Christopher J. Meade

About Christopher J. Meade

Christopher J. Meade (age 56) is Senior Managing Director, Chief Legal Officer since 2016 and General Counsel since 2015 at BlackRock. Prior to BlackRock, he served as General Counsel of the U.S. Department of the Treasury, was a partner at Wilmer Cutler Pickering Hale and Dorr, and clerked for Justice John Paul Stevens (U.S. Supreme Court) and Judge Harry T. Edwards (D.C. Circuit) . As context for incentive alignment, BlackRock delivered record 2024 revenue and operating income with $641B net inflows; the market recognized progress with roughly 26–30% TSR in 2024, and long-term TSR outperformance over 5-, 10-, and 20-year horizons versus the S&P 500 .

Past Roles

External Roles

• None disclosed in the proxy beyond government service and prior private practice .

Fixed Compensation

• Individual detail for Meade is not reported (he is not listed among NEOs in the Summary Compensation Table) .
• Framework: BlackRock positions base salary as a relatively small portion of senior executive total compensation to manage fixed expenses; levels are reviewed against market and responsibilities .

Performance Compensation

BlackRock’s senior executive pay program emphasizes performance alignment with multi-year incentives and structured discretion.

• Weighting framework for Total Incentive Award determinations (applies to NEOs; indicative of senior executive design):

  • Financial performance: 50% (P/E multiple/relative premium, TSR, diluted EPS as adjusted, operating income as adjusted; organic revenue growth; operating margin as adjusted; operating leverage mix metrics) .
  • Business strength: 25% (client delivery, growth with client needs, leadership in changing world) .
  • Organizational strength: 25% (talent pipeline, organizational effectiveness, culture/well-being, corporate sustainability) .

• Long-term incentives:

  • Deferred Equity Bonus (time-vested RSUs): vests ratably over three years following grant .
  • BlackRock Performance Incentive Plan (BPIP) (performance-based RSUs): three-year performance period; number of shares earned based on Organic Revenue Growth and Operating Margin (as adjusted). Payout range 0%–165% of base RSUs; 2020 and 2021 cycles vested at 73.2% and 43.0% of target, respectively .
  • Conversion mechanics for 2024 awards (granted Jan 2025) used $999.36 (avg high/low on 1/16/2025) for RSU conversions (illustrative for NEOs) .

• Clawbacks and forfeitures:

  • Dodd-Frank–compliant clawback for erroneously received incentive-based compensation post-restatement; additional recoupment policy for significant restatements due to employee actions; equity forfeiture upon certain restrictive covenant breaches; minimum one-year vesting for stock-based awards .

Table – Performance Framework and Vesting

Equity Ownership & Alignment

• Stock ownership guidelines: GEC members (senior leadership) must own a target number of shares; until met, they must retain 50% of net after-tax shares from vesting. As of 12/31/2024, all NEOs exceeded the guidelines .
• Hedging/pledging: BlackRock prohibits all employees (including Section 16 officers and directors) from short selling BlackRock securities, pledging BLK as collateral, or entering into hedging transactions that offset economic exposure (except certain M&A-related contractual rights) .
• Beneficial ownership: The proxy discloses individual holdings for directors and NEOs; Meade (not a director or NEO) is not individually itemized in the table. Aggregate for all directors and executive officers (24 persons) totals 3,067,156 shares beneficially owned (1.98% of outstanding) .
• Ownership pressure signals: Time-based RSUs vest over three years and performance RSUs settle after three years, creating periodic potential supply, subject to retention requirements and blackout policies .

Employment Terms

• Contracts: BlackRock discloses “no ongoing employment agreements or guaranteed compensation arrangements with our NEOs” and no single-trigger vesting on CoC (indicative of practice and governance posture; not an individual Meade contract disclosure) .
• Severance: Standard Severance Plan for U.S.-based employees (including NEOs) provides lump sum equal to two weeks of salary per year of service (min 12 weeks, max 54 weeks) for involuntary termination without cause in a RIF/position elimination .
• Equity treatment on separation/CoC (award-type specific):
  • Deferred Equity Bonus RSUs: continue vesting on schedule after an involuntary termination without cause; any portion unvested at 12 months post-termination vests then, subject to non-competition; vest on termination if separation occurs within one year post-CoC; immediate vesting on death .
  • BPIP RSUs: eligible to fully vest at end of performance period (based on goal attainment), subject to non-competition; if terminated without cause within 12 months post-CoC, vest at target; eligible to fully vest on schedule upon death/disability/qualified retirement (based on performance) .
• Non-compete/non-solicit: Continued vesting post-termination is conditioned on non-engagement in competitive activity through vest dates (embedded in award terms) .
• Clawback: Dodd-Frank clawback and additional firm policy, as noted above .

Performance & Track Record (Company Context)

Values retrieved from S&P Global.*

Additional context:

• 2024: record $641B net inflows; revenue up 14% YoY; operating margin (as adjusted) 44.5% (+280 bps); $4.7B capital returned (incl. $1.6B buybacks) .
• 2024 equity performance: Company cites ~26–30% TSR in 2024; multi-horizon TSR outperformance over 5-, 10-, and 20-year periods vs S&P 500 .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay: 59% support; a notable decline from ~93% 10-year average support. BlackRock expanded 2024 outreach to top 50 holders (~65% of shares) with >30 engagements; MDCC emphasized enhanced disclosure and continued pay-for-performance alignment .

Risk Indicators & Red Flags

• No single-trigger CoC vesting; performance equity with rigorous three-year metrics; minimum one-year vesting on equity; clawbacks; prohibition on pledging and hedging; no option repricing or cash buyouts; no tax gross-ups under 280G; no supplemental retirement arrangements for NEOs—all supportive of strong governance and alignment .
• Section 16 reporting: Company indicates timely filings except a technical delay for a CEO Form 4 (platform issue), with pre-market posting next morning .

Compensation Peer Group (Program Context)

• The proxy references use of compensation consultants and competitive pay positioning; peer group referenced in “Peer Group” index item (detail not reproduced here), informing MDCC determinations .

Investment Implications

• Alignment/retention: Multi-year vesting and BPIP performance conditions create meaningful retention hooks and reduce the risk of windfalls; anti-pledging/hedging policies lower forced-selling/overhang risk; equity award design suggests any insider selling pressure would cluster around scheduled vestings after blackout windows .
• Governance quality: No single-trigger CoC, strong clawbacks, and no gross-ups reduce agency risks and parachute optics; standard severance terms (not rich multiples) suggest limited exit optionality, bolstering long-term focus .
• Pay-for-performance: With financial performance weighted at 50% and BPIP tied to Organic Revenue Growth and Operating Margin (as adjusted), realizable pay for senior leaders is sensitive to revenue growth, scale efficiency, and TSR context—supportive of shareholder value creation in expanding private markets and technology franchises .
• Monitoring: Meade’s individual compensation and ownership are not itemized in the proxy (not an NEO or director). For trading signals, monitor Form 4s and scheduled vesting calendars; programmatically, equity vests over three years and performance awards settle after three years, which can inform expected liquidity windows .