Gordon M. Nixon
BlackRockAbout Gordon M. Nixon
Gordon M. Nixon, age 68, is an independent director of BlackRock and has served on the Board since 2015 (9 years of tenure). He is Chair of the Nominating & Governance Committee (NGC), and a member of the Management Development & Compensation Committee (MDCC) and the Executive Committee; his background includes serving as President and CEO of Royal Bank of Canada from 2001–2014, bringing deep financial services, risk management and governance credentials to BlackRock’s Board .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada (RBC) | President & CEO; Director | 2001–2014 | Led a diversified, global financial services institution, delivering experience in risk management, compensation, government/regulatory and corporate governance matters . |
| RBC Capital Markets | Chief Executive Officer | Dec 1999–Apr 2001 | Leadership of RBC’s investment bank (successor to RBC Dominion Securities), strengthening markets expertise . |
| RBC Dominion Securities Inc. | Various operating roles (joined firm) | 1979 onward | Extensive capital markets operating experience . |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| BCE Inc. | Chairman of the Board; Director | Director since 2014; Chairman since 2016 | Current public company board; telecom sector leadership and governance . |
| George Weston Limited | Lead Director; Director | Director since 2014; Lead Director since 2021 | Consumer/retail holding company; board leadership . |
| KingSett Capital | Advisory Board Member | Current | Private real estate investment firm; advisory capacity . |
Board Governance
- Independence: The Board determined in March 2025 that Nixon is “independent” under NYSE listing standards and that none of his relationships with BlackRock are material; overall, 83% of the Board (15 of 18 directors) is independent if all nominees are elected .
- Committee assignments: NGC Chair; MDCC member; Executive Committee member—positions central to board refreshment, policy oversight, director nominations, executive pay framework, and board effectiveness .
- Attendance and engagement: The Board met 10 times in 2024; each director attended at least 75% of Board and applicable Committee meetings. Committee meetings held in 2024: Audit 15; MDCC 8; NGC 6; Risk 6; Executive 3 .
- NGC scope (as Chair): Oversees director recruitment/nomination, Board/Committee performance reviews, governance policies and guidelines, shareholder engagement and proposals, stewardship and sustainability programs, related persons transaction policy, and public policy/philanthropy oversight .
Fixed Compensation
| 2024 Director Pay – Gordon M. Nixon | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 133,744 | Nixon elected to receive common stock in lieu of $133,744 of retainers, aligning with equity ownership . |
| Stock Awards (Deferred Stock Units) | 239,648 | Annual equity grant valued at $240,000 for independent directors (reported at $239,648 grant-date fair value) . |
| Total | 373,391 | Sum of 2024 director compensation elements . |
| Director Compensation Program Elements (2024) | Cash/Equity | Key Terms |
|---|---|---|
| Annual Retainer | $85,000 for first three quarters; $100,000 for Q4 (blended $88,750 shown) | Paid quarterly in arrears; directors may elect common stock or DSUs in lieu of cash . |
| Committee Annual Retainers (Chair/Member) | Audit $40,000/$25,000; MDCC $30,000/$15,000; NGC $30,000/$15,000; Risk $30,000/$15,000 | Paid quarterly; new directors rotating through committees receive one general committee retainer . |
| Lead Independent Director Retainer | $100,000 | Paid quarterly . |
| Annual Equity Grant (Independent Directors) | $240,000 DSUs (Jan 2024 grants) | Vests upon election/re-election at annual meeting; settles at earlier of third anniversary or upon leaving the Board . |
| Ownership Guideline | $500,000 within 5 years | All directors have met or are on track to meet . |
| 2025 Program Update | Annual Retainer increased to $100,000; Annual Equity Grant increased to $250,000 (from Jan 2025 grants) | Based on Semler Brossy market study; preserves emphasis on deferred equity . |
Performance Compensation
| Equity Award Feature | Detail | Notes |
|---|---|---|
| Instrument | Deferred Stock Units (DSUs) | Annual grant to independent directors . |
| Grant Value (2024 cycle) | $240,000 | Granted January 2024 . |
| Vesting | Upon election/re-election at annual meeting | Vested at May 15, 2024 annual meeting . |
| Settlement | Earlier of third anniversary of grant or cessation from Board | Settled in BLK common stock; optional installment schedule . |
| Performance Conditions | None disclosed for director DSUs | No performance metrics (e.g., TSR, revenue) stated for director equity . |
Other Directorships & Interlocks
| Board/Committee Interlocks | Disclosure |
|---|---|
| MDCC Interlocks & Insider Participation | MDCC members in 2024: Daley, Mills, Ford (Chair), Nixon, Slim, Wilson; no member was a BlackRock officer/employee; no related-person transactions requiring disclosure; no cross-committee interlocks with other issuers as defined were reported . |
Expertise & Qualifications
- Skills/experience matrix: Senior Executive & Corporate Governance; Financial Services; Global Business; Public Policy & Government/Regulatory Affairs; Risk Management & Compliance; Sustainability—reflecting leadership of a global bank and extensive governance work .
- Board contributions: In-depth knowledge of North American markets; oversight in highly regulated environments; risk, compensation, and governance insight leveraged through NGC chairmanship and MDCC service .
Equity Ownership
| Ownership (as of Mar 28, 2025) | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 4,298 | Below 1% of shares outstanding; percent column marked “*” (<1%) . |
| DSUs/Options Vesting within 60 days | 873 | Included in total beneficial plus near-term vesting . |
| Total (Beneficial + Near-term DSUs/Options) | 5,171 | Composition per SEC beneficial ownership rules . |
| Outstanding Deferred Stock Units (Dec 31, 2024) | 4,091 | DSUs held as of year-end across historical director grants . |
| Shares Outstanding (BLK) | 155,022,282 | Reference denominator for ownership . |
| Director Ownership Guideline | $500,000 target within five years | All directors met or are on track . |
Governance Assessment
- Board effectiveness: Nixon’s NGC chair role places him at the center of director selection, governance policy, stewardship/sustainability oversight, related-person transactions review, and shareholder engagement—key levers for board quality and investor confidence .
- Compensation oversight and alignment: As an MDCC member, he participates in executive pay frameworks; as a director, he elected to take retainer in stock, and holds DSUs, evidencing equity alignment; director program emphasizes deferred equity and ownership requirements, with updates guided by an independent consultant (Semler Brossy) to maintain market competitiveness .
- Independence and conflicts: The Board affirmed his independence; MDCC disclosures report no interlocks or related-person transactions requiring disclosure; the NGC’s categorical standards and policy oversight further mitigate conflict risk .
- Attendance and engagement: The Board and committees met frequently in 2024, and all directors met the 75% attendance threshold; directors also attended the 2024 annual meeting, supporting governance engagement .
RED FLAGS: None disclosed regarding related-party transactions, MDCC interlocks, low attendance, or director-specific pay anomalies for Nixon in the 2025 proxy. External chair/lead-director responsibilities (BCE, George Weston) are notable for time commitments, but the Board’s independence review concluded no material relationships under NYSE standards .