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BlackRock, Inc. BLK

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$6,981,023

+22.7% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Laurence D. FinkChairman and Chief Executive Officer	ChangedCEO	$30,768,546 2024	$37,749,569 2025	+$6,981,023	+22.7%	-0.2 pp
Martin S. SmallSenior Managing Director, Chief Financial Officer and Global Head of Corporate Strategy	Changed	$9,479,916 2024	$13,649,287 2025	+$4,169,371	+44.0%	+2.6 pp
Robert S. KapitoPresident	Changed	$21,783,374 2024	$25,742,506 2025	+$3,959,132	+18.2%	+1.8 pp
Robert L. GoldsteinSenior Managing Director and Chief Operating Officer	Changed	$13,104,913 2024	$15,560,939 2025	+$2,456,026	+18.7%	+1.0 pp
J. Richard KushelSenior Managing Director and Head of the Portfolio Management Group	Changed	$10,068,834 2024	$11,013,467 2025	+$944,633	+9.4%	+0.7 pp

Governance

Policy guardrails

compensation consultant
Changed
Not extracted → independent
“Compensation Discussion and Analysis Communications with the Board Shareholders and other interested parties may contact any member (or all members) of the Board, any Committee or any Chair of any such Committee by mail …”
change in control
Unchanged
Not extracted → Not extracted
“POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL”
clawback
Unchanged
present → present
“Clawback Policy prohibits BlackRock from indemnifying any current or former executive officer against the loss of erroneously awarded compensation.”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Management Development & Compensation Committee Report”
hedging
Unchanged
prohibited → prohibited
“PROHIBITION ON HEDGING AND PLEDGING BLACKROCK SECURITIES”
pledging
Unchanged
prohibited → prohibited
“PROHIBITION ON HEDGING AND PLEDGING BLACKROCK SECURITIES”
stock ownership guidelines
Unchanged
present → present
“STOCK OWNERSHIP GUIDELINES”

Performance markers

Metric facts

ceo pay ratio
Removed
179 to 1 → Not extracted
median employee compensation
Removed
$172,264 → Not extracted
operating income
Changed
$8 billion → $9.6 billion
Numeric delta: +1600000000.00
“growth on a percentage basis since 2021, achieved from a higher-than ever revenue and AUM base (AUM closed the year above $14 trillion AUM, up from $11.6 trillion in 2024). •Coupled with disciplined expense management, t…”
revenue
Changed
$11.6 trillion → $24.2 billion
Numeric delta: -11575800000000.00
“markets driven evolution of BlackRock’s business strategy. More details on the Executive Carry Program can be found on page 72.Overall Assessment: Far Exceeds Expectations Performance CategoryPerformance HighlightsFinanc…”
time equity mix
Added
Not extracted → Not extracted
“For purposes of our stock ownership guidelines, “ownership” generally includes BlackRock shares owned outright, whether directly or indirectly, as well as unvested, time-based RSUs or restricted shares (but excludes unex…”
performance equity mix
Unchanged
100% → 100%
Numeric delta: 0.00
“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.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

13% shingled-prose overlap between the two filings.

2025: 200,000 chars · 2026: 200,000 chars

Committee Report:6% overlap (5,999 → 6,000 chars)
Say-on-Pay proposal:33% overlap (24,964 → 25,000 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

673 new210 changed670 removed213 unchanged

newCommunications with the Board
newShareholders and other interested parties may contact any member (or all members) of the Board, any Committee or any Chair of any such Committee by mail or electronically, as follows:
newMail:BlackRock, Inc.Attn: Board of Directorsc/o Corporate Secretary50 Hudson YardsNew York, New York 10001 Online:Go to the BlackRock website at https://ir.blackrock.com.
newUnder the headings “Governance / Governance Overview / Contact Our Board of Directors,” you will find a link that may be used for writing an electronic message to the Board, the Lead Independent Director, any individual director or any group or committee of directors.
newBlackRock’s Corporate Communications, Investor Relations or Legal and Compliance Departments will review communications received to determine whether the contents represent a message or matter for our directors’ review.
newRequests for a meeting with any member of the Board will also be reviewed accordingly and, if appropriate, arranged by Investor Relations and the Corporate Secretary.
newConcerns relating to accounting, internal controls or auditing matters are handled in accordance with established procedures.
newShareholders are encouraged to visit the “Governance / Governance Overview” page of the BlackRock website at https://ir.blackrock.com for the Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive and Senior Financial Officers and additional information about BlackRock’s Board and its Committees and other corporate governance policies.
newThe charters for each of the Audit Committee, the MDCC, the NGC, the Risk Committee and the Executive Committee can be found at the same website address.
newIn addition, BlackRock intends to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Ethics for Chief Executive and Senior Financial Officers by posting such information on its corporate website.
changedBlackRock will provide a copy of these theforegoingdocuments without charge to each anyshareholder upon written request.
newRequests for copies should be addressed to the Corporate Secretary, BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.
new42BLACKROCK, INC.
new| 2026 PROXY STATEMENT
newCorporate Governance
new2025 Director Compensation
newIndependent directors receive compensation, including retainers and equity awards, for their service and dedication to our Company.
newThe 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.
newIn 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.
newThe MDCC is responsible for reviewing director compensation periodically and making recommendations to the Board.
newThe MDCC also reviews the director compensation practices of peer corporations.
newFor more information on these peer groups, please refer to “Role of the Compensation Consultant” on page 74.
newHow Our Director Compensation Program Aligns with Long-Term Shareholder Interests
newFOCUS ON EQUITY COMPENSATIONThe largest portion of independent director compensation is the Annual Equity Grant, which is payable in deferred stock units.STOCK OWNERSHIP REQUIREMENTAll 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.
newAll directors have met or are on track to meet this requirement.
new2025 Elements of Director Compensation
newFor 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.
newIn 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.
newEach 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.
newIn January 2025, each then-serving independent director received an Annual Equity award, awarded in deferred stock units valued at $250,000.
newThe 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.
newThe 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.
new| 2026 PROXY STATEMENT43
newFor 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).
newThe 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.
newThe following table shows the elements of director compensation provided by BlackRock for services in 2025.
newDirector Compensation ElementPayment or Value of Equity Board Service(1)Board Service Annual PaymentsStock Ownership Requirement$500,000 within five years of joining the BoardAnnual Retainer(2)$100,000Annual Equity Grant(3)$250,000 in the form of deferred stock unitsLead Independent Director$100,000Committee ServiceCommittee Annual Retainers(1)(2)(4)ChairMemberAudit Committee$40,000$25,000MDCC$30,000$15,000NGC$30,000$15,000Risk Committee$30,000$15,000
new(1)Board and Committee Service Retainers and Annual Equity Grants.
newDirectors 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.
newWith 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.
newSimilarly, 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.
new(2)Timing of Annual Retainer Payments.
newAnnual 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).
newNew Board members rotating through the standing Committees receive one general Committee retainer.
new(3)Annual Equity Awards.
newDirectors (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.
newMr. 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.
new(4)Office and Administrative Support.
newFrom 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.
new44BLACKROCK, INC.
new| 2026 PROXY STATEMENT
newDirectors 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.
newIn 2025, the directors listed below each received the amounts set forth below and were also reimbursed for reasonable business travel and related expenses.
new2025 DIRECTOR COMPENSATION TABLE
newNameFees Earnedor Paid in Cash($)(1)Stock Awards($)(2)Total($)Pamela Daley162,733 248,930 411,663 William E.
newFord145,224 248,930 394,154 Gregory J.
newFleming(3)82,500 251,656 334,156 Fabrizio Freda114,653 248,930 363,583 Murry S.
newGerber215,000 248,930 463,930 Margaret “Peggy” L.
newJohnson139,921 248,930 388,851 Cheryl D.
newMills130,000 248,930 378,930 Kathleen Murphy(3)94,430 251,656 346,086 Amin H.
newNasser114,653 248,930 363,583 Gordon M.
newNixon145,224 248,930 394,154 Adebayo Ogunlesi(4)— — 4,038,215 Kristin C.
newPeck122,528 248,930 371,458 Charles H.
newRobbins114,653 248,930 363,583 Marco Antonio Slim Domit69,771 248,930 318,701 Hans E.
newVestberg139,942 248,930 388,872 Susan L.
newWagner155,000 248,930 403,930 Mark Wilson155,000 248,930 403,930
new(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.
newThe 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).
newThe 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.
new(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.
newGrant‑date fair values are computed in accordance with ASC 718 based on the closing price of BlackRock common stock on the grant date.
newThe 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.
changedFor a description of the completevaluation assumptions used for these oftheawards, see Note 18 to the consolidated financial statements in our 2025 2024Form 10-K.
newAs 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.
new(3)Mr. Fleming and Ms. Murphy each received an initial equity grant of 256 deferred stock units.
newGrant-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.
changedFor a description of the completevaluation assumptions used for these oftheawards, see Note 18 to the consolidated financial statements in our 2025 2024Form 10-K.
new(4)Mr. Ogunlesi is an employee (but not an executive officer) of BlackRock.
newThe 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.
newHe is also eligible to make co-investments in certain GIP funds.

Removed from 2025

GoldsteinChief Operating Officer Martin S.
Richard KushelGlobal Head of the Portfolio Management Group
IntroductionShareholder Engagement on Executive Compensation572024 Say-on-Pay Response57BlackRock Shareholder Value Framework592024 Financial Performance60Our Compensation Framework61NEO Total Annual Compensation Summary62Pay-for-Performance Compensation Structure for NEOs63Historical Outcomes – CEO and Other NEO Compensation Growth vs. BlackRock’s Financial Growth64 2.
Our Compensation ProgramCompensation Program Objectives65Total Annual Compensation Elements65BlackRock Performance Incentive Plan (BPIP)67CEO Carry Incentive69Performance-Based Stock Options703.
Compensation Determination Process2024 Compensation Timeline and Process71Role of the Compensation Consultant71Competitive Pay Positioning – Market Data73 4.
2024 NEO Compensation and Performance SummariesLinking Pay and Performance74 5.
Compensation Policies and PracticesSummary of Executive Compensation Practices89 6.
Executive Compensation TablesTabular Disclosure for 202494CEO Pay Ratio for 2024102Pay Versus Performance103Equity Compensation Plan Information107
2025 PROXY STATEMENT
1.
BlackRock considers shareholder engagement to be a top priority as we value feedback related to our compensation program.
This was a significant decline relative to the 93% support we received on average in the prior ten years despite using a consistent executive compensation program during that time.
We expanded and refocused our 2024 shareholder engagement in response, including soliciting feedback from stewardship officers and investors at our 50 largest shareholders (representing approximately 65% of our shares outstanding) and holding more than 30 engagements (representing approximately one third of shares outstanding).
These conversations, a number of which our MDCC Chair, William Ford, participated in, helped inform the MDCC’s ongoing oversight of and decision-making within BlackRock’s compensation approach for executive officers in 2024.
Historical BlackRock Say-on-Pay Results90%Ten YearAverageSay-on-PaySupport2015201620172018201920202021202220232024
2024 Say-on-Pay Response
During our shareholder outreach in 2024, we conducted conversations with an increased focus on executive pay.
Overall, our shareholders provided favorable feedback on our executive compensation program in these conversations, which allowed for open dialogue regarding our differentiated business position, our strategic focus and how we align strategy and the structure of our compensation program.
Summarized in the table below are the few areas of feedback illuminated by these discussions.
We take the shareholder insights and preferences from engagement meetings very seriously, and we will continue to seek such feedback for consideration in our compensation decisions going forward.
2025 PROXY STATEMENT57
What We HeardWhat We DidOpportunity in CD&A to more clearly describe the MDCC’s NEO performance assessment approach and decisions Shareholders expressed comfort with the manner in which the MDCC uses discretion but would welcome further clarity into the key performance outcomes and expectations the MDCC attributed relatively more weight to in making NEO pay determinations.Enhanced the 2024 year-end NEO pay determination process and disclosure (see “Additional Insight into 2024 NEO Pay Determinations” on page 74)•Established three strategy-aligned financial priorities to better guide the MDCC’s monitoring and evaluation of financial performance throughout the year and clarify the impact of key performance outcomes •Identified performance objectives and results that received significant weight in the MDCC’s NEO assessments and how these results compared to the MDCC’s expectations Some shareholders disfavor one-time awards such as our 2023 Leadership Stock Option Awards (the “2023 Option Awards”)While shareholders appreciated the at-risk and performance-based design of the 2023 Option Awards, our context for granting the awards and that the CEO and President did not receive the awards, some disfavor such awards for NEOs unless conditioned on goals or sustained outperformance that they perceive to be particularly challenging.
•Did not grant any one-time awards in 2024Shareholders value the opportunity to provide proactive compensation feedback Shareholders continued to appreciate our ongoing outreach efforts, though some shared a preference for more proactive discussions around potential compensation updates (such as the 2023 one-time option awards) prior to the MDCC’s approval.•Expanded shareholder outreach in 2024 resulting in more than 30 engagements, most of which included an intentional focus toward feedback on the executive pay program •Proactively engaged shareholders to discuss the context for a private markets-driven CEO long-term incentive; shareholder feedback was considered in the development and approval of the new CEO Carry IncentiveComfort with executive pay approach given track record of pay-for-performance alignmentShareholders ultimately look for a pay program that is effective for the business and results in pay outcomes that are aligned to long-term performance.
Many expressed that they recognized these qualities in BlackRock’s program, citing outcomes relating to the Company’s financial growth and Total Shareholder Return (as defined on page 77 below) that have meaningfully outpaced NEO pay growth over time.Shareholders generally did not cite concerns related to NEO pay quantum or the MDCC’s use of discretion within the program.Maintained core principles of our executive compensation program designed to align pay with performance•Rewarded NEOs with competitive annual pay growth outcomes aligned to the year’s robust performance results that significantly exceeded the MDCC’s expectations •Continued to consider multi-year pay and performance in NEO pay determination processes and deliver annual pay primarily through long-term performance incentivesSignificant support for pay delivered through performance based long-term incentives (e.g. BPIP)Shareholders continue to recognize BPIP as a best-in-class equity incentive given its alignment to BlackRock’s value creation strategy, with payouts tied to long-term quantitative performance criteria that are determined and disclosed upfront.Shareholders were open to the prospect of a new, annually-determined CEO long-term incentive award tied to our private markets growth strategy with a preference for following principles similar to BPIP.•Continued to use BPIP (with forward-looking targets and actual results disclosed) as the largest component of NEO pay (nearly 50% of NEOs’ Total Incentives, on average) even as the program vested at just 43% of target in January 2025 and 73% of target in January 2024•Introduced annually-determined CEO Carry Incentive, the future value of which is 100% at-risk and tied to growth in key private markets funds, which are drivers of long-term financial and shareholder value creation (see “CEO Carry Incentive” on pages 69-70)
2025 PROXY STATEMENT
While our financial results can be affected by global capital market conditions that are beyond our control, management has the ability to influence key drivers of shareholder value.
Deliver shareholder valuethrough performance, clientfocus, and analytics.Organic Growth + Operating Leverage + Capital Management = Long-Term Value Creation
BlackRock’s commitment to delivering shareholder value is aligned with the way we manage our business.
2025 PROXY STATEMENT59
2024 Financial Performance(1)
BlackRock delivered strong performance across our entire platform, and executed on significant strategic inorganic plans with the closing of the GIP transaction, and the announced acquisitions of HPS and Preqin.
At the same time, we made disciplined investments in the business and expanded our as-adjusted operating margin by 280 basis points.
Differentiated Organic GrowthBlackRock generated 6% organic asset growth and 4% organic base fee growth in 2024.
•Total net inflows of $641 billion, positive across active and index and major regions, represented organic asset growth of 6%, compared to Traditional Peers(2) who saw, on average, 1% organic asset decay; •Technology services revenue grew 8% and annual contract value increased 12% in 2024, as clients increasingly partnered with BlackRock for integrated risk analytics and whole portfolio investment capabilities; and •Total revenue was up 14% from 2023 to $20.4 billion.
Operating LeverageBlackRock expanded its 2024 operating margin, as adjusted, by 280 basis points to 44.5%.•Operating income, as adjusted, of $8.1 billion was up 23% from 2023; and•Our 2024 operating margin, as adjusted, reflected higher revenue from organic base fee growth, performance fees and market beta.
We made disciplined investments for profitable growth, delivering margin expansion as our AUM grew to nearly $11.6 trillion.
2024 OrganicAsset GrowthRevenue($ billions) BlackRockOperating Income($ billions)(as adjusted)BlackRockOperating Margin(as adjusted)
Consistent Capital ReturnBlackRock returned $4.7 billion to shareholders in 2024.•Annual dividend of $20.40 per share reflected an increase of 2% from $20.00 in 2023; •$1.6 billion of shares were repurchased during 2024; and •We executed on significant strategic M&A in primarily stock-based transactions, which aligned our shareholders’ interests with the leadership of those businesses as significant owners of BlackRock stock.Earnings Per ShareBlackRock grew diluted earnings per share, as adjusted, by 15% to $43.61 in 2024.
2025 PROXY STATEMENT
Our Compensation Framework
Our total annual compensation program for NEOs includes base salary and Total Incentive Awards (annual cash Bonus, deferred equity Bonus, BPIP award, and for the CEO, Carry Incentive).
Each category is assigned a weighting factor, with 50% of the award opportunity dependent on BlackRock’s achievement of financial performance goals, 25% dependent on BlackRock’s progress towards meeting our strategic objectives as measured by our business strength, and 25% dependent on BlackRock’s progress towards meeting its organizational priorities.
At the beginning of the year, the MDCC and management engage in a rigorous review and approval of objectives for the CEO, President and other NEOs.
The objectives reinforce BlackRock’s shareholder value framework and commitment to serving client needs holistically and through market cycles.
Throughout the year, the MDCC receives updates on the Company’s performance against these goals and objectives.
At the end of the year, the MDCC assesses the quality of each NEO’s performance against these objectives, while considering internal performance measures, multi-year time horizons, and relative peer group comparisons.
The MDCC’s performance assessment directly impacts each NEO’s Total Incentive Award, which includes all variable pay including annual cash Bonus, deferred equity Bonus and BPIP award.
Based on the MDCC’s performance assessment, Total Incentive Awards can range from 0% to a maximum of 135% of the prior year’s Total Incentive pay.
The framework’s maximum had not been reviewed since first established in 2018, and the MDCC determined to increase the maximum to 135% for 2024 and future years so as to be able to reward our NEOs for extraordinary firm and individual performance outcomes and provide competitive flexibility in year-end pay outcomes.
Once the Total Incentive Award is determined, the MDCC determines the appropriate mix between the annual bonus (cash and deferred equity) and the BPIP award.
For all NEOs, more than half of their Total Incentive Award is delivered through equity.
Additionally, for Messrs.
Fink and Kapito, ~70% of their equity awards are contingent on future financial performance through grants under our BPIP, where Organic Revenue Growth and sustained Operating Margin, as adjusted, determine the number of RSUs ultimately earned.
Each NEO, through their various roles and responsibilities, contributes to the firmwide objectives summarized below.
Specific objectives, each supported by key performance indicators (“KPIs”) reviewed by the MDCC each year, are categorized for each performance measure of our framework.
The MDCC utilizes these measures, objectives and KPIs to help assess the quality of NEO performance annually.
The MDCC evaluates our NEOs annually but also considers relative and multi-year results; BlackRock’s short-term results vs. start-of-year expectations are subject to volatility from broader market forces outside of management’s control, and accordingly, the MDCC’s holistic performance assessment process is designed to more effectively measure the quality of NEO performance in order to meet the objectives of the executive compensation program and maintain long-term pay-for-performance alignment.
2025 PROXY STATEMENT61
Total Incentive Award Performance Metrics
(2)2024 Total Incentive compensation is calculated using 2023 Total Incentive outcome multiplied by applicable performance incentive percentage.
NameBaseSalary2024 Total Incentive AwardTotal AnnualCompensation(TAC)% changein TACvs.
2023PerformanceAssessmentAnnual Cash BonusDeferred Equity BonusBPIPLaurence D.
Fink(1)$1,500,000 $10,567,500 $7,500,000 $17,100,000 $36,667,500 33 %Far ExceedsRobert S.
Kapito$1,250,000 $6,700,000 $4,800,000 $12,300,000 $25,050,000 24 %Far ExceedsRobert L.
Goldstein$750,000 $4,023,000 $3,597,000 $6,150,000 $14,520,000 20 %Far ExceedsMartin S.
Small(2)$750,000 $3,375,000 $2,625,000 $5,250,000 $12,000,000 50 %Far ExceedsJ.
Richard Kushel$750,000 $3,175,000 $2,325,000 $4,500,000 $10,750,000 18 %Far Exceeds
2025 PROXY STATEMENT
(1)In addition to the compensation elements outlined above, the MDCC approved a recurring long-term incentive tied to BlackRock’s private markets growth as part of the annual total compensation for our CEO in 2024.
This long-term incentive is allocated in the form of carried interest.
(2)The MDCC considered expanded responsibilities in its year-end compensation determinations.
For Mr. Small in particular, with consideration of his expanded role and outsized contributions toward critical commercial opportunities and operational excellence as the Company’s CFO and Global Head of Strategy, the MDCC exercised discretion to reset Mr. Small’s pay upwards to $12 million following a review of his competitive pay positioning relative to market data.
CEO 2024 Total Annual Compensation Other NEOs 2024 Total Annual Compensation
(1)CEO also received Carry Incentive as part of his 2024 total annual compensation.
Carry Incentive is not shown in this chart because its fair value is not reasonably able to be estimated and provides no realizable value upon grant.
All Carry Incentive distribution from the award, if any, will be disclosed in the Summary Compensation Table in the proxy statement the year it is earned.
The Stock Plan allows for multiple types of awards to be granted.
2025 PROXY STATEMENT63
Historical Outcomes – CEO and Other NEO Compensation Growth vs. BlackRock’s Financial Growth
This is demonstrated by the 3% annualized growth in CEO Total Annual Compensation and 3% annualized growth in average non-CEO NEO Total Annual Compensation since 2014, during which time BlackRock’s Revenue, Operating Income, as adjusted, EPS, as adjusted, and Assets Under Management (AUM) have grown 6-10% per year.

More changes truncated for legibility. Open the filings on SEC for full prose.

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