Martin S. Small
BlackRockAbout Martin S. Small
BlackRock’s CFO and Global Head of Corporate Strategy since February 2023 (age 49), Small oversees finance, strategy, capital allocation, IR, corporate development, tax/treasury, FP&A, and controllership; he joined BlackRock in 2006 after roles at Davis Polk & Wardwell and a federal clerkship . Under his finance/strategy leadership, BlackRock delivered 2024 record revenue (> $20B, +14% YoY), record adjusted operating income (~$8B, +23% YoY), and expanded adjusted operating margin to 44.5% (+280 bps), alongside 29% TSR and major transactions (GIP close; Preqin and planned HPS acquisitions) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BlackRock | CFO and Global Head of Corporate Strategy | 2023–present | Led finance/strategy; executed ~$30B capital transactions (GIP, Preqin, planned HPS), delivered margin expansion and shareholder returns . |
| BlackRock | Head of U.S. Wealth Advisory | 2018–2023 | Led U.S. Wealth distribution franchise . |
| BlackRock | Head of U.S. & Canada iShares | 2014–2018 | Drove ETF platform growth in U.S./Canada . |
| BlackRock | Financial Markets Advisory leadership | 2008–2014 | Helped establish and lead the FMA group (advisory to public/private institutions) . |
| BlackRock | Legal & Compliance | 2006–2008 | Joined BLK in L&C before moving to business leadership roles . |
| Davis Polk & Wardwell; U.S. District Court (SDNY) | Associate; Law Clerk (Hon. Richard Owen) | Prior to 2006 | Capital markets/investment management associate; federal clerkship . |
External Roles
None disclosed in the proxy for Small (no public company directorships or external committee roles listed) .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base salary | $500,000 | $750,000 |
| Perquisites/Other (incl. 401(k) contributions; financial planning) | $14,150 (includes $14,150 401(k)) | $29,150 (includes $29,150 401(k); $0 financial planning) |
Performance Compensation
- Structure and performance linkage
- Total Incentive Award is assessed 50% on financial performance, 25% on business strength, and 25% on organizational strength; awards can range 0%–135% of prior year based on MDCC assessment .
- Long-term equity (BPIP) vests on three-year performance, based on average annual Organic Revenue Growth and Operating Margin (as adjusted); payout 0%–165% of target .
2024 Total Incentive Award (earned for FY2024; equity granted Jan 2025)
| Component | Amount (USD) |
|---|---|
| Annual cash bonus | $3,375,000 |
| Deferred equity bonus (RSUs) | $2,625,000 (converted at $999.36/share) |
| BPIP award (performance RSUs; target value) | $5,250,000 |
| Total Incentive Award | $11,250,000 |
| Total Annual Compensation (incl. base) | $12,000,000 |
Plan-based equity granted in 2024 (for FY2023 performance)
| Grant type | Grant date | Shares/Units | Grant-date fair value | Vesting terms |
|---|---|---|---|---|
| Deferred equity bonus (RSUs) | Jan 16, 2024 | 1,534 | $1,225,398 | 1/3 each on Jan 31 of 2025, 2026, 2027; accrued dividends payable at vest . |
| BPIP (performance RSUs) | Jan 16, 2024 | Target 5,133; Max 8,469 | $4,100,369 (at target) | Eligible to vest Jan 31, 2027, subject to 3-year performance on Organic Revenue Growth and adjusted Operating Margin (0%–165% payout) . |
BPIP performance status used for year-end valuation
| BPIP grant cohort | Performance period | In-progress payout factor (as of 12/31/2024) | Note |
|---|---|---|---|
| Jan 18, 2022 | 2022–2024 | 43.0% of target | Final settlement per plan after period end. |
| Jan 17, 2023 | 2023–2025 | 102.5% of target | Subject to final performance. |
| Jan 16, 2024 | 2024–2026 | 146.2% of target | Subject to final performance. |
Stock options (performance-based)
| Grant date | Type | Status | Strike | Expiration | Vest/vesting conditions |
|---|---|---|---|---|---|
| Dec 4, 2017 | Performance stock options | 27,047 exercisable | $513.50 | Dec 4, 2026 | Vested 1/3 on each of Dec 4, 2022/2023/2024; performance conditions achieved . |
| May 30, 2023 | Performance stock options | 44,119 unexercisable | $673.58 | May 30, 2032 | Vest if: (i) stock ≥130% of $673.58 for 60 consecutive days within 4 years and (ii) positive Organic Revenue Growth; then 25%/25%/50% in May 2027/2028/2029; forfeiture on voluntary termination within 2 years; competition forfeiture provisions apply . |
Realized vesting/exercises (2024)
| 2024 activity | Options exercised (# / $) | RSUs vested (# / $) |
|---|---|---|
| Martin S. Small | — / — | 3,087 / $2,413,201 |
Equity Ownership & Alignment
- Stock ownership and restrictions
- Beneficial ownership: 3,705 shares; plus 30,809 deferred/restricted stock units and vested/vesting options; total 34,514; under 1% of shares outstanding (155,022,282) .
- All NEOs exceeded stock ownership guidelines as of Dec 31, 2024; 50% net‑after‑tax retention until guideline met .
- Hedging/pledging prohibited for all employees and Section 16 officers (no margin accounts, no pledging, no hedging) .
Beneficial ownership detail (as of March 28, 2025)
| Item | Amount |
|---|---|
| Shares owned | 3,705 |
| Deferred/Restricted Stock Units and Options (vested or vesting within 60 days; excludes BPIP) | 30,809 |
| Total reported | 34,514 |
| % of outstanding | < 1% (outstanding shares: 155,022,282) |
Outstanding equity (unvested) at 12/31/2024
| Award date | RSUs (deferred equity bonus) | BPIP units (performance RSUs) | Notes |
|---|---|---|---|
| Jan 18, 2022 | 795 | 819 | BPIP payout factor used for valuation: 43.0% . |
| Jan 17, 2023 | 224 | 4,652 | BPIP payout factor used for valuation: 102.5% . |
| Jan 16, 2024 | 1,534 | 7,504 | BPIP payout factor used for valuation: 146.2% . |
Employment Terms
- Agreements and severance
- No individual employment, severance, or change‑in‑control agreements for NEOs; eligible for standard Severance Plan (two weeks’ salary per year of service; min 12 weeks, max 54 weeks) for RIF/position elimination; requires release and post‑termination covenants .
- Equity treatment on separation: RSUs and BPIP continue or accelerate per schedule with competition restrictions; change‑in‑control features are double‑trigger for RSUs (vesting at termination within 12 months post‑CIC) and target vest for BPIP if terminated within 12 months post‑CIC (or at CIC if awards not assumed) .
- Clawbacks: Dodd‑Frank policy for financial restatements; separate standing clawback for employee misconduct causing significant restatement; forfeiture for restrictive covenant breaches and “cause” conduct .
Estimated benefits upon separation (as of 12/31/2024; BLK close $1,025.11)
| Scenario | Deferred equity bonus | BPIP awards | 2023 Option Awards | Severance | Total |
|---|---|---|---|---|---|
| Involuntary termination without cause | $2,617,106 | $13,300,802 | — | $519,231 | $16,437,139 |
| Involuntary termination w/o cause following CIC | $2,617,106 | $10,754,429 | — | $519,231 | $13,890,766 |
| Qualified retirement | $2,617,106 | $13,300,802 | — | — | $15,917,908 |
| Disability/Death | $2,617,106 | $13,300,802 | $15,509,152 | — | $31,427,060 |
- Other compensation policies and benefits
- No tax gross‑ups for excise taxes or perquisites; no supplemental retirement benefits; perquisites limited; all NEOs eligible for 401(k) contributions and optional financial planning; Small’s “All Other” in 2024 was $29,150 (401(k)) .
- Voluntary Deferred Compensation Plan (VDCP) available for cash bonus deferral; Small made no 2024 deferrals .
Compensation Structure Analysis
- Pay-for-performance alignment: More than half of Total Incentive delivered in equity; BPIP is formulaic and tied to multi‑year financial metrics; 2024 NEO incentive outcomes increased with firm’s strong financial/strategic results; maximum Total Incentive cap increased to 135% to recognize extraordinary outcomes .
- Mix shift and risk: No new one-time awards in 2024; 2023 one‑time performance options remain highly performance‑contingent (price hurdle + organic growth), aligning value to shareholder outcomes and limiting windfalls; no option repricing allowed .
- Shareholder feedback: MDCC acknowledged lower 2024 say‑on‑pay support; expanded outreach and enhanced disclosure of assessment approach .
- Benchmarking/peer group: Semler Brossy serves as independent MDCC advisor; peer group broadened in 2024 to reflect BLK’s scale and private markets strategy (e.g., added Apollo, Blackstone, KKR; retained Ameriprise, Goldman Sachs, State Street, T. Rowe Price; removed ADP, FIS, Visa); BLK does not engage in formal benchmarking to a percentile target .
Performance & Track Record
- 2024 firm performance under Small’s finance/strategy remit: revenue +14%, adjusted operating income +23%, adjusted operating margin 44.5% (+280 bps), TSR 29%; $641B net inflows; $4.7B returned to shareholders; advanced GIP close and Preqin/planned HPS to scale private markets/data, financed $5.5B acquisition debt while maintaining AA- strategy .
- Execution: Delivered revenue growth outpacing expense growth (14% vs 9%); built capital plans, enhanced controls (SOX), and deepened shareholder engagement (~200 touchpoints) .
Risk Indicators & Red Flags
- Positive: No individual CIC/severance agreements; no pledging/hedging; robust clawbacks and restrictive covenants; no option repricing; no tax gross‑ups; strong ownership guideline compliance .
- Watch: Decline in 2024 say‑on‑pay support acknowledged by MDCC; continued monitoring of investor sentiment warranted .
Investment Implications
- Alignment and retention: High at‑risk, equity‑heavy pay, multi‑year BPIP tied to revenue growth and margins, and substantial unvested performance RSUs/options (including 2023 performance options) create strong retention hooks and shareholder alignment; hedging/pledging ban further supports alignment .
- Potential supply/vesting cadence: Annual RSU tranches vest each Jan 31 over three years; 2017 options are fully vested and expire Dec 4, 2026; 2023 performance options, if hurdles are met, vest in 2027/2028/2029 (25%/25%/50%), setting defined windows for possible liquidity events; no indication of 2024 option exercises by Small .
- Governance and pay risk: Absence of single‑trigger CIC benefits, presence of robust clawbacks, and MDCC responsiveness to shareholder feedback suggest lower governance risk; continued transparency on metric targets and BPIP outcomes will remain important for investor confidence .
Data sources: BlackRock, Inc. 2025 Definitive Proxy Statement (DEF 14A), filed April 4, 2025.