets growth to continue to be among BlackRock’s strategic priorities for long-term shareholder value creation in the years ahead. The MDCC believes the Carry Incentive provides Mr. Fink’s Total Annual Compensation approach with the appropriate alignment with the expanding size and increasing strategic importance of BlackRock’s private markets platform: •BlackRock’s Total Rewards strategy has utilized carry-based incentive programs for certain employees and executives for many years, as carry represents a particularly at-risk and long-term performance incentive tied directly to private markets performance. •Mr. Fink’s potential future Carry Incentive distributions, if any, are 100% at-risk based on the future long-term fundraising and performance of the participating funds. •Any such distributions require that the investment returns of a participating fund exceed pre-specified performance hurdles (generally exceeding a 5-8% preferred return, compounded annually) over a defined term (generally 6+ years) as specified in the funds’ agreements. •The CEO Carry Incentive does not provide Mr. Fink with any realizable value at grant, but rather the potential to realize future Carry Incentive distributions based on the funds’ performance; Mr. Fink will not receive distributions attributable to value creation from the funds’ deployed capital that may have occurred prior to the incentive’s approval. The Board has asked Mr. Fink to maintain the elevated degree of direct focus on the private markets platform that he demonstrated in 2024 given the shareholder value creation opportunity the platform provides. The value of the CEO Carry Incentive is driven by the generation of Carry Incentive distributions which requires successful fundraising and fund investment performance that, if achieved, would be expected to sustain future fundraising and organic growth in BlackRock’s investment advisory fees. Organic growth in investment advisory fees is a key driver of expansion in BlackRock’s long-term shareholder value: •The ten funds selected for Mr. Fink’s 2024 Carry Incentive are expected to directly generate more than $500 million in investment advisory fees for BlackRock over the funds’ expected lives (before supporting further Organic Revenue Growth, as well as generating carry revenue for BlackRock, if the funds achieve strong investment performance). •That revenue, including Organic Revenue Growth from future investment advisory fees, is directly rewarded through the CEO Carry Incentive because the value of Mr. Fink’s potential future Carry Incentive distributions is tied closely to the funds’ long-term fundraising and investment performance results. The MDCC determined the terms and conditions of the CEO Carry Incentive with consideration of competitive practices for long-term performance incentive awards, BlackRock’s business context, and its objectives for CEO compensation: •Earned Carry Incentive distributions, if any, will be paid to Mr. Fink as they are distributed by the participating funds and will be disclosed in the “All Other Compensation” column of our Summary Compensation Table for the fiscal year in which they are paid. •Three-year ratable vesting schedule from the time of allocation (February 2025, for the 2024 incentive vintage). •Unvested incentives are subject to full forfeiture upon termination of employment, except in cases of death, disability, or qualified retirement (vesting will continue for one year following qualified retirement with the remaining unvested portion subject to forfeiture). Vested incentives are subject to full forfeiture upon termination for cause or voluntary resignation other than qualified retirement. See page 99 for further details. •Potential future Carry Incentive distributions are subject to typical holdback and clawback provisions.

  77. Performance-Based Stock Options

    Performance-Based Stock Options BlackRock has a robust leadership plan that is reviewed regularly by the MDCC and the full Board, including ongoing succession planning and development initiatives for the senior leadership team. In December 2017, as disclosed on page 55 of BlackRock’s 2018 proxy statement, we implemented a key strategic part of our long-term leadership succession plans at the time by granting long-term incentive awards in the form of performance-based stock options to a select group of senior leaders who we believed would play critical roles in BlackRock’s future. In May 2023, as disclosed on page 63 of BlackRock’s 2024 proxy statement, we approved a new round of non-recurring long-term grants of performance-based stock options to a select group of senior leaders who we believed would play critical roles in BlackRock’s future. We did not grant performance-based stock options to any of our NEOs in 2024 and we do not consider these awards to be part of our regular annual compensation determinations.

  78. Performance-Based Stock Options

    | 70 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  79. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2024, the MDCC continued to engage Semler Brossy for objective advice on compensation practices and the competitive landscape for the compensation of BlackRock’s NEOs. Semler Brossy reports directly to the MDCC and interacts with BlackRock management when necessary and appropriate. Semler Brossy provides services only to the MDCC 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 MDCC concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the MDCC. A representative from Semler Brossy meets with the MDCC at Committee meetings and at key points throughout the year to provide objective advice to the MDCC 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 MDCC in executive sessions throughout the year to discuss compensation practices and industry pay trends.

  80. Peer Group Composition

    Peer Group Composition The MDCC reviews the composition of our peer group to ensure the group continues to serve as an appropriate market reference for executive compensation purposes. In the fall of 2024, with assistance from Semler Brossy, the MDCC determined that the peer group should be updated to more closely reflect the current scale and breadth of our business, in alignment with our strategic emphasis on private markets growth. In reaching its decision to revise the peer group, the MDCC reviewed the results of a screening process for identifying 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 MDCC approved the updates 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, business, product breadth, and strategic priorities.

  81. Peer Group Composition

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 71 |

  82. Peer Group Composition

    The peer group screening process and criteria included the following: •Industry Screen: The MDCC considered public companies traded on major U.S. exchanges within Capital Markets, Consumer Finance, Financial Services, and Professional Services Industries. •Financial Scale: The MDCC considered companies of comparative size to BlackRock within the global financial ecosystem and screened for peers using metrics including revenue (1/3x to 3x revenue) and market capitalization (above $10 billion). Given BlackRock’s position as an industry leader with relatively few asset managers of similar scale, the MDCC noted that the Company continued to be large compared to the median of the peer group:

  83. 2024 Comparator Group Percentile

    2024 Comparator Group Percentile

  84. Scale of BlackRock vs. Benchmark Companies (2024 Peer Group), as of December 31, 2024

    Scale of BlackRock vs. Benchmark Companies (2024 Peer Group), as of December 31, 2024

  85. Scale of BlackRock vs. Benchmark Companies (2024 Peer Group), as of December 31, 2024

    | | Blackrock Percentile |

  86. Scale of BlackRock vs. Benchmark Companies (2024 Peer Group), as of December 31, 2024

    •Business Fit: BlackRock has made significant long-term investments to develop its private markets platform over a number of years in order to better serve clients across their whole portfolios, including through the acquisition of GIP and expected acquisition of HPS. Given the expanding size and increasing strategic importance of the private markets platform, the MDCC broadened its business review to consider leading alternative asset management companies. The refined group aligns with BlackRock’s diversifying business, growth verticals, scale and operations, representing a portfolio of BlackRock’s major product types. It includes leading asset managers in both traditional and alternative investments, major financial technology platforms, and companies that provide custody services and process a significant daily volume of financial transactions.

  87. 2024 Peer Group

    2024 Peer Group

  88. 2024 Peer Group

    | Previous Peer Group | | | | | | | | | REMOVED | | | REMAINING FOR 2024 | | | | ADDED | | | | | | | | | | | (n=3) | | | Independent / Captive Asset Managers (n=9) | | | | Alternative Asset Managers (n=3) | | ADP Fidelity National Information Services Visa | | | Ameriprise Financial | Franklin Resources | Northern Trust | | Apollo Global Management | | | | | BNY Mellon | Goldman Sachs | State Street | | Blackstone | | | | | Charles Schwab | Morgan Stanley | T. Rowe Price Group | | KKR & Co. | | | | | Technology-Oriented Financial Services Firms (n=5) | | | | | | | | | American Express | Mastercard | Raymond James | | | | | | | Fiserv | PayPal | | | | | | | New Peer Group Effective 2024 | | | | | |

  89. 2024 Peer Group

    | 72 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  90. Competitive Pay Positioning – Market Data

    Competitive Pay Positioning – Market Data BlackRock engages Aon, a compensation consultant that specializes in conducting proprietary compensation surveys and interpreting compensation trends, using their integrated Radford McLagan Compensation Database. The Company has used these surveys to evaluate the competitiveness of its executive compensation programs overall, including by functional business and by title, and make comparisons on an individual NEO basis, where survey data was available and appropriate. Semler Brossy independently reviewed the results and companies included in the surveys. BlackRock does not engage in formal benchmarking in setting executive compensation levels. 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 Aon and to its survey participants prevent BlackRock from disclosing the companies included in the surveys. The MDCC 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.

  91. Competitive Pay Positioning – Market Data

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 73 |

  92. Additional Insight into 2024 NEO Pay Determinations

    The MDCC was positioned to more meaningfully assess financial performance in 2024 after approving an updated “Financial Compensation Scorecard” early in the year to aid in such assessments. The Financial Compensation Scorecard was enhanced to include expanded reporting of multi-year performance and relative market context. It also reflected refinements to the financial measures themselves which were organized into three newly-established, financial priorities, enabling more robust and insightful discussions of the quality of financial performance and alignment to the Company’s long-term value creation strategy. All NEOs are assessed relative to firmwide financial results as well as their individualized financial, business and organizational strength objectives and results.

  93. Additional Insight into 2024 NEO Pay Determinations

    | | Laurence D. Fink Chairman and CEO | 2024 Compensation (Thousands) | | | | Responsibilities: As CEO, 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. | Base Salary | $1,500 | | | | Annual cash Bonus | $10,568 | | | | Deferred equity Bonus | $7,500 | | | | BPIP award | $17,100 | | | | Total Incentive Awards | $35,168 | | | | Total Annual Compensation | $36,668 | | | The MDCC’s assessment of Mr. Fink’s performance relative to his 2024 responsibilities and objectives resulted in a Far Exceeds determination. Based on its assessment, the MDCC set Mr. Fink’s Total Incentive Award outcome at $35.17 million, or 135% of his 2023 Total Incentive Award. In determining this outcome, the MDCC acknowledged Mr. Fink’s extraordinary efforts in 2024 in which he far exceeded expectations in terms of the success of both the financial strength and organizational/ strategic transformations. The CEO Carry Incentive within Mr. Fink’s 2024 Total Incentive Award was allocated to better align CEO pay to the private markets-driven evolution in BlackRock’s business strategy and Mr. Fink’s role, and recognized his contributions to the private markets platform (e.g. his central role in raising private markets funds/ mandates and sourcing private markets investment opportunities). More details on the annual CEO Carry Incentive can be found on pages 69-70. | | | | Overall Assessment: Far Exceeds Expectations | | | |

  94. Additional Insight into 2024 NEO Pay Determinations

    | Performance Category | Performance Highlights | | | | | | Business Strength 25% Assessment | Deliver on our commitments to clients •Helped to manage the firm’s active investment platform that kept alpha at the heart of BlackRock, including achieving $64 billion in annual active net inflows. •Engaged with clients around the potential uses and benefits of BlackRock’s private markets strategies and offerings, leading to $9 billion of private markets net inflows, led by infrastructure and private credit. •Co-lead BlackRock in continuing to deliver strong long-term active investment performance for clients, with 64% and 82% of the AUM of Active Fundamental Equity and Active Taxable Fixed Income, respectively, above their respective benchmarks for the trailing 5-year period. | | | | | | | | Actively managed AUM above benchmark or peer median | 1-Yr | 3-Yr | 5-Yr | | | | Taxable Fixed Income | 69% | 79% | 82% | | | | Tax-Exempt Fixed Income | 69% | 42% | 45% | | | | Fundamental Equity | 47% | 44% | 64% | | | | Systematic Equity | 93% | 89% | 93% | | | •In partnership with Mr. Fink, oversaw BlackRock’s index investment performance that ended the year with over 94% of the firm’s Index Equity and 97% of Index Fixed Income assets within index tracking tolerance across 1-, 3- and 5-year horizons. •Drove growth across BlackRock’s operating platform, helping the Company achieve record annual technology services revenue of $1.6 billion, up 8% from 2023. Grow with our clients’ needs and Evolve the way we serve clients •Fostered deep engagement with large insurance clients as they continue to navigate the current environment, positioning BlackRock to deepen partnerships in the space. •Helped win key client relationships for Aladdin following the launch of the AI office to drive operational excellence and a centralized disciplined approach for the firm. •In partnership with Mr. Kushel, continued to focus on the evolution of Private Debt, including preparation for integrations in 2025, delivered strong revenue growth in Fundamental Equities from performance fees as well as beta despite challenged organic growth. •Developed and delivered organizational changes to better serve clients, including the formation of a new strategic Global Product Solutions business (“GPS”) that works across any of our investment strategies, asset classes, and fund structures and the creation of a new International business structure to provide unified leadership of our businesses across four regions: Europe, the Middle East, India, and Asia Pacific. •In partnership with Mr. Fink, centralized execution, communication, and activation across Global Clients Business for critical firm initiatives, designed a firm-wide rapid response framework for engaging with clients during unexpected events and launched key global campaigns in partnership with GPS. •Assisted with evolving BlackRock’s Index and Active investment and stewardship platforms to facilitate the integration of GIP and better deliver a whole portfolio value proposition to clients. •In partnership with Mr. Kushel, successfully scaled the Company’s investments businesses resourcefully by leveraging iHubs to accelerate growth and Generative AI to transform core processes. Lead in a changing world •In partnership with Mr. Fink, led engagements with clients, policymakers and industry leaders globally to provide differentiated thought leadership and to better anticipate clients’ evolving investment needs. •Under Mr. Kapito’s leadership as an employee culture carrier of BlackRock’s Principles and its purpose of helping more and more people experience well-being, BlackRock ranked #1 among Securities and Asset Management companies in Fortune’s 2024 “Most Admired Companies” rankings and 22nd among all companies. | | | | |

  95. Summary of Executive Compensation Practices

    | | | | What We Do | What We Don’t Do | | Review pay and performance alignment; Balance short- and long-term incentives, cash and equity, and fixed and variable pay elements; Maintain a Dodd-Frank compliant clawback policy that requires the recovery of erroneously received incentive-based compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements; Maintain an additional clawback policy that allows for the recoupment of annual and long-term performance-based compensation in the event that financial results require a significant restatement due to the actions of an employee; Provide for the forfeiture of equity awards upon certain restrictive covenant breaches and other actions constituting cause for termination; Require one-year minimum vesting for stock-based incentive awards; Maintain meaningful stock ownership and retention guidelines; Maintain policies that prohibit all employees from: •Short selling BlackRock securities; •Pledging BlackRock securities as collateral for a loan (among other items); •Entering into any transactions that have the effect of hedging the economic risks and rewards of BlackRock securities held by such person (other than pursuant to a contractual right negotiated in connection with a merger or acquisition); Limit perquisites; Assess risks of our compensation plans, as described under “Risk Assessment of Compensation Plans” on page 90; Recommend one-year frequency of future executive compensation advisory votes; Solicit an annual advisory vote on executive compensation in order to provide shareholders with an opportunity to give regular feedback; and Annually review the independence of the MDCC’s compensation consultant. | No ongoing employment agreements or guaranteed compensation arrangements with our NEOs; No arrangements with our NEOs providing for automatic single trigger vesting of equity awards upon a change-in-control or transaction bonus payments upon a change-in-control; No dividends or dividend equivalents on unearned RSUs; No dividend equivalents on stock options or stock appreciation rights; No repricing of stock options; No cash buyouts of underwater stock options; No tax reimbursements for perquisites or tax gross-ups for excise taxes incurred due to the application of Section 280G of the Internal Revenue Code; No supplemental retirement benefit arrangements with our NEOs; and No supplemental severance benefit arrangements with our NEOs outside of the standard severance benefits under BlackRock’s Severance Plan. |

  96. Equity Grant Policies

    Equity Grant Policies The MDCC approves annual equity awards at a meeting of the MDCC that is held at approximately the same time every year (during the first fiscal quarter). These annual equity awards are then issued with an effective grant date occurring shortly thereafter during an open trading window following the release of financial information. The MDCC may also approve equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. In 2017 and 2023, the MDCC approved non-recurring long-term grants of performance-based stock options; we have not granted any stock options, SARs, or similar option-like instruments since May 2023. All equity awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of BlackRock common stock on the date of grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity or option grant dates or for the purpose of affecting the value of executive compensation.

  97. Clawback Policies

    Clawback Policies BlackRock maintains a clawback policy which complies with Rule 10D-1 of the Dodd Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and the applicable NYSE listing standards (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy requires BlackRock to recover incentive-based compensation (i.e., compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure) erroneously received by current or former executive officers during the three completed fiscal years immediately preceding any year in which BlackRock is required to prepare an accounting restatement due to material non-compliance with financial reporting requirements. BlackRock continues to maintain its longstanding clawback policy, which allows for the recoupment of all performance-based compensation (including cash- and equity-based incentive compensation received by a current or former employee) in the event that a significant restatement of financial results is required due to the actions of that employee (the “Standing Clawback Policy”). In addition to BlackRock’s clawback policies, BlackRock’s equity award agreements require the forfeiture of equity awards upon certain restrictive covenant breaches and other conduct constituting “cause.” As a result, BlackRock’s combined clawback policies and practices extend beyond the minimum Dodd-Frank requirements and explicitly cover all time-based equity awards.

  98. Clawback Policies

    | | Dodd-Frank Clawback Policy | Standing Clawback Policy | Forfeiture Provisions in Award Agreements | | | | Financial Restatement | Fraud or Willful Misconduct Causing a Financial Restatement | Breach of Restrictive Covenants | Conduct Constituting Cause | | Who | Section 16 officers | All employees | Recipients of equity awards | Recipients of equity awards | | Application | If BlackRock is required to prepare an accounting restatement due to material non-compliance with financial reporting requirements (even if there was no misconduct or failure of oversight on the part of any covered officer). | 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 incentive-based compensation that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated financial reporting measures must be recouped.(1) | All performance-based compensation (including annual cash bonuses and all 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(2)) may be recouped by BlackRock, and any then-unvested awards will be forfeited. All or a portion of any unvested awards(2) will be forfeited if the recipient competes with BlackRock following certain terminations of employment. | Any unvested equity awards held by the recipient (and any vested but unexercised options) will be forfeited. |

  99. Severance

    Severance Our NEOs are eligible for standard severance benefits under the BlackRock Severance Plan in the event of involuntary termination of employment without cause (as defined under the Severance Plan) by 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.

  100. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  101. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards (Fair Value of Awards) ($)(2) | Performance- Based Option Awards (Fair Value Awards) ($)(3) | All Other Compensation ($)(4) | Total ($) | | Laurence D. Fink Chairman and Chief Executive Officer | 2024 | $1,500,000 | $10,567,500 | $18,150,103 | — | $550,943 | $30,768,546 | | | 2023 | $1,500,000 | $7,900,000 | $16,449,974 | — | $1,089,500 | $26,939,474 | | | 2022 | $1,500,000 | $7,250,000 | $23,250,554 | — | $725,555 | $32,726,109 | | Robert S. Kapito President | 2024 | $1,250,000 | $6,700,000 | $13,299,637 | — | $533,737 | $21,783,374 | | | 2023 | $1,250,000 | $5,700,000 | $12,200,286 | — | $398,399 | $19,548,685 | | | 2022 | $1,250,000 | $5,500,000 | $17,799,659 | — | $383,430 | $24,933,089 | | Robert L. Goldstein Senior Managing Director and Chief Operating Officer | 2024 | $750,000 | $4,023,000 | $8,264,643 | — | $67,270 | $13,104,913 | | | 2023 | $500,000 | $3,335,000 | $6,749,680 | $8,500,029 | $50,435 | $19,135,144 | | | 2022 | $500,000 | $2,550,000 | $9,124,488 | — | $54,195 | $12,228,683 | | Martin S. Small Senior Managing Director, Chief Financial Officer and Global Head of Corporate Strategy | 2024 | $750,000 | $3,375,000 | $5,325,766 | — | $29,150 | $9,479,916 | | | 2023 | $500,000 | $2,175,000 | $3,625,062 | $6,500,030 | $14,150 | 12,814,242 | | | — | — | — | — | — | — | — | | J. Richard Kushel Senior Managing Director and Head of the Portfolio Management Group | 2024 | $750,000 | $3,175,000 | $6,075,064 | — | $68,770 | $10,068,834 | | | 2023 | $500,000 | $2,525,000 | $5,099,626 | $7,499,956 | $52,685 | $15,677,267 | | | 2022 | $500,000 | $2,050,000 | $7,235,688 | — | $54,195 | $9,839,883 |

  102. 2024 Summary Compensation Table

    (1)Bonus. These amounts represent the discretionary annual cash 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 2025 (for fiscal year 2024) was based on subjective criteria, as more fully described in the “2024 NEO Compensation and Performance Summaries” on pages 74-88. As described on pages 62-63 of the “Compensation Discussion and Analysis,” in January 2025, Messrs. Fink, Kapito, Goldstein, Small and Kushel were awarded RSUs as part of their discretionary annual bonuses for the 2024 fiscal year. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, these awards had targeted grant date values of $7,500,000, $4,800,000, $3,597,000, $2,625,000 and $2,325,000, respectively, based on the average of the high and low prices per share of BlackRock common stock on January 16, 2025, which was calculated to be $999.36. Additionally, Messrs. Fink, Kapito, Goldstein, Small and Kushel received discretionary BPIP awards consisting of performance-based RSU awards with targeted grant date values of $17,100,000, $12,300,000, $6,150,000, $5,250,000 and $4,500,000, respectively. The base number of units granted pursuant to BPIP awards was determined by dividing the individual’s award value by the average of the high and low prices per share of BlackRock common stock on January 16, 2025. (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 2024 Form 10-K. The amount included with respect to the BPIP awards granted in January 2024 is based on the grant date fair value assuming target level of performance. If maximum level of performance had been assumed, the grant date fair value of the BPIP awards would have been (i) $21,697,924 for Mr. Fink; (ii) $15,757,422 for Mr. Kapito; (iii) $9,404,367 for Mr. Goldstein; (iv) $6,765,608 for Mr. Small; and (v) $7,424,639 for Mr. Kushel. (3)Performance-Based Options Awards. In May 2023, BlackRock implemented a key strategic part of our long-term management succession plans by granting non-recurring 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. Consequently, we do not consider these awards to be part of our regular annual compensation determinations for 2023. See “Performance-Based Stock Options” on page 70. Amounts reflect the grant date fair value of performance-based option awards made during the calendar year as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 18 to the consolidated financial statements in our 2024 Form 10-K. (4)All Other Compensation. For Messrs. Fink, Kapito, Goldstein, Small and Kushel, $29,150, $29,150, $29,150, $29,150, and $29,150, respectively, was attributable to contributions made by BlackRock under its tax-qualified defined contribution (401(k)) plan in 2024. For Messrs. Kapito and Kushel, $1,500 was attributable to contributions made by BlackRock under its health savings account (HSA) medical plan in 2024. For Messrs. Fink, Kapito, Goldstein, Small and Kushel, $0, $38,120, $38,120, $0 and $38,120, respectively, was attributable to financial planning services for 2024.

  103. 2024 Summary Compensation Table

    | 94 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  104. 2024 Summary Compensation Table

    For Messrs. Fink and Kapito, the value reported for 2024 also includes $295,000 and $295,000, respectively, which reflects the incremental cost associated with personal use of company-provided aircraft services that counted toward their respective personal use allowances approved by the MDCC. Messrs. Fink and Kapito are required by the Board to utilize company-provided airplane services for all business and personal travel in the interest of protecting their personal security. Aircraft incremental cost is based on, as applicable, (i) variable operating cost per flight hour for the BlackRock corporate aircraft (including fuel and variable maintenance expenses) plus any trip-specific incremental costs (such as crew expenses, catering expenses and fees associated with landing, parking and flight planning) or (ii) actual charter cost, in each case, less reimbursement received from the NEO. These amounts relate to flights taken between December 1, 2023 and November 30, 2024, rather than flights taken during BlackRock’s fiscal year. Prior to 2023, to protect the health and safety of the flight crew on account of the COVID-19 pandemic, BlackRock required corporate aircraft to return to base rather than stay at the passenger’s destination (“deadhead flights”), which resulted in an increased number of deadhead flights associated with aircraft usage. Reported amounts prior to 2023 include the incremental cost to BlackRock associated with deadhead flights. For the personal security of Mr. Fink and Mr. Kapito, the values reported for 2024 also include $226,793 and $169,967, respectively, for expenses incurred by the Company to provide personal and residential security. This includes the provision of armed security personnel assigned to protect Messrs. Fink and Kapito, as well as armed security personnel assigned to provide residential security at each of their respective residences. For Mr. Kapito, the $169,967 also includes $152,927 to provide for the installation, enhancement, upgrade and operational support for the home security systems at his residence, as recommended by an independent, third-party security study and supported by the Board as necessary and in the interest of the Company and its shareholders. For more information regarding perquisites, see “Perquisites” on page 93. No nonqualified deferred compensation earnings were determined to be above-market. None of the NEOs participate in any BlackRock-sponsored defined benefit pension plans.

  105. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information concerning equity incentive plan-based compensation provided by BlackRock in 2024 to our NEOs.

  106. 2024 Grants of Plan-Based Awards

    | | Grant Date(1) | | Date of MDCC Action | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | | | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | Laurence D. Fink | | 1/16/2024 | 1/11/2024(2) | | | | | | | 6,259 | $4,999,846 | | | | 1/16/2024 | 1/11/2024(3) | | — | | 16,462 | | 27,162 | | $13,150,257 | | Robert S. Kapito | | 1/16/2024 | 1/11/2024(2) | | | | | | | 4,694 | $3,749,685 | | | | 1/16/2024 | 1/11/2024(3) | | — | | 11,955 | | 19,726 | | $9,549,953 | | Robert L. Goldstein | | 1/16/2024 | 1/11/2024(2) | | | | | | | 3,211 | $2,565,027 | | | | 1/16/2024 | 1/11/2024(3) | | — | | 7,135 | | 11,773 | | $5,699,616 | | Martin S. Small | | 1/16/2024 | 1/11/2024(2) | | | | | | | 1,534 | $1,225,398 | | | | 1/16/2024 | 1/11/2024(3) | | — | | 5,133 | | 8,469 | | $4,100,369 | | J. Richard Kushel | | 1/16/2024 | 1/11/2024(2) | | | | | | | 1,972 | $1,575,283 | | | | 1/16/2024 | 1/11/2024(3) | | — | | 5,633 | | 9,294 | | $4,499,781 |

  107. 2024 Grants of Plan-Based Awards

    (1)Grant Date. Grant date is the date on which approved award values were converted to a number of RSUs based on the average of the high and low prices of BlackRock common stock on that date. (2)These January 16, 2024 awards represent grants of deferred equity Bonuses (RSUs) awarded to Messrs. Fink, Kapito, Goldstein, Small and Kushel as part of their 2023 Total Incentive Awards. These awards vest one-third on each of the first three anniversaries of the grant date beginning on January 31, 2025. At the time of vesting, the NEOs are entitled to payment of accrued dividends with respect to the shares underlying the vested RSUs. (3)These January 16, 2024 awards represent BPIP awards granted to Messrs. Fink, Kapito, Goldstein, Small and Kushel in respect of services performed in 2023. To determine the base number of RSUs comprising each BPIP award, the award value was divided by the grant price (i.e., $798.83). The grant price represents an average of the high and low price of BlackRock common stock on January 16, 2024 (i.e., the second trading day following the release of earnings for the fourth quarter of 2023). The BPIP awards will be eligible to vest on January 31, 2027, subject to the Company’s attainment of the applicable financial targets during the three-year performance period commencing on January 1, 2024 and ending on December 31, 2026. The number of shares of BlackRock common stock each NEO will receive upon settlement of the award will be equal to the base number of RSUs, multiplied by a percentage determined by application of the award determination matrix set forth in the NEO’s award agreement. The percentage multiplier is determined by the Company’s average annual Organic Revenue Growth and Operating Margin, as adjusted, during the performance period. If performance is below the minimum thresholds set forth on the award determination matrix for both performance metrics, the award payout will be zero. If the Company attains the maximum (or greater) level of performance for both performance metrics, the award payout will be equal to 165% of the base number. Performance at target would result in the NEO receiving 100% of the base number. (4)Grant Date Fair Value of Stock Awards. Reflects the grant date fair value of awards as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 18 to the consolidated financial statements in our 2024 Form 10-K. The amount included with respect to the BPIP awards is based on the grant date fair value assuming target level of performance.

  108. 2024 Grants of Plan-Based Awards

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 95 |

  109. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  110. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Laurence D. Fink | 1/18/2022 | — | — | — | — | — | 1,943(2) | $1,991,789 | | | 1/18/2022 | — | — | — | — | — | 9,509(3) | $9,747,771 | | | 1/17/2023 | — | — | — | — | — | 3,362(2) | $3,446,420 | | | 1/17/2023 | — | — | — | — | — | 17,506(3) | $17,945,576 | | | 1/16/2024 | — | — | — | — | — | 6,259(2) | $6,416,163 | | | 1/16/2024 | — | — | — | — | — | 24,067(3) | $24,671,322 | | Robert S. Kapito | 1/18/2022 | — | — | — | — | — | 1,863(2) | $1,909,780 | | | 1/18/2022 | — | — | — | — | — | 6,796(3) | $6,966,648 | | | 1/17/2023 | — | — | — | — | — | 2,197(2) | $2,252,167 | | | 1/17/2023 | — | — | — | — | — | 13,440(3) | $13,777,478 | | | 1/16/2024 | — | — | — | — | — | 4,694(2) | $4,811,866 | | | 1/16/2024 | — | — | — | — | — | 17,478(3) | $17,916,873 | | Robert L. Goldstein | 12/4/2017 | 54,190 | — | — | 513.50 | 12/4/2026(4) | — | — | | | 1/18/2022 | — | — | — | — | — | 1,352(2) | $1,385,949 | | | 1/18/2022 | — | — | — | — | — | 2,971(3) | $3,045,602 | | | 1/17/2023 | — | — | — | — | — | 807(2) | $827,264 | | | 1/17/2023 | — | — | — | — | — | 8,064(3) | $8,266,487 | | | 5/30/2023 | — | — | 57,694 | 673.58 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | — | 3,211(2) | $3,291,628 | | | 1/16/2024 | — | — | — | — | — | 10,431(3) | $10,692,922 | | Martin S. Small | 12/4/2017 | 27,047 | — | — | 513.50 | 12/4/2026(4) | — | — | | | 1/18/2022 | — | — | — | — | — | 795(2) | $814,962 | | | 1/18/2022 | — | — | — | — | — | 819(3) | $839,565 | | | 1/17/2023 | — | — | — | — | — | 224(2) | $229,625 | | | 1/17/2023 | — | — | — | — | — | 4,652(3) | $4,768,812 | | | 5/30/2023 | — | — | 44,119 | 673.58 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | — | 1,534(2) | $1,572,519 | | | 1/16/2024 | — | — | — | — | — | 7,504(3) | $7,692,425 | | J. Richard Kushel | 12/4/2017 | 67,142 | — | — | 513.50 | 12/4/2026(4) | — | — | | | 1/18/2022 | — | — | — | — | — | 1,437(2) | $1,473,083 | | | 1/18/2022 | — | — | — | — | — | 1,886(3) | $1,933,357 | | | 1/17/2023 | — | — | — | — | — | 986(2) | $1,010,758 | | | 1/17/2023 | — | — | — | — | — | 5,513(3) | $5,651,431 | | | 5/30/2023 | — | — | 50,906 | 673.58 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | — | 1,972(2) | $2,021,517 | | | 1/16/2024 | — | — | — | — | — | 8,235(3) | $8,441,781 |

  111. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 96 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  112. 2024 Outstanding Equity Awards at Fiscal Year-End

    (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 $1,025.11 per share of BlackRock common stock on December 31, 2024. With respect to the BPIP awards, the value shown is based on the number of shares that the NEO would receive upon settlement of the award assuming actual performance through December 31, 2024 and 100% of target for the remainder of the performance period. (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, 2024 and target-level performance pursuant to the 2024 BPIP award Determination Matrix on page 67 for the remainder of the performance period (which equals 43.0% of target for the BPIP awards granted January 18, 2022, 102.5% of target for the BPIP awards granted January 17, 2023 and 146.2% of target for the BPIP awards granted January 16, 2024). See “Potential Payments Upon Termination or Change in Control” on page 98 for additional details regarding these awards. (4)In the fourth quarter of 2017, BlackRock implemented a key strategic part of our long-term management succession 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 believed would play critical roles in BlackRock’s future. These awards represent performance-based option awards granted to Messrs. Goldstein, Small and Kushel in connection with such succession planning. One-third of these performance-based stock options vested on each of December 4, 2022, December 4, 2023, and December 4, 2024. The term of the stock options is nine years. Consistent with the intent of these grants, if a participant voluntarily terminates employment for any reason, including retirement, all unvested awards are forfeited. See “Potential Payments Upon Termination or Change in Control” on page 98 for additional details regarding these awards. (5)In May 2023, BlackRock implemented a key strategic part of our long-term management succession plans by granting non-recurring 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. See “Performance-Based Stock Options” on page 70. These awards represent performance-based option awards granted to Messrs. Goldstein, Small and Kushel in connection with the strategic initiative. Vesting is contingent upon the achievement of obtaining 130% of grant-date stock price of $673.58 over 60 consecutive calendar days within four years from the grant date and attainment of positive Organic Revenue Growth during the three-year performance period. If both hurdles are achieved, the award will vest in three tranches of 25%, 25% and 50% in May of 2027, 2028 and 2029, respectively. The term of the stock options is nine years. Consistent with the intent of these grants, if a participant voluntarily terminates employment for any reason, including retirement, all unvested awards are forfeited. See “Potential Payments Upon Termination or Change in Control” on page 98 for additional details regarding these awards.

  113. 2024 Outstanding Equity Awards at Fiscal Year-End

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 97 |

  114. 2024 Option Exercises and Stock Vested

    2024 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, 2024 on the exercise of options or the vesting and/or settlement of RSUs.

  115. 2024 Option Exercises and Stock Vested

    | | Option Awards | | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | Laurence D. Fink | | — | — | | 20,159 | $15,758,895 | | Robert S. Kapito | | — | — | | 15,815 | $12,363,060 | | Robert L. Goldstein | | 54,000 | $28,756,619 | | 8,498 | $6,643,142 | | Martin S. Small | | — | — | | 3,087 | $2,413,201 | | J. Richard Kushel | | 14,000 | $5,255,915 | | 6,687 | $5,227,429 |

  116. 2024 Option Exercises and Stock Vested

    (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.

  117. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  118. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | | Aggregate Earnings (Losses) in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(2) | | Laurence D. Fink | — | | — | $4,511,156 | — | $28,540,129 | | Robert S. Kapito | — | | — | $20,790 | — | $281,256 | | Robert L. Goldstein | — | | — | $119,430 | $664,006 | $939,205 | | Martin S. Small | — | | — | — | — | — | | J. Richard Kushel | $1,010,000(3) | | — | $679,101 | $791,857 | $6,873,896 |

  119. 2024 Nonqualified Deferred Compensation

    (1)Represents earnings on balances in the VDCP (as described below), none of which were determined to be above-market. (2)Amounts shown include deferred portions of the annual cash Bonuses payable to each NEO (other than Mr. Small) as reported in the Salary and/or Bonus columns of our Summary Compensation Tables for previous years. (3)The amount of Mr. Kushel’s contribution to the VDCP are included in his 2023 Bonus column values of the 2024 Summary Compensation Table.

  120. Potential Payments Upon Termination or Change in Control

    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 99 and 101, in each case assuming a termination of employment of the NEO on December 31, 2024.

  121. Potential Payments Upon Termination or Change in Control

    | 98 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  122. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

  123. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    | Type of Award | Voluntary Resignation | Termination For Cause | Involuntary Termination Without Cause(1) | Qualified Retirement/ Disability | Death | | RSUs Granted as Deferred Equity Bonuses | Unvested awards are forfeited. | Unvested awards are forfeited. | Awards will continue to vest in accordance with their schedule following termination. Any portion of the award that remains unvested on the one-year anniversary of termination will become fully vested on that date, subject to non-engagement in any competitive activity prior to the vesting date. 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 vest in accordance with their schedule following termination. Any portion of the award that remains unvested on the one-year anniversary of termination will become fully vested on that date, subject to non-engagement in any competitive activity prior to the vesting date. | Immediate vesting and settlement. | | RSUs Granted as BPIP Awards | Unvested awards are forfeited. | Unvested awards are forfeited. | 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 competitive activity prior to the vesting date. If termination occurs within the 12-month period following a change in control, awards granted will fully vest at target level. | 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 competitive activity prior to the vesting date. | Awards will continue to be eligible to fully vest following the end of the performance period, subject to attainment of the applicable performance targets. | | Performance-Based Option Awards (applicable to the 2017 and 2023 Awards, except as specifically noted) | Unvested awards are forfeited; vested but unexercised awards remain exercisable for a 90-day period following separation subject to non-engagement in any competitive activity prior to exercise of the awards. | Unvested awards are forfeited; vested and unexercised awards are cancelled. | 2017 Awards: 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 conditions and non-engagement in any competitive activity prior to exercise of the awards. The applicable performance conditions have been achieved. If termination occurs within the 12-month period following a change in control, awards will fully vest and remain exercisable through the full term. 2023 Awards: Awards are forfeited if terminated within two years of grant. Thereafter, awards will be reduced by 50% and vest on a pro rata basis with respect to each tranche (based on length of service during the vesting period) and will remain exercisable through the full term, subject to achievement of the applicable performance conditions and non-engagement in any competitive activity prior to exercise of the awards. If termination occurs within the 12-month period following a change in control, unvested awards are forfeited. | Qualified Retirement: Unvested awards are forfeited; vested but unexercised awards remain exercisable for a 90-day period following separation subject to non- engagement in any competitive activity prior to exercise of the awards. Disability: Awards will continue to be eligible to fully vest on each vesting date, subject to achievement of the applicable performance conditions and non-engagement in any competitive activity prior to exercise of the awards. Solely with respect to the 2017 Awards, the applicable performance conditions have been achieved. Any vested options will remain exercisable through the full term. | Awards will continue to be eligible to fully vest on each vesting date, subject to achievement of the applicable performance conditions. Solely with respect to the 2017 Awards, the applicable performance conditions have been achieved. Any vested options will remain exercisable through the full term. |

  124. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    (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).

  125. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 99 |

  126. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    CEO Carry Incentive: Mr. Fink’s Carry Incentive was approved as of February 11, 2025, subsequent to the time period covered by the table below. In the event of a termination of employment due to voluntary resignation (other than due to a qualified retirement) or an involuntary termination for cause, all vested and unvested portions of the Carry Incentive will be forfeited. In the event of an involuntary termination without cause, all unvested portions of the Carry Incentive will be forfeited. In the event of a termination of employment due to qualified retirement, the Carry Incentive will continue to vest for one year from the date of termination and any remaining unvested portions will then be forfeited. In the event of a termination of employment due to death or disability, vesting will be accelerated in full. For additional details regarding the CEO Carry Incentive, see page 69. 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 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, 2024. Accordingly, no amounts have been included in the table on page 101 with respect to VDCP balances. For additional information, please refer to the “2024 Nonqualified Deferred Compensation” table on page 98. Leadership Retention Carry Plan: No percentage points were granted under the Leadership Retention Carry Plan to any of our NEOs in 2024. In the event of a termination of employment due to voluntary resignation, termination for cause or involuntary termination without cause, all percentage points granted are forfeited. In the event of a termination of employment due to qualified retirement, death or disability, each recipient would begin receiving cash distributions in accordance with the schedule described below, with respect to his or her percentage points granted under the BlackRock Leadership Retention Carry Plan, subject to the execution of a release of claims and compliance with restrictive covenant obligations. An initial distribution would be made on the first payroll date following June 30 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 applicable distributions to BlackRock from the participating BlackRock carry funds as of the applicable measurement date, provided that each of first two distributions will be limited to 80% of the distributions calculated as of the applicable measurement date. For purposes of each distribution, the measurement date will be the December 31 preceding the year in which the distribution is made. For additional details regarding the Leadership Retention Carry Plan, see page 65 of BlackRock’s 2020 Proxy Statement.

  127. Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control

    | 100 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  128. Potential Payments Upon Termination of Employment or a Change in Control

    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, 2024 and are based on the closing price of BlackRock common stock on December 31, 2024, which was $1,025.11. 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.

  129. Potential Payments Upon Termination of Employment or a Change in Control

    | Name | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following a Change in Control | Qualified Retirement | Disability/ Death | Voluntary Resignation/ Termination for Cause | | | Laurence D. Fink | | | | | | | | Deferred equity Bonus(1) | $11,854,372 | $11,854,372 | $11,854,372 | $11,854,372 | | — | | BPIP awards(2), (3), (4) | $52,364,669 | $44,130,986 | $52,364,669 | $52,364,669 | | — | | Severance(10) | $1,557,692 | $1,557,692 | — | — | | — | | Total(12) | $65,776,733 | $57,543,050 | $64,219,041 | $64,219,041 | | — | | Robert S. Kapito | | | | | | | | Deferred equity Bonus(1) | $8,973,813 | $8,973,813 | $8,973,813 | $8,973,813 | | — | | BPIP awards(2), (3), (4) | $38,660,999 | $32,663,080 | $38,660,999 | $38,660,999 | | — | | Severance(10) | $1,298,077 | $1,298,077 | — | — | | — | | Leadership Retention Carry Plan(11) | — | — | $1,500,614 | $1,500,614 | | — | | Total(12) | $48,932,888 | $42,934,970 | $49,135,426 | $49,135,426 | | — | | Robert L. Goldstein | | | | | | | | Deferred equity Bonus(1) | $5,504,841 | $5,504,841 | $5,504,841 | $5,504,841 | | — | | BPIP awards(2), (3), (4) | $22,005,011 | $18,424,302 | $22,005,011 | $22,005,011 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | — | — | — | $20,281,172 | | — | | Severance(10) | $778,846 | $778,846 | — | — | | — | | Total(12) | $28,288,698 | $24,707,989 | $27,509,852 | $47,791,024 | | — | | Martin S. Small | | | | | | | | Deferred equity Bonus(1) | $2,617,106 | $2,617,106 | $2,617,106 | $2,617,106 | | — | | BPIP awards(2), (3), (4) | $13,300,802 | $10,754,429 | $13,300,802 | $13,300,802 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | — | — | — | $15,509,152 | | — | | Severance(10) | $519,231 | $519,231 | — | — | | — | | Total(12) | $16,437,139 | $13,890,766 | $15,917,908 | $31,427,060 | | — | | J. Richard Kushel | | | | | | | | Deferred equity Bonus(1) | $4,505,358 | $4,505,358 | $4,505,358 | $4,505,358 | | — | | BPIP awards(2), (3), (4) | $16,026,570 | $13,221,869 | $16,026,570 | $16,026,570 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | — | — | — | $17,894,986 | | — | | Severance(10) | $778,846 | $778,846 | — | — | | — | | Total(12) | $21,310,774 | $18,506,073 | $20,531,928 | $38,426,914 | | — |

  130. Potential Payments Upon Termination of Employment or a Change in Control

    (1)This reflects an amount equal to (i) the number of unvested RSUs awarded as deferred equity Bonuses outstanding as of December 31, 2024, multiplied by (ii) $1,025.11 (the closing price of BlackRock common stock on December 31, 2024). For additional details on the deferred equity Bonuses, please refer to the “2024 Outstanding Equity Awards at Fiscal Year-End” table on page 96 and the “Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 99. (2)BPIP awards upon an involuntary termination without cause (other than following a change in control): For the January 2022 BPIP awards, January 2023 BPIP awards and January 2024 BPIP awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the performance targets through December 31, 2024, and target-level performance pursuant to the 2024 BPIP Award Determination Matrix on page 67 for the remainder of the applicable performance period, multiplied by (ii) $1,025.11. The actual number of shares that an NEO would receive following the end of the three-year performance period will be based on the Company’s actual performance over the duration of the performance period. For additional details on the BPIP awards, please refer to the “2024 Grants of Plan-Based Awards” table on page 95, the “2024 Outstanding Equity Awards at Fiscal Year-End” table on page 96 and the “Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 99.

  131. Potential Payments Upon Termination of Employment or a Change in Control

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 101 |

  132. Potential Payments Upon Termination of Employment or a Change in Control

    (3)BPIP awards upon an involuntary termination without cause within 12 months following a change in control: For January 2022 BPIP awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance through December 31, 2024, multiplied by (ii) $1,025.11. For both January 2023 BPIP awards and January 2024 BPIP awards, the table reflects an amount equal to (i) the number of shares that the NEO would receive assuming the achievement of target-level performance pursuant to the 2024 BPIP Award Determination Matrix on page 67 during the performance period multiplied by (ii) $1,025.11. Under the terms of the Stock Plan, any outstanding awards that are not assumed by the acquirer in the event of a change in control would become fully vested (at target level for performance-based awards). (4)BPIP awards upon a termination due to death, disability or qualified retirement: For the January 2022 BPIP awards, January 2023 BPIP awards and January 2024 BPIP awards, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award, assuming actual performance relative to the performance targets through December 31, 2024, and target-level performance pursuant to the 2024 BPIP Award Determination Matrix on page 67 for the remainder of the applicable performance period, multiplied by (ii) $1,025.11. The actual number of shares that an NEO would receive following the end of the three-year performance period will be based on the Company’s actual performance over the duration of the performance period. (5)In May 2023, BlackRock implemented a key strategic part of our long-term management succession plans by granting non-recurring 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. Consequently, we do not consider these awards to be part of our regular annual compensation determinations for 2023. See “Performance-Based Stock Options” on page 70. (6)Option Awards upon an involuntary termination without cause: The 2023 Option Awards are forfeited if terminated without cause within 2 years of grant. For additional details on these awards, see the “2024 Outstanding Equity Awards at Fiscal Year-End” table on page 96. (7)Option Awards upon a termination without cause within 12 months following a change in control: The 2023 Option Awards are forfeited upon a termination without cause within 12 months following a change in control. (8)Option Awards upon qualified retirement: All unvested options will be forfeited. (9)Option Awards upon a termination due to death or disability: All unvested awards will continue to vest. The amounts shown represent the value of unvested options as of December 31, 2024. (10)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, 2024. (11)Leadership Retention Carry Plan Award upon a termination due to qualified retirement, disability or death: The value shown for Mr. Kapito reflects an award of percentage points under the BlackRock Leadership Retention Carry Plan to promote his long-term retention and drive future growth and performance and constitutes a reasonable estimate of the portion of the carry pool that would be payable to Mr. Kapito under the plan based upon the amount of applicable distributions received by BlackRock from participating funds as of December 31, 2024. The remaining value of the award depends on multiple factors that remain unknown, including timing of realization of the underlying investments in the participating illiquid alternative funds and the specific returns achieved with respect to the participating funds, and is not currently subject to reasonable estimation. However, had the participating funds been liquidated as of December 31, 2024 and all amounts been distributed and monetized in accordance with the respective funds’ distribution and related provisions, and had an actual qualifying termination of employment occurred on December 31, 2024, the remaining value of the award (which is in addition to the amount shown in the table) would have been approximately $25.3 million. The value of the award following an actual qualifying termination of employment will differ from these amounts depending on circumstances at the time. (12)Total values for deferred equity Bonuses, 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.”

  133. CEO Pay Ratio for 2024

    CEO Pay Ratio for 2024 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 2024, our last completed fiscal year: •The median of the annual total compensation of all employees of our Company (other than our CEO) was $172,264; and •The annual total compensation of our CEO, as reported in the 2024 Summary Compensation Table included in this Proxy Statement, was $30,768,546. 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 179:1. This result is broadly consistent with our historical pay practices.

  134. CEO Pay Ratio for 2024

    | 102 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  135. 2024 CEO Pay Ratio = 179:1

    2024 CEO Pay Ratio = 179:1

  136. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain aspects of our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to include various adjustments to amounts that have been reported in the Summary Compensation Table for 2024 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both reported in our Summary Compensation Table for 2024 and in previous years, as well as the adjusted values required in this section for the 2020, 2021, 2022, 2023 and 2024 calendar years.

  137. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Net Income ($ millions)(5) | Operating Margin, as Adjusted(6) | | | 2024 | $30,768,546 | $56,483,706 | $13,609,260 | $36,574,292 | $231.05 | $232.43 | $6,369 | | 44.5% | | 2023 | $26,939,474 | $26,855,065 | $15,627,388 | $20,027,946 | $178.70 | $168.44 | $5,502 | | 41.7% | | 2022 | $32,726,109 | $(5,793,787) | $13,782,910 | $(12,461,284) | $151.62 | $128.15 | $5,178 | | 42.8% | | 2021 | $32,587,335 | $65,321,174 | $14,814,344 | $39,235,001 | $190.47 | $171.06 | $5,901 | | 46.8% | | 2020 | $27,356,432 | $56,852,871 | $12,121,020 | $36,172,170 | $147.21 | $115.88 | $4,932 | | 46.0% |

  138. Pay Versus Performance

    (1)Reflects compensation amounts reported in the Summary Compensation Table for Mr. Fink, who served as our CEO for the respective years shown. Reflects average compensation amounts reported in the Summary Compensation Table for the following non-CEO NEOs for the fiscal years noted below: •2024: Messrs. Kapito, Goldstein, Small and Kushel. •2023: Messrs. Kapito, Goldstein, Wiedman, Small and Shedlin. •2022: Messrs. Kapito, Goldstein, Kushel and Shedlin. •2021: Messrs. Kapito, Goldstein, Kushel and Shedlin. •2020: Messrs. Kapito, Goldstein, Shedlin and Wiedman. (2)Dollar amounts reflect “compensation actually paid” for our CEO and average “compensation actually paid” for our non-CEO NEOs for each of the 2024, 2023, 2022, 2021 and 2020 fiscal years. In determining the “compensation actually paid” to our NEOs, we are required by SEC rules to include various adjustments to amounts that have been reported in the Summary Compensation Table for 2024 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. Because none of our NEOs participated in any Company-sponsored defined benefit pension program in the covered years, we have not included any adjustments with respect to service cost or prior service cost for any pension plans. These amounts do not reflect the year-end executive pay decisions made by the MDCC as detailed in the “NEO Total Annual Compensation Summary” on page 62. For information regarding the decisions made by our MDCC in regard to our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above, including the discussion beginning on page 56 of this Proxy Statement.

  139. Pay Versus Performance

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 103 |

  140. CEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    CEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

  141. CEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | Year | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | CEO | | Mr. Fink | | Mr. Fink | | Mr. Fink | | Mr. Fink | | Mr. Fink | | Summary Compensation Table Total Compensation ($) | | 27,356,432 | | 32,587,335 | | 32,726,109 | | 26,939,474 | | 30,768,546 | | Less: Equity Award Values Reported in Summary Compensation Table for the Covered Year ($) | | (15,999,930) | | (18,849,371) | | (23,250,554) | | (16,449,974) | | (18,150,103) | | Plus: Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($) | | 23,542,782 | | 29,527,964 | | 10,821,969 | | 15,241,152 | | 31,087,941 | | Plus/Less: Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($) | | 19,210,242 | | 20,751,886 | | (22,966,972) | | (1,211,612) | | 12,076,637 | | Plus/Less: Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($) | | 1,149,414 | | (635,548) | | (4,072,502) | | 1,577,082 | | (755,917) | | Plus: Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($) | | — | | — | | — | | — | | — | | Less: Fair Value of Equity Awards Forfeited during the Covered Year ($) | | — | | — | | — | | — | | — | | Plus: Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation ($) | | 1,593,931 | | 1,938,907 | | 948,163 | | 758,942 | | 1,456,602 | | Compensation Actually Paid to CEO ($) | | 56,852,871 | | 65,321,174 | | (5,793,787) | | 26,855,065 | | 56,483,706 |

  142. Average Non-CEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    Average Non-CEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

  143. Average Non-CEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    | Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | 2024 Average | | Non-CEO NEOs | See note (1) above for NEO details | | | | | | Average Summary Compensation Table Total Compensation ($) | 12,121,020 | 14,814,344 | 13,782,910 | 15,627,388 | 13,609,260 | | Less: Average Equity Award Values Reported in Summary Compensation Table for the Covered Year ($) | (7,137,300) | (8,646,287) | (10,018,757) | (11,741,131) | (8,241,278) | | Plus: Average Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($) | 10,462,842 | 13,191,839 | 5,372,696 | 14,044,991 | 14,110,760 | | Plus/Less: Average Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($) | 19,724,323 | 19,333,261 | (16,643,676) | 950,007 | 12,869,440 | | Plus/Less: Average Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($) | 402,384 | (231,411) | (5,388,671) | 835,730 | 3,602,949 | | Plus: Average Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($) | — | — | — | — | — | | Less: Average Fair Value of Equity Awards Forfeited during the Covered Year ($) | — | — | — | — | — | | Plus: Average Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Average Summary Compensation Table Total Compensation ($) | 598,901 | 773,255 | 434,214 | 310,960 | 623,161 | | Average Compensation Actually Paid to Non-CEO NEOs ($) | 36,172,170 | 39,235,001 | (12,461,284) | 20,027,946 | 36,574,292 |

  144. Average Non-CEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    | 104 | BLACKROCK, INC. 2025 PROXY STATEMENT |

  145. Average Non-CEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    Equity Award Valuation Assumptions: BPIP award grant date fair values are calculated using the stock price as of the grant date assuming target performance. Adjustments to these values have been made using the stock price and projected vesting assumptions as of each subsequent measurement date, assuming actual performance relative to the applicable performance targets through the applicable measurement date and target performance for years in the performance period beyond the applicable measurement date (based on the award determination matrix for the BPIP award granted in the January following the applicable measurement date). RSU values represent fair values which are calculated using the stock price as of each measurement date. Stock options represent performance-based option awards with vesting contingent on the NEOs’ continued service and BlackRock’s achievement of a stock price hurdle and positive Organic Revenue Growth. Stock option fair values for measurement dates prior to when the price hurdle was achieved are calculated by a Monte Carlo simulation model with an embedded binomial lattice model, which accounts for the risk of non-achievement. For stock option fair values occurring after the achievement of the price hurdle, the values are calculated by a binomial lattice model only. The stock option binomial lattice modelling uses a consistent set of valuation inputs (including BlackRock stock price, volatility, and dividend rates, market risk free rate, and the options’ strike price and term) which have been updated as of each measurement date, as applicable. (3)Represents the cumulative Total Shareholder Return (“TSR”) of BlackRock for the periods ending on December 31, 2024, 2023, 2022, 2021 and 2020, respectively, based on an initial fixed investment of $100 in BlackRock common stock on December 31, 2019. For 2024, represents the five-year TSR (2020-2024), for 2023, represents the four-year TSR (2020-2023), for 2022, represents the three-year TSR (2020-2022), for 2021, represents the two-year TSR (2020-2021) and for 2020 represents the one-year TSR (2020). (4)Represents the cumulative TSR of the S&P U.S. BMI Asset Management & Custody Banks Index (as reported in BlackRock’s Annual Report on Form 10-K) for each of the periods ending on December 31, 2024, 2023, 2022, 2021 and 2020, respectively, based on an initial fixed investment of $100 in BlackRock common stock on December 31, 2019. For 2024, represents the five-year TSR (2020-2024), for 2023, represents the four-year TSR (2020-2023), for 2022, represents the three-year TSR (2020-2022), for 2021, represents the two-year TSR (2020-2021) and for 2020 represents the one-year TSR (2020). (5)Reflects net income attributable to BlackRock, Inc. in the Company’s Consolidated Statements of Income included in BlackRock’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, respectively. (6)BlackRock’s Company-Selected Measure is Operating Margin, as adjusted. For reconciliation with GAAP for 2022-2024, please see Annex A. For reconciliation with GAAP for 2020 and 2021, please see page 37 of BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2022.

  146. Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table

    Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table The following chart shows that the “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021, 2022, 2023 and 2024 fiscal years align to trends with BlackRock’s and our peer group’s (S&P U.S. BMI Asset Management & Custody Banks Index) TSR over the same period. BlackRock maintained a relatively consistent TSR premium relative to our peer group.

  147. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  148. Compensation Actually Paid vs. TSR

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Total Shareholder Return | | Peer Group Total Shareholder Return |

  149. Compensation Actually Paid vs. TSR

    | BLACKROCK, INC. 2025 PROXY STATEMENT | 105 |

  150. Compensation Actually Paid vs. TSR

    The following chart shows that the “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021, 2022, 2023 and 2024 fiscal years align to trends in net income attributable to BlackRock, Inc. over the same period.

  151. Compensation Actually Paid vs. Net Income(1)

    Compensation Actually Paid vs. Net Income(1)

  152. Compensation Actually Paid vs. Net Income(1)

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Net Income(1) |

  153. Compensation Actually Paid vs. Net Income(1)

    The following chart shows that “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021, 2022, 2023 and 2024 fiscal years align to trends with BlackRock’s Operating Margin, as adjusted, over the same period.

  154. Compensation Actually Paid vs. Operating Margin, as adjusted(2)

    Compensation Actually Paid vs. Operating Margin, as adjusted(2)

  155. Compensation Actually Paid vs. Operating Margin, as adjusted(2)

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Operating Margin, as adjusted(2) |

  156. Compensation Actually Paid vs. Operating Margin, as adjusted(2)

    (1)Reflects net income attributable to BlackRock, Inc. in the Company’s Consolidated Statements of Income included in BlackRock’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, respectively. (2)BlackRock’s Company-Selected Measure is Operating Margin, as adjusted. For reconciliation with GAAP for 2022-2024, please see Annex A. For reconciliation with GAAP for 2020 and 2021, please see page 37 of BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2022.

  157. Compensation Actually Paid vs. Operating Margin, as adjusted(2)

    | 106 | BLACKROCK, INC. 2025 PROXY STATEMENT |