Mark Wilson
BlackRockAbout Mark Wilson
Mark Wilson (age 58) is an independent director of BlackRock, Inc., serving since 2018 (7 years of tenure). He sits on the Audit Committee, Risk Committee, and Management Development & Compensation Committee (MDCC). Wilson is the former CEO of Aviva plc and previously served as President & CEO of AIA Group Limited, bringing deep insurance, pensions, and international finance experience to BlackRock’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aviva plc | Chief Executive Officer | Jan 2013 – Oct 2018 | Led a multinational insurer; operational and executive expertise in insurance and pensions industry |
| AIA Group Limited | President & CEO | Not disclosed | Extensive Asia experience; international strategy and risk management perspective |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | — | No other public company directorships reported |
Board Governance
- Independence: The Board determined Wilson is “independent” under NYSE listing standards; none of his relationships were deemed material.
- Committees: Audit; Risk; MDCC; not a chair. Audit Committee membership list includes Mark Wilson.
- Attendance: The full Board met 10 times in 2024; each director attended at least 75% of Board/committee meetings; all directors standing for re-election in 2024 attended the 2024 Annual Meeting.
- Committee activity (2024 meetings held): Audit (15); MDCC (8); Risk (6).
| Governance Metric | FY 2024 |
|---|---|
| Board meetings held | 10 |
| Audit Committee meetings | 15 |
| MDCC meetings | 8 |
| Risk Committee meetings | 6 |
| Attendance threshold met | ≥75% for all directors |
| Independence status | Independent |
Fixed Compensation
- Program structure (independent directors): Annual Board retainer paid quarterly (blended $88,750 in 2024 reflecting $85,000 for first three quarters and $100,000 in Q4); committee retainers for chairs/members per committee; Lead Independent Director receives an additional $100,000. Directors may elect to receive retainers in stock or deferred stock units.
- 2025 update (effective Oct 1, 2024 / Jan 2025 grants): Annual Board retainer increased to $100,000; annual equity grant increased to $250,000 (deferred stock units). Semler Brossy provided independent market study supporting changes.
| Element | FY 2024 | FY 2025 Update |
|---|---|---|
| Board Annual Retainer (cash or stock election) | $85,000 for Q1–Q3 (blended to $88,750 for FY), $100,000 for Q4 | $100,000 (effective Oct 1, 2024) |
| Lead Independent Director additional retainer | $100,000 | $100,000 |
| Audit Committee chair/member | $40,000 / $25,000 | $40,000 / $25,000 |
| MDCC chair/member | $30,000 / $15,000 | $30,000 / $15,000 |
| NGC chair/member | $30,000 / $15,000 | $30,000 / $15,000 |
| Risk Committee chair/member | $30,000 / $15,000 | $30,000 / $15,000 |
| Director (FY 2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark Wilson | 140,000 | 239,648 | 379,648 |
Performance Compensation
- Annual Equity Grant (independent directors): Awarded as deferred stock units (DSUs) valued at $240,000; vest upon election/re-election at the Annual Meeting; settlement in common shares occurs on the earlier of the third anniversary of grant or upon board service cessation, with directors able to elect lump sum or five annual installments.
- 2025 program update: Annual Equity Grant increased to $250,000 (deferred stock units).
- Performance metrics: Director equity is not performance-conditioned; there are no PSUs/options for directors disclosed.
| Equity Term | FY 2024 | FY 2025 Update |
|---|---|---|
| Annual Equity Grant value | $240,000 DSUs (approx. 300 DSUs) | $250,000 DSUs |
| Vesting trigger | Election/re-election at Annual Meeting (May 15, 2024) | Election/re-election at Annual Meeting |
| Settlement | Earlier of 3rd anniversary or end of board service; lump sum or 5 installments | Same |
| Performance linkage | None (deferred stock units only) | None |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships (past 5 years) | None reported for Mark Wilson |
| Board service limits policy | No director serves on more than four public boards; NEOs no more than two (incl. BLK) |
Expertise & Qualifications
- Senior Executive & Corporate Governance; Financial Services; Global Business; Risk Management & Compliance; Sustainability; Technology (skills matrix assignments for Wilson).
- International strategy and risk management proficiency from leading Aviva and AIA; extensive Europe and Asia experience.
Equity Ownership
- Stock ownership guidelines (directors): Minimum $500,000 within five years of joining; Company states all directors have met or are on track. Hedging/pledging of BlackRock securities is prohibited for directors (no margin accounts, no pledging, no hedging).
| Ownership (Mark Wilson) | As of Dec 31, 2024 |
|---|---|
| Outstanding deferred stock units (DSUs) | 2,823 |
| Ownership (Mark Wilson) | As of Mar 28, 2025 |
|---|---|
| Beneficial ownership (common shares) | 2,207 |
| DSUs/stock options vesting within 60 days | 873 |
| Total for Section 16 beneficial reporting (shares + near-term DSUs/options) | 3,080 |
| % of shares outstanding | <1% (asterisk per proxy table) |
Governance Assessment
- Strengths: Independent status; multi-committee service (Audit, Risk, MDCC) indicating strong governance engagement; attendance threshold met; board uses executive sessions and conducts annual self-evaluations; robust director stock ownership guidelines and prohibition on hedging/pledging enhance alignment.
- Compensation alignment: Director pay emphasizes deferred equity (DSUs), with updated retainer and grant levels following an independent market study, maintaining long-term alignment.
- Potential conflicts (monitor): Related-party transaction—Mark Wilson’s daughter employed at BlackRock (Private Debt Product Strategy) with ~£94,000 cash compensation in 2024; Company discloses compensation is commensurate and per standard practices; Board independence determinations treat ordinary-course relationships as not material when within thresholds. RED FLAG: family employment at the company, though mitigated by disclosure, market-rate pay, and categorical standards.
- Engagement signal: All directors serving and nominated in 2024 attended the 2024 Annual Meeting; directors engage in internal dialogues (e.g., Director Dialogue Day), indicating active oversight culture.
Overall, Wilson’s multi-committee involvement and independent status support board effectiveness, with equity-heavy director pay and strict ownership policies reinforcing alignment. The disclosed family employment merits monitoring but appears low materiality under BlackRock’s categorical standards and independence determination.