Election of Directors & Corporate Governance

Election of Directors & Corporate Governance

Director Nominees

Our Board has nominated 19 directors for election at this year’s Annual Meeting on the recommendation of our Nominating and Governance Committee (the “Governance Committee”). If elected, each such director will serve until the annual meeting of stockholders in 2017, or, in each case, until succeeded by another qualified director who has been elected or until his or her death, resignation or retirement.

All of the nominees are currently directors of the Board and have agreed to be named in this Proxy Statement and to serve if elected. If all 19 nominees are elected, BlackRock’s Board of Directors will consist of 19 directors, 16 of whom, representing approximately 85% of the Board, will be “independent” as defined in the NYSE listing standards.

Implementation and Stockholder Agreement with the PNC Financial Services Group, Inc.

BlackRock’s implementation and stockholder agreement with The PNC Financial Services Group, Inc. (“PNC”) (the “PNC Stockholder Agreement”) provides, subject to the waiver provisions of the agreement, that BlackRock will use its best efforts to cause the election at each annual meeting of stockholders such that the Board of Directors will consist of no more than 19 directors, not less than two nor more than four directors who will be members of BlackRock management, two directors who will be designated by PNC and the remaining directors being independent for purposes of the rules of the NYSE and not designated by or on behalf of PNC or any of its affiliates. PNC has designated one member of the Board of Directors, William S. Demchak, Chairman, President and Chief Executive Officer of PNC. PNC has notified BlackRock that for the time being it will not designate a second director to the Board of Directors, although it retains the right to do so at any time in accordance with the PNC Stockholder Agreement. PNC has additionally been permitted to invite an observer to attend meetings of the Board of Directors as a non-voting guest. The PNC observer is Gregory B. Jordan, the General Counsel and Head of Regulatory and Governmental Affairs of PNC. Laurence D. Fink and Robert S. Kapito are members of BlackRock’s management team and are currently members of the Board. For additional detail on the PNC Stockholder Agreement, please see “—Certain Relationships and Related Transactions – Stockholder Agreement with PNC” on page 61.

Majority Vote Standard for Election of Directors

BlackRock’s Amended and Restated Bylaws require directors to be elected by a majority of the votes cast with respect to each director in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standards for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not is determined as of a date that is seven days in advance of when we file our definitive Proxy Statement with the SEC.

Director Resignation Policy

Under our Director Resignation Policy, any incumbent director who fails to receive a majority of votes cast must tender his or her resignation to the Board. In that situation, the Governance Committee would make a recommendation to the Board of Directors about whether to accept or reject the resignation or whether to take other action. The Board of Directors will act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or her resignation under the Director Resignation Policy will not participate in the Board of Directors’ decision.

Director Nomination Process

The Governance Committee of the Board oversees the director nomination process. As specified in its charter, the Governance Committee leads the Board’s annual review of Board performance, reviews and recommends to the Board the Company’s Corporate Governance Guidelines, which include the minimum criteria for membership on the Board. The Governance Committee also assists the Board in identifying individuals qualified to become Board members and recommends to the Board a slate of candidates, which may include both incumbent and new director nominees, to submit for election at each annual meeting of stockholders. The Governance Committee may also recommend that the Board elect new members to the Board who will serve until the next annual meeting of stockholders.

Identifying and Evaluating Candidates for Director

The Governance Committee seeks advice and names of potential director candidates from current directors and executive officers when identifying and evaluating new candidates for director. The Governance Committee also may engage third-party firms that specialize in identifying director candidates to assist in a search. Stockholders who wish to recommend a candidate for election to the Board may submit director recommendations to the Governance Committee or to stockholders at the annual meeting. For information on the requirements governing stockholder nominations for the election of directors, please see “Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders” on page 74.

Once a person has been identified by the Governance Committee as a potential director candidate, the Governance Committee collects and reviews publicly available information regarding the candidate to assess whether the candidate should be considered further. If the Governance Committee determines that the candidate warrants further consideration, the Chairperson or a person designated by the Governance Committee will contact the candidate. If the candidate expresses a willingness to be considered and to serve on the Board of Directors, the Governance Committee typically requests information from the candidate and reviews the candidate’s accomplishments and qualifications against the criteria set forth below. The Governance Committee’s evaluation process does not vary based on whether a candidate is recommended by a stockholder, although the Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Criteria for Board Membership

Director Qualifications and Attributes

The Governance Committee and the Board of Directors take into consideration a number of factors and criteria in reviewing candidates for nomination to the Board. As indicated in BlackRock’s Corporate Governance Guidelines, the Board of Directors believes that at a minimum a person must demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board of Directors’ oversight of the business and affairs of BlackRock and that a person has an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities.

In addition, nominees for director are selected on the basis of, among other things, experience, diversity, knowledge, skills, expertise, an ability to make independent analytical inquiries, understanding of BlackRock’s business environment and willingness to devote adequate time and effort to the responsibilities of the Board of Directors.

Consideration of Diversity and Experience

Although the Board of Directors has not set specific goals with respect to diversity, it believes a diverse mix of knowledge, experience, skills, backgrounds and viewpoints enhances the Board’s capabilities. In reviewing candidates, the Governance Committee takes into consideration a candidate’s professional background, gender, race, national origin and age. The Board addresses whether it has achieved an appropriate level of diversity as part of its consideration of the Board’s composition in its annual self-evaluation process and the Governance Committee periodically reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skill sets, experience, backgrounds and qualifications that are relevant to the Company’s current and future global strategy, business and governance.

In addition to the personal qualities and attributes described above, the Board looks for individuals who have demonstrated expertise and have global experience in the following disciplines: financial services, capital markets, public company governance, business operations, government regulation, public policy, and risk management. The Board also seeks candidates who have significant leadership experience, including current and former chief executive officers, who can share their perspective and practical experience on developing and implementing business strategies, setting appropriate executive compensation, and managing talent.

Consideration of Board Tenure

To ensure the Board of Directors has an appropriate balance of experience, continuity and fresh perspective, the Board takes into consideration tenure diversity when reviewing nominees. As of March 1, 2016, the average tenure of BlackRock’s directors was approximately 8.2 years (the average tenure for independent directors was 6.1 years). The Board believes that the current Board represents an effective mix of long-, medium- and short-tenured directors. Three non-management directors have served 15 years or more and bring a wealth of experience and knowledge concerning BlackRock, while six directors were added to the Board over the past four years and bring fresh perspectives to Board deliberations. The Board of Directors believes the current mix of tenures provides for a highly effective and well-functioning Board.

Compliance with Regulatory and Independence Requirements 

In addition to the criteria described above, the Governance Committee takes into consideration regulatory requirements, including competitive restrictions and financial institution interlocks, and independence requirements under the NYSE listing standards and our Corporate Governance Guidelines in its review of candidates for the Board and Board Committees. The Governance Committee also considers a candidate’s current and past positions held, including past and present board and committee membership, as part of its evaluation.

Service on Other Public Company Boards

Each of BlackRock’s directors must have the time and ability to make a constructive contribution to the Board, as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interests of the Company’s stockholders. BlackRock’s Chief Executive Officer does not serve on the board of directors of any other public company, and none of our current directors serve on more than three public company boards, including BlackRock’s Board.

Board of Directors Recommendation

For this year’s election, the Board has nominated 19 candidates, all of whom are current directors of the Board, that it believes provide the Company with the combined depth and breadth of skills, experience and qualities needed to contribute to an effective and well-functioning Board. The composition of the current Board reflects a diverse range of skills, qualifications and professional experience that is relevant to BlackRock’s global strategy, business and governance.

The following biographical information regarding each director nominee highlights the particular experience, qualifications, attributes or skills possessed by each director nominee that led the Board of Directors to determine that such person should serve as director. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board of Directors chooses to reduce the number of directors serving on the Board of Directors.

All director nominee biographical information is as of March 1, 2016.

The Board of Directors recommends stockholders vote “FOR” the election of each of the following 19 director nominees.

Director Biographies

  • Abdlatif Yousef Al-Hamad

  • Mathis Cabiallavetta

  • Pamela Daley

  • William S. Demchak

  • Jessica P. Einhorn

  • Laurence D. Fink

  • Fabrizio Freda

  • Murry S. Gerber

  • James Grosfeld

  • Robert S. Kapito

  • David H. Komansky

  • Sir Deryck Maughan

  • Cheryl D. Mills

  • Gordon M. Nixon

  • Thomas H. O'Brien

  • Ivan G. Seidenberg

  • Marco Antonio Slim Domit

  • John S. Varley

  • Susan L. Wagner

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  1. Gender
  2. More Diversity

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  • 0-2

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  • 6-10

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  • 15+

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Independent ()
Non-Independent ()

View by Committee:

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  • Audit


    Number of meetings: 14
    Chair: Murry S. Gerber

    Audit Committee Financial Expert

    - Mathis Cabiallavetta

    - Pamela Daley

    - Murry S. Gerber

    - Thomas H. O'Brien

    - Ivan G. Seidenberg

    - Marco Antonio Slim Domit

    - John S. Varley

    • Mathis Cabiallavetta
    • Pamela Daley
    • Murry S. Gerber
    • Ivan G. Seidenberg
    • Thomas H. O'Brien
    • Marco Antonio Slim Domit
    • John S. Varley
  • Management Development and Compensation


    Number of meetings: 9
    Chair: David H. Komansky

    • David H. Komansky
    • Cheryl D. Mills
    • Sir Deryck Maughan
    • Murry S. Gerber
    • James Grosfeld
    • Gordon M. Nixon
  • Nominating and Governance


    Number of meetings: 6
    Chair: Thomas H. O'Brien

    • Thomas H. O'Brien
    • Ivan G. Seidenberg
    • James Grosfeld
    • Fabrizio Freda
    • Abdlatif Yousef Al-Hamad
    • Mathis Cabiallavetta
  • Risk


    Number of meetings: 6
    Chair: Sir Deryck Maughan

    • Sir Deryck Maughan
    • Susan L. Wagner
    • William S. Demchak
    • Murry S. Gerber
    • Mathis Cabiallavetta
    • Jessica P. Einhorn
    • Abdlatif Yousef Al-Hamad
    • Gordon M. Nixon
  • Executive


    Number of meetings: 0
    Chair: Laurence D. Fink

    • Laurence D. Fink
    • William S. Demchak
    • Thomas H. O'Brien
    • Sir Deryck Maughan
    • Murry S. Gerber
    • David H. Komansky

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  • Chairman and Chief Executive Officer


    Laurence D. Fink
    • Laurence D. Fink
  • President


    Robert S. Kapito
    • Robert S. Kapito
  • Lead Independent Director


    Thomas H. O'Brien
    • Thomas H. O'Brien
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Abdlatif Yousef Al-Hamad

Director General and Chairman of the Board of Directors, Arab Fund for Economic and Social Development


Age: 78
Director since: 2009
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Mr. Al-Hamad has served as Director General and Chairman of the Board of Directors of the Arab Fund for Economic and Social Development since 1985. He was the Minister of Finance and Planning of Kuwait from 1981 to 1983 and prior to that served for 18 years as the Director General of the Kuwait Fund for Arab Economic Development. He is also a member of the Board of the Kuwait Investment Authority. Mr. Al-Hamad chaired the Development Committee Task Force on Multilateral Development Banks and has served on the International Advisory Boards of Morgan Stanley, Marsh & McLennan Companies, Inc., American International Group, Inc. and the National Bank of Kuwait.

Mr. Al-Hamad’s extensive experience in the strategically important Middle East region and his expertise in international finance, economic policy and government relations provide the Board with an experienced outlook on international business strategy and global capital markets.

 

Mathis Cabiallavetta

Director, Swiss Re Ltd.


Age: 71
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards: Swiss Re Ltd. (2008 – present) (Vice Chairman from 2009 – April 2015)
Qualifications:

Experience and Qualifications

Mr. Cabiallavetta has served as a member of the Board of Directors of Swiss Re Ltd. since 2008 and as the Vice Chairman of its Board between 2009 and 2015. Mr. Cabiallavetta retired as Vice Chairman, Office of the Chief Executive Officer of Marsh & McLennan Companies, Inc. and as Chairman of Marsh & McLennan Companies International in 2008. Prior to joining Marsh & McLennan Companies, Inc. in 1999, Mr. Cabiallavetta was Chairman of the Board of Directors of Union Bank of Switzerland (UBS A.G.).

As a former leader of Swiss Re Ltd. and Marsh & McLennan Companies, Inc. as well as Union Bank of Switzerland (UBS A.G.), Mr. Cabiallavetta brings executive experience from these large and complex multinational businesses and provides substantial expertise in global capital markets to the Board of Directors and unique insight and perspective to its oversight of the Company’s global operations and risk management.

Other Public Company Directorships (within the past 5 years)

  • Philip Morris International Inc. (2002-2014)

Pamela Daley

Retired Senior Advisor to the Chairman, General Electric Company


Age: 63
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Ms. Daley retired from General Electric Company (“GE”) in January 2014 and served as a Senior Advisor to its Chairman from April 2013 to January 2014. Prior to this role, Ms. Daley served as Senior Vice President of GE’s 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. Ms. Daley joined GE in 1989 as Tax Counsel. Previously, Ms. Daley was a Partner of Morgan, Lewis & Bockius, where she specialized in domestic and cross-border tax-oriented financings and commercial transactions. Ms. Daley served on the board of BG Group, an international gas and oil company traded on the London Stock Exchange until February 15, 2016, when BG Group was acquired by Royal Dutch Shell.

With over 35 years of transactional experience and more than 20 years as an executive with 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, transactions, business development and strategy.

Other Public Company Directorships (within the past 5 years)

  • BG Group (2014 – February 2016)

 

William S. Demchak

Chairman, President and Chief Executive Officer, PNC


Age: 53
Director since: 2003
Independent: No
Board Committees:
Other Public Boards: PNC (2013 – present) (Chairman from April 2014 – present)
Qualifications:

Experience and Qualifications

Mr. Demchak has served as Chairman of the Board of Directors of PNC since April 2014, as Chief Executive Officer since April 2013 and as President since April 2012. Prior to that, Mr. Demchak held a number of supervisory positions at PNC, including Senior Vice Chairman, Head of Corporate and Institutional Banking and Chief Financial Officer. Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for J.P. Morgan Chase & Co. and additionally held key leadership roles at J.P. Morgan prior to its merger with Chase Manhattan Corporation in 2000.

As the Chairman, President and Chief Executive Officer of PNC, a large, national diversified financial services company providing traditional banking and asset management services, Mr. Demchak brings substantial expertise in financial services, risk management and corporate governance to bear as a member of the Board. Mr. Demchak was designated to serve on the Board by PNC pursuant to the implementation and stockholder agreement between PNC and BlackRock.

 

Jessica P. Einhorn

Retired Dean of the Paul H. Nitze School of Advanced International Studies at The Johns Hopkins University


Age: 68
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Time Warner, Inc. (2005 - present)
Qualifications:

Experience and Qualifications

Ms. Einhorn served as Dean of the Paul H. Nitze School of Advanced International Studies at The Johns Hopkins University from 2002 until June 2012. Prior to becoming Dean, she was a consultant at Clark & Weinstock, a strategic consulting firm. She spent nearly 20 years at the World Bank, concluding as Managing Director in 1998. Between 1998 and 1999, Ms. Einhorn was a Visiting Fellow at the International Monetary Fund. Prior to joining the World Bank in 1978, she held positions at the U.S. Treasury, the U.S. State Department and the International Development Cooperation Agency of the United States. Ms. Einhorn currently serves as a Director of both the Peterson Institute for International Economics and the National Bureau of Economic Research. As of July 2012, Ms. Einhorn is resident at The Rock Creek Group in Washington, D.C., where she is a longstanding member of The Rock Creek Group Advisory Board.

Ms. Einhorn’s leadership experience in academia and at the World Bank, and experience in the U.S. government and at the International Monetary Fund, provides the Board of Directors with a unique perspective and in-depth understanding on issues concerning international finance, economics and public policy. Through her service with other public companies, Ms. Einhorn also has developed expertise in corporate governance and risk oversight.

 

Laurence D. Fink

Chairman and Chief Executive Officer, BlackRock


Age: 63
Director since: 1998
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Mr. Fink has been Chairman and Chief Executive Officer of BlackRock since 1988. Mr. Fink also leads BlackRock’s Global Executive Committee and is a trustee of one of BlackRock’s open-end fund complexes.

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 businesses, operations and strategy. His extensive and specific knowledge of the Company 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.

 

Fabrizio Freda

President and Chief Executive Officer, Estée Lauder Companies Inc.


Age: 58
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: The Estée Lauder Companies Inc. (2009 - present)
Qualifications:

Experience and Qualifications

Mr. Freda has served as President and Chief Executive Officer of The Estée Lauder Companies Inc. (“Estée Lauder”) since July 2009, and is also a member of its Board of Directors. Mr. Freda previously served as Estée Lauder’s President and Chief Operating Officer from 2008 to July 2009. Estée Lauder is a global leader in beauty with more than 25 brands and over 40,000 employees worldwide. 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’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 Company with unique perspectives on its own marketing, strategy and innovation initiatives.

 

Murry S. Gerber

Retired Executive Chairman of EQT Corporation


Age: 63
Director since: 2000
Independent: Yes
Board Committees:
Other Public Boards: U.S. Steel Corporation (2012 - present); Halliburton Company (2012 - present)
Qualifications:

Experience and Qualifications

Mr. Gerber has served as a member of the Boards of Directors of U.S. Steel Corporation since July 2012 and Halliburton Company since January 2012. Previously, Mr. Gerber served as Executive Chairman of EQT Corporation, an integrated energy production company, from 2010 until May 2011, as Chairman and Chief Executive Officer of EQT Corporation from 2007 to 2010, as Chairman, Chief Executive Officer and President of EQT Corporation from 2000 to 2007 and as Chief Executive Officer and President of EQT Corporation from 1998 to 2000.

As a former leader of a large, publicly traded energy production company and as a current or former member of the board of directors of three large, publicly traded companies, Mr. Gerber brings to the Board of Directors extensive expertise and insight into corporate operations, management and governance matters, as well as expert knowledge of the energy sector.

Other Public Company Directorships (within the past 5 years)

  • EQT Corporation (1998-2012) (Chairman from 2000 – 2010 and Executive Chairman from 2010 – 2011)

James Grosfeld

Former Chairman of the Board and Chief Executive Officer, Pulte Homes, Inc.


Age: 78
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards: PulteGroup, Inc. (2015 - present)
Qualifications:

Experience and Qualifications

Mr. Grosfeld was formerly Chairman of the Board and Chief Executive Officer of Pulte Homes, Inc. (renamed PulteGroup, Inc. in 2010), a home builder and mortgage banking and financing company, from 1974 to 1990 and rejoined the Board of the company in 2015 as an independent director. Mr. Grosfeld served as a trustee of Lexington Realty Trust from 2003 to 2015.

As the former Chairman and Chief Executive Officer of Pulte Homes, Inc., the nation’s largest homebuilder, Mr. Grosfeld provides the Board of Directors with practical management and leadership insight on public company governance as well as expertise in financial services and real estate matters.

Other Public Company Directorships (within the past 5 years)

  • Lexington Realty Trust (2003 – December 2015)

 

Robert S. Kapito

President, BlackRock


Age: 59
Director since: 2006
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Mr. Kapito has been President of BlackRock since 2007. Mr. Kapito is also a member of the Global Executive Committee of BlackRock. Prior to 2007, Mr. Kapito served as Vice Chairman of BlackRock and Head of its Portfolio Management Group since 1988.

As one of the founding principals of the Company, Mr. Kapito has served as an executive leader of BlackRock since 1988. He brings to the Board of Directors 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 the Company’s day-to-day operations.

 

 

David H. Komansky

Retired Chairman and CEO, Merrill Lynch


Age: 76
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Mr. Komansky retired as Chairman of the Board of Merrill Lynch in 2003. Mr. Komansky became Chairman of the Board of Merrill Lynch in 1997, served as a director and Chief Executive Officer of Merrill Lynch from 1996 to 2002 and as a director, President and Chief Operating Officer of Merrill Lynch from 1995 to 1996. Previously, Mr. Komansky served as a director of WPP Group plc from 2003 to 2009.

Mr. Komansky’s chief executive experience at Merrill Lynch and his financial and management expertise provides the Board of Directors with a valuable perspective and leadership insights on a wide range of corporate governance and management matters unique to complex financial organizations.

 

Sir Deryck Maughan

Former Senior Advisor, Kohlberg Kravis Roberts & Co. L.P.


Age: 68
Director since: 2006
Independent: Yes
Board Committees:
Other Public Boards: GlaxoSmithKline plc (2004 - present)
Qualifications:

Experience and Qualifications

Sir Deryck served as a Senior Advisor of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) from January 2013 until December 2014. Previously, he was a Partner and Head of the Financial Institutions Group of KKR since 2009 and Managing Director since 2005. He was Chairman of KKR Asia from 2005 to 2009. Prior to joining KKR, Sir Deryck served as Vice Chairman of Citigroup from 1998 to 2004, as Chairman and Chief Executive Officer of Salomon Brothers from 1992 to 1997 and as Chairman and Chief Executive Officer of Salomon Brothers Asia from 1986 to 1991. He also was Vice Chairman of the U.S.-Japan Business Council from 2002 to 2004. Prior to joining Salomon Brothers in 1983, Sir Deryck worked at Goldman Sachs. He served in H.M. Treasury (UK Economics and Finance Ministry) from 1969 to 1979. He has also served as a Director of GlaxoSmithKline plc since 2004 and Thomson Reuters from 2008 to 2014.

Sir Deryck’s internationally focused leadership positions at KKR, a global leader in private equity, fixed income and capital markets, and at Citigroup and Salomon Brothers provide the Board of Directors with a valuable perspective on international finance and global capital markets and extensive experience in assessing value, strategy and risks related to various business models.

Other Public Company Directorships (within the past 5 years)

  • Thomson Reuters (2008-2014)

Cheryl D. Mills

Founder and Chief Executive Officer, BlackIvy Group


Age: 51
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group, an investment company that grows and builds businesses in Sub-Saharan Africa. Formerly, she served as Chief of Staff to Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations and as General Counsel. She also served as Secretary of the University’s Board of Trustees. From 1999 to 2001, Ms. Mills was Senior Vice President for Corporate Policy and Public Programming at Oxygen Media. Prior to joining Oxygen Media, Ms. Mills served as Deputy Counsel to President Clinton and as the White House Associate Counsel. She began her career as an Associate at the Washington, D.C. law firm of Hogan & Hartson. 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.

Ms. Mills brings to the Board of Directors a range of leadership experiences from government and academia and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance.

 

Gordon M. Nixon

Retired President and Chief Executive Officer, Royal Bank of Canada; Member of the Order of Canada, Order of Ontario


Age: 59
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: BCE, Inc. (2014 - present); George Weston Limited (2014 - present)
Qualifications:

Experience and Qualifications

Mr. Nixon was President, Chief Executive Officer and a Director of Royal Bank of Canada from 2001 to 2014. He first joined RBC Dominion Securities Inc. in 1979, where he held a number of operating positions and served as Chief Executive Officer from December 1999 to April 2001. He currently serves as a Director of BCE, Inc. and will be nominated as Chairman upon his re-election to the Board in April 2016. He is also a Director of George Weston Limited and is on the advisory board of Kingsett Capital.

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 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 and corporate governance matters.

Thomas H. O'Brien

Retired Chief Executive Officer, PNC


Age: 79
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience and Qualifications

Mr. O’Brien retired as Chief Executive Officer of PNC in 2000, after 15 years in that position, and retired as Chairman of PNC in 2001, after 13 years in that position. Mr. O’Brien previously served as a Director of Verizon Communications, Inc. from 1987 to 2011.

As a former leader of PNC, one of the largest diversified financial services companies in the United States, Mr. O’Brien has valuable insights on corporate governance and the U.S. financial and banking sectors to share with the Board of Directors and the Company, particularly in his role as lead independent director.

The Board of Directors has selected Mr. O’Brien to serve as the lead independent director.

Other Public Company Directorships (within the last 5 years)

  • Verizon Communications, Inc. (1987 – 2011)

Ivan G. Seidenberg

Retired Chairman and CEO, Verizon Communications, Inc.


Age: 69
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Boston Properties, Inc. (2014 - present)
Qualifications:

Experience and Qualifications

Mr. Seidenberg retired as the Chairman of the Board of Verizon Communications, Inc. in December 2011 and previously served as its Chief Executive Officer from 2002 to 2011. Prior to the creation of Verizon Communications, Inc., Mr. Seidenberg was the Chairman and Chief Executive Officer of Bell Atlantic and NYNEX Corp. Mr. Seidenberg has been an Advisory Partner of Perella Weinberg Partners, a global independent advisory and asset management firm, since June 2012 and a member of the Board of Directors of Boston Properties, Inc. since May 2014. Mr. Seidenberg also previously served on the boards of Honeywell International Inc. and Wyeth, LLC.

Mr. Seidenberg brings extensive executive leadership, technological and operational experience to the Board from his tenure at Verizon Communications, Inc., one of the world’s leading providers of communications services. Through his extensive experience on the boards of public companies, he has developed an in-depth understanding of business and corporate governance.

Other Public Company Directorships (within the past 5 years)

  • Verizon Communications, Inc. (2002 – 2011) (Chairman from 2004 – 2011)

Marco Antonio Slim Domit

Chairman of the Board of Directors, Grupo Financiero Inbursa


Age: 47
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Grupo Financiero Inbursa (Chairman from 1997 - present); Impulsora del Desarrollo y Empleo en América Latina (2012 - present) (Chairman from 2012 - present)
Qualifications:

Experience and Qualifications

Mr. Slim has been Chairman of the Board of Directors of Grupo Financiero Inbursa since 1997 and previously served as Chief Executive Officer of Grupo Financiero Inbursa from 1997 until April 2012. Mr. Slim is also Chairman of The Carlos Slim Health Institute and of Impulsora del Desarrollo y el Empleo en América Latina (IDEAL), an infrastructure company. Mr. Slim was a member of the Board of Directors of Teléfonos de México, S.A.B. de C.V. from 1995 until April 2014.

Mr. Slim’s experience at Grupo Financiero Inbursa provides the Board with knowledge and expertise in international finance, and particular insight into emerging and Latin American markets. In addition, as a member of the board of directors of several international companies that invest globally, Mr. Slim brings substantive expertise in developing new businesses in international markets, stockholder rights and business strategy and integration to the Board of Directors.

Other Public Company Directorships (within the past 5 years) 

  • Teléfonos de México, S.A.B. de C.V (1995 – 2014)

 

John S. Varley

Retired Chief Executive Officer, Barclays PLC


Age: 59
Director since: 2009
Independent: Yes
Board Committees:
Other Public Boards: Rio Tinto PLC (2011 - present)
Qualifications:

Experience and Qualifications

Mr. Varley was Chief Executive of Barclays PLC and Barclays Bank PLC (“Barclays”) from 2004 to 2010. Previously, he served as the Finance Director of Barclays from 2000 until the end of 2003. Mr. Varley joined the Barclays Executive Committee in 1996 and was appointed to the Boards of Directors of Barclays PLC and Barclays Bank PLC in 1998, positions he held until retiring in December 2010. From 1998 to 2000, Mr. Varley was the Chief Executive of Barclays’ Retail Financial Services and from 1995 to 1998 was the Chairman of its Asset Management Division. Mr. Varley has served as a member of the Board of Directors of Rio Tinto PLC since 2011. Mr. Varley also joined the Board of AstraZeneca PLC in 2006 as a Non-Executive Director, then served as the Senior Independent Director from 2012 until April 2015.

Mr. Varley brings to the Board of Directors valuable insights on asset management, risk management and international finance acquired through his leadership of Barclays, a large, complex, heavily-regulated financial services organization with global operations. Mr. Varley’s service on the board of directors and committees of several other companies gives him additional perspective on global management and corporate governance that he shares with the Board.

Other Public Company Directorships (within the past 5 years)

  • AstraZeneca PLC (2006 -2015)
  • Barclays PLC (1998-2011), Barclays Bank PLC (1998-2011)

Susan L. Wagner

Retired Vice Chairman, BlackRock


Age: 54
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Apple Inc. (2014 - present); Swiss Re Ltd. (2014 - present)
Qualifications:

Experience and Qualifications

Ms. Wagner retired as a Vice Chairman of BlackRock in July 2012. In addition to serving as Vice Chairman 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.

As one of the founding principals of BlackRock, Ms. Wagner has over 25 years of experience in various positions at the Company. Accordingly, she is able to provide the Board with valuable insight and perspective on aspects of the business, including risk management, operations and strategy, as well as a broad and deep understanding of the asset management industry.

 

 

Corporate Governance

Governance Practices and Guidelines

We believe good corporate governance is essential to ensuring that the long-term interests of stockholders are best served. Our Board of Directors is committed to maintaining the highest standards of corporate governance at BlackRock. Because corporate governance practices evolve over time, our Board of Directors reviews and approves our Corporate Governance Guidelines, committee charters and other governance policies on an annual basis, if not more frequently, and updates them as necessary and appropriate.

In performing its role, our Board is guided by our Corporate Governance Guidelines in particular, which, among other things, address director responsibilities, director access to management, director orientation and continuing education, director retirement and the annual performance evaluations of the Board of Directors and Board Committees. The Board recently amended the Corporate Governance Guidelines to have the Governance Committee consider the periodic rotation of Committee members and Committee chairpersons as a means of introducing fresh perspectives and broadening and diversifying the views and experience represented on the Board’s Committees. The full text of our Corporate Governance Guidelines, Board Committee Charters, Code of Business Conduct and Ethics and other corporate governance policies are available on our website at www.blackrock.com under the headings “Our Firm / Investor Relations / Company Overview and Governance”.

Board Leadership

Combined Principal Executive Officer and Board Chairperson Positions

The Board regularly reviews and evaluates the Company’s governance structure. Mr. Fink serves as both BlackRock’s Chief Executive Officer and Chairman of the Board of Directors, which the Board of Directors has determined is the most appropriate and effective governance structure for the Company. Mr. Fink has served in this capacity since founding BlackRock in 1988 and, as such, brings over 25 years of strategic leadership experience and an unparalleled knowledge of BlackRock’s business, operations and risks to his role as Chairman of the Board.

The combined Chairman and Chief Executive Officer structure allows for robust and frequent communication between the Board and management of the Company. To further facilitate coordination with the independent directors and to ensure the exercise of independent judgment by the Board of Directors, the Board selects one of its members to serve as the lead independent director.

Lead Independent Director

The Board of Directors has appointed Thomas O’Brien to serve as the lead independent director. Mr. O’Brien is a senior member of the Board. His duties as the lead independent director include:

  • advising the Chairman on the selection of Committee chairpersons;
  • ensuring appropriate information is sent to the Board and working with the Chairman of the Board to identify agenda and other discussion items for Board meetings;
  • facilitating communication between the independent directors and the Chairman of the Board;
  • convening and leading executive sessions or special meetings of the Board’s independent directors; and
  • presiding at meetings of the Board in the absence of or at the request of the Chairman of the Board.

The lead independent director also has the authority to call additional meetings of the independent directors and is available for consultation or direct communication with major stockholders. Each of these responsibilities is set out in BlackRock’s Corporate Governance Guidelines

Executive Sessions

Executive sessions of non-management directors are held at least quarterly. “Non-management directors” include all directors who are not BlackRock officers. Currently, Messrs. Fink and Kapito are the only BlackRock officers serving on the Board of Directors. Each session is chaired by Mr. O’Brien who has been appointed by the Board of Directors as the lead independent director. Any non-management director may request that an additional executive session be scheduled. At least once a year an executive session of only those directors determined to be “independent” within the meaning of the listing standards of the NYSE is held.

Board Committees

The Board of Directors has five committees: an Audit Committee, a Management Development and Compensation Committee (“MDCC”), a Nominating and Governance Committee (the “Governance Committee”), a Risk Committee and an Executive Committee. Below is a summary of our current Committee structure and membership information.

boardcommittees

(1) Consistent with the Board’s belief that Committee Chairpersons should be rotated periodically, on March 10, 2016, the Board appointed Ms. Daley to serve as Chairperson of the Audit Committee, Mr. Gerber to serve as Chairperson of the MDCC and Mr. Seidenberg to serve as Chairperson of the Governance Committee effective as of May 24, 2016. At such time, Messrs. Gerber, Komansky and O’Brien will conclude their service as Chairpersons of the Audit Committee, MDCC and Governance Committee, respectively.
(2) On March 10, 2016, the Board appointed Sir Deryck to serve as a member of the Audit Committee and Ms. Daley to serve as a member of the Risk Committee effective as of May 24, 2016. At such time, Mr. Gerber will conclude his service as a member of the Risk Committee. As of May 24, 2016, Mr. Seidenberg and Ms. Daley will join the Executive Committee and Mr. Komansky will conclude his service on the Executive Committee.

The Board of Directors met seven times during 2015. In 2015, each nominated director attended at least 80% of the aggregate of: (i) the total number of meetings of the Board of Directors held during the period for which such director was a member of the Board of Directors and (ii) the total number of meetings held by all Committees of the Board of Directors on which such director served, if any, during the periods served by such director except Mr. Al-Hamad. In 2015, Mr. Al-Hamad attended 68% of the total number of meetings of the Board and Committees on which he served. Directors are encouraged to and do attend the annual meetings of BlackRock stockholders. 17 of the then 18 directors attended the 2015 Annual Meeting of Stockholders.

The Audit Committee

The Audit Committee’s primary responsibilities are to assist the Board with oversight of the integrity of BlackRock’s financial statements and public filings, the independent auditor’s qualifications and independence, the performance of BlackRock’s internal audit function and independent auditor and BlackRock’s compliance with legal and regulatory requirements.

In furtherance of the Audit Committee’s duties, it receives an internal audit report, an external audit update and a report on litigation, regulatory and material ethics matters. The internal audit plan for BlackRock is approved by the Audit Committee and regular reports on the progress and results of the internal audit program are provided to the Audit Committee by BlackRock’s Head of Internal Audit. The Head of Internal Audit also regularly attends Risk Committee meetings. BlackRock’s independent registered public accounting firm, Deloitte & Touche LLP, provides the regular audit update and BlackRock’s Chief Legal Officer or General Counsel provides the regular report on litigation, regulatory and material ethics matters. The Audit Committee also receives an annual report regarding compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). This financial controls report is prepared by the Head of SarbanesOxley Compliance and presented by management. Aspects of these reports are presented to the full Board at least six times per year by the Chairperson of the Risk Committee, the Chairperson of the Audit Committee or the member of management responsible for the given subject area.

The Audit Committee is also responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of Deloitte & Touche LLP. In addition to ensuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner and considers whether, in order to ensure continuing auditor independence, there should be periodic rotation of the independent registered public accounting firm. In addition, the Audit Committee is responsible for preparing the Audit Committee report as required by the SEC’s rules for inclusion in BlackRock’s annual Proxy Statement. The Audit Committee’s procedures for the pre-approval of audit and permitted non-audit services are described in “Item 3—Ratification of Appointment of Independent Registered Public Accounting Firm – Audit Committee Pre-Approval Policy.”

The Audit Committee regularly holds separate sessions with BlackRock’s management, internal auditors and independent registered public accounting firm. The Report of the Audit Committee is included on page 30.

The Board of Directors has determined that no member of the Audit Committee has any material relationship with BlackRock (either directly, or as a partner, stockholder or officer of an organization that has a relationship with BlackRock) and each such member is “independent” as defined in the NYSE listing standards and the applicable SEC rules. Furthermore, the Board of Directors has determined that each member of the Audit Committee is “financially literate”, as such qualification is interpreted by the Board of Directors based on its business judgment, qualifies as an “audit committee financial expert”, as defined in the applicable SEC rules, and has accounting and related financial management expertise within the meaning of the NYSE listing standards. The Audit Committee satisfies the requirements of SEC Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10A-3 establishes standards relating to audit committees in the following areas: the independence of audit committee members; the Audit Committee’s responsibility to select and oversee BlackRock’s independent auditor; procedures for handling complaints regarding BlackRock’s accounting practices; the authority of the Audit Committee to engage advisors; and funding for the independent auditor and any outside advisors engaged by the Audit Committee.

The Management Development and Compensation Committee

The MDCC is responsible for establishing the compensation of BlackRock’s executive officers, providing oversight of BlackRock’s employee benefit and compensation plans and reviewing, assessing and making reports and recommendations to the Board of Directors, as appropriate, on BlackRock’s talent development and the effective management of executive succession. The Board of Directors has determined that all of the members of the MDCC are “independent” within the meaning of the listing standards of the NYSE. Each of the MDCC’s members is also a “nonemployee director”, as defined in the SEC rules under Section 16 of the Exchange Act, and is an “outside director”, as defined by Section 162(m) of the Internal Revenue Code.

Additional information on the MDCC’s processes and procedures for consideration of NEO compensation is addressed in the Compensation Discussion and Analysis beginning on page 33 and the Report of the MDCC on page 51.

The Nominating and Governance Committee

The Nominating and Governance Committee (the “Governance Committee”) is responsible for assisting the Board of Directors by: identifying individuals qualified to become members of the Board of Directors; recommending to the Board of Directors the director nominees for the next annual meeting of stockholders; recommending to the Board of Directors the Corporate Governance Guidelines applicable to BlackRock; leading the Board of Directors in its annual review of the Board of Directors’ performance; recommending to the Board of Directors director nominees for each Board committee; and overseeing BlackRock’s Related Persons Transaction Policy. The Board of Directors has determined that all of the members of the Governance Committee are “independent” within the meaning of the listing standards of the NYSE.

The Risk Committee

The Risk Committee is charged with assisting the Board of Directors with its oversight of the Company’s levels of risk, risk assessment and risk management, including enterprise and fiduciary risk. The Risk Committee has particular responsibility for overseeing designated areas of risk that are not the primary responsibility of another Committee of the Board or retained for the Board’s direct oversight, including the following:

Enterprise Risks

  • market risks from volatility in financial markets;
  • credit risk of default by indemnified securities lending counterparties;
  • operational risks from failed or inadequate processes relating to (i) operations, (ii) new products and services, (iii) third-party vendor relationships and (iv) model risk;
  • the impact of firm-wide risk assessments: the quantification and analysis of requirements (liquidity, insurance, capital or other risk mitigation) associated with the Company’s key risks;
  • risks related to regulatory reform; and
  • technology risks relating to information security, business continuity/resiliency and system capacity.

Fiduciary Risks

  • investment risks being taken on behalf of clients in their portfolios or accounts;
  • counterparty risks of default by client counterparties; and
  • pricing and valuation risk that Company counterparties misprice assets in client portfolios or accounts.

The Risk Committee, along with BlackRock’s Enterprise Risk Management Committee, also regularly reviews a detailed risk profile report prepared by the Chief Risk Officer which covers a wide range of topics and potential issues that could impact BlackRock. These issues include, among other matters, investment performance, contractually indemnified risks, investment risks and counterparty risks of its asset management activities, balance sheet risks, business continuity risks, including those related to natural disasters or terrorist attacks, risks related to financial crimes, fraud, and other operational risks. The Risk Committee engages the Company’s key risk management executives on the framework for risk management within BlackRock and the process for actively identifying adverse events and/or circumstances relevant to BlackRock’s objectives and activities as well as risk management roles, policies and responsibilities. The Risk Committee also reviewed and discussed with management the Risk Factors included in the 2015 Form 10-K and received reports from members of management responsible for identifying and monitoring these risks.

Role of the Board of Directors in the Oversight of Risk Management

The Board of Directors has ultimate responsibility for oversight of BlackRock’s risk management activities. The Risk, Audit, MDCC and Governance Committees assist the Board in fulfilling this important role. The Risk Committee has responsibility for overseeing designated fiduciary and corporate risks and such other areas of risk as may be referred to it by the Board of Directors. The Audit Committee is focused on overseeing the integrity of BlackRock’s financial statements, the effectiveness of the internal control environment, the internal audit function and the external auditors. The MDCC has responsibility for overseeing risks associated with the Company’s compensation practices and the effective management of executive succession. The Governance Committee is focused on overseeing risks related to Board of Directors succession and other corporate governance matters.

The Risk, Audit, MDCC and Governance Committees report to the full Board at least six times a year with updates on their areas of designated risk oversight responsibilities. These Committees work together and with the full Board to help ensure that the Committees and the Board have received all information necessary to permit them to fulfill their duties and responsibilities with respect to oversight of risk management activities.

The Executive Committee

The Executive Committee has all the powers of the Board of Directors, except as prohibited by applicable law, the PNC Stockholder Agreement and BlackRock’s Amended and Restated Bylaws, and except to the extent another Committee has been accorded authority over the matter. The Executive Committee exercises such powers between meetings of the Board of Directors. It is anticipated that the Executive Committee will only meet if a quorum for a full Board of Directors meeting cannot be obtained between regular meetings for emergency business.

Director Independence

The Board of Directors annually determines the independence of directors in accordance with the listing standards of the NYSE. No director is considered independent unless the Board of Directors has determined that he or she has no material relationship with BlackRock. The Board of Directors has adopted categorical standards to assist it in determining whether or not certain relationships between the members of the Board of Directors and BlackRock or its affiliates and subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with BlackRock) are material relationships for purposes of the listing standards of the NYSE. The categorical standards provide that the following relationships are not material for such purposes:

  • relationships arising in the ordinary course of business, such as asset management, acting as trustee, lending, deposit, banking or other financial service relationships, so long as the services are being provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers;
  • relationships with companies of which a director is a stockholder or partnerships of which a director is a partner, provided the director is not a principal stockholder of the Company or a principal partner of the partnership;
  • contributions made or pledged to charitable organizations of which a director or an immediate family member of the director is an executive officer, director or trustee if (i) within the preceding three years, the aggregate amount of such contributions during any single fiscal year of the charitable organization did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for that fiscal year, and (ii) the charitable organization is not a family foundation created by the director or an immediate family member of the director; and
  • relationships involving a director’s relative unless the relative is an immediate family member of the director.

As part of its determination, the Board of Directors also considered the relationships described under “—Certain Relationships and Related Transactions.” Following its review, the Board of Directors has determined that Ms. Daley, Ms. Einhorn, Ms. Mills and Ms. Wagner and Messrs. Al-Hamad, Cabiallavetta, Freda, Gerber, Grosfeld, Komansky, Maughan, Nixon, O’Brien, Seidenberg, Slim and Varley are “independent” as defined in the NYSE listing standards and that none of the relationships between such directors and BlackRock are material under the NYSE listing standards. Following the 2016 Annual Meeting of Stockholders, assuming the nominated Directors are re-elected, BlackRock’s Board of Directors is expected to consist of 19 Directors, 16 of whom, representing approximately 85% of the Board, will be “independent” as defined in the NYSE listing standards.

2015 Director Compensation

Our bylaws provide that directors shall receive compensation, including fees and reimbursement of expenses, for their services as the Board of Directors may determine from time to time. The objective of BlackRock’s director compensation programs is to enable the Company to attract, motivate and retain directors capable of making significant contributions to the long-term success of the Company, consistent with stockholder interests.

In order to align the interest of directors with the interests of stockholders, our independent directors are required to own and maintain a minimum target number of shares, equivalent to five times the annual board retainer, or $375,000. The MDCC’s charter charges it with responsibility for regular reviews of the non-employee director pay program. The MDCC engages an independent compensation consultant, Semler Brossy Consulting Group LLC (“Semler Brossy”), to periodically assess the pay program to evaluate director compensation practices, trends in the broader marketplace and BlackRock’s competitive position.

The table below sets forth the elements of director compensation provided by BlackRock in 2015.

blk-t-35

 

(1) New Board members rotating through Committees receive one general Committee retainer and Committee meeting fees for the meetings they attend. Retainers and meeting fees are paid in January, April, July and October, based on service during the prior quarter. 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.
(2) Annual award granted on the last day of the first quarter of each year to all directors serving on that date and delivered on the earlier of (i) the third anniversary of the date of grant and (ii) the date such director ceases to be a member of the Board of Directors.
(3) Based on the combination of the roles of the lead independent director and the Chairperson of the Governance Committee.

Directors in 2015 who were also employees of BlackRock or designees of PNC are not listed in the below table because they did not receive compensation for serving as directors or committee members. In 2015, directors who were not employees of BlackRock or designees of PNC each received the amounts set forth in the below table and were also reimbursed for reasonable travel and related expenses. Each director who received compensation received at least $25,000 of his or her annual retainer, or a pro rata portion thereof in the event that a director’s service is less than a full year, in the form of BlackRock common stock. In addition, each director who received compensation had the right to elect to receive BlackRock common stock in lieu of all or a portion of his or her annual Board and Committee retainers in excess of $25,000.

blk-t36

 

(1) Ms. Daley and Messrs. Al-Hamad, Freda, Grosfeld, Maughan, Nixon, Seidenberg and Slim elected to receive all of their annual retainers and/or meeting fees in the form of BlackRock common stock. Ms. Einhorn, Mills and Wagner and Messrs. Cabiallavetta, Gerber, Komansky, O’Brien and Varley elected to receive a portion of their annual retainers and/or meeting fees in the form of BlackRock common stock. To the extent each director elected to receive his or her annual retainer and/or meeting fees in the form of BlackRock common stock, a number of shares were awarded to the applicable director on March 31, June 30, September 30 and December 31, 2015, respectively, based on closing market prices on such dates of $365.84, $345.98, $297.47 and $340.52, respectively. The entire expense for these awards was recorded on the date of grant.
(2) Includes the annual RSU grants to each director of 410 RSUs of BlackRock with a grant date fair value of $150,000 pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 14 to the consolidated financial statements in our 2015 Form 10-K. As of December 31, 2015, each non-employee director had the following outstanding RSUs: 886 shares for each of Ms. Daley and Ms. Mills and 1,469 shares for each of Messrs. Al-Hamad, Cabiallavetta, Freda, Gerber, Grosfeld, Komansky, Maughan, O’Brien, Seidenberg, Slim, Varley, Ms. Einhorn and Ms. Wagner. The RSUs are fully vested on the grant date and are settled on the earlier of the third anniversary of the grant date or the director’s departure from the Board of Directors.
(3) The total amounts in this column may not equal the sum of the amounts reflected in the preceding columns due to amounts being rounded to the nearest whole number.

Other Corporate Governance Matters

Policy Engagement, Transparency and Protecting Investors

As part of our responsibilities to our stockholders and clients, BlackRock advocates for public policies the Company believes are in our stockholders’ and clients’ long-term best interests. BlackRock supports the creation of regulatory regimes that increase financial market transparency, protect investors and facilitate responsible growth of capital markets, while preserving consumer choice and properly balancing benefits versus implementation costs. BlackRock comments on public policy topics through, among other methods, our published ViewPoints, which examine public policy issues and assess their implications for investors, and through comment letters and consultation responses that we submit to policy makers. We believe in the value of open dialogue and transparency on these important public policy issues; our position papers and letters are all available to the public on the “News & Insights” page of the BlackRock website at www.blackrock.com.

Our engagement with policy makers and advocacy on public policy issues is coordinated by our Government Relations and Public Policy (“Public Policy”) team. Members of the Public Policy team work closely with the Company’s business and legal teams to identify legislative and regulatory priorities, both regionally and globally, that will protect investors, increase stockholder value and facilitate responsible economic growth. The head of Public Policy is a member of the Company’s Global Executive and Operating Committees and regularly briefs these committees on BlackRock’s public policy priorities and related advocacy efforts. In addition, the head of Public Policy also attends meetings of the Board’s Risk Committee and keeps Directors apprised of, and engaged in, the Company’s legislative and regulatory priorities and advocacy initiatives.

As part of the Company’s engagement in the public policy process, BlackRock participates in a number of trade organizations and industry groups, such as the Business Roundtable, the Investment Company Institute, the Financial Services Roundtable, the European Fund and Asset Management Association and the Alternative Investment Management Association. The Company makes payments to these organizations, including membership fees and/or dues. However, BlackRock does not control these entities and may not always be aware of the entities’ activities. We recognize that these organizations and groups represent numerous other companies and there may be instances where their positions on certain issues diverge from those of BlackRock.

As an asset manager, BlackRock focuses on issues that impact the asset management industry and the clients for whom we act as agent in managing assets. In general, BlackRock’s efforts are focused at the national or regional level, rather than at a state-specific level.

Our ability to engage policy makers and participate in the public policy arena is subject to extensive laws and regulations at the international, federal, state and local levels. BlackRock does not contribute corporate funds to candidates, political party committees or political action committees or any political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code. Although permitted under federal law, BlackRock has also voluntarily elected not to spend corporate funds directly on independent expenditures (expenditures for communications that support or oppose a candidate and are not coordinated with a candidate, campaign or political party), including electioneering communications. Employees of the Company are required to submit all proposed political contributions to our Legal and Compliance Department to determine if such contributions are consistent with applicable legal restrictions. BlackRock maintains a federal political action committee that is funded in accordance with applicable federal law on a voluntary basis by U.S.-based employees of the Company. The political action committee makes contributions at the federal level on a bi-partisan basis consistent with the Company’s contribution policies and public policy goals and publicly discloses its contributions to the Federal Election Commission.

Board Evaluations

The effectiveness of the Board and its Committees is critical to the success of the Company and to the protection of stockholders’ long-term interests. To ensure their effectiveness, the Board and each Committee conduct annual self-evaluations to identify and assess areas for improvements. The assessments, conducted through tailored questionnaires, focus on Board and Committee performance, effectiveness and contributions to BlackRock, as well as meeting agendas, Board composition, Board processes, meeting dynamics and access to resources and senior management. The Governance Committee reviews all Director responses to the questionnaires and shares the committee evaluations with the Chairpersons of the Audit, MDCC and Risk Committees. In addition, the lead independent director along with the Chairman meet periodically with Directors on an individual basis to discuss Board and Committee performance, effectiveness and composition. The lead independent director provides the full Board with a summary of the results of the questionnaires and additional feedback received from individual Directors.

Stockholder Engagement and Outreach

We conduct stockholder outreach throughout the year to engage with stockholders on issues that are important to them. We report back to our Board on normal course engagement as well as specific issues that need to be addressed.

Our Investor Relations team, the Corporate Secretary and other members of management engage on a regular basis with stockholders to solicit feedback on a variety of corporate governance matters, including but not limited to executive compensation, corporate governance policies and corporate sustainability practices. BlackRock also routinely interacts and communicates with stockholders through a number of other forums, including quarterly earnings presentations, SEC filings, the Annual Report and proxy statement, the annual stockholder meeting, investor conferences and web communications. We share stockholder feedback and trends, and developments regarding corporate governance matters with our Board and its Committees as we seek to enhance our governance practices and transparency of those practices to our stockholders.

In 2015, BlackRock engaged in dialogue with a number of BlackRock’s stockholders on the subject of proxy access to better understand their views. Those discussions helped to inform the management proposal in Item 4 of this Proxy Statement to amend the Company’s bylaws to implement proxy access.

Also see “—Compensation Discussion & Analysis – Stockholder Alignment” on pages 33 to 34 for a discussion of our compensation related stockholder engagement initiatives and our historical say-on-pay vote results.

Communications with the Board

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board of Directors, any Board of Directors Committee or any Chairperson of any such Committee by mail or electronically. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to:

BlackRock, Inc.
Attn: Board of Directors
c/o Corporate Communications Department
55 East 52nd Street
New York, New York 10555

 

To communicate with any of our directors electronically, stockholders should go to the BlackRock website at www.blackrock.com. Under the headings “Our Firm / Investor Relations / Company Overview & Governance / Contact Our Board of Directors”, you will find a link that may be used for writing an electronic message to the Board of Directors, the lead independent director, any individual director or any group or committee of directors.

All communications received as set forth in the preceding paragraph will be reviewed by BlackRock’s Corporate Communications and Legal and Compliance Departments and the Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairperson of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Stockholders are encouraged to visit the “Our Firm / Investor Relations / Company Overview & Governance” page of the BlackRock website at www.blackrock.com to see the Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive and Senior Financial Officers and additional information about BlackRock’s Board of Directors and its Committees and corporate governance policies. In addition, the charters for each of the Audit Committee, the MDCC, the Governance Committee, the Risk Committee and the Executive Committee can be found at the same website address. 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. Further, BlackRock will provide a copy of these documents without charge to each stockholder upon written request. Requests for copies should be addressed to the Corporate Secretary at the address provided on page 2 of this Proxy Statement.

Other Executive Officers

In addition to Messrs. Fink and Kapito, whose biographical information is set forth above on pages 11 and 13 respectively, the following is a list of individuals serving as executive officers of BlackRock as of the date of this Proxy Statement, each of whom also serves on BlackRock’s Global Executive Committee (“GEC”). All of BlackRock’s executive officers serve at the discretion of the Board or Chief Executive Officer.

David J. Blumer (age 47), Senior Managing Director, has been Head of the Europe, Middle East and Africa (“EMEA”) region of BlackRock since 2013. Prior to joining BlackRock, Mr. Blumer worked at Swiss Re Ltd., where he most recently served as the Chief Investment Officer (“CIO”). In addition to his CIO role, Mr. Blumer also held other senior positions at Swiss Re Ltd. after joining in 2008, including Head of Asset Management, Chairman of Admin Re and a member of the Executive Committee.

Robert W. Fairbairn (age 50), Senior Managing Director, has overseen BlackRock’s Global Retail and iShares® businesses since 2012. Mr. Fairbairn was Head of the Global Client Group from 2009 to 2012 and Vice Chairman and Chairman of BlackRock’s EMEA Pacific business from 2006 to 2009.

Robert L. Goldstein (age 42), Senior Managing Director, has been Chief Operating Officer of BlackRock since 2014 and has led BlackRock Solutions® since 2009. Mr. Goldstein was the Head of BlackRock’s Institutional Client Business from 2012 to 2014. Mr. Goldstein has spent his entire career at BlackRock, beginning in 1994 as an analyst in the Company’s Portfolio Analytics Group.

J. Richard Kushel (age 49), Senior Managing Director, has been Global Head of Multi-Asset Strategies since February 2016. From 2014 to 2016, Mr. Kushel was Chief Product Officer and Head of Strategic Product Management of BlackRock, from 2012 to 2014, he was Deputy Chief Operating Officer of BlackRock, from 2010 to 2012, he was the Head of the Portfolio Management Group of BlackRock, and from 2009 to 2010, he was the Chairman of BlackRock’s International platform. Prior to that, Mr. Kushel headed BlackRock’s International Institutional platform and BlackRock’s Alternatives and Wealth Management Groups. Mr. Kushel has been with BlackRock since 1991.

Matthew J. Mallow (age 72), Senior Managing Director, has been Chief Legal Officer of BlackRock since 2015. Mr. Mallow served as General Counsel of BlackRock from 2012 until 2015 and has been a senior advisor to BlackRock’s Legal and Compliance Department since 2010. Previously, Mr. Mallow was a partner at Skadden, Arps, Slate, Meagher & Flom LLP from 1982 to 2010, where he served as head of the Corporate Finance Department.

Mark S. McCombe (age 49), Senior Managing Director, has been Global Head of BlackRock’s Institutional Client Business as well as Chairman of BlackRock Alternative Investors since 2014. From 2012 to 2014, Mr. McCombe was Chairman of the Asia Pacific region of BlackRock. Before joining BlackRock, Mr. McCombe served as Chief Executive Officer in Hong Kong for The Hong Kong and Shanghai Banking Corporation Limited from 2010 to 2011. He was also a Group General Manager of HSBC plc, Non-Executive Director of Hang Seng Bank Ltd., and Chairman of HSBC Global Asset Management (HK) Ltd. Prior to 2010, Mr. McCombe was Chief Executive of HSBC Global Asset Management from 2007 to 2010.

Gary S. Shedlin (age 52), Senior Managing Director, has been Chief Financial Officer of BlackRock since 2013. Prior to joining BlackRock, Mr. Shedlin was Vice Chairman, Investment Banking and a Managing Director in the Financial Institutions Group at Morgan Stanley from 2010 to 2013. Prior to that, Mr. Shedlin worked at Citigroup from 2004 to 2010, where he most recently served as Chairman of the Financial Institutions Group. Previously, Mr. Shedlin worked at Lazard Ltd. from 1990 to 2004, where he served as Managing Director and the Co-Head of the Financial Institutions Group.

Ryan D. Stork (age 44), Senior Managing Director, has been BlackRock’s Chairman, Asia Pacific since 2014. From 2008 to 2014, Mr. Stork was Global Head of the Aladdin® business within BlackRock Solutions and from 2005 to 2008 he was based out of BlackRock’s London office and responsible for business development and client service across the region. Between 1999 and 2005, Mr. Stork worked within BlackRock’s institutional business. Prior to joining BlackRock, Mr. Stork worked at PennCorp Financial Group and Conning Asset Management.

Jeffrey A. Smith, Ph.D. (age 45), Senior Managing Director, has been Head of Global Human Resources of BlackRock since 2009. Prior to joining BlackRock in 2009, Dr. Smith was the Global Head of Human Resources of Barclays Global Investors since 2007.

 

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