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    Leverage our scale

    Return capital to

    for the benefit of all

    shareholders on

    stakeholders

    a consistent and

    predictable basis

Date & Time

Record Date

Proposal

Board

Recommendation

Item 1 Election of Directors

director nominee            

Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers

Vote FOR

Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm

Vote FOR

Items 4A-4C Approval of Amendments to Our Amended and Restated Certificate of Incorporation (the “Charter”) to (i) provide shareholders with the right to call a special meeting, (ii) eliminate certain supermajority vote requirements and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions

Vote FOR

Item 5 Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation

Vote AGAINST

98

Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each of our shareholders. By doing so, we save costs and reduce our impact on the environment.

Beginning on April 16, 2021, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose.

Your vote is important and we encourage you to vote promptly, whether or not you plan to attend the Annual Meeting.

By Order of the Board of Directors,

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R. Andrew Dickson III

Corporate Secretary

April 16, 2021

BlackRock, Inc.

55 East 52nd Street,

New York, New York 10055

BLACKROCK, INC. 2021 PROXY STATEMENT    

1

8 years: Average tenure of

all director nominees

6 years: Average tenure of

independent director nominees

Percentages do not sum to 100% due to rounding.

BlackRock and its Board believe diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. The diverse backgrounds of our individual directors help the Board better oversee BlackRock’s management and operations and assess risk and opportunities for the Company’s business model from a variety of perspectives.

Director self-identification of race/ethnicity:

•  1 Black / African American

•  1 Hispanic / Latin American

•  1 Middle-Eastern / North African

  Investment   Stewardship

Social

Impact

Corporate Sustainability

Public

Policy

The Governance Committee periodically reviews corporate and investment stewardship-related policies, programs and significant publications relating to environmental (including climate change), social and other sustainability matters.

The Governance Committee reviews BlackRock’s philanthropic program (“Social Impact”) and its strategy, which is focused on efforts to support a more inclusive and sustainable economy.

The Governance Committee periodically reviews BlackRock’s corporate sustainability program, including through reports from BlackRock’s Corporate Sustainability team, which is responsible for overseeing efforts to incorporate sustainability into BlackRock’s business practices, operations and strategy and setting environmental sustainability objectives and strategy for our operations.

The Governance Committee has oversight of the Company’s corporate political activities and periodically reviews BlackRock’s public policy and advocacy activities, including public policy priorities, political contributions and memberships in trade associations.

BLACKROCK, INC. 2021 PROXY STATEMENT    

3

Age at
Record
Date

Nominee

Bader M. Alsaad

Pamela Daley

Jessica P. Einhorn

Laurence D. Fink

William E. Ford

Fabrizio Freda

Murry S. Gerber

Lead Independent Director

Margaret “Peggy”

L. Johnson

Robert S. Kapito

Cheryl D. Mills

Gordon M. Nixon

Charles H. Robbins

Marco Antonio

Slim Domit

Hans E. Vestberg

Susan L. Wagner

Mark Wilson

Number of Committee Meetings Held in 2020:

BLACKROCK, INC. 2021 PROXY STATEMENT    

5

What We Do

 Review pay and performance alignment;

 Balance short- and long-term incentives, cash and equity and fixed and variable pay elements;

 Maintain a clawback policy that allows for the recoupment of annual and long-term performance-based compensation in the event that financial results require a significant restatement due to the actions of an employee;

 Provide for the forfeiture of equity awards upon certain restrictive covenant breaches and other actions constituting cause for termination;

 Require one-year minimum vesting for awards granted under the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan (the “Stock Plan”);

 Maintain meaningful stock ownership and retention guidelines;

 Prohibit hedging, pledging or short selling of BlackRock securities by Section 16 officers and directors;

 Limit perquisites;

 Assess and mitigate compensation risk;

 Solicit an annual advisory vote on executive compensation; and

 Annually review the independence of the compensation consultant retained by the Compensation Committee.

What We Don’t Do

 No ongoing employment agreements or guaranteed compensation arrangements for NEOs;

 No automatic single trigger vesting of equity awards or transaction bonus payments upon a change-in-control;

 No dividends or dividend equivalents on unearned RSUs, stock options or stock appreciation rights;

 No repricing of stock options;

 No cash buyouts of underwater stock options;

 No tax reimbursements for perquisites;

 No tax gross-ups for excise taxes;

 No supplemental retirement benefits for NEOs; and

 No supplemental severance benefits for NEOs beyond standard severance benefits under BlackRock’s Severance Pay Plan (the “Severance Plan’’).

What to Look for

Where to Find it

Assessments include financials as the highest

weighted input, including relative and

year-over-year performance

“2020 Financial Performance” on page 56

“2020 NEO Compensation and Performance Summaries” beginning on page 67

“Pay and Performance Alignment for NEOs – Total Incentive Award Determination” on page 57

“NEO Total Annual Compensation Summary” on page 58

Operating Leverage

BlackRock generated 5% organic asset
growth and 7% organic base fee growth in 2020

BlackRock improved its Operating Margin,

as adjusted, by 120 bps to 44.9% in 2020

Earnings Per Share Growth

BlackRock returned $3.8 billion to
shareholders in 2020

BlackRock grew diluted earnings per share,
as adjusted, by 19% to $33.82 in 2020

Amounts in this section, where noted, are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A.

Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price.

BLACKROCK, INC. 2021 PROXY STATEMENT    

7

BlackRock Performance

% of Award Opportunity

Measures

Indicative BlackRock Performance Metrics

2019

2020

  Financial

  Performance

Net New Business ($ billion)

$429

$391

Net New Base Fee Growth

5%

7%

Operating Income, as adjusted⁽¹⁾ ($ million)

$5,551

$6,284

    Year-over-year change

+0%

+13%

Operating Margin, as adjusted⁽¹⁾

43.7%

44.9%

    Year-over-year change

- 60bps

+ 120bps

Diluted Earnings Per Share, as adjusted⁽¹⁾

$28.48

$33.82

    Year-over-year change

+ 6%

+ 19%

Share Price Data

BLK

Traditional Peers⁽²⁾

NTM P/E Multiple⁽³⁾

20.6x

10.1x

Annual appreciation/depreciation

+ 44%

+ 10%

  Business

  Strength

Deliver for clients

•   Drove exceptional long-term investment performance across BlackRock’s active platform, delivering over $30 billion of alpha for clients in 2020, as over 85% of fundamental active equity, systematic active equity and taxable fixed income assets performed above their respective benchmarks or peer medians for the trailing five-year period.

•   Expanded ETF investment options to clients, resulting in $185 billion of inflows across iShares^® and $89 billion of the net inflows in Fixed Income iShares; launched over 100 new sustainable products.

•   Aladdin provided operational resilience and risk management for clients amidst record market volatility and increased client demand drove a record $1.1 billion of annual technology services revenue.

Evolve how we serve clients

•   Executed against sustainability commitments, strengthening BlackRock’s ability to serve clients with sustainability research, investment solutions and technology.

•   Grew the illiquid alternatives platform to $86 billion AUM. Raised a record $25 billion of client capital in 2020, led by infrastructure, private equity solutions and private credit.

Lead in a changing world

•   Quickly responded in supporting clients during the pandemic and volatile markets, leveraging our scale and connectivity to deliver strong investment performance and more stable outcomes for clients.

•   Focused on advancing racial equity through public policy and legislative outcomes where we operate.

  Organizational

  Strength

Attract and inspire talent

•   Increased senior leader accountability of talent and succession, with more rigorous Talent Bench Reviews and the roll-out of sponsorship programs for underrepresented talent.

Inclusion and diversity

•   Progressed toward our senior women leadership target of 30%, increasing 80 basis points from the prior year to 29.7% representation in senior roles at the end of 2020.

•   Built a strong pipeline of future talent through the most diverse Graduate Analyst Program class yet, with 58% female representation globally and 29% Black and Latinx representation in the U.S.

Purpose and culture

•   Despite the challenging environment, fostered a purpose driven culture globally, which was evidenced by the Employee Opinion Survey results, with 91% of employees indicating that they are proud to work at BlackRock and over 80% feeling that BlackRock is invested in their well-being.

•   Prioritized the health and safety of employees during the pandemic, providing COVID-19 testing globally, free telemedicine options and additional support for families.

Amounts are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A.

Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price.

NTM P/E multiple refers to the Company’s share price as of December 31, 2020, divided by the consensus estimate of the Company’s expected earnings over the next 12 months. Sourced from FactSet.

2020 Total Incentive Award

Name

Base

Salary

Deferred

Equity

Long-Term

Incentive Award

(BPIP)

Total Annual

Compensation

(“TAC”)

% change in

TAC vs. 2019

Laurence D. Fink

$1,500,000

$9,500,000

$3,950,000

$14,900,000

$29,850,000

18%

Robert S. Kapito

$1,250,000

$8,250,000

$3,937,500

$11,187,500

$24,625,000

23%

Robert L. Goldstein

$500,000

$3,175,000

$2,325,000

$5,750,000

$11,750,000

19%

Mark Wiedman

$500,000

$2,675,000

$1,725,000

$5,600,000

$10,500,000

24%

Gary S. Shedlin

$500,000

$2,800,000

$1,850,000

$3,350,000

$8,500,000

18%

All grants of BlackRock equity, including the portion of the annual incentive awards granted in RSUs and the portion granted under the BlackRock Performance Incentive Plan (“BPIP Awards”), our long-term incentive plan, are approved for each NEO by the Compensation Committee under the Stock Plan, which has been previously approved by shareholders. The Stock Plan allows for multiple types of awards to be granted.

The value of the 2020 BPIP Awards and the value of the annual incentive deferred equity awards were converted into RSUs by dividing the award value by $739.22, which represented the average of the high and low prices per share of common stock of BlackRock on January 15, 2021.

For NEOs other than the CEO and President, higher annual incentive awards are subject to higher deferral percentages, in accordance with the Company’s deferral policy, as detailed on page 60.

    BLACKROCK, INC. 2021 PROXY STATEMENT    

9

Relationships arising in the ordinary course of business, such as asset management, acting as trustee, lending, deposit, banking or other financial service relationships or other relationships involving the provision of products or services, so long as the products and services are being provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers;

BLACKROCK, INC. 2021 PROXY STATEMENT    

11

Relationships with companies of which a director is a shareholder or partnerships of which a director is a partner, provided the director is not a principal shareholder of the company or a principal partner of the partnership;

Contributions made or pledged to charitable organizations of which a director or an immediate family member of the director is an executive officer, director or trustee if (i) within the preceding three years, the aggregate amount of such contributions during any single fiscal year of the charitable organization did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for that fiscal year and (ii) the charitable organization is not a family foundation created by the director or an immediate family member of the director; and

Relationships involving a director’s relative unless the relative is an immediate family member of the director.

Percentages do not sum to 100% due to rounding

BLACKROCK, INC. 2021 PROXY STATEMENT    

13

Bader M. Alsaad

Mr. Alsaad has served as Chairman of the Board and Director General of the Arab Fund for Economic & Social Development (the “Fund”) since September 2020. As Director General, Mr. Alsaad serves as the chief executive officer of the Fund. He also serves as a member of the board of directors of the Kuwait Investment Authority (KIA), a position he has held since 2003. He served as Managing Director of the KIA from December 2003 until April 2017. Prior to his appointment at KIA, Mr. Alsaad served as the Chief Executive Officer of one of the leading investment companies in Kuwait, The Kuwait Financial Center. Mr. Alsaad is currently a member of the Global Advisory Council of Bank of America, a member of the board of directors of the Kuwait Fund for Economic Development and a member of the supervisory board of Daimler AG. He also served as the Chairman and Deputy Chairman of the International Forum of Sovereign Wealth Funds from its inception in 2009 until October 2015.

Qualifications

Mr. AIsaad’s extensive experience in the strategically important Middle East region and over 35 years of experience in investments and the financial sector provides the Board with an experienced outlook on international business strategy and global capital markets.

Other Public Company Directorships (within the past 5 years)

•  Daimler AG (2017 – present)

Age

63

Tenure

1 Year

Committees

•  Governance

•  Risk

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

Pamela Daley

Ms. Daley retired from General Electric Company (GE) in January 2014, having most recently served as a Senior Advisor to its Chairman from April 2013 to January 2014. Prior to this role, Ms. Daley served as GE’s Senior Vice President of Corporate Business Development from 2004 to 2013 and as Vice President and Senior Counsel for Transactions from 1991 to 2004. As Senior Vice President, Ms. Daley was responsible for GE’s mergers, acquisitions and divestiture activities worldwide. Previously, Ms. Daley was a Partner of Morgan, Lewis & Bockius, a large U.S. law firm, where she specialized in domestic and cross-border tax-oriented financings and commercial transactions.

Qualifications

With over 35 years of transactional experience and more than 20 years as an executive at GE, one of the world’s leading multinational corporations, Ms. Daley brings significant experience and strategic insight to the Board in the areas of leadership development, international operations, transactions, business development and strategy.

Other Public Company Directorships (within the past 5 years)

•  BP p.l.c. (2018 – present)

•  SecureWorks Corp. (2016 – present)

•  Patheon N.V. (2016 – 2017)

Age

68

Tenure

7 Years

Committees

•  Audit (Chair)

•  Executive

•  Risk

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

BLACKROCK, INC. 2021 PROXY STATEMENT    

15

Jessica P. Einhorn

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. Ms. Einhorn also spent nearly 20 years at the World Bank, concluding as a 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 the National Bureau of Economic Research and was formerly a Director of the Peterson Institute for International Economics. As of July 2012, Ms. Einhorn is resident at The Rock Creek Group in Washington, D.C., where she is a Senior Advisor and longstanding member of The Rock Creek Group Advisory Board.

Qualifications

Ms. Einhorn’s leadership experience in academia and at the World Bank, along with her experience in the U.S. government and at the International Monetary Fund, provides the Board with a unique perspective and an in-depth understanding of 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.

Other Public Company Directorships (within the past 5 years)

•  Time Warner, Inc. (2005 – June 2018)

Age

73

Tenure

8 Years

Committees

•  Compensation

•  Risk

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

Laurence D. Fink

Mr. Fink is founder, Chairman and Chief Executive Officer of BlackRock. He also leads the firm’s Global Executive Committee. He is responsible for senior leadership development and succession planning, defining and reinforcing BlackRock’s vision and culture, and engaging relationships with key strategic clients, industry leaders, regulators and policy makers. Mr. Fink co-founded BlackRock in 1988, and under his leadership, the firm has grown into a global leader in investment management, risk management and advisory services for institutional and retail clients.

Qualifications

As one of the founding principals and Chief Executive Officer of BlackRock since 1988, Mr. Fink brings exceptional leadership skills and in-depth understanding of BlackRock’s businesses, operations and strategy. His extensive and specific knowledge of BlackRock and its business enable him to keep the Board apprised of the most significant developments impacting the Company and to guide the Board’s discussion and review of the Company’s strategy.

Other Public Company Directorships (within the past 5 years)

•  None

Age

68

Tenure

21 Years

Committees

•  Executive (Chair)

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

William E. Ford

Mr. Ford has served as the Chief Executive Officer of General Atlantic since 2007 and is the firm’s Chairman. Mr. Ford is actively involved with a number of educational and not-for-profit organizations and also serves on the Executive Committee of the Partnership for New York City, the board of directors of the National Committee on United States-China Relations and is a member of The Council on Foreign Relations. He is also a member of the Steering Committee for the CEO Action for Diversity and Inclusion initiative. Mr. Ford has formerly served on the boards of First Republic Bank, NYSE Euronext, E*Trade, Priceline, NYMEX Holdings and Computershare.

Qualifications

Mr. Ford brings to the Board extensive global investment management experience and financial expertise acquired over his 25 years at General Atlantic, one of the world’s leading growth equity investment firms.

Other Public Company Directorships (within the past 5 years)

•  IHS Markit Ltd. (2016 – present)

•  Royalty Pharma plc (2020 – present)

•  Axel Springer (2016 – April 2018)

Age

59

Tenure

3 Years

Committees

•  Audit

•  Compensation (Chair)

•  Executive

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

Fabrizio Freda

Mr. Freda has served as President, Chief Executive Officer and as a member of the board of directors of The Estée Lauder Companies Inc. (Estée Lauder) since 2009. Mr. Freda previously served as Estée Lauder’s President and Chief Operating Officer from March 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.

Qualifications

Mr. Freda’s extensive experience in product strategy, innovation and global branding brings valuable insights to the Board. His chief executive experience at Estée Lauder, an established multinational manufacturer and marketer of prestige brands, provides the Board with unique perspectives on the Company’s marketing, strategy and innovation initiatives.

Other Public Company Directorships (within the past 5 years)

•  The Estée Lauder Companies Inc. (2009 – present)

Age

63

Tenure

8 Years

Committees

•  Governance

Qualifications

•  Senior Executive & Corporate Governance

•  Branding & Marketing

•  Global Business

•  Risk Management & Compliance

•  Technology

BLACKROCK, INC. 2021 PROXY STATEMENT    

17

Murry S. Gerber

Mr. Gerber served as Executive Chairman of EQT Corporation, an integrated energy production company, from 2010 until May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to 2007 and as its Chief Executive Officer from 1998 to 2000. Prior to joining EQT Corporation, Mr. Gerber served as the CEO of Coral Energy (now Shell Trading North America) from 1995 to 1998. He is also a member of the board of trustees of the Pittsburgh Cultural Trust. Mr. Gerber currently serves as BlackRock’s Lead Independent Director.

Qualifications

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

Other Public Company Directorships (within the past 5 years)

•  U.S. Steel Corporation (2012 – present)

•  Halliburton Company (2012 – present)

Age

68

Tenure

21 Years

Lead Independent Director

Committees

•  Audit

•  Executive

•  Governance

Qualifications

•  Senior Executive & Corporate Governance

•  Global Business

•  Public Company & Financial Reporting

•  Risk Management & Compliance

•  Technology

Margaret “Peggy” L. Johnson

Ms. Johnson has been the Chief Executive Officer of Magic Leap, Inc., an American augmented reality company, since August 2020. Previously, she was Executive Vice President of Business Development at Microsoft Corporation from September 2014 to July 2020 and was responsible for driving strategic business deals and partnerships across various industries. Ms. Johnson joined Microsoft from Qualcomm Incorporated, where she served in various leadership positions across engineering, sales, marketing and business development. She most recently served as Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development. Ms. Johnson is an Advisor to Huntington’s Disease Society of America, San Diego Chapter.

Qualifications

Ms. Johnson brings to the Board substantive experience in the field of technology as well as business and strategic development expertise acquired over her 28 years at Microsoft and Qualcomm.

Other Public Company Directorships (within the past 5 years)

•  Live Nation Entertainment (2013 – June 2018)

Age

59

Tenure

3 Years

Committees

•  Audit

•  Compensation

Qualifications

•  Senior Executive & Corporate Governance

•  Branding & Marketing

•  Global Business

•  Public Policy & Government/ Regulatory Affairs

•  Technology

Robert S. Kapito

Mr. Kapito has been President of BlackRock since 2007 and is a member of BlackRock’s Global Executive Committee and Chairman of the Global Operating Committee. He also serves as a member of the board of directors of iShares, Inc. Mr. Kapito co-founded BlackRock in 1988. He is responsible for the day-to-day oversight of BlackRock’s key operating units including Investment Strategies, Client Businesses, Technology & Operations and Risk & Quantitative Analysis. Prior to 2007, Mr. Kapito served as Vice Chairman of BlackRock and Head of BlackRock’s Portfolio Management Group.

Qualifications

As one of our founding principals, Mr. Kapito has served as an executive leader of BlackRock since 1988. He brings to the Board industry and business acumen in addition to in-depth knowledge about BlackRock’s businesses, investment strategies and risk management, as well as extensive experience overseeing day-to-day operations.

Other Public Company Directorships (within the past 5 years)

•  None

Age

64

Tenure

14 Years

Committees

•  None

Qualifications

•  Senior Executive & Corporate Governance

•  Branding & Marketing

•  Financial Services

•  Global Business

•  Risk Management & Compliance

Cheryl D. Mills

Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group, a private holding company that grows and builds businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and as Secretary of the Board of Trustees. She also served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills previously served on the boards of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, and Orion Power, an independent electric power generating company.

Qualifications

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

Other Public Company Directorships (within the past 5 years)

•  iHeartMedia, Inc. (2020 – Present)

Age

56

Tenure

7 Years

Committees

•  Compensation

•  Governance

Qualifications

•  Senior Executive & Corporate Governance

•  Branding & Marketing

•  Global Business

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

BLACKROCK, INC. 2021 PROXY STATEMENT    

19

Gordon M. Nixon, C.M., O.Ont.

Mr. Nixon served as President, Chief Executive Officer and a member of the board of directors of Royal Bank of Canada (RBC) from 2001 to 2014. He first joined RBC Dominion Securities Inc. in 1979, where he held a number of operating positions and from December 1999 to April 2001 was Chief Executive Officer of RBC Capital Markets (the successor company to RBC Dominion Securities Inc.). Mr. Nixon has served on the board of directors of BCE Inc. since 2014 and as Chairman of the board since 2016. He is also on the advisory board of Kingsett Capital.

Qualifications

With 13 years of experience leading a global financial institution and one of Canada’s largest public companies, Mr. Nixon brings extensive expertise and perspective to the Board on global markets and an in-depth knowledge of the North American market. His experience growing a diversified, global financial services organization in a highly regulated environment also provides the Board with valuable insight into risk management, compensation and corporate governance matters.

Other Public Company Directorships (within the past 5 years)

•  BCE Inc. (2014 – present) (Chairman from 2016 – present)

•  George Weston Limited (2014 – present)

Age

64

Tenure

5 Years

Committees

•  Compensation

• Executive

• Governance (Chair)

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Public Policy & Government/ Regulatory Affairs

•  Risk Management & Compliance

Charles H. Robbins

Mr. Robbins serves as the Chairman and Chief Executive Officer of Cisco Systems, Inc. (Cisco). Prior to assuming this role in July 2015, he was Senior Vice President of Cisco’s Worldwide Field Operations and led its Worldwide Sales and Partner Organization where he helped drive and execute many of Cisco’s investment areas and strategy shifts. He is Chairman Emeritus of the U.S.-Japan Business Council and serves as a member of the International Business Council for the World Economic Forum. Mr. Robbins is also on the board of directors of the Business Roundtable and is a Trustee of the Ford Foundation.

Qualifications

Mr. Robbins brings to the Board extensive experience in the fields of technology, global sales and operations acquired over his 20 years at Cisco, one of world’s leading information technology companies.

Other Public Company Directorships (within the past 5 years)

•  Cisco Systems, Inc. (2015 – present) (Chairman from 2017 – present)

Age

55

Tenure

3 Years

Committees

•  Risk

Qualifications

•  Senior Executive & Corporate Governance

•  Branding & Marketing

•  Global Business

•  Public Policy & Government/ Regulatory Affairs

•  Technology

Marco Antonio Slim Domit

Mr. Slim has been Chairman of the board of directors of Grupo Financiero Inbursa, S.A.B. de C.V. since 1997 and previously served as its Chief Executive Officer from 1997 until April 2012. Mr. Slim is also a member of the board of directors of Grupo Carso, S.A.B. de C.V. and Chairman of The Carlos Slim Health Institute and of Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (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.

Qualifications

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, shareholder rights, business strategy and integration to the Board.

Other Public Company Directorships (within the past 5 years)

•  Grupo Carso, S.A.B. de C.V. (1991 – present)

•  Grupo Financiero Inbursa, S.A.B. de C.V. (Chairman from 1997 – present)

•  Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (Chairman from 2012 – present)

Age

52

Tenure

9 Years

Committees

•  Audit

•  Compensation

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Risk Management & Compliance

Hans E. Vestberg

Mr. Vestberg has served as the Chief Executive Officer of Verizon Communications Inc. (Verizon) since 2018 and as Chairman since March 2019. Prior to these roles, Mr. Vestberg served as Verizon’s Chief Technology Officer and President of Global Networks from 2017 to 2018. Before joining Verizon in 2017, Mr. Vestberg served for six years as President and CEO of Ericsson, a multinational networking and telecommunications equipment and services company headquartered in Sweden. Mr. Vestberg is a board member of the UN Foundation and the Whitaker Peace & Development Initiative. He also serves as Chairman of the World Economic Forum EDISON Alliance. Mr. Vestberg has lived and worked in China, Chile, Brazil and Mexico, in addition to the U.S. and Sweden.

Qualifications

As the CEO of Verizon and former leader of Ericsson, Mr. Vestberg brings executive experience from these large multinational companies as well as substantial expertise in the field of technology acquired through his experience as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson.

Other Public Company Directorships (within the past 5 years)

•  Verizon Communications Inc. (2018 – present) (Chairman from 2019 – present)

•  Hexagon AB (2017 – 2018)

•  Telefonaktiebolaget LM Ericsson (2010 – 2016)

Age

55

Tenure

0 Years

Committees

•  None

Qualifications

•  Senior Executive & Corporate Governance

•  Global Business

•  Public Company & Financial Reporting

•  Public Policy & Government/ Regulatory Affairs

•  Technology

BLACKROCK, INC. 2021 PROXY STATEMENT    

21

Susan L. Wagner

Ms. Wagner retired as Vice Chairman of BlackRock after serving in that role from 2006 to 2012. Ms. Wagner also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. Ms. Wagner previously served as BlackRock’s Chief Operating Officer and as Head of Corporate Strategy. She serves as a member of the board of trustees of Wellesley College. Ms. Wagner also currently serves as a director of Color Health (privately held) and Samsara (privately held).

Qualifications

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

Other Public Company Directorships (within the past 5 years)

•  Apple Inc. (2014 – present)

•  Swiss Re Ltd. (2014 – present)

Age

59

Tenure

8 Years

Committees

•  Audit

•  Executive

•  Risk (Chair)

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Risk Management & Compliance

•  Technology

Mark Wilson

Mr. Wilson has served as Co-Chairman and CEO of Abacai, an insurance technology company, since February 2021. Mr. Wilson previously served as the Chief Executive Officer of Aviva plc (Aviva), a multinational insurance company headquartered in the U.K., from January 2013 to October 2018. Prior to joining Aviva, Mr. Wilson worked in Asia for 14 years, including as Chief Executive Officer of AIA Group Limited, a leading pan-Asian company. Mr. Wilson is recognized for his leadership on sustainability issues and is a member of the UN Business and Sustainable Development Commission.

Qualifications

As the former Chief Executive Officer of Aviva and CEO of Abacai, Mr. Wilson brings to the Board extensive experience in Europe and Asia and his operational and executive expertise in the insurance and pensions industry and in international finance provides the Board with an experienced outlook on international business strategy, development and sustainability.

Other Public Company Directorships (within the past 5 years)

•  Aviva plc (2013 – October 2018)

Age

54

Tenure

3 Years

Committees

•  Risk

Qualifications

•  Senior Executive & Corporate Governance

•  Financial Services

•  Global Business

•  Public Company & Financial Reporting

•  Public Policy & Government/ Regulatory Affairs

The full versions of our Corporate Governance Guidelines, 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 Company and Sites / About BlackRock / Investor Relations / Governance / Governance Overview.”

We are a fiduciary to our clients;

We are One BlackRock;

We are passionate about performance;

We take emotional ownership; and

We are committed to a better future.

BLACKROCK, INC. 2021 PROXY STATEMENT    

23

Building a generation of future leaders is vital to BlackRock’s long-term success. Accordingly, our Board plays a critical part in our talent development and dedicates one meeting per year to talent review. As part of its review, the Board evaluates whether we have the right people in the right places to execute our long-term strategy, examines the results of employee opinion surveys and provides oversight of management to ensure that we are developing people to fill key roles in the future.

For more information on our Board’s role in talent development, please refer to “BlackRock’s Impact on its People” on page 37.

Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. Members of the Governance Committee are briefed on significant trends and developments in corporate governance and regulatory issues, including briefings from BlackRock’s Investment Stewardship, Corporate Sustainability and Global Public Policy teams, as well as feedback from shareholders. In 2020, we acted on feedback from our shareholders to enhance disclosure on how the Board approaches its composition and diversity.

For more information, see “Board Profile and Diversity” and “Board Diversity” on pages 3 and 12, respectively.

Beyond the Boardroom

Director Engagement

Our Investment Stewardship team hosts an annual Director Dialogue Day, where employees, members of management and independent directors of other companies engage on topics such as the team’s engagement priorities, emerging trends in U.S. corporate governance and compensation and public policy affecting long-term investments. BlackRock’s directors are invited to, and have attended this event in the past.

All of our directors who were serving on the Board and nominated for re-election in 2020 attended the 2020 Annual Meeting of Shareholders. Additionally, our Lead Independent Director answered questions from shareholders and addressed questions about the Board’s composition, size and engagement with management.

Director Orientation

BlackRock provides each new director with an orientation program conducted over the course of the first three months of their tenure. The orientation program includes the opportunity to rotate through each of the Board’s standing Committees and participate in presentations by senior management to familiarize new directors with BlackRock’s:

• Financial position and strategic plans;

• Significant financial, accounting and risk management policies;

• Compliance programs, Code of Business Conduct and Ethics and other key policies; and