Fabrizio Freda
BlackRockAbout Fabrizio Freda
Independent Director at BlackRock (BLK), age 67, serving since 2012 (12 years of tenure). Currently a member of the Nominating & Governance Committee (NGC) and deemed independent by the Board under NYSE standards. Former President and CEO of The Estée Lauder Companies Inc. (ELC) through December 2024; since January 2025 serves as Special Advisor to ELC. Brings senior executive experience in product strategy, innovation, global branding, and technology to BlackRock’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies Inc. | President & CEO; Director | 2009 – Dec 2024 | Provided perspectives on marketing, strategy, and innovation for a global consumer company |
| The Estée Lauder Companies Inc. | President & COO | Mar 2008 – Jul 2009 | Senior operating leadership at a multinational prestige brands company |
| Procter & Gamble Company | Various senior positions | 20 years (dates not specified) | Senior roles in global consumer operations and brand management |
| Gucci SpA | Directed marketing & strategic planning | 1986 – 1988 | Luxury brand marketing and strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Estée Lauder Companies Inc. | Director | 2009 – 2024 | Past public company directorship within last 5 years |
| Georgetown University McDonough School of Business | Advisory Board, Global Business Initiative | N/A | Ongoing advisory role |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee (NGC); NGC chaired by Gordon M. Nixon; other members include William E. Ford, Murry S. Gerber, Cheryl D. Mills, Amin H. Nasser, Kristin C. Peck .
- Independence: Board determined Freda is “independent” and that no relationships between him and BlackRock are material under NYSE standards .
- Attendance and engagement: The full Board met 10 times in 2024; every director attended at least 75% of Board and applicable Committee meetings; directors are encouraged to attend the Annual Meeting—those nominated for re-election in 2024 attended .
- Committee activity levels (2024): Audit (15 meetings), MDCC (8), NGC (6), Risk (6), Executive (3) .
- Related party oversight: NGC oversees BlackRock’s Related Persons Transaction Policy (all transactions >$120,000 with directors/executives require review/approval) .
Fixed Compensation
- Program structure: Independent directors received annual retainer (blended $85,000 for Q1–Q3 and $100,000 in Q4 of 2024), plus Committee retainers (Audit: Chair $40,000/Member $25,000; MDCC/NGC/Risk: Chair $30,000/Member $15,000); Lead Independent Director receives $100,000. Directors may elect to receive retainers in stock or deferred stock units .
- 2025 updates: Annual Board retainer increased to $100,000; Annual Equity Grant to $250,000 starting January 2025; prorated initial equity grants for mid-year appointments; ownership requirement remains $500,000 within five years .
2024 Director Compensation (Freda)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 103,596 |
| Stock Awards (DSUs grant-date fair value) | 239,648 |
| Total | 343,243 |
Notes:
- Elected to receive common stock in lieu of $103,596 of retainers (alignment signal) .
- Annual retainer and Committee retainer elections permitted in stock/DSUs .
Performance Compensation
- Annual Equity Grant (2024): Deferred stock units valued at $240,000; 300 DSUs per director; grants vested upon election/re-election at the May 15, 2024 Annual Meeting; settlement in common stock on earlier of third anniversary of grant or cessation of Board service (installment elections permitted) .
- 2025 change: Annual Equity Grant increased to $250,000 beginning January 2025 (still DSUs) .
- No performance-based metrics (TSR, revenue, ESG) apply to director equity; equity is time/tenure-based and tied to service/vesting conditions .
Equity Grant Features (Directors)
| Feature | 2024 Terms | 2025 Update |
|---|---|---|
| Grant type | Deferred stock units (DSUs) | Deferred stock units (DSUs) |
| Grant value | $240,000 | $250,000 |
| Units | 300 DSUs | N/A (value-based) |
| Vesting | Upon election/re-election (May 15, 2024) | Upon election/re-election (annual meeting timing) |
| Settlement | Earlier of third anniversary or upon Board exit; lump sum or 5 annual installments | Same |
Other Directorships & Interlocks
| Company | Role | Years | Interlocks/Notes |
|---|---|---|---|
| The Estée Lauder Companies Inc. | Director | 2009 – 2024 | Only public company directorship in last 5 years for Freda; Board considers ordinary-course relationships non-material under NYSE standards |
- MDCC interlocks: None disclosed; MDCC members in 2024 had no related-person transactions requiring disclosure; no cross-committee interlocks with BlackRock executives noted .
Expertise & Qualifications
- Senior Executive & Corporate Governance; Branding & Marketing; Global Business; Public Policy & Government/Regulatory Affairs; Sustainability; Technology (skills matrix for Freda) .
- Qualifications highlighted by BlackRock: Extensive product strategy, innovation, and global branding experience; former CEO experience provides perspectives on marketing, strategy, and innovation relevant to BlackRock .
Equity Ownership
Beneficial Ownership of BlackRock Common Stock (as of March 28, 2025)
| Metric | Value |
|---|---|
| Common shares owned | 7,009 |
| Percent of outstanding | <1.0% |
| Deferred/restricted stock units and stock options (vesting within 60 days) | 873 |
| Total (SEC beneficial ownership basis) | 7,882 |
Additional Detail
- Outstanding DSUs as of Dec 31, 2024: 911 .
- Stock ownership guideline for directors: Must own $500,000 of BLK shares within five years of joining the Board; all directors met or are on track .
Governance Assessment
- Alignment: Elected to receive retainers in stock ($103,596), indicating share-based alignment; annual DSU grants vest upon shareholder election, reinforcing accountability to investors .
- Independence & conflicts: Board determined Freda is independent; NGC/Board reviewed relationships and found none material under NYSE standards. NGC oversees related-person transaction approval for any >$120,000 arrangements, reducing conflict risk .
- Engagement & effectiveness: Board met 10 times in 2024; all directors met at least 75% attendance thresholds; directors attended the 2024 Annual Meeting; NGC met 6 times, reflecting active governance oversight where Freda serves .
- Compensation mix: Director pay emphasizes equity via DSUs ($240,000 in 2024; increased to $250,000 in 2025) with a relatively modest cash retainer, supporting long-term alignment; Freda’s total 2024 director compensation was $343,243 .
- RED FLAGS: None disclosed—no related-person transactions tied to Freda, no pledging of BLK shares disclosed, no attendance shortfalls noted .
Implications: Freda’s independence determination, service on the NGC (which oversees related-party policy), and equity-heavy compensation/ownership posture are supportive of investor confidence. Ongoing advisory ties to ELC are disclosed and assessed under BlackRock’s independence standards with no material conflicts found, but remain a monitoring point given BlackRock’s broad market relationships .