Caroline Heller
BlackRockAbout Caroline Heller
Caroline Heller, age 47, is Senior Managing Director and Global Head of Human Resources at BlackRock, a role she has held since January 2023 after leading Talent and Business Partners from May 2021 to December 2022; prior to joining BlackRock, she spent over 20 years at Goldman Sachs in Human Capital Management leadership roles including Head of Business Partners & Talent Acquisition (May 2020–Feb 2021) and Head of Business Partners & Talent Management (Jan 2018–May 2020) . During her tenure, firm-level performance has been strong: in 2024, BlackRock grew revenue 14%, operating income (as adjusted) 23%, EPS (as adjusted) 15%, and expanded adjusted operating margin by 280 bps to 44.5%; total shareholder return (TSR) for 2024 was 29% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock | Global Head of Human Resources (Senior Managing Director) | Jan 2023–Present | Leads global HR strategy, talent development, and executive succession across the firm . |
| BlackRock | Head of Talent and Business Partners | May 2021–Dec 2022 | Oversaw talent management and HR business partners alignment with business priorities . |
| Goldman Sachs | Head of Business Partners & Talent Acquisition | May 2020–Feb 2021 | Led enterprise hiring strategy and business partner alignment in HCM . |
| Goldman Sachs | Head of Business Partners & Talent Management | Jan 2018–May 2020 | Directed talent management and HCM business partner functions . |
| Goldman Sachs | Various leadership roles in Human Capital Management | ~2000–2018 | Held multiple HCM leadership positions over 20+ years . |
External Roles
- No public company board or external directorships disclosed in BlackRock’s proxy for executive officers; Heller is listed among executive officers, not directors .
Fixed Compensation
- Not disclosed for Heller (proxy tables cover Named Executive Officers only; Heller is an executive officer but not an NEO) .
Performance Compensation
Equity Awards and Vesting
| Award Type | Grant/Action Date | Quantity/Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSU Award (Non-Open Market Acquisition) | Jan 16, 2025 | 926 RSUs derived from $925,000 award divided by $999.36 | Typically vests ratably over 3 years (per BlackRock equity award design); reporting indicates RSUs will vest over 1–3 years | Source shows award value conversion and quantity; RSUs vest and settle in common stock . |
| Tax Withholding on Vest | Jan 31, 2025 | 295 shares withheld at $1,071.52 | N/A | Shares withheld to satisfy taxes; beneficial ownership after transaction: 2,928 (includes RSUs vesting over 1–3 years) . |
| RSU Award (Non-Open Market Acquisition) | Jan 16, 2024 | 908 RSUs (award) | Firm RSUs customarily vest over multi-year schedules | Public trackers show 908-unit RSU grant for Heller on Jan 16, 2024 . |
Performance Metrics Tied to Senior Equity Programs (Firmwide)
- BlackRock’s long-term BPIP equity awards are tied to multi-year Organic Revenue Growth and Operating Margin, as adjusted, with settlement based on a three-year performance period; firm compensation assessment also weighs TSR, P/E premium, and other financial priorities as part of the Total Incentive framework .
- 2024 firm results used in pay-for-performance assessments included: TSR 29%, Operating Income (as adjusted) +23% YoY, EPS (as adjusted) $43.61 (+15% YoY), and adjusted operating margin 44.5% (+280 bps) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (post 1/31/2025 event) | 2,928 shares (includes RSUs vesting over 1–3 years) . |
| Shares outstanding (reference for % calc) | 155,022,282 shares as of March 28, 2025 . |
| Ownership as % of shares outstanding | ~0.0019% (= 2,928 ÷ 155,022,282) . |
| Options held | None disclosed in Form 4 (no derivative positions reported) . |
| Pledging/Hedging | Prohibited by BlackRock’s Global Insider Trading Policy (no margin accounts, no pledging, no hedging) . |
| Stock ownership guidelines | GEC members must own a target number of shares and retain 50% of net shares delivered from vesting until guidelines are met; MDCC monitors progress . |
Employment Terms
| Provision | Summary |
|---|---|
| Status | Executive officers serve at the discretion of the Board and CEO . |
| Employment contracts | No ongoing employment agreements or guaranteed compensation arrangements for NEOs; company emphasizes at-risk pay structures and clawbacks (indicative of broader executive practices) . |
| Severance (standard plan) | Lump-sum equal to two weeks of salary per year of service; minimum 12 weeks, maximum 54 weeks, for eligible U.S.-based employees terminated without cause in a RIF/position elimination . |
| Clawbacks | Dodd-Frank-compliant clawback for erroneously received incentive compensation; longstanding clawback allows recoupment of performance-based comp for fraud/willful misconduct causing restatement; forfeiture provisions for restrictive covenant breaches and conduct constituting cause; extends beyond Dodd-Frank and covers time-based equity . |
| Change-in-control and equity | If awards are not assumed, unvested performance awards can vest at target upon a change-in-control; upon termination without cause within 12 months of a change-in-control, BPIP awards vest at target; RSU deferrals and award vesting treatments vary by award type with non-compete conditions embedded . |
| Hedging/pledging | Strict prohibition (see above) . |
Investment Implications
- Alignment and retention: Equity awards, stock ownership guidelines, and clawback/forfeiture provisions create strong alignment with shareholder outcomes and discourage risk-taking; hedging and pledging are prohibited, reducing misalignment risk .
- Selling pressure: Recent RSU grants and scheduled vesting imply periodic tax withholding transactions (e.g., 295 shares withheld on 1/31/2025), but absolute size is de minimis relative to float, limiting stock impact .
- Pay-for-performance environment: Firmwide compensation assessments emphasize financial metrics including operating margin, operating income, organic growth, and TSR; 2024 performance was robust, supporting equity-based incentives across senior leadership cohorts .
- Governance and say-on-pay: Shareholders approved the 2024 say-on-pay and restated equity plan; MDCC uses independent consultant Semler Brossy and maintains conservative practices (no option repricings or tax gross-ups) which are supportive of governance quality .