Charles H. Robbins
BlackRockAbout Charles H. Robbins
Charles H. Robbins (age 59) is an Independent Director of BlackRock, Inc., serving since 2017 with seven years of tenure as of the 2025 proxy record date . He is Chairman and Chief Executive Officer of Cisco Systems, Inc. (CEO since July 2015; Chairman since 2017), with prior experience as Senior Vice President of Cisco’s Worldwide Field Operations leading global sales and partner organizations . His core credentials include technology leadership, cybersecurity-related risk expertise, global sales/operations, public company governance, and regulatory/public policy experience . He currently serves on BlackRock’s Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Chairman | 2017 – present | Oversight of global technology strategy; public company leadership |
| Cisco Systems, Inc. | Chief Executive Officer | July 2015 – present | Executive leadership; technology and cybersecurity risk expertise |
| Cisco Systems, Inc. | SVP, Worldwide Field Operations | Pre-2015 | Led global sales and partner organization; strategy execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Economic Forum | International Business Council member | Not disclosed | Global business and policy engagement |
| U.S.-Japan Business Council | Chairman Emeritus | Not disclosed | International trade and policy engagement |
| Ford Foundation | Former Trustee | Not disclosed | Non-profit governance experience |
| Cisco Systems, Inc. | Director (Chairman), CEO | 2015 – present (Chairman since 2017) | Current public company directorship |
Board Governance
- Independence: The Board determined Robbins is independent under NYSE standards, considering ordinary-course transactions with entities employing director nominees; amounts were below the greater of $1 million or 2% of consolidated revenues in each of the past three years . Risk Committee members, including Robbins, are also determined independent .
- Committees: Risk Committee member; Chair is Susan L. Wagner. Other members include Pamela Daley, Margaret L. Johnson, Hans E. Vestberg, and Mark Wilson .
- Attendance: The full Board met 10 times in 2024; each director attended at least 75% of the aggregate Board and Committee meetings on which they served. All directors nominated for re-election in 2024 attended the Annual Meeting of Shareholders .
- Executive sessions: Seven executive sessions of non-management directors were held in 2024, chaired by the Lead Independent Director .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 10 |
| Audit Committee meetings | 15 |
| MDCC meetings | 8 |
| NGC meetings | 6 |
| Risk Committee meetings | 6 |
| Executive Committee meetings | 3 |
| Executive sessions (non-management) | 7 |
| Independence status | Independent |
| Committee assignment | Risk Committee (member) |
| Years of service on BLK Board | 7 |
| Director since | 2017 |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| Charles H. Robbins | $103,596 | Robbins elected to receive $103,596 in BlackRock common stock in lieu of cash retainers during 2024 . |
| 2024 Director Program Element | Value | Detail |
|---|---|---|
| Annual Board Retainer (blended) | $88,750 | $85,000 annualized for first three quarters; $100,000 for Q4, paid quarterly |
| Committee Retainer – Risk (Member) | $15,000 | Paid quarterly in arrears |
| Lead Independent Director Retainer | $100,000 | Paid quarterly in arrears |
Program changes effective Oct 1, 2024: Annual Board Retainer increased to $100,000; Annual Equity Grant increased to $250,000 starting January 2025 .
Performance Compensation
| Item | Value | Terms |
|---|---|---|
| Annual Equity Grant (2024) | $240,000 deferred stock units | Granted January 2024; vested upon election/re-election at May 15, 2024 Annual Meeting; settled in common stock generally earlier of 3rd anniversary or separation |
| DSUs Granted (2024) | 300 units | Grant date fair value per FASB ASC 718 |
| DSUs Outstanding (as of 12/31/2024) | 1,236 units (Robbins) | Director-level DSU totals disclosed |
| Performance metrics tied to director equity | None disclosed | Annual director equity grants are deferred stock units with time-based vesting; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Transaction Considerations |
|---|---|---|---|
| Cisco Systems, Inc. | Chairman; CEO | Not disclosed | The Board reviewed ordinary-course transactions with entities employing director nominees (including Robbins’s employer) and determined amounts were below materiality thresholds; independence affirmed . |
Expertise & Qualifications
- Senior Executive & Corporate Governance; Global Business; Public Company & Financial Reporting; Public Policy & Government/Regulatory Affairs; Risk Management & Compliance; Technology .
- Brings cybersecurity-related risk expertise and technology leadership from a global IT company .
Equity Ownership
| Holder | Shares Owned (Common) | Percent of Outstanding | Deferred/Restricted Stock Units and Options | Total |
|---|---|---|---|---|
| Charles H. Robbins | 2,238 | * (less than 1.0%) | 873 | 3,111 |
- Stock ownership guidelines (directors): Required to own shares valued at a minimum of $500,000 (five times annual board retainer) within five years; all directors have met or are on track .
- Hedging/Pledging: BlackRock prohibits directors from holding BlackRock securities in margin accounts, pledging them as collateral, or entering hedging transactions (subject to narrow M&A exception) .
- Section 16 compliance: Company believes all director/officer filings were timely in 2024 except a Form 4 for the Chairman due to technical platform issues; no exceptions noted for Robbins .
Director Compensation (Total 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles H. Robbins | $103,596 | $239,648 | $343,243 |
- Robbins elected to receive $103,596 in common stock in lieu of cash retainers during 2024 .
- Standard annual director equity grants were 300 DSUs valued at $240,000 in January 2024; program increased to $250,000 starting January 2025 .
Board Governance Assessment
- Strengths: Independent status affirmed despite ordinary-course relationships; skillset aligns with Risk Committee mandate, notably technology and cybersecurity risk oversight; Risk Committee members determined independent; structured risk reporting from CRO and CISO enhances oversight .
- Engagement and attendance: Board held 10 meetings; each director attended at least 75% of Board/Committee meetings; seven executive sessions held, indicating independent oversight and robust engagement .
- Alignment: Robbins’s compensation is equity-heavy (deferred stock units) and he elected equity in lieu of cash retainers, supporting shareholder alignment; directors subject to $500,000 ownership guideline and anti-hedging/pledging policy .
- Potential conflicts – monitor: Robbins is CEO/Chairman of Cisco, an entity that may have ordinary-course transactions with BlackRock; the Board reviewed and determined such relationships were below materiality thresholds and not independence-impairing, but investors may monitor for any expanded commercial ties or related-party exposure over time .
No Robbins-specific related party transactions, tax gross-ups, or pledging reported; no individual attendance shortfalls disclosed; Section 16 compliance reported with no issues for Robbins .