Gregory J. Fleming
BlackRockAbout Gregory J. Fleming
Gregory J. Fleming (age 62) is an independent director nominee to BlackRock’s Board; he is President & CEO of Rockefeller Capital Management (since 2018) and previously was President of Morgan Stanley Wealth Management and Morgan Stanley Investment Management, and President & COO of Merrill Lynch (2007–2009) after joining Merrill in 1992; he earlier worked at Booz Allen Hamilton . He previously served on BlackRock’s Board from 2006 to 2009 (as a Merrill Lynch designee), and the Board determined in March 2025 that he qualifies as “independent” under NYSE standards notwithstanding ordinary-course business relationships between BlackRock and his employer, with amounts below the greater of $1 million or 2% revenue thresholds in each of the past three years . As of March 28, 2025, he reported beneficial ownership of 0 shares of BlackRock common stock; his initial Form 3 filed May 23, 2025 likewise reported 0 shares .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Rockefeller Capital Management | President & CEO | 2018–present | Leadership in wealth and asset management; brings client-facing and private markets perspective to BLK . |
| Morgan Stanley | President, Morgan Stanley Wealth Management; President, Morgan Stanley Investment Management | Not disclosed (post-2010) | Deep distribution and product expertise across WM/IM . |
| Merrill Lynch | President & COO; previously led Global Investment Banking | 2007–2009 (President & COO); joined 1992 | Large-scale financial-services operating and M&A experience . |
| Booz Allen Hamilton | Principal | Not disclosed | Strategy/operations background . |
| BlackRock, Inc. | Director (Merrill Lynch designee) | 2006–2009 | Prior BLK board experience . |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Yale Law School Center for the Study of Corporate Law | Board of Advisors (member) | Academic advisory role . |
| Council on Foreign Relations | Member | Policy/geo-economic forum . |
| Economic Club of New York | Member | Business policy forum . |
| Deerfield Academy | Trustee | Education governance . |
| Turn 2 Foundation | Resource Council member | Non-profit engagement . |
| Millennium Management Group Trust | Trustee | Fiduciary/oversight role . |
Board Governance
- Independence status: The Board (upon NGC recommendation) determined Mr. Fleming is independent under NYSE rules; it considered transactional relationships between BlackRock and employers of certain nominees (including Fleming) and concluded amounts were ordinary-course and below the greater of $1 million or 2% revenue thresholds in each of the previous three years, thus not material .
- Committee assignments: The proxy’s “effective following the Annual Meeting” matrix shows no committee assignment specified yet for Mr. Fleming (entries blank), indicating assignments are pending Board determination after the meeting; NGC actively manages committee rotation to refresh perspectives .
- Board structure context: BLK has five standing committees (Audit; Management Development & Compensation (MDCC); Nominating & Governance (NGC); Risk; Executive), with 2024 meetings as follows: Audit 15, MDCC 8, NGC 6, Risk 6, Executive 3; full Board met 10 times in 2024 (Fleming was not then a director) .
- Director onboarding/engagement: New directors rotate through committees and receive management briefings; directors have open access to management and continuing education opportunities .
Fixed Compensation (Independent Directors)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $85,000 annualized for first three quarters of 2024, increased to $100,000 effective October 1, 2024; paid quarterly in arrears . |
| Committee retainers (annual) | Audit: Chair $40,000; Member $25,000. MDCC/NGC/Risk: Chair $30,000; Member $15,000 . |
| Lead Independent Director retainer | $100,000 (annual) . |
| Director equity (annual) | Deferred stock units (DSUs) valued at $240,000 in Jan 2024; increased to $250,000 beginning with January 2025 grants . |
| Equity vesting/settlement | 2024 DSUs vested upon election/re-election at May 15, 2024 AGM; settlement generally on earlier of third anniversary of grant or departure. Directors may elect DSUs and retainers in stock/DSUs and choose lump-sum at departure or 5 annual installments . |
| Payment timing | Retainers paid Jan/Apr/Jul/Oct for prior quarter service . |
| Ownership guideline | Minimum $500,000 in BLK shares within 5 years of joining the Board . |
Notes: The MDCC reviewed market data (Semler Brossy) and approved the 2024–2025 program changes (retainer to $100k; DSU grant to $250k; proration for directors appointed between AGM and Nov 30) .
Performance Compensation
| Feature | Structure |
|---|---|
| Performance-conditioned pay | None for independent directors; the largest portion is time-based DSUs to align with shareholders . |
| Metrics/targets | Not applicable to director pay; DSUs vest on service/election, not on financial or TSR goals . |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards (past 5 years) | None disclosed for Mr. Fleming . |
| MDCC interlocks | 2024 MDCC had no interlocks requiring disclosure; Mr. Fleming was not on the MDCC in 2024 . |
Expertise & Qualifications
- Skills designated by BLK for Mr. Fleming: Senior Executive & Corporate Governance; Financial Services; Global Business; Public Company & Financial Reporting; Risk Management & Compliance .
- Prior BLK board service (2006–2009) provides firm-specific context and experience with BLK’s strategy and industry dynamics .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 0 shares as of March 28, 2025 . |
| Percent of outstanding | Below 1% (table denotes “*”) . |
| Deferred/restricted stock units and options | None disclosed as of March 28, 2025 . |
| Section 16 filing | Form 3 filed May 23, 2025: 0 shares reported . |
| Ownership guideline | Must reach $500,000 within 5 years of joining the Board . |
Insider filings
| Date | Form | Reported holdings |
|---|---|---|
| 2025-05-23 | Form 3 | 0 shares of common stock . |
Governance Assessment
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Strengths/positive signals
- Deep wealth/asset management and investment banking leadership; relevant to BLK’s strategic growth areas (ETFs, wealth, alternatives) and distribution channels .
- Prior BLK board tenure (2006–2009) supports faster onboarding and institutional knowledge .
- Independence affirmed despite ordinary-course business relationships between BLK and his employer; transactions evaluated under quantitative thresholds and deemed not material .
- Director pay emphasizes equity via DSUs and meaningful ownership guidelines, aligning incentives with long-term shareholder value .
-
Watch items/RED FLAGS
- Zero BLK share ownership at entry (as of Mar 28, 2025; Form 3 also 0) means ownership alignment will build over time; monitor progress toward the $500,000 guideline within five years .
- Potential related-party exposure: Rockefeller Capital Management does business with BLK; while reviewed and not material under NYSE standards, ongoing monitoring of ordinary-course transactions and any future expansions is advisable .
- No committee assignment designated in the proxy; influence and oversight leverage will depend on post-election committee placement (Audit, Risk, MDCC, or NGC) .
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Independence, attendance, engagement
- Independent under NYSE standards; Board maintains robust governance, investor outreach, and director onboarding; attendance metrics for 2024 (≥75% for each director) apply to incumbents—Fleming was a 2025 nominee .