DEF 14A of BlackRock, Inc.
Filed Apr 10, 2026 · FY20250001308179-26-000262
Voting Matters
| Index of Frequently Requested Information | | | | | BlackRock’s Impact on its People | 37 | Pay Versus Performance | 105 | | Board and Committee Oversight of Cybersecurity | 35 | Peer Group | 74 | | Board Composition | 11 | Public Policy Engagement | 40 | | CEO Pay Ratio for 2025 | 104 | Stock Ownership Guidelines for Directors | 43 | | Clawback Policies | 92 | Stock Ownership Guidelines for NEOs | 91 | | Director Skills and Experience Matrix | 13 | Sustainability at BlackRock | 36 |
Our Director Nominees
Our Director Nominees
Our Director Nominees
| | | Age at Record Date | Director since | IND | 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 | 73 | 2014 | | | | | | | | | Laurence D. Fink Chairman and CEO of BlackRock | 73 | 1999 | | | | | | | | | Gregory J. Fleming President and CEO of Rockefeller Capital Management | 63 | 2025 | | | | | | | | | William E. Ford Chairman and CEO of General Atlantic | 64 | 2018 | | | | | | | | | Fabrizio Freda Former President and CEO of Estée Lauder Companies Inc. | 68 | 2012 | | | | | | | | | Murry S. Gerber Former Chairman and CEO of EQT Corporation | 73 | 2000 | LID | | | | | | | | Margaret “Peggy” L. Johnson CEO of Agility Robotics | 64 | 2018 | | | | | | | | | Robert S. Kapito President of BlackRock | 69 | 2006 | | | | | | | | | Gregg R. Lemkau Co‑CEO of BDT & MSD Partners | 56 | 2026 | | | | | | | | | Cheryl D. Mills Founder and CEO of BlackIvy Group | 61 | 2013 | | | | | | | | | Kathleen Murphy Former President of Personal Investing, Fidelity Investments | 63 | 2025 | | | | | | | | | Amin H. Nasser President and CEO of Saudi Arabian Oil Co. (Aramco) | 67 | 2023 | | | | | | | | | Gordon M. Nixon Former President and CEO of Royal Bank of Canada | 69 | 2015 | | | | | | | | | Adebayo Ogunlesi Chairman and CEO of Global Infrastructure Partners | 72 | 2024 | | | | | | | | | Kristin C. Peck CEO of Zoetis, Inc. | 54 | 2021 | | | | | | | | | Charles H. Robbins Chairman and CEO of Cisco Systems, Inc. | 60 | 2017 | | | | | | | | | Hans E. Vestberg Special Advisor, Former Chairman and CEO of Verizon Communications, Inc. | 60 | 2021 | | | | | | | | | Susan L. Wagner Former Vice Chairman of BlackRock | 64 | 2012 | | | | | | | | | Mark Wilson CEO of RIQ | 59 | 2018 | | | | | | |
Our Director Nominees
| | Independent | LID | Lead Independent Director | | Chairperson |
Our Director Nominees
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 3 |
Director Nominees
Director Nominees Our Board has nominated 19 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 19 director nominees are elected, our Board will consist of 19 directors, 16 of whom, representing approximately 84% of the Board, will be “independent” as defined in the NYSE listing standards.
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.
Majority Vote Standard for Election of Directors
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 7 |
Director Nominee Biographies
Director Nominee Biographies
Director Nominee Biographies
| | Pamela Daley | | | | | AGE 73 TENURE 12 Years | COMMITTEES Audit MDCC Risk | EXPERIENCE •Senior Executive & Corporate Governance •Global Business •Public Company & Financial Reporting •Risk Management & Compliance •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 – 2025) •SecureWorks Corp. (2016 – 2025) | | | | | | Laurence D. Fink | | | | | AGE 73 TENURE 26 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 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. He serves as Co-Chair of the Board of Trustees of the World Economic Forum and Co-Chair of NYU Langone Medical Center. He also serves on the boards of the Museum of Modern Art and the Aspen Institute, and on the Advisory Board of the Tsinghua University School of Economics and Management in Beijing, as well as the Executive Committee of the Partnership for New York City. 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 | | | |
Director Nominee Biographies
| 14 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Director Nominee Biographies
| | Gregory J. Fleming | | | | | AGE 63 TENURE < 1 Year | COMMITTEES Risk | 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. Prior to joining Merrill Lynch, Mr. Fleming was a principal at Booz Allen Hamilton. Mr. Fleming is a member of the Trustee Advisory Board at Millennium Management, LLC. He is also 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 the Board of Trustees of Deerfield Academy. He also serves as a Resource Council member of the Turn 2 Foundation. Mr. Fleming 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. 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. Other Public Company Directorships (within the past 5 years) •None | | | | | | William E. Ford | | | | | AGE 64 TENURE 8 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 as the firm’s Chairman since 2021. Mr. Ford is involved with several educational and not-for-profit organizations. He is Chair of The Rockefeller University board, trustee of the Memorial Sloan Kettering Cancer Center, as well as a trustee of the Simons Foundation board. QUALIFICATIONS Mr. Ford brings to the Board extensive global investment management experience and financial expertise acquired over his three decades career at General Atlantic, a leading global investment firm with $126 billion of AUM as of December 2025. 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 geographies. Other Public Company Directorships (within the past 5 years) •Royalty Pharma plc (2020 – 2022) •IHS Markit Ltd. (2016 – 2022) | | | |
Director Nominee Biographies
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 15 |
Director Nominee Biographies
| | Fabrizio Freda | | | | | AGE 68 TENURE 13 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 Chair of the Estée Lauder Companies Inc. (Estée Lauder), a global leader in beauty, since January 2025, and as Special Strategic Advisor to BRC Sarl, Luxembourg and Patrinvest SCA, Luxembourg since January 2026. 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 previously served on the Board of Advisors of the Baratta Center for Global Business Education 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 marketing, strategy and innovation initiatives. Other Public Company Directorships (within the past 5 years) •The Estée Lauder Companies Inc. (2009 – 2025) | | | | | | Murry S. Gerber | | | | | AGE 73 TENURE 26 Years | COMMITTEES NGC Executive | 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 2010 and later became Executive Chairman of the company from 2010 to 2011. Prior to joining EQT, Mr. Gerber was instrumental in creating and was the first CEO of Coral Energy (now Shell Trading), the largest natural gas trading company in the USA. Before that, Mr. Gerber held a number of management and geo-technical positions at Shell, including service as Treasurer of the company. He is a member of the board of trustees of the Pittsburgh Cultural Trust. Mr. Gerber 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 other 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 – 2025) | | | |
Director Nominee Biographies
| 16 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Director Nominee Biographies
| | Margaret “Peggy” L. Johnson | | | | | AGE 64 TENURE 8 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, a leading manufacturer of mobile manipulation robots, since March 2024. Ms. Johnson previously served as the CEO of Magic Leap, Inc., an 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. QUALIFICATIONS Ms. Johnson brings to the Board substantial experience in the technology sector, 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) | | | | | | Robert S. Kapito | | | | | AGE 69 TENURE 19 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 serves as Chair of BlackRock’s Global Executive 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 assuming his current responsibilities in 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 | | | |
Director Nominee Biographies
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 17 |
Director Nominee Biographies
| | Gregg R. Lemkau | | | | | AGE 56 TENURE <1 Year | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Risk Management & Compliance •Technology | | Mr. Lemkau has served as Co-Chief Executive Officer of BDT & MSD Partners (BDT & MSD), a merchant bank serving founders, family business owners, and strategic, long-term investors, since January 2023. He also serves as Chairman of DFO Management, the investment office of Dell Technologies founder Michael Dell and his family, a role he has held since January 2021. Mr. Lemkau previously served as CEO of MSD Partners, a predecessor firm of BDT & MSD, from January 2021 to January 2023. Prior to joining MSD Partners, Mr. Lemkau was Co-Head of the Investment Banking Division at Goldman Sachs and a member of the firm’s Management Committee. He serves as Chair of the Board of Trustees at Dartmouth College. QUALIFICATIONS Mr. Lemkau brings to the Board extensive experience in asset management and global finance, acquired through his leadership roles at BDT & MSD and nearly three decades at Goldman Sachs. His professional background advising clients on complex, high-value transactions and investment strategies provides the Board with valuable insight into matters relating to corporate finance and long-term strategic growth. Other Public Company Directorships (within the past 5 years) •None | | | | | | Cheryl D. Mills | | | | | AGE 61 TENURE 12 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 company that grows and builds businesses in Sub-Saharan Africa. Previously, she served as Counselor to the U.S. Department of State and Chief of Staff to former Secretary of State Hillary Clinton 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. 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) | | | |
Director Nominee Biographies
| 18 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Director Nominee Biographies
| | Kathleen Murphy | | | | | AGE 63 TENURE < 1 Year | COMMITTEES Audit (Chair) MDCC Executive | 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 in July 2023, she served as the Senior Advisor to the Chief Executive Officer of Fidelity Investments. Ms. Murphy also held various roles with Voya Financial, Inc. (formerly ING) from 2000 to 2008, including CEO of ING U.S. Wealth Management Services, President of ING U.S. Institutional Businesses and General Counsel and Chief Administrative Officer to the CEO 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. Ms. Murphy is Vice-Chairman of the National Football Foundation Board of Directors, Chairman of the Board of the St. John XXIII Foundation, and a member of the Markle Foundation Board. She previously served on the Board of Directors of Snyk, a private cybersecurity technology company. 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) | | | | | | Amin H. Nasser | | | | | AGE 67 TENURE 2 Years | 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. Mr. Nasser is a member of the HUMAIN Board of Directors, 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, and the Massachusetts Institute of Technology Presidential CEO Advisory Board. 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 (2015 – present) | | | |
Director Nominee Biographies
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 19 |
Director Nominee Biographies
| | Gordon M. Nixon, C.M., O.Ont. | | | | | AGE 69 TENURE 10 Years | COMMITTEES MDCC NGC (Chair) Executive | 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 CEO 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, but he will not be standing for reelection in 2026. Mr. Nixon is Chairman of the board of Fiserv, Inc., Lead Director of George Weston Limited and a member of 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 – May 2026) (Chairman from 2016 – May 2026) •Fiserv, Inc. (2026 — present) (Chairman from 2026 — present) •George Weston Limited (2014 – present) (Lead Director from 2021 – present) | | | | | | Adebayo Ogunlesi | | | | | AGE 72 TENURE 1 Year | COMMITTEES None | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Public Company & Financial Reporting | | Mr. Ogunlesi is a Founding Partner and 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 Inc. 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) •Callaway Golf Company (2010 – present) •Goldman Sachs Group (2012 – 2024) | | | |
Director Nominee Biographies
| 20 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Director Nominee Biographies
| | Kristin C. Peck | | | | | AGE 54 TENURE 4 Years | COMMITTEES MDCC NGC | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Global Business •Public Company & Financial Reporting •Public Policy & Government/Regulatory Affairs | | Ms. Peck has served as the Chief Executive Officer of Zoetis Inc., a leading animal health company, since 2020. Prior to becoming CEO, Ms. Peck was Executive Vice President and Group President, U.S. Operations, Business Development and Strategy from 2018 to 2020. Before joining Zoetis, Ms. Peck served as Executive Vice President, Worldwide Business Development and Innovation at Pfizer Inc. and as a member of Pfizer's Executive Leadership Team. Earlier in her career, Ms. Peck held roles at Boston Consulting Group, as well as in private equity and real estate finance at The Prudential Realty Group, The O’Connor Group and J.P. Morgan. She serves on the boards of Mayo Clinic and Business Roundtable. 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) | | | | | | Charles H. Robbins | | | | | AGE 60 TENURE 8 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 CEO 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 Chair of the Business Roundtable, Chairman Emeritus of the U.S.-Japan Business Council and a member of the International Business Council for the World Economic Forum. QUALIFICATIONS Mr. Robbins brings to the Board extensive experience in the fields of technology, global sales and operations acquired over nearly three 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) | | | |
Director Nominee Biographies
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 21 |
Director Nominee Biographies
| | Hans E. Vestberg | | | | | AGE 60 TENURE 4 Years | COMMITTEES Audit Risk | EXPERIENCE •Senior Executive & Corporate Governance •Branding & Marketing •Global Business •Public Company & Financial Reporting •Sustainability •Technology | | Mr. Vestberg has served as Special Advisor to Verizon Communications Inc. (Verizon) since October 2025. He formerly served as the Chief Executive Officer of Verizon from 2018 to October 2025 and as Chairman from 2019 to October 2025. 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. He has lived and worked in China, Chile, Brazil and Mexico, in addition to the U.S. and Sweden. QUALIFICATIONS As the former leader of Verizon and 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 – 2025) | | | | | | Susan L. Wagner | | | | | AGE 64 TENURE 13 Years | COMMITTEES Audit Risk (Chair) Executive | 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) | | | |
Director Nominee Biographies
| 22 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Director Nominee Biographies
| | Mark Wilson | | | | | AGE 59 TENURE 8 Years | COMMITTEES Audit MDCC Risk | EXPERIENCE •Senior Executive & Corporate Governance •Financial Services •Global Business •Risk Management & Compliance •Sustainability •Technology | | Mr. Wilson has served as the Chief Executive Officer of RIQ, a global reinsurance platform based in the Abu Dhabi Global Market (ADGM), since May 2025. Previously, Mr. Wilson served as the CEO 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 CEO of RIQ and former leader of Aviva and AIA, Mr. Wilson brings to the Board extensive experience in the Middle East, 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 and risk management. Other Public Company Directorships (within the past 5 years) •None | | | |
Director Nominee Biographies
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 23 |
Director Nominee Biographies
| Corporate Governance |
Director Nominee Biographies
| BlackRock’s corporate governance framework is a set of principles, guidelines and practices that supports consistent financial performance, mitigates risk and promotes 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. | | | | 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 |
2025 Director Compensation
2025 Director Compensation Independent directors receive compensation, including retainers and equity awards, for their service and dedication to our Company. The goal of our director compensation program is to pay directors fairly 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 74.
How Our Director Compensation Program Aligns with Long-Term Shareholder Interests
How Our Director Compensation Program Aligns with Long-Term Shareholder Interests
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 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. |
2025 Elements of Director Compensation
2025 Elements of Director Compensation For services provided in 2025, each independent director received an Annual Retainer paid quarterly in arrears at an annualized rate of $100,000 (prorated for directors joining mid-year), and our Lead Independent Director received an additional Annual Retainer of $100,000. In addition, independent directors serving on Committees received Committee Annual Retainers paid quarterly in arrears at the annualized rates specified in the table on page 44. Each independent director had the right to elect to receive all or a portion of his or her Annual Retainer and Committee Annual Retainers in the form of BlackRock common stock with equivalent fair market value. In January 2025, each then-serving independent director received an Annual Equity award, awarded in deferred stock units valued at $250,000. The award vested upon a director’s election or re-election, as applicable, at the 2025 Annual Meeting of Shareholders and will be settled in shares of BlackRock common stock. The settlement of the Annual Equity awards 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, subject to the director’s deferral election, as described on the following page.
2025 Elements of Director Compensation
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 43 |
2025 Elements of Director Compensation
For independent directors joining the Board after the January grant date of Annual Equity awards but on or before November 30th of the same year, the director will receive, as of the date of his or her appointment to the Board, an initial equity award of deferred stock units (which will be prorated in the case of directors joining after the date of the annual meeting for such year but on or before November 30th of such year). The initial equity awards for new directors vest upon re-election on the date of the next annual meeting following the date of the director’s appointment. The following table shows the elements of director compensation provided by BlackRock for services in 2025.
2025 Elements of Director Compensation
| Director Compensation Element | Payment or Value of Equity | | | | Board Service(1) | | | Board Service Annual Payments Stock Ownership Requirement $500,000 within five years of joining the Board | | Annual Retainer(2) | $100,000 | | | | Annual Equity Grant(3) | $250,000 in the form of deferred stock units | | | | Lead Independent Director | $100,000 | | | | Committee Service | | | | | Committee Annual Retainers(1)(2)(4) | Chair | Member | | | Audit Committee | $40,000 | $25,000 | | | MDCC | $30,000 | $15,000 | | | NGC | $30,000 | $15,000 | | | Risk Committee | $30,000 | $15,000 | |
2025 Elements of Director Compensation
(1)Board and Committee Service Retainers and Annual Equity Grants. Directors may elect to receive their annual Board and Committee service retainers in the form of BlackRock common stock, cash, or a combination of cash and stock. With respect to the portion, if any, elected to be paid in stock, the director may elect, no later than December of the prior calendar year, to (i) receive such shares quarterly, (ii) defer delivery until after the director ceases to be a member of the Board, or (iii) defer delivery to five equal annual installments after the director ceases to be a member of the Board. Similarly, with respect to the director’s Annual Equity Grant, the director may elect, no later than December of the prior calendar year, to have vested shares delivered on the scheduled settlement date (i.e., three years from the grant date, or, if earlier, the date the director ceases to be a member of the Board), defer delivery until after the director ceases to be a member of the Board, or defer delivery to five equal annual installments after the director ceases to be a member of the Board. (2)Timing of Annual Retainer Payments. Annual Board and Committee service retainers are paid in January, April, July and October, based on service during the prior quarter (subject to the director’s deferral elections as described in footnote (1) above). New Board members rotating through the standing Committees receive one general Committee retainer. (3)Annual Equity Awards. Directors (other than Mr. Fleming and Ms. Murphy) were granted an Annual Equity award in January 2025, which vested following their election (or re-election) to the Board at the Annual Meeting of Shareholders on May 15, 2025. Mr. Fleming and Ms. Murphy were granted initial equity awards on May 15, 2025 in connection with their election to the Board, which will vest on the date of the Annual Meeting if they are re-elected as directors. (4)Office and Administrative Support. 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.
2025 Elements of Director Compensation
| 44 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
2025 Elements of Director Compensation
Directors in 2025 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 2025, the directors listed below each received the amounts set forth below and were also reimbursed for reasonable business travel and related expenses.
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Pamela Daley | 162,733 | 248,930 | 411,663 | | William E. Ford | 145,224 | 248,930 | 394,154 | | Gregory J. Fleming(3) | 82,500 | 251,656 | 334,156 | | Fabrizio Freda | 114,653 | 248,930 | 363,583 | | Murry S. Gerber | 215,000 | 248,930 | 463,930 | | Margaret “Peggy” L. Johnson | 139,921 | 248,930 | 388,851 | | Cheryl D. Mills | 130,000 | 248,930 | 378,930 | | Kathleen Murphy(3) | 94,430 | 251,656 | 346,086 | | Amin H. Nasser | 114,653 | 248,930 | 363,583 | | Gordon M. Nixon | 145,224 | 248,930 | 394,154 | | Adebayo Ogunlesi(4) | — | — | 4,038,215 | | Kristin C. Peck | 122,528 | 248,930 | 371,458 | | Charles H. Robbins | 114,653 | 248,930 | 363,583 | | Marco Antonio Slim Domit | 69,771 | 248,930 | 318,701 | | Hans E. Vestberg | 139,942 | 248,930 | 388,872 | | Susan L. Wagner | 155,000 | 248,930 | 403,930 | | Mark Wilson | 155,000 | 248,930 | 403,930 |
2025 DIRECTOR COMPENSATION TABLE
(1)Includes fees (i.e., Annual Retainers and Committee Annual Retainers, as described above) paid in cash or shares of BlackRock common stock at the election of each director. The portion of fees paid as shares of BlackRock common stock was granted quarterly on March 28, June 28, September 30 and December 31, 2025, and is valued based on the closing market prices on each grant date: $946.48 (March 28), $1,049.25 (June 28), $1,165.87 (September 30) and $1,070.34 (December 31). The following directors elected to receive all or a portion of their fees in common stock in lieu of cash: Ms. Daley – $162,733; Mr. Ford – $145,224; Mr. Freda – $114,653; Ms. Johnson – $139,921; Ms. Murphy - $94,430; Mr. Nasser – $114,653; Mr. Nixon – $145,223; Ms. Peck – $122,528; Mr. Robbins – $114,653; Mr. Slim – $34,771; and Mr. Vestberg – $139,942. (2)Amounts shown in the Stock Awards column represent the grant-date fair values of Annual Equity awards granted to each non-employee director, consisting of 250 deferred stock units, except that Mr. Fleming and Ms. Murphy each received an initial equity grant of 256 deferred stock units. Grant‑date fair values are computed in accordance with ASC 718 based on the closing price of BlackRock common stock on the grant date. The number of RSUs granted was determined by dividing the intended grant value by the average of the high and low trading prices on the grant date; accordingly, the per‑share amount used to determine the number of RSUs may differ from the value shown in the table. For a description of the valuation assumptions used for these awards, see Note 18 to the consolidated financial statements in our 2025 Form 10-K. As of December 31, 2025, each non-employee director held the following outstanding deferred stock units: Ms. Daley – 4,612; Mr. Ford - 4,420; Mr. Fleming - 256; Mr. Freda - 873; Mr. Gerber - 2,866; Ms. Johnson - 2,070; Ms. Mills - 2,841; Ms. Murphy - 256; Mr. Nasser - 844; Mr. Nixon - 4,479; Ms. Peck - 1,780; Mr. Robbins - 1,486; Mr. Slim - 0; Mr. Vestberg - 1,855; Ms. Wagner - 873; Mr. Wilson - 3,073. (3)Mr. Fleming and Ms. Murphy each received an initial equity grant of 256 deferred stock units. Grant-date fair values in the Stock Awards column are computed in accordance with ASC 718 based on the closing price of BlackRock common stock on the grant date. For a description of the valuation assumptions used for these awards, see Note 18 to the consolidated financial statements in our 2025 Form 10-K. (4)Mr. Ogunlesi is an employee (but not an executive officer) of BlackRock. The amount shown in the table for Mr. Ogunlesi includes annual compensation paid to him for his services as an employee of BlackRock in the following amounts: a base salary of $250,000, a discretionary annual bonus for 2025 of $3,769,203, and $19,012 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 that 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.
2025 DIRECTOR COMPENSATION TABLE
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 45 |
Looking Ahead
| The MDCC members and I continue to focus on delivering a compensation program designed and maintained to serve shareholders’ long-term interests – consistent with the outcomes that both the MDCC and shareholders commonly prioritize. |
BLACKROCK SHAREHOLDER VALUE FRAMEWORK
| Organic Growth | + | Operating Leverage | + | Capital Management | = | Long-Term Value Creation | | Generate differentiated organic growth; | | Leverage our scale for the benefit of clients and shareholders; and | | Return capital to shareholders on a consistent and predictable basis. | | Deliver shareholder value through performance, client focus and analytics. |
NEO TOTAL ANNUAL COMPENSATION SUMMARY
NEO TOTAL ANNUAL COMPENSATION SUMMARY Following a review of full-year business and individual NEO performance, the MDCC determined 2025 Total Annual Compensation outcomes for each NEO, as outlined in the table below. Total Annual Compensation (“TAC”) includes base salary and Total Incentive Awards (Annual Cash Bonus, Annual RSU Incentives and BPIP equity awards).
NEO TOTAL ANNUAL COMPENSATION SUMMARY
| Name | Base Salary | 2025 Total Incentive Award | | | Total Annual Compensation (TAC) | | | | Annual Cash Bonus | Annual RSU Incentive(2) | BPIP(3) | | | Laurence D. Fink(1) | $1,500,000 | $10,567,500 | $8,432,500 | $24,500,000 | $45,000,000 | | Robert S. Kapito | $1,250,000 | $7,000,000 | $6,000,000 | $16,750,000 | $31,000,000 | | Robert L. Goldstein | $750,000 | $5,001,850 | $5,087,650 | $8,500,000 | $19,339,500 | | Martin S. Small | $750,000 | $5,001,850 | $5,087,650 | $8,500,000 | $19,339,500 | | J. Richard Kushel | $750,000 | $3,375,000 | $2,625,000 | $6,250,000 | $13,000,000 |
NEO TOTAL ANNUAL COMPENSATION SUMMARY
(1)In addition to the compensation elements outlined above, Mr. Fink received long-term incentive in the form of carried interest tied to BlackRock’s private markets growth. More information about this award can be found under “CEO Carry Incentive” on page 72. (2)Grants of BlackRock equity, including the Annual RSU Incentive and BPIP awards, are approved by the MDCC under the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan (“Stock Plan”), which has been previously approved by shareholders. (3)The value of the 2025 BPIP awards and the value of the Annual RSU Incentive were converted into RSUs by dividing the award value by $1,170.18, which represented the average of the high and low prices per share of BlackRock common stock on January 16, 2026. The amounts listed above as “2025 Total Incentive Award: Annual RSU Incentive” and “2025 Total Incentive Award: BPIP” were granted in January 2026 in the form of equity and are in addition to cash award amounts listed above as “2025 Total Incentive Award: Annual Cash Bonus.” In accordance with SEC requirements, the “2025 Summary Compensation Table” on page 95 reports equity in the year granted, but cash in the year earned. In January 2026, the MDCC approved the adoption of a carry‑based long‑term incentive program for select senior executives other than the Chief Executive Officer, referred to as the Executive Carry Program (the “ECP”). The ECP is designed to align the long‑term interests of senior enterprise leaders with the performance of BlackRock’s private markets investment platform and long‑term value creation. The ECP strengthens BlackRock’s ability to attract, retain and motivate key senior leaders during a period of sustained growth and transformation in private markets. Under the ECP, the MDCC approved allocations of carried interest as part of the 2025 long-term incentives of select executives. Two NEOs, Mr. Goldstein and Mr. Small, were identified to participate in the ECP. More information about this award can be found under "Executive Carry Program" starting on page 72. For individualized detail on NEO 2025 performance and pay outcomes, please refer to “2025 NEO Compensation and Performance Summaries” starting on page 76.
PAY-FOR-PERFORMANCE COMPENSATION STRUCTURE FOR NEOs
| CEO 2025 TOTAL ANNUAL COMPENSATION | | | | OTHER NEOs 2025 TOTAL ANNUAL COMPENSATION | | | | | | | | | | | | | | 3% | 23% | 19% | 54% | 4% | 25% | 23% | 48% | | Base Salary Cash | Annual Cash Bonus | LTI Annual RSU Incentive | LTI BPIP (Performance-Based RSUs) | Base Salary Cash | Annual Cash Bonus | LTI Annual RSU Incentive | LTI BPIP (Performance-Based RSUs) |
PAY-FOR-PERFORMANCE COMPENSATION STRUCTURE FOR NEOs
(1)“Variable and based on performance” compensation includes Annual Cash Bonus, Annual RSU Incentive and BPIP awards. (2)The Long-Term Incentives include the Annual RSU Incentive and BPIP awards. (3)Percentages may not total 100% due to rounding.
PAY AND PERFORMANCE ALIGNMENT FOR NEOs – TOTAL INCENTIVE AWARD DETERMINATION
PAY AND PERFORMANCE ALIGNMENT FOR NEOs – TOTAL INCENTIVE AWARD DETERMINATION
PAY AND PERFORMANCE ALIGNMENT FOR NEOs – TOTAL INCENTIVE AWARD DETERMINATION
| NEO Total Incentive and Performance Determination Framework Under the 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. 50% achievement of financial performance goals 25% progress towards meeting the strategic objectives as measured by the business strength 25% progress towards meeting its organizational priorities | | Objective setting At the start of the year, the MDCC and management engage in a rigorous review and approval of the annual NEO Pre-set Performance Scorecard (as shown on the following page), which includes measures tied to each framework category. These measures are supported by objectives and multi-factored key performance indicators (“KPIs”) that underpin each performance measure of the scorecard and reinforce BlackRock’s commitment to shareholder value creation and serving client needs holistically and through market cycles. The scorecard is used by the MDCC to guide their assessment of NEO performance that considers: •Achievement against annual objectives; •Performance across short- and long-term time horizons; •Relative and absolute results; and •The quality of leadership, execution, and decision‑making. | | | | | | | | Performance monitoring Throughout the year, the MDCC monitors firm performance against the objectives, evaluating progress against pre-set goals. This ongoing oversight ensures performance outcomes are assessed within the context of the firm’s operating environment and strategic priorities. | | | | | | | | Year-end assessments At year‑end, the MDCC conducts a comprehensive assessment of NEO performance across multiple meetings, using the results from the scorecard to determine achievement against the pre-set objectives and KPIs. Our CEO presents the MDCC with performance and compensation recommendations for each of our other NEOs for the MDCC’s discussion, review and approval. The MDCC uses context-informed judgment, with reference to the pre-set objectives and KPIs for each performance measure and the operating conditions within which results were achieved, to assess performance at year-end. This process enables the MDCC to more effectively measure NEO performance quality and achieve the priorities of the executive compensation program and maintain more rigorous long-term pay-for-performance alignment. | | | | | | | | Total Incentive Award determination Total Incentive Awards includes all NEO variable pay (Annual Cash Bonus, Annual RSU Incentive and BPIP award). Typically, more than half of NEO incentive awards are delivered through equity, tied to future performance to reinforce long‑term alignment. Total Incentive Awards can range from a percent change of -100% to +35% from the prior year’s award, with the Total Incentive Award growth outcome capped at +35%, reflecting a maximum reward for extraordinary firm and individual performance outcomes. Determinations are informed by structured performance assessments as well as the MDCC’s context-informed judgment, which is guided by objective structural elements, (e.g., weighted performance categories, pre-set performance measures and capped payout ranges). We believe this disciplined and holistic approach in assessing performance leads to determinations that are in the best interest of BlackRock and its shareholders. |
PAY AND PERFORMANCE ALIGNMENT FOR NEOs – TOTAL INCENTIVE AWARD DETERMINATION
For further information on the MDCC’s assessment for 2025 NEO pay determinations and for performance assessments for each NEO, please refer to “2025 NEO Compensation and Performance Summaries” starting on page 76.
PAY AND PERFORMANCE ALIGNMENT FOR NEOs – TOTAL INCENTIVE AWARD DETERMINATION
| 60 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
ANNUAL NEO FRAMEWORK: 2025 NEO PRE-SET PERFORMANCE SCORECARD
ANNUAL NEO FRAMEWORK: 2025 NEO PRE-SET PERFORMANCE SCORECARD The below NEO Pre-Set Performance Scorecard outlines each category, their weights, and the associated measures within each category. These measures are supported by specific objectives and KPIs that include peer comparisons, multi-year results and internal BlackRock metrics.
ASSESSMENT/TOTAL INCENTIVE AWARD GROWTH OUTCOME
ASSESSMENT/TOTAL INCENTIVE AWARD GROWTH OUTCOME (% change from the prior year’s awards)(1)
ASSESSMENT/TOTAL INCENTIVE AWARD GROWTH OUTCOME
| Does not achieve | Partially meets | Meets/Exceeds | Far exceeds | | -100% to -40% | -40% to -10% | -10% to +10% | +10% to +35% |
ASSESSMENT/TOTAL INCENTIVE AWARD GROWTH OUTCOME
(1)2025 Total Incentive Award is calculated using 2024 Total Incentive Award outcomes multiplied by the applicable Total Incentive Award growth outcome percentage.
ASSESSMENT/TOTAL INCENTIVE AWARD GROWTH OUTCOME
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 61 |
MDCC’S USE AND RATIONALE OF CONTEXT-INFORMED JUDGMENT WITHIN OUR ANNUAL NEO FRAMEWORK
| How the Framework Supports Pay-for-Performance and Shareholder Alignment | | | | | The MDCC’s application of context-informed judgment, as balanced and carefully applied within our broader executive compensation program, enhances the rigor and quality of BlackRock’s pay-for-performance philosophy and outcomes overall. The Framework represents a deliberately structured process that, within the broader executive compensation program, serves as a critical bridge linking: | | | | | | Annual: | | Objective, Longer-term: | | | NEO objective-setting and performance evaluations | | BlackRock strategy for value creation | | | NEO total incentive growth outcomes | | Incentive alignment to shareholder value | | | Application of context-informed judgment | | Compensation program priorities | | The Framework is just one piece of the broader compensation program’s processes and components that, collectively, are designed to deliver NEO pay outcomes highly aligned to long-term shareholder interests. In practice, the Framework: •Influences the determination of realized reward value for cash bonuses for the performance year, which represent less than 25% of 2025 NEO total annual compensation (TAC). •Informs the up-front granted values of long-term incentive equity awards, granted early in the following year, that represent more than 70% of 2025 NEO TAC. ◦The Framework does not determine the ultimate realized value of long-term incentive equity awards, including BPIP and the Annual RSU Incentives, because they remain at-risk and subject to stock price performance over the applicable vesting period. ◦BPIP awards in particular represent more than 50% of 2025 NEO TAC in aggregate, with ultimate realized values that are further determined by achievement against pre-established 3-year key financial metric targets. ◦The two key financial metrics used in BPIP, Organic Revenue Growth and Operating Margin, as adjusted, are critical drivers of BlackRock’s long-term shareholder value creation that are embedded in BPIP awards using objective, quantified performance targets and a payout matrix disclosed upfront for shareholders. (See “BlackRock Performance Incentive Plan (BPIP)” on page 70 for more information.) In addition, the MDCC applies the Framework in a manner that appropriately reflects varying market and industry contexts, furthering the alignment of pay with performance and shareholder interests. | | | | | | •Under the Framework, upside Total Incentive Award growth is capped while downside adjustments are uncapped, and the MDCC has exercised judgment across the full range of pre-set incentive growth outcomes. ◦For example, the CEO has been assessed below "Far Exceeds" performance, resulting in incentive growth between -31% and +10%, as frequently as he has been assessed at "Far Exceeds", resulting in incentive growth between +19% and +35%. | | | | •Just as it has delivered robust compensation growth in exceptional years such as 2025, the MDCC has used the Framework to meaningfully decrease NEO pay in challenging performance contexts. ◦Following FY2022, for example, NEO pay determinations through the Framework resulted in a 32% average reduction in NEO total incentives. Two of our NEOs (Messrs. Kapito and Kushel) did not match their FY2021 compensation until this year’s FY2025 determinations, the first year in which BlackRock's average stock price meaningfully surpassed highs achieved for shareholders in FY2021. ◦FY2021 NEO pay determinations provide a further illustration. Although the MDCC awarded robust incentive growth to NEOs that year, two-thirds of NEO incentives were delivered in long-term equity, predominantly BPIP. The FY2021 year-end BPIP awards ultimately vested at 43% of target in January 2025, further underscoring the balance and long-term alignment of the Framework within the broader executive compensation program. | | | | | This context-informed Framework, complemented by the other features and elements of the broader executive compensation program, supports BlackRock and its business, leadership development and compensation objectives. The MDCC believes that this approach has produced strong and durable pay-for-performance alignment for shareholders, while supporting the retention and development of the firm’s leadership team. | | | |
SHAREHOLDER AREAS OF FOCUS, FEEDBACK, AND MDCC RESPONSE
| | | Shareholder Feedback and Questions | | MDCC Perspective and Response (Summary) | | How does the program support the MDCC’s broader priorities for leadership behaviors? | | | | | | | •Our program delivers durable pay-for-performance alignment for shareholders, while supporting leadership actions aligned to the long-term lens of BlackRock and its clients. •Context-informed judgment better enables leadership contribution assessments and promotes the right leadership behaviors and culture that mobilize the full firm in alignment with BlackRock Principles. •Our balance of qualitative and quantitative factors makes our performance assessment more complex, but also prudently robust. | | | | | •How does it support MDCC’s management development priorities, including attracting and retaining industry-leading executive talent? •Shareholders overwhelmingly cited support for the firm’s delivery of strategic advancement and shareholder value under the direction of Mr. Fink. | | | | | | | •Our pay-for-performance framework supports continuity among high-performing leaders, reflected in long-standing retention of a best-in-class team, with 2025 NEOs averaging over 30 years of service. •This continuity reflects leaders’ development alongside the firm’s growth and underpins connectivity across the firm, effective succession planning, and a sustained track record of shareholder value creation. | | | | | Support for NEO carried interest incentives | | | | | | •Shareholders understood the strategic rationale for introducing a carried interest incentive for the CEO, particularly given BlackRock’s long-term focus on private markets growth. •Discussions focused on how carried interest aligns with BlackRock’s long-term strategy and shareholder interests. | | | | | | | •Carry strengthens alignment between executive compensation and BlackRock’s long-term private markets growth strategy (see “CEO Carry Incentive” on page 69 of the 2025 Proxy Statement). •We proactively engaged with shareholders to gather feedback on the strategic rationale and design of carried interest incentives, which was met with general support. •Building on this feedback, we engaged shareholders on the thoughtful expansion of similar incentives to select senior leaders whose roles support BlackRock’s private markets growth strategy. | | | | | Given the rationale for CEO Carry, should carried interest incentives be considered for the broader executive team? | | | | | | | •The CEO was prioritized for a carried interest incentive based on his outsized role and focus on advancing BlackRock’s private markets strategy (see “CEO Carry Incentive” on page 69 of the 2025 Proxy Statement). •In 2025, we defined eligibility criteria and participation standards to support a measured expansion of carried interest incentives to other select senior leaders through the ECP (see page 72). •Two of this year’s NEOs met these criteria, reflecting roles and contributions pivotal to the long-term growth of BlackRock’s private markets platform. | | | | | •How does BlackRock ensure that the design of a carried interest incentive program is appropriate and well-governed? •Is the complexity of carried interest warranted? | | | | | | | •Carried interest provides long-horizon features shareholders view as critical, including the ECP’s extended back-weighted vesting. •We govern the ECP through thoughtful eligibility criteria, disciplined allocations and a design that aligns incentives with long-term client outcomes, rather than short-term results. •While carried interest can be perceived as inherently more complex than traditional compensation, we recognize it as a uniquely at-risk performance incentive deeply embedded in the competitive market practice and leadership compensation approaches of leading private markets competitors. •Unlike other traditional long-term incentives, carried interest directly recognizes the growth and increasing strategic importance of BlackRock’s private markets platform and the significance of aligning the long-term interests of our leaders with private markets results. •For more information, please refer to our ECP disclosure starting on page 72. | | | | | •How does carried interest align to shareholders’ interests? | | | | | | | •Carried interest is 100% at-risk, with no realizable value at grant, and is earned only if private markets investments deliver sustained performance for clients and shareholders (see disclosure starting on page 72). •Carried interest outcomes depend on successful fundraising and fund performance that drive organic growth in BlackRock’s investment advisory fees, a key driver to long-term shareholder value (see “MDCC Considerations in Developing the CEO Carry Incentive” on page 70 of the 2025 Proxy Statement). •Carried interest serves as a retentive/motivational tool for leaders critical to executing BlackRock’s private markets strategy, increasing the likelihood of sustained fundraising success and organic growth in investment advisory fees, benefiting our shareholders. | | | |
COMPENSATION PROGRAM PRIORITIES
| 1. Deliver pay-for-performance alignment that serves shareholders’ long-term interests | 2. Reinforce leadership behaviors that drive shareholder and client-aligned outcomes | 3. Attract, retain and motivate best-in-class executive talent | | •Maintain a durable performance measurement and compensation determination approach that delivers appropriate pay outcomes that are responsive to external operating environments and strategic opportunities across market cycles. •Produce performance-aligned outcomes in which superior results earn higher rewards and meaningfully lower compensation when performance does not meet expectations. | •Promote leadership behaviors guided by clients’ needs and long-term perspective, supporting decisions that deliver durable shareholder outcomes. •Incentivize leadership actions that advance long-term shareholder and client interests, including prudent risk-taking, sound judgment and decision-making, horizontal collaboration and disciplined execution of strategy. •Encourage balanced leadership focus across individual, business and enterprise results, recognizing actions that contribute to sustainable value creation over relevant time horizons. | •Deliver competitive, performance‑based compensation that attracts and retains high-performing employees with the experience and capabilities required to execute BlackRock’s long‑term strategy. •Align rewards with long‑term strategic impact and results, motivating delivery of durable growth and disciplined performance over time. •Support leadership development and succession planning by reinforcing accountability, ownership, and long‑term orientation across the executive team. |
TOTAL ANNUAL COMPENSATION ELEMENTS
| | Element/How it is Paid | Purpose | Description and Determination | | | Base Salary | 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 (Annual Cash Bonus, Annual RSU Incentive and BPIP) | | | | | Annual Cash Bonus | To reward achievement of goals and objectives through cash rewards. | Annual Cash Bonus represents on average ~25% 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 “NEO Pre-Set Performance Scorecard” on page 61. | | | LTI: Annual RSU Incentive(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 RSU Incentives generally follow a multi-step function approach, starting at 15% of the total bonus amount and increasing to 70% of the total bonus for any portion of the bonus in excess of $10 million. Annual RSU Incentives vest in equal installments over the three years following grant. The MDCC determines the appropriate pay mix between Annual Cash Bonus and Annual RSU Incentives for the CEO and President, which may differ from the multi-step function approach noted above. Annual RSU Incentives track the Company’s stock price, directly tying the future value of the award to shareholder value creation. | | | 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 the level of attainment of pre-established targets of Organic Revenue Growth and Operating Margin, as adjusted, 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. Determination of BPIP is fully transparent, objective, and at-risk to multi-year performance. The performance-based RSUs settle in the form of shares of BlackRock common stock, directly tying the future value of the award to shareholder value creation. See “BlackRock Performance Incentive Plan (BPIP)” on page 70. | | | Other Performance-based Long-Term Incentives | | | | | LTI: CEO Carry Incentive (3) | Carry is intended to further align the CEO and select executive leaders’ compensation to the evolution and growth of BlackRock’s private markets platform and associated long-term shareholder value, as well as the expected corresponding expansion of executives’ roles 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 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 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 in the “All Other Compensation” column of the Summary Compensation Table for the fiscal year in which they are paid. CEO Carry Incentive is subject to a three-year ratable vesting schedule beginning each year on the applicable annual allocation date. ECP Carry Incentive is subject to a five-year ratable vesting schedule, with 33-1/3% vesting in years 3, 4 and 5 (0% years 0-2), beginning for each award on the applicable annual allocation date. | | | LTI: Executive Carry Program (ECP) NEW (3) | | |
TOTAL ANNUAL COMPENSATION ELEMENTS
(1)For 2025 Annual RSU Incentives, the award value was converted into a number of RSUs by dividing the award value by $1,170.18, which represented the average of the high and low prices per share of BlackRock common stock on January 16, 2026. Dividend equivalents accumulate during the vesting period and are paid, subject to vesting, following delivery of shares. Expense is recognized over the vesting period.
TOTAL ANNUAL COMPENSATION ELEMENTS
(2)For 2025 BPIP awards, the award value was converted into a base number of RSUs by dividing the award value by $1,170.18, which represented the average of the high and low prices per share of BlackRock common stock on January 16, 2026. Dividend equivalents accumulate during the performance period and are paid after the performance period, subject to vesting, with respect to the number of shares that are earned and 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 fund.
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 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 2025 was provided in the form of a BPIP award granted in January 2026. 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 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 the applicable 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 at-risk to multi-year performance and value creation, and we believe recent award outcomes demonstrate this risk. The most recently vested BPIP award (2022 BPIP for the 2023 - 2025 performance cycle) vested at 116.6% of target, with the payouts for the past five BPIP award cycles averaging below target.
BLACKROCK PERFORMANCE INCENTIVE PLAN (BPIP)
| Award | Payout Level (% of Target) | | 2021 BPIP | 43% | | 2020 BPIP | 73.2% | | 2019 BPIP | 112.6% | | 2018 BPIP | 141% |
BLACKROCK PERFORMANCE INCENTIVE PLAN (BPIP)
The 2025 BPIP Award Determination Matrix (for the performance period beginning January 1, 2026 and ending on December 31, 2028) is outlined below. Additionally, we have included further details on actual performance and payout for the 2022 BPIP award, which vested on January 31, 2026 (for the performance period that began January 1, 2023, and ended on December 31, 2025).
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. |
2022 BPIP AWARD: ACTUAL PERFORMANCE AND PAYOUT
2022 BPIP AWARD: ACTUAL PERFORMANCE AND PAYOUT
PERFORMANCE PERIOD (2023-2025) ACTUAL RESULT: 116.6% OF TARGET
| Actual Payout – Example | | | | BPIP Award Value | For Performance Year 2022 and in anticipation of continued performance and long-term focus over a multi-year period | $1 million | | Conversion Price | The average of the high and low prices per share of BlackRock common stock on January 17, 2023 (the grant date) | $743.61 | | Base number of units granted | Determined by dividing the dollar value of the recipient’s award by the conversion price | 1,345 | | | | ($1,000,000/$743.61) | | Actual Performance Results(1) | Jan. 1, 2023 to Dec. 31, 2025 (three-year) average Organic Revenue growth | $716 million | | | | (above Target Level of $640 million) | | | Jan. 1, 2023 to Dec. 31, 2025 (three-year) average Operating Margin, as adjusted(2) | 43.4% | | | | (above Target Level of 41.5%) | | Resulting Award Payout (%) Based on Award Determination Matrix | | 116.6% | | Resulting Award Payout (number of units) | Base number of units granted x Award Payout (%) | 1,568 | | | | (1,345 x 116.6%) |
PROGRAM DESIGN AND KEY TERMS
| 100% at-risk and tied to future performance of selected private markets funds, aligned with key drivers of long-term shareholder value creation | Five‑year ratable back-weighted vesting (0% vesting in years 0-2, and then 33-1/3% vesting in years 3-5) | No realizable value at grant | All distributions disclosed in the Summary Compensation Table if and when earned and are subject to typical holdback and clawback provisions | | Unvested interests are subject to forfeiture upon termination of employment, except that (i) upon voluntary termination without cause or qualified retirement, vesting will continue for two years with any remaining unvested portion forfeited, and (ii) in the event of death or disability, vesting will be fully accelerated. See page 100 for further details. | | All termination protections (other than a termination due to death) are subject to compliance with applicable restrictive covenants, including non-competition, non-solicitation and nondisclosure obligations. In addition, awards will be subject to BlackRock’s clawback and recoupment policies. | |
ROLE OF THE COMPENSATION CONSULTANT
ROLE OF THE COMPENSATION CONSULTANT In 2025, 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.
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 considering the composition of our peer group, the MDCC considers companies that are in our industry or have similar lines of business, are competitors for our executive talent, are large, complex organizations with global reach and/or are similarly sized from a revenue and market capitalization perspective. Since the changes made in 2024, our peer group more closely reflects the current scale and breadth of our business, in alignment with our strategic emphasis on private markets growth. There were no changes to the peer group in 2025.
2025 PEER GROUP PERCENTILE
2025 PEER GROUP PERCENTILE
BlackRock’s Scale vs. 2025 Peer Group, as of December 31, 2025
BlackRock’s Scale vs. 2025 Peer Group, as of December 31, 2025
2025 PEER GROUP
2025 PEER GROUP
2025 PEER GROUP
| Independent / Captive Asset Managers (n=9) | | | Alternative Asset Managers (n=3) Apollo Global Management Blackstone KKR & Co. | | Ameriprise Financial BNY Mellon Charles Schwab | Franklin Resources Goldman Sachs Morgan Stanley | Northern Trust State Street T. Rowe Price Group | | | Technology-Oriented Financial Services Firms (n=5) | | | | | American Express Fiserv | Mastercard PayPal | Raymond James | |
2025 PEER GROUP
| 74 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
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.
COMPETITIVE PAY POSITIONING – MARKET DATA
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 75 |
UNDERSTANDING A “FAR EXCEEDS” RATING
| Laurence D. Fink Chairman and CEO | | | | 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 policymakers. | 2025 Compensation | (Thousands) | | | Base Salary | $1,500 | | | Annual Cash Bonus | $10,568 | | | Annual RSU Incentive | $8,433 | | | BPIP award | $24,500 | | | Total Incentive Awards | $43,500 | | | Total Annual Compensation | $45,000 | | The MDCC’s assessment of Mr. Fink’s performance relative to his 2025 responsibilities and objectives resulted in a Far Exceeds determination. Based on its assessment, the MDCC set Mr. Fink’s Total Incentive Award outcome at $43.5 million, or a 24% increase to his 2024 Total Incentive Award. In determining this outcome, the MDCC acknowledged Mr. Fink’s extraordinary efforts in 2025 in which he far exceeded expectations in terms of his role in both the Company's financial strength and the success of organizational / strategic transformations. Similar to last year’s award, the 2025 CEO Carry Incentive 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. More details on the annual CEO Carry Incentive can be found on page 72. | | | | Overall Assessment: Far Exceeds Expectations | | |
UNDERSTANDING A “FAR EXCEEDS” RATING
| Performance Category | Performance Highlights | | | | | | Business Strength 25% Assessment | Deliver on our commitments to clients •Oversaw the delivery of improved investment performance within the firm’s investment platform for clients, including liquid active strategies and above‑target private markets performance. •Led Global Product Solutions (GPS), BlackRock Global Markets (BGM), and Portfolio Management Group (PMG) platforms to strong commercial and investment outcomes, including record iShares inflows, exceeding organic growth and revenue targets in BGM, and outpacing industry growth across systematic and multi‑asset strategies. •Under Mr. Kapito’s leadership, the firm’s active investment platform kept alpha at the heart of BlackRock, delivering strong long-term performance for clients with actively managed AUM above all respective benchmarks for the trailing 3- and 5-year periods. | | | | | | | | Actively managed AUM above benchmark or peer median | 1-Yr | 3-Yr | 5-Yr | | | | Taxable Fixed Income | 76% | 86% | 82% | | | | Tax-Exempt Fixed Income | 46% | 53% | 62% | | | | Fundamental Equity | 40% | 71% | 46% | | | | Systematic Equity | 78% | 95% | 94% | | | •Strong active investment performance coupled with Mr. Kapito’s effective client relationships, resulted in achieving annual active net inflows of $136 billion, reflecting expansion of the active platform and sustained client demand for the firm’s active investment capabilities. •Similarly, in partnership with Mr. Fink, oversaw BlackRock’s index investment performance that ended the year with over 96% and 99% of the firm’s Index Equity and Fixed Income assets within index tracking tolerance across 3- and 5-year horizons, respectively. Grow with our clients’ needs •In partnership with senior leaders, successfully integrated acquisitions of GIP, HPS and Preqin, generating strong commercial momentum through joint initiatives and new business builds and expanding BlackRock’s capabilities across insurance, wealth, and institutional channels. •In partnership with Mr. Kushel, accelerated active ETF growth through targeted product development and expanded use of models and solutions platforms. •Continued development of local capital markets capabilities in the Middle East, including the build out of the mortgage market in Saudi Arabia and other investment solutions to drive $1B in revenue by 2030. Innovate how we serve clients •In partnership with Stephen Cohen, Chief Product Officer, accelerated product innovation across GPS platform with over 300 new launches and conversions and 20% net new base fees from ETFs launched within the past two years. Lead in a changing world •In partnership with Mr. Fink, led global engagements with clients, policymakers and industry leaders to provide differentiated thought leadership and enhanced the firm’s ability to anticipate and respond to evolving client investment needs. •Expanded public policy engagement model, resulting in 2,500 global policymaker engagements and increased participation by BlackRock’s senior-most leaders. | | | | |
UNDERSTANDING A “FAR EXCEEDS” RATING
| J. Richard Kushel Head of Portfolio Management Group | | | | RESPONSIBILITIES: As Head of the Portfolio Management Group (“PMG”), which encompasses BlackRock’s Fundamental and Systematic investing across Fixed Income, Equities and Multi-Asset Strategies as well as the BlackRock Investment Institute. Mr. Kushel is responsible for the firm’s liquid alpha-seeking investment products, performance, and asset allocation and portfolio solutions capabilities. | 2025 Compensation | (Thousands) | | | Base Salary | $750 | | | Annual Cash Bonus | $3,375 | | | Annual RSU Incentive | $2,625 | | | BPIP award | $6,250 | | | Total Incentive Awards | $12,250 | | | Total Annual Compensation | $13,000 | | Mr. Kushel is a member of the GEC and Co-Chair of the GEC Investment Sub-Committee. He is also the GEC sponsor of the firm’s Black Professionals & Allies Network, a network open to all employees. Mr. Kushel led BlackRock’s PMG through a year of change and successfully delivered the majority of PMG’s performance goals for clients while continuing the focus on driving commercial outcomes and innovation. Mr. Kushel invested in PMG and the broader BlackRock workforce and culture, effectively increasing retention and strengthening the organization for the future. Overall, the MDCC’s assessment of Mr. Kushel’s performance resulted in a Far Exceeds determination. Based on this assessment, the MDCC set Mr. Kushel’s Total Incentive Award outcome at $12.25 million, or a 23% increase to his 2024 Total Incentive Award. | | | | Overall Assessment: Far Exceeds Expectations | | |
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 employees from: ◦Short-selling BlackRock securities; ◦Pledging BlackRock securities as collateral for a loan (among other items) (other than pursuant to a contractual right negotiated in connection with a merger or acquisition); or ◦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 91; •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 BlackRock’s Severance Plan for all U.S. eligible employees. | |
RISK ASSESSMENT OF COMPENSATION PLANS
RISK ASSESSMENT OF COMPENSATION PLANS Our employee compensation programs are structured to discourage excessive and unnecessary risk-taking. The Board recognizes that potential risks to BlackRock may be inherent in employee compensation programs. BlackRock periodically reviews its employee compensation programs to ensure that they are structured so as not to unintentionally promote excessive risk-taking, and the MDCC is presented the findings of such reviews. Based on these reviews, management believes that our employee compensation programs are appropriately structured and do not pose risks that are reasonably likely to have a materially adverse effect on BlackRock. As part of its ongoing oversight, the MDCC evaluates the design of BlackRock’s compensation programs to assess whether they could create incentives for unreasonable risk‑taking, including by considering the following features: •Reasonableness of performance goals in light of past performance and market conditions; •Emphasis on longer-term expectations for earnings and growth; •Use of base salary as a fixed component of compensation that does not increase with risk outcomes; •Delivery of a portion of annual incentive compensation in the form of equity that vests over time, aligning realized value with BlackRock’s future performance; •Increase in the proportion of annual incentive compensation delivered as equity at higher compensation levels; and •Application of BlackRock’s clawback policies and stock ownership guidelines to promote alignment and accountability.
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. The Company does not grant equity awards in anticipation of the release of material non‑public information, nor does it time the release of material non‑public information based on equity or option grant dates. All equity awards are granted under a shareholder-approved plan. Although the MDCC has the authority to grant stock options, SARs, or similar option‑like instruments, the Company has not granted any such awards since May 2023. Any stock options, if granted, would have an exercise price at or above the closing market price of BlackRock common stock on the date of grant.
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.
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. |
SEVERANCE
SEVERANCE Our NEOs are eligible for severance benefits under BlackRock’s Severance Plan, which 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.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards (Fair Value of Awards) ($)(2) | Performance- Based Option Awards (Fair Value of Awards) ($)(3) | All Other Compensation ($)(4) | Total ($) | | Laurence D. Fink | 2025 | $1,500,000 | $10,567,500 | $24,600,184 | — | $1,081,885 | $37,749,569 | | 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 | | Robert S. Kapito | 2025 | $1,250,000 | $7,000,000 | $17,100,006 | — | $392,500 | $25,742,506 | | 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 | | Robert L. Goldstein | 2025 | $750,000 | $5,001,850 | $9,746,734 | — | $62,355 | $15,560,939 | | 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 | | Martin S. Small | 2025 | $750,000 | $5,001,850 | $7,874,937 | — | $22,500 | $13,649,287 | | 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 | 2025 | $750,000 | $3,375,000 | $6,824,612 | — | $63,855 | $11,013,467 | | 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 |
2025 SUMMARY COMPENSATION TABLE
(1)Bonus. These amounts represent the Annual Cash Bonuses awarded pursuant to BlackRock’s Total Incentive Award program for the applicable fiscal year (e.g., the 2025 amounts reflect Annual Cash Bonuses earned in respect of 2025 and paid in January 2026). The criteria used to determine each NEO’s Annual Cash Bonus for 2025, as part of Total Incentive Awards, are more fully described in the “Annual NEO Framework” starting on page 59. In accordance with SEC requirements, Annual Cash Bonuses are reported in this table for the year earned, whereas equity awards are reported in the year granted. As a result, the other components of Total Incentive Awards granted in January 2026 in respect of 2025 (i.e., Annual RSU Incentives and BPIP awards) will not appear in the “Stock Awards” column of this table until next year’s proxy statement. For more information about the 2025 Total Incentive Awards, see page 57 of the “Compensation Discussion and Analysis.” As described in that section, in January 2026, Messrs. Fink, Kapito, Goldstein, Small and Kushel were awarded Annual RSU Incentives and BPIP awards as part of their Total Incentive Awards for the 2025 fiscal year. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, (i) these Annual RSU Incentives had grant date values of $8,432,500, $6,000,000, $5,087,650, $5,087,650 and $2,625,000, respectively, based on the average of the high and low prices per share of BlackRock common stock on January 16, 2026, which was $1,170.18, and (ii) the BPIP awards, which are performance-based RSUs, had targeted grant date values of $24,500,000, $16,750,000, $8,500,000, $8,500,000 and $6,250,000, respectively. The base number of units granted pursuant to the 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, 2026. (2)Stock Awards. Reflects the grant date fair value of equity awards made during the applicable fiscal year, as determined pursuant to FASB ASC Topic 718. For 2025, amounts reflect the aggregate grant date fair value of Annual RSU Incentives and BPIP awards granted in January 2025. The amount included with respect to the BPIP awards granted in January 2025 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) $28,214,931 for Mr. Fink; (ii) $20,295,003 for Mr. Kapito; (iii) 10,147,501 for Mr. Goldstein; (iv) $8,661,453 for Mr. Small; and (v) $7,425,245 for Mr. Kushel. For complete valuation assumptions of the awards, see Note 18 to the consolidated financial statements in our 2025 Form 10-K. (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. We do not consider these awards to be part of our regular annual compensation determinations for 2023. See “Performance-Based Stock Options” as disclosed on page 63 of BlackRock’s 2024 Proxy Statement. Amounts reflect the grant date fair value of performance-based option awards made during the fiscal 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 2025 Form 10-K.
2025 SUMMARY COMPENSATION TABLE
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 95 |
2025 SUMMARY COMPENSATION TABLE
(4)All Other Compensation for 2025. For Messrs. Fink, Kapito, Goldstein, Small and Kushel, $22,500, $22,500, $22,500, $22,500, and $22,500, respectively, was attributable to contributions made by BlackRock under its tax-qualified defined contribution (401(k)) plan in 2025. For each of Messrs. Kapito and Kushel, $1,500 was attributable to contributions made by BlackRock under its health savings account (HSA) medical plan in 2025. For Messrs. Kapito, Goldstein and Kushel, $39,855, $39,855 and $39,855, respectively, was attributable to financial planning services for 2025. For each of Messrs. Fink and Kapito, the value reported for 2025 also includes $295,000, 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. For 2025, these amounts relate to flights taken between December 1, 2024 and November 30, 2025, rather than flights taken during BlackRock’s fiscal year. For the personal security of Mr. Fink and Mr. Kapito, the values reported for 2025 also include $764,385 and $33,645, 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 security at each of their respective residences. For Mr. Kapito, the $33,645 amount also includes $28,000 to provide for the installation, enhancement, upgrade and operational support for the home security systems at his residence, as recommended by an independent, third-party security assessment and supported by the Board as necessary and in the interest of the Company and its shareholders. For more information regarding perquisites, see “Perquisites” on page 94. No nonqualified deferred compensation earnings were determined to be above-market or preferential. None of the NEOs participate in any BlackRock-sponsored defined benefit pension plans.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning equity incentive plan-based compensation provided by BlackRock in 2025 to our NEOs.
2025 GRANTS OF PLAN-BASED AWARDS
| | Grant Date(1) | | Date of MDCC Action | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | | | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | Laurence D. Fink | | 1/16/2025 | 1/13/2025(2) | | | | | | | 7,505 | $7,500,178 | | | | 1/16/2025 | 1/13/2025(3) | | — | | 17,111 | | 28,233 | | $17,100,006 | | Robert S. Kapito | | 1/16/2025 | 1/13/2025(2) | | | | | | | 4,803 | $4,799,914 | | | | 1/16/2025 | 1/13/2025(3) | | — | | 12,308 | | 20,308 | | $12,300,092 | | Robert L. Goldstein | | 1/16/2025 | 1/13/2025(2) | | | | | | | 3,599 | $3,596,688 | | | | 1/16/2025 | 1/13/2025(3) | | — | | 6,154 | | 10,154 | | $6,150,046 | | Martin S. Small | | 1/16/2025 | 1/13/2025(2) | | | | | | | 2,627 | $2,625,312 | | | | 1/16/2025 | 1/13/2025(3) | | — | | 5,253 | | 8,667 | | $5,249,625 | | J. Richard Kushel | | 1/16/2025 | 1/13/2025(2) | | | | | | | 2,326 | $2,324,506 | | | | 1/16/2025 | 1/13/2025(3) | | — | | 4,503 | | 7,430 | | $4,500,107 |
2025 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 (including the base number of RSUs underlying each BPIP award) based on the grant price. The grant price was $999.36, representing the average of the high and low prices of BlackRock common stock on the grant date, which was the second trading day following the release of earnings for the fourth quarter of 2024. (2)Annual RSU Incentives. These Annual RSU Incentive awards were granted on January 16, 2025 to Messrs. Fink, Kapito, Goldstein, Small and Kushel as part of their Total Incentive Awards in respect of 2024. These awards vest one-third on each of the first three anniversaries of the grant date beginning on January 31, 2026, subject to the NEO’s continued service on each vesting date. Upon vesting, the NEOs are entitled to payment of accrued dividends with respect to the shares underlying the vested RSUs. (3)BPIP Awards. These BPIP awards were granted on January 16, 2025 to Messrs. Fink, Kapito, Goldstein, Small and Kushel as part of their Total Incentive Awards in respect of 2024. These awards vest on January 31, 2028, subject to the NEO’s continued service through such date and the Company’s attainment of the applicable financial targets during the three-year performance period commencing on January 1, 2025 and ending on December 31, 2027. The number of shares of BlackRock common stock each NEO will receive upon settlement of the award will equal 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 in 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 equal 165% of the base number. Performance at target would result in payout of 100% of the base number. Upon vesting, the NEOs are entitled to payment of accrued dividends with respect to the shares underlying the vested BPIP awards. (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 2025 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.
2025 GRANTS OF PLAN-BASED AWARDS
| 96 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | 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 | 1/17/2023 | — | — | — | — | 1,681(2) | $1,799,242 | | | 1/17/2023 | — | — | — | — | 19,914(3) | $21,314,751 | | | 1/16/2024 | — | — | — | — | 4,173(2) | $4,466,529 | | | 1/16/2024 | — | — | — | — | 26,438(3) | $28,297,649 | | | 1/16/2025 | — | — | — | — | 7,505(2) | $8,032,902 | | | 1/16/2025 | — | — | — | — | 23,117(3) | $24,743,050 | | Robert S. Kapito | 1/17/2023 | — | — | — | — | 1,099(2) | $1,176,304 | | | 1/17/2023 | — | — | — | — | 15,289(3) | $16,364,428 | | | 1/16/2024 | — | — | — | — | 3,130(2) | $3,350,164 | | | 1/16/2024 | — | — | — | — | 19,200(3) | $20,550,528 | | | 1/16/2025 | — | — | — | — | 4,803(2) | $5,140,843 | | | 1/16/2025 | — | — | — | — | 16,628(3) | $17,797,614 | | Robert L. Goldstein | 12/4/2017 | 54,190 | | $513.5 | 12/4/2026(4) | — | — | | | 1/17/2023 | — | — | — | — | 404(2) | $432,417 | | | 1/17/2023 | — | — | — | — | 9,173(3) | $9,818,229 | | | 5/30/2023 | — | 57,694 | $673.6 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | 2,141(2) | $2,291,598 | | | 1/16/2024 | — | — | — | — | 11,459(3) | $12,265,026 | | | 1/16/2025 | — | — | — | — | 3,599(2) | $3,852,154 | | | 1/16/2025 | — | — | — | — | 8,314(3) | $8,898,807 | | Martin S. Small | 12/4/2017 | 27,047 | | $513.5 | 12/4/2026(4) | — | — | | | 1/17/2023 | — | — | — | — | 112(2) | $119,878 | | | 1/17/2023 | — | — | — | — | 5,292(3) | $5,664,239 | | | 5/30/2023 | — | 44,119 | $673.6 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | 1,023(2) | $1,094,958 | | | 1/16/2024 | — | — | — | — | 8,244(3) | $8,823,883 | | | 1/16/2025 | — | — | — | — | 2,627(2) | $2,811,783 | | | 1/16/2025 | — | — | — | — | 7,097(3) | $7,596,203 | | J. Richard Kushel | 12/4/2017 | 20,000 | | $513.5 | 12/4/2026(4) | — | — | | | 1/17/2023 | — | — | — | — | 493(2) | $527,678 | | | 1/17/2023 | — | — | — | — | 6,272(3) | $6,713,172 | | | 5/30/2023 | — | 50,906 | $673.6 | 5/30/2032(5) | — | — | | | 1/16/2024 | — | — | — | — | 1,315(2) | $1,407,497 | | | 1/16/2024 | — | — | — | — | 9,047(3) | $9,683,366 | | | 1/16/2025 | — | — | — | — | 2,326(2) | $2,489,611 | | | 1/16/2025 | — | — | — | — | 6,084(3) | $6,511,949 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 97 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1)Market Value of Unvested RSUs. Amounts reflect the year-end value of Annual RSU Incentives and BPIP awards, based on the closing price of $1,070.34 per share of BlackRock common stock on December 31, 2025. 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, 2025 and target-level performance estimates (as of December 31, 2025) for the remainder of the performance period. See footnote (3) to this table for values calculated if maximum performance level is assumed. (2)Annual RSU Incentives. One-third of these Annual RSU Incentive awards vest on January 31 of each of the first three years following the year of grant. Accordingly, as of December 31, 2025: (i) one‑third of the Annual RSU Incentive award granted in January 2023 remained unvested, and subsequently vested on January 31, 2026; (ii) two‑thirds of the Annual RSU Incentive award granted in January 2024 remained unvested, with one‑third subsequently vesting on January 31, 2026, and the final one‑third scheduled to vest on January 31, 2027; and (iii) the Annual RSU Incentive award granted in January 2025 remained fully unvested, with one‑third subsequently vesting on January 31, 2026, one‑third scheduled to vest on January 31, 2027, and the final one‑third scheduled to vest on January 31, 2028. (3)BPIP Awards. These BPIP awards are performance-based RSUs granted annually in January that vest following the completion of a three-year performance period, subject to the Company’s attainment of specified financial targets and continued service through January 31 following the end of the applicable performance period and certification of results. The BPIP awards granted in January 2023, January 2024 and January 2025 have performance periods ending on December 31, 2025, December 31, 2026 and December 31, 2027, respectively. The number of units shown reflects the number of shares that the NEO would receive upon settlement of the award pursuant to the applicable BPIP award determination matrix, assuming (i) actual performance through December 31, 2025 and (ii) target-level performance estimates (as of December 31, 2025) for the remainder of the performance period. Based on these assumptions, the resulting payout for the full performance period would be 116.6% of target for the BPIP awards granted on January 17, 2023, 160.6% of target for the BPIP awards granted on January 16, 2024 and 135.1% of target for the BPIP awards granted on January 16, 2025). If maximum performance level is assumed, the total award payout would equal 165% of the target value of the awards, which would be (i) for Mr. Fink, $35,169,339 for the 2023 BPIP awards, $46,691,121 for the 2024 BPIP awards and $40,826,033 for the 2025 BPIP awards; (ii) for Mr. Kapito, $27,001,306 for the 2023 BPIP awards, $33,908,371 for the 2024 BPIP awards and $29,366,063 for the 2025 BPIP awards; (iii) for Mr. Goldstein, $16,200,078 for the 2023 BPIP awards, $20,237,293 for the 2024 BPIP awards and $14,683,032 for the 2025 BPIP awards; (iv) for Mr. Small, $9,345,994 for the 2023 BPIP awards, $14,599,407 for the 2024 BPIP awards and $12,533,735 for the 2025 BPIP awards; and (v) for Mr. Kushel, $11,076,734 for the 2023 BPIP awards, $15,977,554 for the 2024 BPIP awards and $10,744,716 for the 2025 BPIP awards. See “Potential Payments Upon Termination or Change in Control” on page 99 for additional details regarding these awards. (4)2017 Performance Options. In December 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. The performance conditions applicable to these awards were satisfied within the prescribed performance measurement period, and, following satisfaction of those performance conditions, the awards became subject solely to continued service through the applicable vesting dates. One-third of the options vested on each of December 4, 2022, December 4, 2023, and December 4, 2024, all of which vesting dates have occurred. The term of the stock options is nine years. (5)2023 Performance Options. 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 believed would play critical roles in BlackRock’s future. Vesting is contingent upon: (i) the achievement of a stock price equal to at least 130% of grant-date stock price of $673.58 for 60 consecutive calendar days within four years from the grant date and (ii) attainment of positive Organic Revenue Growth during the three-year performance period from January 1, 2024 to December 31, 2026. If both of these performance conditions are achieved, the awards will vest subject to continued service in three tranches of 25%, 25% and 50% in May of 2027, 2028 and 2029, respectively. The term of the stock options is nine years. Consistent with the intent of these grants, if a participant voluntarily terminates employment for any reason, including retirement, all unvested awards are forfeited. See “Potential Payments Upon Termination or Change in Control” on page 99 for additional details regarding these awards.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 98 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
2025 OPTIONS EXERCISED AND STOCK VESTED
2025 OPTIONS EXERCISED AND STOCK VESTED The following table sets forth the number of shares acquired and the value realized by our NEOs during the fiscal year ended December 31, 2025 on the exercise of options or the vesting and/or settlement of RSUs.
2025 OPTIONS EXERCISED AND STOCK VESTED
| | Option Awards | | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) | | Laurence D. Fink | | — | — | | 15,219 | $16,368,035 | | Robert S. Kapito | | — | — | | 11,321 | $12,175,736 | | Robert L. Goldstein | | — | — | | 5,796 | $6,233,598 | | Martin S. Small | | — | — | | 2,237 | $2,405,894 | | J. Richard Kushel | | 47,142 | $24,951,468 | | 4,473 | $4,810,712 |
2025 OPTIONS EXERCISED AND STOCK VESTED
(1)Value realized upon exercise reflects the product of (i) the excess of the closing price per share of BlackRock common stock on the date of exercise over the per-share exercise price of the option, multiplied by (ii) the number of shares subject to the option that were exercised. (2)Value realized reflects (i) the closing price per share of BlackRock common stock on the vesting date, multiplied by (ii) the number of RSUs that vested.
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($) | 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 | — | | — | $2,992,521 | $1,374,910 | $30,656,045 | | Robert S. Kapito | — | | — | $10,882 | — | $304,380 | | Robert L. Goldstein | — | | — | $22,648 | $776,076 | $198,944 | | Martin S. Small | — | | — | — | — | — | | J. Richard Kushel | $1,270,000(3) | | — | $669,753 | $952,329 | $8,519,591 |
2025 NONQUALIFIED DEFERRED COMPENSATION
(1)Represents earnings on balances in the Voluntary Deferred Compensation Plan (“VDCP”) (as described below), none of which were determined to be above-market or preferential. (2)Amounts shown include deferred portions of the Annual Cash Bonuses payable to the applicable NEO (other than Mr. Small) that were earned in prior years and previously included in the Bonus column of our Summary Compensation Tables for those years. (3)Mr. Kushel’s contribution to the VDCP represents a deferral of a portion of his Annual Cash Bonus earned in respect of 2024 and payable in January 2025. The deferred portion is included in the 2024 row of the Bonus column of the 2025 Summary Compensation Table.
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. Potential payments and benefits for NEOs upon a termination of employment or a change in control arise under BlackRock’s incentive award programs (including equity-based awards and carry-based arrangements), BlackRock’s Severance Plan (the “Severance Plan”), and the VDCP, as described below. The material terms governing these arrangements are described below, and the estimated payment amounts with respect to these arrangements are set forth in the tables on pages 100 and 102, in each case assuming a change in control and/or termination of employment of the NEO on December 31, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 99 |
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 Under the terms of the applicable equity award agreements, an NEO whose employment is terminated may become entitled to accelerated vesting and payment (or continued eligibility for vesting and payment) with respect to such NEO’s outstanding awards, as summarized below.
TREATMENT OF OUTSTANDING EQUITY AWARDS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
| Type of Award(1) | Voluntary Resignation | Termination For Cause | Involuntary Termination Without Cause(2) (3) | Qualified Retirement(4)/ Disability | Death | | Annual RSU Incentives | 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. | | BPIP Awards (Performance-based RSUs) | 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 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. | | 2023 Performance-Based Option Awards | Unvested portion of the option is forfeited; vested but unexercised portion of the option remains exercisable for a 90-day period following separation, subject to non-engagement in any competitive activity prior to exercise. | Unvested portion of the option is forfeited; vested and unexercised portion of the option is cancelled. | Option is forfeited upon a termination of employment within two years of grant. For any termination without cause thereafter, the vested portion of the option remains exercisable through the full term, and 50% of the remaining unvested portion will 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, the option will fully vest and remain exercisable through the full term. | Qualified Retirement: Unvested portion of the option is forfeited; vested but unexercised portion of the option remains exercisable for a 90-day period following separation, subject to non- engagement in any competitive activity prior to exercise. Disability: Option will continue to be eligible to vest as scheduled on each vesting date, subject to achievement of the applicable performance conditions and non-engagement in any competitive activity prior to exercise. | Option will continue to be eligible to vest as scheduled on each vesting date, subject to achievement of the applicable performance conditions. |
TREATMENT OF OUTSTANDING EQUITY AWARDS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
(1)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 generally subject to the NEO’s (a) execution of a release of claims against BlackRock and (b) continued compliance with covenants restricting the NEO’s solicitation of clients or employees of BlackRock for the one-year period following termination. (2)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). (3)For purposes of the equity awards, (a) a “change in control” generally means a significant change in BlackRock’s share ownership or in the composition of the Board and (b) “cause” generally includes gross negligence or intentional misconduct; breach of fiduciary duty; theft, fraud, embezzlement or other material dishonesty; violations of securities laws or self‑regulatory rules; certain criminal charges or convictions; willful failure or refusal to perform material duties; or material violations of Company policies. The definition of “cause” under our equity awards is generally consistent with the definition of “cause” as used in the CEO Carry Incentive, Executive Carry Program and Leadership Retention Carry Plan. (4)“Qualified retirement” generally means a voluntary resignation (other than following a cause event) when the NEO’s age plus years of service equals at least 65, with at least age 60 if the NEO did not turn 54 on or prior to January 19, 2016 and with at least age 55 if the NEO turned 54 on or prior to such date while employed by BlackRock, and with at least three years of credited service with BlackRock, provided that the NEO gives at least one year of advance notice of retirement and represents that any future work will not involve competitive activity. The definition of “retirement” under our equity awards is generally consistent with the definition of “retirement” as used in the CEO Carry Incentive, Executive Carry Program and Leadership Retention Carry Plan.
TREATMENT OF OUTSTANDING EQUITY AWARDS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
| 100 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
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. 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 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 72. Executive Carry Program. The Executive Carry Program was adopted in January 2026. As a result, no NEO had any entitlement under the Executive Carry Program as of December 31, 2025, and no amounts related to the Executive Carry Program are reflected in this section or the accompanying tables. Leadership Retention Carry Plan: No percentage points were granted to any of our NEOs under the BlackRock, Inc. Leadership Retention Carry Plan in 2025. In the event of a termination of employment due to voluntary resignation, termination for cause or involuntary termination without cause, all awarded percentage points are forfeited. In the event of a termination of employment due to qualified retirement, death or disability, the award recipient would begin receiving cash distributions with respect to the percentage points granted under the plan, subject to the execution of a release of claims and compliance with restrictive covenant obligations. Distributions would be made in accordance with the following schedule: 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 received by BlackRock from the participating BlackRock carry funds as of the applicable measurement date, provided that each of the first two distributions would be limited to 80% of the distributions calculated as of the applicable measurement date. For purposes of each distribution, the measurement date would 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. Severance Plan: Our NEOs are eligible for severance benefits under the Severance Plan, which 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. Voluntary Deferred Compensation Plan: Upon a termination of an NEO’s employment for any reason, the NEO’s VDCP balance attributable to deferrals made prior to the 2016 plan year would be paid out in a lump sum, while amounts attributable to deferrals made for the 2016 and subsequent plan years would be paid in accordance with the NEO’s deferral election. Upon a change in control (which generally means a significant change in BlackRock’s share ownership or in the composition of the Board), amounts deferred under the VDCP beginning with the 2004 plan year would be paid in a lump sump payment, and amounts deferred prior to the 2004 plan year would be paid as scheduled, unless a successor elects to accelerate payment. All outstanding VDCP balances were fully vested as of December 31, 2025. Accordingly, no amounts have been included in the table on page 102 with respect to VDCP balances. For additional information, please refer to the “2025 Nonqualified Deferred Compensation” table on page 99.
TREATMENT OF OUTSTANDING EQUITY AWARDS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 101 |
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 a change in control and/or termination of employment on December 31, 2025 and are based on the closing price of BlackRock common stock on December 31, 2025, which was $1,070.34.
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(14) | Disability/ Death | Voluntary Resignation/ Termination for Cause | | | Laurence D. Fink | | | | | | | | Annual RSU Incentive(1) | $14,298,672 | $14,298,672 | $14,298,672 | $14,298,672 | | — | | BPIP awards(2), (3), (4) | $74,355,449 | $57,249,276 | $74,355,449 | $74,355,449 | | — | | Severance(10) | $1,557,692 | $1,557,692 | — | — | | — | | CEO Carry Incentive Award(12) | — | — | — | — | | — | | Total(13) | $90,211,813 | $73,105,640 | $88,654,122 | $88,654,122 | | — | | Robert S. Kapito | | | | | | | | Annual RSU Incentive(1) | $9,667,311 | $9,667,311 | $9,667,311 | $9,667,311 | | — | | BPIP awards(2), (3), (4) | $54,712,570 | $42,334,088 | $54,712,570 | $54,712,570 | | — | | Severance(10) | $1,298,077 | $1,298,077 | — | — | | — | | Leadership Retention Carry Plan(11) | — | — | $5,697,367 | $5,697,367 | | — | | Total(13) | $65,677,958 | $53,299,476 | $70,077,248 | $70,077,248 | | — | | Robert L. Goldstein | | | | | | | | Annual RSU Incentive(1) | $6,576,169 | $6,576,169 | $6,576,169 | $6,576,169 | | — | | BPIP awards(2), (3), (4) | $30,982,062 | $24,041,977 | $30,982,062 | $30,982,062 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | $5,791,902 | $22,890,671 | — | $22,890,671 | | — | | Severance(10) | $778,846 | $778,846 | — | — | | — | | Total(13) | $44,128,979 | $54,287,663 | $37,558,231 | $60,448,902 | | — | | Martin S. Small | | | | | | | | Annual RSU Incentive(1) | $4,026,619 | $4,026,619 | $4,026,619 | $4,026,619 | | — | | BPIP awards(2), (3), (4) | $22,084,325 | $16,780,791 | $22,084,325 | $22,084,325 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | $4,429,032 | $17,504,654 | — | $17,504,654 | | — | | Severance(10) | $548,077 | $548,077 | — | — | | — | | Total(13) | $31,088,053 | $38,860,141 | $26,110,944 | $43,615,598 | | — | | J. Richard Kushel | | | | | | | | Annual RSU Incentive(1) | $4,424,786 | $4,424,786 | $4,424,786 | $4,424,786 | | — | | BPIP awards(2), (3), (4) | $22,908,487 | $17,562,139 | $22,908,487 | $22,908,487 | | — | | 2023 Option Awards(5), (6), (7), (8), (9) | $5,110,666 | $20,197,465 | — | $20,197,465 | | — | | Severance(10) | $778,846 | $778,846 | — | — | | — | | Total(13) | $33,222,785 | $42,963,236 | $27,333,273 | $47,530,738 | | — |
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
(1)Annual RSU Incentives. Reflects an amount equal to (i) the number of unvested RSUs awarded as Annual RSU Incentives outstanding as of December 31, 2025, multiplied by (ii) $1,070.34 (the closing price of BlackRock common stock on December 31, 2025). For additional details on the Annual RSU Incentives, please refer to the “2025 Outstanding Equity Awards at Fiscal Year-End” table on page 97 and the “Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 100. (2)BPIP Awards upon an involuntary termination without cause (other than following a change in control): For the January 2023 BPIP awards, January 2024 BPIP awards and January 2025 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 pursuant to the applicable BPIP award determination matrix, assuming (a) in the case of January 2023 BPIP awards, actual performance relative to the performance targets through December 31, 2025, and (b) in the case of January 2024 and January 2025 awards, actual performance relative to the performance targets through December 31, 2025 and target-level performance estimates (as of December 31, 2025) for the remainder of the applicable performance period, multiplied by (ii) $1,070.34. 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 “2025 Grants of Plan-Based Awards” table on page 96, the “2025 Outstanding Equity Awards at Fiscal Year-End” table on page 97 and the “Treatment of Outstanding Equity Awards Upon Termination of Employment or a Change in Control” table on page 100.
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
| 102 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
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 the January 2023 BPIP awards, assuming a change in control and termination without cause coincident with the end of the performance period as of December 31, 2025, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive upon settlement of the award pursuant to the award determination matrix, assuming actual performance relative to the performance targets through December 31, 2025, multiplied by (ii) $1,070.34. For each of the January 2024 BPIP awards and January 2025 BPIP awards, assuming a change in control and termination without cause on December 31, 2025 prior to the end of the applicable performance periods, the value shown reflects an amount equal to (i) the number of shares that the NEO would receive pursuant to the applicable award determination matrix, assuming the achievement of target-level performance during the performance period, multiplied by (ii) $1,070.34. If the awards are not assumed by the acquirer in the event of a change in control, the awards would become fully vested (at target-level performance) as of the date of the change in control. (4)BPIP Awards upon a termination due to death, disability or qualified retirement: For each of the January 2023 BPIP awards, January 2024 BPIP awards and January 2025 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 pursuant to the applicable award determination matrix, assuming (a) in the case of the January 2023 BPIP awards, actual performance relative to the performance targets through December 31, 2025, and (b) in the case of the January 2024 and January 2025 awards, actual performance relative to the performance targets through December 31, 2025 and target-level performance estimates (as of December 31, 2025) for the remainder of the applicable performance period, multiplied by (ii) $1,070.34. 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)Option 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 believed would play critical roles in BlackRock’s future. (6)Option Awards upon an involuntary termination without cause (other than following a change in control): Assuming a termination without cause on December 31, 2025, which is more than two years following grant, the vested portion of the 2023 performance-based stock option would remain exercisable through the full term, and 50% of the remaining unvested portion would vest on a pro rata basis with respect to each tranche (based on length of service during the vesting period) and would 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. Amounts shown in table represent the value of 50% of the prorated portion of the unvested portion of the option based on the closing price on December 31, 2025 of $1,070.34, which portion remains eligible to vest based on satisfaction of performance conditions. For additional details on these awards, see the “2025 Outstanding Equity Awards at Fiscal Year-End” table on page 97. (7)Option Awards upon a termination without cause within 12 months following a change in control: If the option is assumed by the acquirer in a change in control and employment is terminated without cause within the 12-month period following the change in control, the 2023 performance-based stock option would fully vest and remain exercisable through the full term. If the option is not assumed by the acquirer in the change in control, the option would become fully vested as of the date of the change in control. Amounts shown in the table represent the value of the unvested options as of December 31, 2025. (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 remain eligible to vest, subject to the achievement of the performance conditions. The amounts shown represent the value of the unvested options as of December 31, 2025. (10)Severance. Reflects the amount that would have been payable to the NEO in a lump sum under the Severance Plan, assuming a qualifying involuntary termination of employment by BlackRock on December 31, 2025. (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, Inc. 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, 2025. 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, 2025 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, 2025, the remaining value of the award (which is in addition to the amount shown in the table) would have been approximately $27.8 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)CEO Carry Incentive Award: The value of the award depends on multiple factors, and is driven by 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. (13)Total values for Annual RSU Incentives, 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.” (14)Following qualified retirement, each of our NEOs are eligible for continued medical coverage at their own expense.
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR A CHANGE IN CONTROL
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 103 |
CEO Pay Ratio for 2025
CEO Pay Ratio for 2025 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 between the annual total compensation of our median employee and the annual total compensation of our CEO. For 2025, our last completed fiscal year: •The annual total compensation of our median employee, calculated using the methodology described below, was $153,770; and •The annual total compensation of our CEO, as reported in the 2025 Summary Compensation Table included in this Proxy Statement, was $37,749,569. Based on this information, the ratio of our CEO’s annual total compensation to that of our median employee for 2025 was 245:1. This result is broadly consistent with our historical pay practices.
2025 CEO PAY RATIO = 245:1
2025 CEO PAY RATIO = 245:1
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 “compensation actually paid” to our NEOs (as determined under SEC rules) and certain aspects of our financial performance for each of the last five completed fiscal years. In determining “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts reported in our Summary Compensation Table, 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 and as adjusted under the SEC’s methodology for the 2021 through 2025 fiscal years.
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) | | | 2025 | $37,749,569 | $55,823,885 | $16,491,550 | $25,230,786 | $167.24 | $211.25 | $5,553 | | 44.1% | | 2024 | $30,768,546 | $56,483,706 | $13,609,260 | $36,574,292 | $156.96 | $200.58 | $6,369 | | 44.5% | | 2023 | $26,939,474 | $26,855,065 | $15,627,388 | $20,027,946 | $121.40 | $145.36 | $5,502 | | 41.7% | | 2022 | $32,726,109 | $(5,793,787) | $13,782,910 | $(12,461,284) | $103.00 | $110.59 | $5,178 | | 42.8% | | 2021 | $32,587,335 | $65,321,174 | $14,814,344 | $39,235,001 | $129.39 | $147.62 | $5,901 | | 46.8% |
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: •2025: Messrs. Kapito, Goldstein, Small and Kushel. •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. (2)Dollar amounts reflect “compensation actually paid” for our CEO and average “compensation actually paid” for our non-CEO NEOs for each of the 2021 through 2025 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 2025 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. In particular, these adjustments include the deduction of grant date fair values of equity awards as reported in the Summary Compensation Table and the addition of equity award fair values measured at each fiscal year-end and upon vesting, as well as changes in fair value of outstanding unvested and vested awards from prior years. The reconciliation tables below detail the adjustments made to the Summary Compensation Table totals to arrive at these amounts. Because none of our NEOs participated in any Company-sponsored defined benefit pension program in the covered years, no pension-related adjustments have been included. 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 57. For information regarding the decisions made by the MDCC in regard to our NEOs’ 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 54 of this Proxy Statement.
Pay Versus Performance
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 105 |
CEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO COMPENSATION ACTUALLY PAID RECONCILIATION
CEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO COMPENSATION ACTUALLY PAID RECONCILIATION
CEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO COMPENSATION ACTUALLY PAID RECONCILIATION
| Year | 2025 | | | CEO | | Mr. Fink | | Summary Compensation Table Total Compensation ($) | | 37,749,569 | | Less: Equity Award Values Reported in Summary Compensation Table for the Covered Year ($) | | (24,600,184) | | Plus: Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($) | | 32,775,910 | | Plus/Less: Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($) | | 7,259,941 | | Plus/Less: Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($) | | 766,865 | | Plus: Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($) | | — | | Less: Fair Value as of Prior Year-End of Equity Awards Forfeited during the Covered Year ($) | | — | | Plus: Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation ($) | | 1,871,784 | | Compensation Actually Paid to CEO ($) | | 55,823,885 |
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
AVERAGE NON-CEO NEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO AVERAGE COMPENSATION ACTUALLY PAID RECONCILIATION
| Year | 2025 Average | | Non-CEO NEOs | See note (1) above for NEO details | | Average Summary Compensation Table Total Compensation ($) | 16,491,550 | | Less: Average Equity Award Values Reported in Summary Compensation Table for the Covered Year ($) | (10,386,573) | | Plus: Average Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($) | 13,774,612 | | Plus/Less: Average Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($) | 4,228,927 | | Plus/Less: Average Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($) | 300,012 | | Plus: Average Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($) | — | | Less: Average Fair Value as of Prior Year-End of Equity Awards Forfeited during the Covered Year ($) | — | | Plus: Average Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Average Summary Compensation Table Total Compensation ($) | 822,258 | | Average Compensation Actually Paid to Non-CEO NEOs ($) | 25,230,786 |
AVERAGE NON-CEO NEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO AVERAGE COMPENSATION ACTUALLY PAID RECONCILIATION
| 106 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
AVERAGE NON-CEO NEO SUMMARY COMPENSATION TABLE TOTAL COMPENSATION TO AVERAGE COMPENSATION ACTUALLY PAID RECONCILIATION
With respect to the equity award fair value adjustments reflected in the reconciliation tables above, the valuation assumptions used are consistent with those used in BlackRock's audited financial statements in accordance with ASC Topic 718, updated as of each applicable measurement date. The following summarizes the valuation methodology by award type: •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. For this purpose, vesting assumptions reflect actual performance relative to the applicable performance targets through the applicable measurement date and target performance for the remaining years in the performance period (based on the award determination matrix for the BPIP award granted in the January following the applicable measurement date). •RSU values represent fair values 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 applicable price hurdle is 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, 2025, 2024, 2023, 2022 and 2021, respectively, based on an initial fixed investment of $100 in BlackRock common stock on December 31, 2020. For 2025, represents the five-year TSR (2021-2025); for 2024, represents the four-year TSR (2021-2024); for 2023, represents the three-year TSR (2021-2023); for 2022, represents the two-year TSR (2021-2022); and for 2021, represents the one-year TSR (2021). (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, 2025, 2024, 2023, 2022 and 2021, respectively, based on an initial fixed investment of $100 in such index on December 31, 2020. For 2025, represents the five-year TSR (2021-2025); for 2024, represents the four-year TSR (2021-2024); for 2023, represents the three-year TSR (2021-2023); for 2022, represents the two-year TSR (2021-2022); and for 2021, represents the one-year TSR (2021). (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, 2025, 2024, 2023, 2022 and 2021, respectively. (6)BlackRock’s Company-Selected Measure is Operating Margin, as adjusted. For reconciliation with GAAP for 2023-2025, please see Annex A. For reconciliation with GAAP for 2022 and 2021, please see page 37 of BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2022.
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 2021 through 2025 fiscal years align to trends with BlackRock’s and our peer group’s (S&P U.S. BMI Asset Management & Custody Banks Index) cumulative TSR over the same period.
COMPENSATION ACTUALLY PAID VS. TSR
COMPENSATION ACTUALLY PAID VS. TSR
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 |
COMPENSATION ACTUALLY PAID VS. TSR
| BLACKROCK, INC. | 2026 PROXY STATEMENT | 107 |
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 2021 through 2025 fiscal years align to trends in net income attributable to BlackRock, Inc. over the same period.
COMPENSATION ACTUALLY PAID VS. NET INCOME(1)
COMPENSATION ACTUALLY PAID VS. NET INCOME(1)
COMPENSATION ACTUALLY PAID VS. NET INCOME(1)
| | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Non-CEO NEOs | | Net Income(1) |
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 2021 through 2025 fiscal years align to trends with BlackRock’s Operating Margin, as adjusted, over the same period.
COMPENSATION ACTUALLY PAID VS. OPERATING MARGIN, AS ADJUSTED(2)
COMPENSATION ACTUALLY PAID VS. OPERATING MARGIN, AS ADJUSTED(2)
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) |
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, 2025, 2024, 2023, 2022 and 2021, respectively. (2)BlackRock’s Company-Selected Measure is Operating Margin, as adjusted. For reconciliation with GAAP for 2023-2025, please see Annex A. For reconciliation with GAAP for 2022 and 2021, please see page 37 of BlackRock’s Annual Report on Form 10-K for the year ended December 31, 2022.
COMPENSATION ACTUALLY PAID VS. OPERATING MARGIN, AS ADJUSTED(2)
| 108 | BLACKROCK, INC. | 2026 PROXY STATEMENT |
Board of Directors
Board of Directors