Cheryl D. Mills
BlackRockAbout Cheryl D. Mills
Independent director at BlackRock since 2013 (age 60; 11 years of service). Founder and CEO of BlackIvy Group; prior senior public-sector roles include Chief of Staff to Secretary of State Hillary Clinton and Counselor to the U.S. Department of State (2009–2013), and senior administrative/legal leadership at NYU (2002–2009). She serves on BlackRock’s Management Development & Compensation Committee (MDCC) and Nominating & Governance Committee (NGC) and is considered independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Chief of Staff to Sec. Clinton; Counselor | 2009–2013 | Senior policy, operations, and governance leadership |
| New York University | SVP Administration & Operations; General Counsel; Secretary of Board of Trustees | 2002–2009 | Institutional governance and administration |
| The White House | Deputy Counsel to President; Associate Counsel | Not disclosed | Federal executive branch legal counsel |
| Cendant Corporation (now Avis Budget Group) | Director (prior) | Not disclosed | Public-company board experience |
| Orion Power | Director (prior) | Not disclosed | Energy sector board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackIvy Group | Founder & CEO | Current | Private holding company building businesses in Sub-Saharan Africa |
| iHeartMedia, Inc. | Independent Director | 2020–Present | Public-company oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under NYSE standards; no material relationships with BlackRock |
| Board Committees | MDCC member; NGC member (not a Chair) |
| Committee Chairs | MDCC Chair: William E. Ford; NGC Chair: Gordon M. Nixon; Audit Chair: Pamela Daley; Risk Chair: Susan L. Wagner |
| Meeting Attendance | Full Board met 10 times in 2024; each director attended at least 75% of Board+Committee meetings on which they served; all directors nominated for re-election in 2024 attended the 2024 Annual Meeting |
| Committee Meetings (2024) | Audit 15; MDCC 8; NGC 6; Risk 6; Executive 3 |
| Ownership Guideline (Directors) | Required to own ≥$500,000 of BLK shares within 5 years of joining; all directors have met or are on track |
| Related Person Transactions Oversight | NGC oversees Related Persons Transaction Policy; MDCC members (including Mills) had no related person transactions requiring disclosure in 2024 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $88,750 | Blended rate: $85,000 for first three quarters and $100,000 for fourth quarter; paid quarterly; directors may elect stock or deferred stock units (DSUs) in lieu of cash |
| Committee Retainers | $15,000 (MDCC Member); $15,000 (NGC Member) | Member-level annual retainers; paid quarterly |
| Lead Independent Director Retainer | N/A for Mills | $100,000 applies to Lead Independent Director (Murry S. Gerber) |
| Fees Earned or Paid in Cash (Mills) | $118,750 | Matches Board + MDCC + NGC retainers ($88,750 + $15,000 + $15,000) |
| Reimbursements | Reasonable travel and related expenses | Standard director policy |
Director compensation program updates effective Oct 1, 2024: annual board retainer increased to $100,000; annual equity grant increased to $250,000 starting with January 2025 grants; program continues to emphasize deferred equity alignment (Semler Brossy engaged as independent consultant) .
Performance Compensation
| Equity Element | Grant Date | Amount/Units | Vesting | Settlement |
|---|---|---|---|---|
| Annual Equity Grant (DSUs) | Jan 2024 | $240,000 deferred stock units | Vested upon election/re-election at May 15, 2024 Annual Meeting | Settled in BLK shares on the earlier of 3rd anniversary of grant or director’s Board departure; directors may elect lump sum or 5 annual installments |
| Stock Awards (Mills – Summary Table) | 2024 | $239,648 | Reflects 300 DSUs grant-date fair value under ASC 718 | See above vesting/settlement mechanics |
Directors may elect to receive all or part of Board/Committee retainers in BLK common stock or fully vested DSUs, with settlement choices as above, reinforcing long-term alignment .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| iHeartMedia, Inc. | Current public company director | 2020–Present |
| Cendant Corporation (Avis Budget Group) | Prior public company director | Historical service (dates not disclosed) |
| Orion Power | Prior public company director | Historical service (dates not disclosed) |
No MDCC-related interlocks or related person transactions requiring disclosure in 2024; NGC oversees related party policy and reviews potential conflicts .
Expertise & Qualifications
| Category | Coverage |
|---|---|
| Senior Executive & Corporate Governance | Yes |
| Branding & Marketing | Yes |
| Public Policy & Government/Regulatory Affairs | Yes |
| Sustainability | Yes |
Qualifications reflect leadership across private equity/enterprise building (BlackIvy), government, and academia, with prior corporate board experience informing governance effectiveness .
Equity Ownership
| Metric (as of Mar 28, 2025) | Value |
|---|---|
| Beneficial Ownership of BLK Shares | 4,855 shares |
| % of Shares Outstanding | Less than 1.0% (*) |
| DSUs/Options Vesting Within 60 Days | 873 |
| Total (Shares + Near-vesting units) | 5,728 |
| DSUs Outstanding (Dec 31, 2024) | 2,591 DSUs |
| Director Ownership Guideline | ≥$500,000 within five years; all directors have met or are on track |
Governance Assessment
- Independence and Roles: Mills is an independent director serving on MDCC and NGC, positioning her at the center of executive pay, talent, governance policy, and related-party oversight; she is not a committee chair, which limits direct agenda control but provides balanced oversight .
- Attendance and Engagement: Board met 10 times in 2024; all directors attended at least 75% of combined Board/Committee meetings and the 2024 Annual Meeting, indicating acceptable engagement levels for governance effectiveness .
- Pay-Alignment and Ownership: Compensation is weighted toward DSUs ($239,648 in 2024) with elective equity settlement features and ownership guidelines requiring ≥$500k, supporting long-term alignment; Mills’ cash fees ($118,750) are consistent with committee service, and equity grants vest upon shareholder election to reinforce accountability .
- Conflicts and Related-Party Exposure: NGC oversees related person transactions policy; MDCC members (including Mills) had no related person transactions requiring disclosure in 2024, mitigating conflict risk; the Board annually re-evaluates independence .
- RED FLAGS: None disclosed specific to Mills in the proxy (no pledging/hedging disclosures identified; no related-party transactions requiring disclosure; not over-boarded under BlackRock’s own constraints) .
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