Kathleen Murphy
BlackRockAbout Kathleen Murphy
Kathleen Murphy (age 62) is an independent director nominee for BlackRock’s Board, with 0 years of tenure as of the proxy record date. She brings senior leadership experience from Fidelity Investments (President, Personal Investing) and Voya Financial, with expertise in wealth management, corporate governance, branding/marketing, and public policy/regulatory affairs . The Board determined she is “independent” under NYSE listing standards after reviewing potential relationships and transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Investments | President, Personal Investing | 2009–2021 | Led U.S. retail investing platform; senior leadership in wealth management |
| Fidelity Investments | Senior Advisor to CEO | 2022 until retirement | Strategic advisory to CEO; transition oversight |
| Voya Financial (formerly ING U.S.) | CEO, ING U.S. Wealth Management Services; President, ING U.S. Institutional Businesses; General Counsel & Chief Administrative Officer to CEO | 2000–2008 | End-to-end leadership across retail wealth and institutional businesses; legal and administrative oversight |
| Aetna, Inc. | General Counsel & Chief Compliance Officer, Aetna Financial Services; other roles in law, government and public affairs | Not disclosed | Governance, compliance, and regulatory alignment in financial services |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Prudential Financial, Inc. | Director | 2023–2025 | Not disclosed in BLK proxy |
Board Governance
- Independence: The Board determined Murphy is independent; no material relationships under NYSE standards after NGC review of relationships and transactions .
- Committee assignments: None specified as of the 2025 proxy; new directors undergo orientation and rotate through committees shortly after joining .
- Engagement: BlackRock holds executive sessions at every regularly scheduled Board meeting (seven in 2024) led by the Lead Independent Director; new directors receive an onboarding program with exposure to all standing committees and management presentations .
- Attendance: For 2024, each sitting director attended at least 75% of Board and applicable committee meetings; Murphy was not a director in 2024, so no attendance record applies .
Fixed Compensation
| Element | 2024 Program (paid quarterly; annualized where noted) | 2025 Update | Notes |
|---|---|---|---|
| Board Annual Retainer | $85,000 for Q1–Q3; $100,000 for Q4 | Annual Retainer increased to $100,000 (effective Oct 1, 2024, continues forward) | Directors may elect BlackRock common stock in lieu of cash for retainers |
| Annual Equity Grant (DSUs) | $240,000 in DSUs; granted Jan 2024; vests upon election/re-election; settles on earlier of 3rd anniversary or separation | Increased to $250,000 beginning with Jan 2025 grants | Settlement may be lump sum at separation or 5 annual installments per director election |
| Lead Independent Director Retainer | $100,000 | Unchanged | — |
| Committee Chair Retainers | Audit $40,000; MDCC $30,000; NGC $30,000; Risk $30,000 | Unchanged | — |
| Committee Member Retainers | Audit $25,000; MDCC $15,000; NGC $15,000; Risk $15,000 | Unchanged | New directors rotating through standing committees receive one general committee retainer |
| Stock Ownership Guideline | $500,000 minimum within 5 years of joining Board | Unchanged | All directors have met or are on track overall; individual compliance for new nominees tracked by MDCC |
Performance Compensation
- Independent directors at BLK receive fixed cash/equity retainers and DSUs; no performance-based options or PSUs are disclosed for directors in the proxy’s director compensation section .
- Program emphasizes long-term alignment via deferred equity, not formulaic financial performance metrics for directors .
Other Directorships & Interlocks
| Company | Relationship to BLK | Notes |
|---|---|---|
| Prudential Financial, Inc. | External board (Murphy, 2023–2025) | No BLK-related transactions disclosed for Murphy; NGC independence review did not identify material relationships for Murphy . |
The proxy notes that ordinary-course relationships with companies employing directors may occur and are assessed under categorical independence standards; specified examples reviewed included Fleming, Robbins, and Vestberg, not Murphy .
Expertise & Qualifications
- Senior Executive & Corporate Governance; Financial Services; Branding & Marketing; Public Policy & Government/Regulatory Affairs .
- Wealth and retail investing domain leadership (Fidelity Personal Investing) and institutional experience (ING/Voya) .
Equity Ownership
| Holder | Amount of Beneficial Ownership of Common Stock | Percent of Common Stock Outstanding | Deferred/Restricted Stock Units and Stock Options (vested or vesting within 60 days) | Total |
|---|---|---|---|---|
| Kathleen Murphy | — | * (<1%) | — | — |
As of March 28, 2025, Murphy had no reported BLK common stock or DSUs/options. New independent directors must reach $500,000 ownership within five years per guideline .
Governance Assessment
- Strengths: Independent status affirmed; deep wealth/retail investing expertise; programmatic director pay structure heavily weighted to deferred equity (DSUs) to align long-term interests; formal orientation and committee rotation supports engagement .
- Alignment: Ownership guideline ($500,000 within five years) will drive “skin-in-the-game” over time; directors may elect to receive retainers in stock, increasing alignment .
- Conflicts/Related Parties: No Murphy-specific related party transactions disclosed; NGC’s independence review did not find material relationships for Murphy .
- Attendance/Engagement Signals: Board conducts executive sessions each meeting; all sitting directors in 2024 met attendance thresholds; Murphy’s engagement expected via orientation and committee rotation post-election .
- RED FLAGS: None disclosed specific to Murphy. Watch items include initial lack of BLK share ownership (common for new nominees) and monitoring for any future interlocks or ordinary-course relationships with prior affiliations; BLK policies and NGC oversight mitigate materiality risks .