Laurence D. Fink
BlackRockAbout Laurence D. Fink
Laurence D. Fink (age 72) is Chairman and Chief Executive Officer of BlackRock and Chair of the Board’s Executive Committee; he has served as a director since 1999 and co‑founded BlackRock in 1988 after serving as a Managing Director and member of the Management Committee at The First Boston Corporation . Under his leadership, BlackRock delivered record 2024 results: revenue +14% y/y to $20.4B, operating income (as adjusted) +23%, EPS (as adjusted) +15%, operating margin (as adjusted) +280 bps to 44.5%, and 29% TSR in 2024; 5‑year TSR was 131% through year‑end 2024 . 2024 NEO pay decisions emphasized long‑term incentives, with Mr. Fink’s Total Annual Compensation outcome of $36.7M reflecting a “Far Exceeds” performance assessment and inclusion of a new CEO Carry Incentive tied to private markets growth .
BlackRock financials context:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 17,859,000,000 * | 20,407,000,000 * |
| EBITDA ($) | 6,773,000,000* | 8,207,000,000* |
Values retrieved from S&P Global.
Notes: AUM and margin metrics referenced in proxy are “as adjusted.” See company disclosures for definitions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The First Boston Corporation | Managing Director; Member, Management Committee | Prior to 1988 | Capital markets experience and senior leadership foundation before co‑founding BlackRock |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Other public company directorships in past 5 years: None |
Fixed Compensation
Multi‑year summary compensation (SEC SCT):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,500,000 | 1,500,000 | 1,500,000 |
| Bonus (cash) | 7,250,000 | 7,900,000 | 10,567,500 |
| Stock awards (grant‑date fair value) | 23,250,554 | 16,449,974 | 18,150,103 |
| All other compensation | 725,555 | 1,089,500 | 550,943 |
| Total | 32,726,109 | 26,939,474 | 30,768,546 |
Notes: SCT reports equity in year granted and cash in year earned .
Performance Compensation
- Total annual compensation structure: More than 90% of NEO pay is performance‑based and at‑risk; awards are determined using weighted performance areas (50% financial performance; 25% business strength; 25% organizational priorities). CEO awards are delivered via cash bonus, deferred equity bonus (time‑vested RSUs), BPIP (performance‑based RSUs), and CEO Carry Incentive .
2024 outcome (determined early 2025):
| Component | Amount ($) |
|---|---|
| Base salary | 1,500,000 |
| Annual cash bonus | 10,567,500 |
| Deferred equity bonus (RSUs) | 7,500,000 |
| BPIP (performance RSUs) | 17,100,000 |
| Total Annual Compensation | 36,667,500 |
- Deferred equity (RSUs): vests one‑third annually over three years beginning Jan 31 following grant; dividends on vested RSUs are paid at vesting .
- BPIP (BlackRock Performance Incentive Plan): 3‑year performance RSUs with payout matrix based on 3‑yr average annual Organic Revenue Growth and Operating Margin (as adjusted); 0–165% payout range .
BPIP structure and rigor:
| Item | Detail |
|---|---|
| 2024 BPIP performance period | 2025–2027 |
| Target performance | $700m 3‑yr avg. annual Organic Revenue Growth and 43.5% 3‑yr avg. Operating Margin (as adjusted) → 100% payout |
| Maximum performance | ≥$1,000m Organic Revenue Growth and ≥46.5% Operating Margin (as adjusted) → 165% payout |
| Recent BPIP vesting outcomes | 2020 BPIP: 73.2%; 2021 BPIP: 43.0% (3‑yr period ended 12/31/2024) |
CEO Carry Incentive (private markets‑linked, approved Feb 2025):
- Recurring, annually determined carried interest allocation; 100% at‑risk with multi‑year fund performance hurdles (generally >5–8% preferred return); 3‑year ratable vesting; subject to holdback and clawback .
- 2024 allocation tied to a composite of ten “flagship‑type” funds across infrastructure, private debt, private equity, and real estate that collectively are expected to generate >$500m in advisory fees over their lives (before further organic growth and carry for BlackRock if performance is strong) .
Equity Ownership & Alignment
- Beneficial ownership (as of March 28, 2025): 290,327 shares of common stock; percent of outstanding: under 1% (BlackRock had 155,022,282 shares outstanding). Deferred/restricted units and options vesting within 60 days: 13,359 .
- All NEOs exceeded stock ownership guidelines as of Dec 31, 2024 .
- Hedging/pledging prohibited: Section 16 officers and directors cannot pledge BLK shares or hedge BLK equity; margin accounts prohibited .
Outstanding equity awards (unvested) at 12/31/2024 (select CEO lines):
| Grant date | Award type | Units (#) | Market value ($) |
|---|---|---|---|
| 1/18/2022 | Deferred equity (RSUs) | 1,943 | 1,991,789 |
| 1/18/2022 | BPIP (PRSUs) | 9,509 | 9,747,771 |
| 1/17/2023 | Deferred equity (RSUs) | 3,362 | 3,446,420 |
| 1/17/2023 | BPIP (PRSUs) | 17,506 | 17,945,576 |
| 1/16/2024 | Deferred equity (RSUs) | 6,259 | 6,416,163 |
| 1/16/2024 | BPIP (PRSUs) | 24,067 | 24,671,322 |
Insider transactions (open‑market, 2024–2025):
| Date | Type | Shares | Avg price ($) | Value ($) | Source |
|---|---|---|---|---|---|
| 02/28/2024 | Sale | 30,978 | 809.92 | 25,089,571 | https://www.sec.gov/Archives/edgar/data/1364742/000112760224007969/xslF345X03/form4.xml |
| 05/20/2024 | Sale | 30,978 | 807.29 | 25,008,124 | https://www.secform4.com/insider-trading/1059245.htm |
| 08/06/2024 | Sale | 29,450 | 843.25 | 24,833,598 | https://www.streetinsider.com/SEC+Filings/Form+4+BlackRock+Inc.+For%3A+Aug+06+Filed+by%3A+FINK+LAURENCE/23575871.html |
| 12/04/2024 | Sale | 48,700 | ~1,036 | 50,441,711 | http://pdf.secdatabase.com/1243/0001127602-24-028809.pdf |
| 04/29/2025 | Sale | 16,485 | 917.18 | 15,119,634 | https://www.sec.gov/Archives/edgar/data/2012383/000112760225012970/0001127602-25-012970-index.htm |
| 07/24–25/2025 | Sale (16 trades) | 26,882 | 1,120–1,130 | ~30,207,026 | https://www.sec.gov/Archives/edgar/data/2012383/000112760225019608/xslF345X03/form4.xml |
Notes: Some filings include gifts and ownership updates; no pledging permitted by policy . Open‑market sales in 2024–2025 were frequent and sizable; filings do not indicate a 10b5‑1 plan for the July 2025 transactions (weighted‑average sale prices disclosed) https://www.sec.gov/Archives/edgar/data/2012383/000112760225019608/xslF345X03/form4.xml.
Employment Terms
- Contracts: NEOs (including CEO) have no individual employment, severance, or change‑in‑control agreements .
- Severance plan: If terminated by BlackRock other than for cause in conjunction with a reduction in force/position elimination, CEO would be eligible for severance of $1,557,692 (assuming 12/31/2024 termination), subject to release and 1‑year non‑solicit of clients/employees .
- Treatment of awards upon termination/CIC:
- RSUs (deferred equity): continue vesting; any unvested portion vests at 1‑year post‑termination (subject to non‑compete); vest at termination if within 1 year after a CIC .
- BPIP (PRSUs): remain eligible to vest based on performance; vest at target if termination within 12 months after a CIC; unvested awards forfeited upon voluntary resignation or termination for cause .
- CEO Carry Incentive: unvested forfeited upon involuntary termination without cause; special treatment for qualified retirement (1 year continued vesting); full acceleration for death/disability .
- Clawbacks: Dodd‑Frank compliant recovery policy for erroneously received incentive comp; longstanding “standing” clawback for fraud/willful misconduct causing significant restatement; forfeiture for restrictive covenant breaches and “cause.” Policies extend beyond minimum requirements and explicitly cover time‑based equity .
- Hedging/pledging: Prohibited for all employees and directors; no margin accounts; no hedges .
- Deferred compensation: CEO participates in Voluntary Deferred Compensation Plan; 2024 aggregate earnings $4,511,156; aggregate year‑end balance $28,540,129 .
Board Governance
- Board roles: CEO and Chairman (combined); Executive Committee Chair . Director since 1999; tenure 25 years; age 72 .
- Combined CEO/Chair rationale and mitigants: The Board annually reviews leadership structure and has appointed a Lead Independent Director (Murry S. Gerber, serving since 2017) with significant authority (agenda approval, executive session leadership, liaison role, shareholder engagement) . Executive sessions of non‑management directors were held at every regular meeting; seven executive sessions in 2024 .
- Independence: If all nominees are elected, ~83% of the Board are independent (15 of 18 directors) .
- Committee memberships: Fink serves on the Executive Committee (Chair); he is not listed on Audit, MDCC, NGC, or Risk .
- Director compensation: Employee directors (including Fink) receive no director fees or equity for Board service .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 59% (well below ~90% 10‑year average); extensive 2024 outreach to top 50 holders (~65% of shares outstanding) and >30 engagements informed program refinements .
- Response and 2024 outcomes: Enhanced disclosure of MDCC’s use of discretion, no one‑time awards in 2024, and introduction of an annually determined CEO Carry Incentive aligned to private markets strategy; CEO 2024 Total Annual Compensation outcome $36.7M was the maximum within the determination framework and emphasized long‑term incentives .
Compensation Peer Group
- 2024 update broadened the comparator set beyond traditional asset managers to reflect BlackRock’s scale and private markets strategy—adding leading alternative asset managers (Apollo Global Management, Blackstone, KKR), retaining a mix of independent/captive managers and technology‑oriented financial services firms; the company does not formally benchmark but reviews market data (Aon Radford McLagan) with MDCC adviser Semler Brossy (independent) .
- BlackRock’s financial growth and TSR have outpaced NEO pay growth over the long term per company disclosure .
Risk Indicators & Red Flags
- 2024 say‑on‑pay of 59% signals investor concern around pay decisions and/or disclosure; Board and MDCC responded with program refinements and expanded engagement .
- Multiple large open‑market sales in 2024–2025 may create periodic selling pressure; policy bans pledging/hedging mitigate alignment risks (see transaction table above).
- No option repricing, no dividend equivalents on unearned RSUs/options, no tax gross‑ups or supplemental pensions; minimum one‑year vesting requirement for stock‑based awards .
Investment Implications
- Alignment: High at‑risk mix with rigorous, transparent BPIP goals (0–165% payout) and a new carry‑based incentive directly linked to private markets growth supports long‑term value creation; 2021 BPIP vesting at 43% underscores downside risk when performance underwhelms .
- Retention: No individual contracts; severance via broad plan; equity continues to vest post‑termination absent competition; new CEO Carry Incentive vests over three years and is forfeitable in many separation scenarios—factors that help retention while keeping performance risk with the executive .
- Governance: Combined CEO/Chair role is counter‑balanced by a strong Lead Independent Director and frequent executive sessions; 83% independent Board composition .
- Trading signals: Repeated CEO open‑market sales in 2024–2025 suggest periodic supply overhang; however, ownership guidelines, hedging/pledging prohibitions, and continued sizeable holdings temper misalignment concerns (see Form 4 citations above) .
Internet sources for Form 4s:
- 02/28/2024 sale: https://www.sec.gov/Archives/edgar/data/1364742/000112760224007969/xslF345X03/form4.xml
- 05/20/2024 sale (aggregator): https://www.secform4.com/insider-trading/1059245.htm
- 08/06/2024 sale (news link): https://www.streetinsider.com/SEC+Filings/Form+4+BlackRock+Inc.+For%3A+Aug+06+Filed+by%3A+FINK+LAURENCE/23575871.html
- 12/04/2024 sale (PDF): http://pdf.secdatabase.com/1243/0001127602-24-028809.pdf
- 04/29/2025 sale (EDGAR index): https://www.sec.gov/Archives/edgar/data/2012383/000112760225012970/0001127602-25-012970-index.htm
- 07/24–25/2025 sales (Form 4 XML): https://www.sec.gov/Archives/edgar/data/2012383/000112760225019608/xslF345X03/form4.xml
*Values retrieved from S&P Global.