Hans E. Vestberg

About Hans E. Vestberg

Hans E. Vestberg (age 59) is an independent director of BlackRock, serving since 2021, and is the CEO (since 2018) and Chairman (since March 2019) of Verizon Communications Inc. He serves on BlackRock’s Audit and Risk Committees and brings deep technology, global operations, and public company reporting expertise, including qualification as an “audit committee financial expert.” He has lived and worked in China, Chile, Brazil, Mexico, the U.S., and Sweden, aligning with BlackRock’s global footprint .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Vestberg is independent under NYSE rules. The NGC considered that his employer does business with BlackRock, but all such transactions were ordinary course and below the greater of $1 million or 2% of either party’s revenues over the prior three years; independence affirmed .
• Committees: Audit Committee member; Risk Committee member. The Board has determined all Audit Committee members are independent, financially literate, and—except Ms. Johnson—qualify as “audit committee financial experts,” implying Vestberg meets the SEC “financial expert” criteria .
• Attendance and engagement: The full Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings. 2024 committee meetings: Audit 15; MDCC 8; NGC 6; Risk 6; Executive 3. All directors serving and nominated in 2024 attended the 2024 Annual Meeting .
• Expertise alignment: Marked strengths in Senior Executive & Corporate Governance, Branding & Marketing, Global Business, Public Company & Financial Reporting, Sustainability, and Technology .

Fixed Compensation

Update effective Oct 1, 2024: Annual Board retainer increased to $100,000; Annual Equity Grant increased to $250,000 starting with Jan 2025 grants; prorated initial equity for mid-year appointees—maintains equity emphasis .

Performance Compensation

• No performance metrics apply to director equity; awards are time-based deferred stock units designed for alignment, not pay-for-performance testing for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated strengths: Senior Executive & Corporate Governance; Branding & Marketing; Global Business; Public Company & Financial Reporting; Sustainability; Technology .
• Audit Committee “financial expert”: All Audit members except Ms. Johnson qualify as SEC “financial experts,” which includes Vestberg .

Equity Ownership

Additional director equity context:

• Outstanding deferred stock units (DSUs) as of Dec 31, 2024: Vestberg held 1,472 DSUs (separate from the 60-day test in the beneficial ownership table) .
• Stock ownership guideline: Directors must own at least $500,000 in BLK shares within five years; all directors have met or are on track to meet the guideline .
• Hedging/pledging: BLK prohibits directors from hedging or pledging BLK securities and from holding BLK securities in margin accounts (mitigates alignment and liquidity-risk concerns) .

Governance Assessment

• Board effectiveness: Vestberg contributes current operator perspective from running a global, regulated, technology-intensive business and is positioned on Audit and Risk, the two most critical oversight committees for BLK’s business model and cyber/operational risks. His SEC “financial expert” status strengthens Audit oversight .
• Independence and conflicts: Verizon has ordinary-course business with BlackRock, but transactions remain below quantitative thresholds; the Board concluded the relationship is not material and reaffirmed Vestberg’s independence (mitigating conflict risk) .
• Engagement and attendance: Board-level disclosure indicates directors met the ≥75% attendance threshold and attended the 2024 Annual Meeting; committee cadence (Audit 15; Risk 6) suggests meaningful time commitments, which Vestberg met at least at the policy threshold .
• Incentive alignment: Director pay mix is equity-heavy via DSUs with multi-year settlement, and he elected to receive a portion of retainers in stock (fees include stock elections), signaling alignment. Prohibitions on hedging/pledging further support long-term alignment .

Red flags and watch items:

• No pledging/hedging (mitigates a common red flag) .
• No Vestberg-specific related-party transactions disclosed; the general Verizon-BLK commercial relationships are ordinary course and below thresholds, but remain a standing watch item for any scope/terms changes (Board reviews annually) .
• Time commitments: He is a sitting CEO and BLK director. BLK policy caps NEOs at ≤2 public boards including BLK; Vestberg’s external public company board service is limited to Verizon, consistent with policy .

Director Compensation (2024)

Program structure and rates:

• 2024 elements: Annual retainer (blended $88,750), annual equity grant $240,000 in DSUs, committee retainers (Audit member $25,000; Risk member $15,000); directors may elect stock in lieu of cash retainers .
• 2025 updates: Annual retainer increased to $100,000; annual equity grant increased to $250,000; prorated initial equity for mid-year appointees .

Related Party Transactions & Policies

• Related person transaction review: The NGC/Board must approve transactions >$120,000 involving directors; they consider independence impact and market terms. No Vestberg-specific RPTs disclosed .
• Policy restrictions: Prohibition on hedging/pledging of BLK securities by directors (reduces conflict/misalignment risk) .

Equity Ownership & Alignment Policies

Other Notes

• Committee meeting totals (2024): Audit (15), MDCC (8), NGC (6), Risk (6), Executive (3) .
• Board size/independence: 18 nominees; 15 independent (83%) .
• Executive sessions of non-management directors: Held at every regular Board meeting; 7 sessions in 2024 (Led by Lead Independent Director) .

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