Murry S. Gerber
BlackRockAbout Murry S. Gerber
Murry S. Gerber (age 72) is BlackRock’s Lead Independent Director, having served on the Board since 2000 and as Lead Independent Director since 2017. He is a former Chairman and CEO of EQT Corporation and previously helped create Coral Energy (now Shell Trading North America) and served as Treasurer of Shell Oil. He holds a B.S. in Geology (Augustana College) and an M.S. in Geology (University of Illinois). The Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Chairman & CEO; Executive Chairman | CEO 1998–2010; Executive Chairman 2010–2011 | Led a large integrated energy producer; brings operational and governance expertise to BLK’s Board. |
| Shell Trading North America (formerly Coral Energy) | Helped create; CEO | 1995–1998 | Enterprise risk and energy trading experience. |
| Shell Oil Company | Treasurer | 1994–1996 | Corporate finance and risk management expertise. |
External Roles
| Organization | Ticker | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|---|
| U.S. Steel Corporation | X | Independent Director | Since 2012 (current) | Audit Committee Chair. |
| Halliburton Company | HAL | Independent Director | Since 2012 (current) | Director; committee details not disclosed here. |
| Pittsburgh Cultural Trust | — | Trustee | Current | Non-profit board service. |
Board Governance
- Lead Independent Director: The independent directors asked Gerber to continue as Lead Independent Director in 2025 to support integration of GIP and Preqin and the planned HPS acquisition; he agreed. As Lead Independent Director, he sets/approves Board agendas (with the Chair/Committee Chairs), leads executive sessions, oversees the annual Board/Committee self-evaluations with the NGC, and serves as the primary Board contact for shareholder engagement.
- Committees: Member, Nominating & Governance Committee (NGC); Member, Executive Committee.
- Independence: The Board determined Gerber is “independent” under NYSE standards.
- Attendance and meetings: In 2024 the full Board met 10 times; each director attended at least 75% of Board and Committee meetings. Executive sessions of non‑management directors were held at every regularly scheduled Board meeting (7 executive sessions in 2024), chaired by the Lead Independent Director.
- Committee meeting cadence (2024): Audit 15; MDCC 8; NGC 6; Risk 6; Executive 3.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash/equity election) | $88,750 | Blended annualized rate of $85,000 for Q1–Q3 and $100,000 for Q4. |
| Lead Independent Director Retainer | $100,000 | Annual LID fee. |
| NGC Member Retainer | $15,000 | Committee member retainer. |
| Fees earned or paid in cash (Gerber) | $203,750 | Matches the sum of 2024 retainer elements above. |
| Annual Equity Grant (Deferred Stock Units) | $240,000 | Granted Jan 2024; vests upon election/re‑election at 2024 Annual Meeting; settles on earlier of 3rd anniversary or separation. |
| Total 2024 Director Compensation (Gerber) | $443,398 | Fees $203,750 + Stock Awards $239,648 (grant-date fair value). |
Notes:
- Independent directors may elect to receive cash retainers in BLK common stock; DSUs from the Annual Equity Grant are fully vested at grant and settle as noted above.
Performance Compensation
| Instrument | Performance Metric(s) | Vesting/Settlement | 2024 Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) | None (time-based; not performance-conditioned) | Vest at election/re‑election; settle on earlier of 3rd anniversary or separation; director may elect lump sum or 5 annual installments at separation. | $240,000 grant-date fair value |
Updates effective late 2024/2025:
- Annual retainer increased to $100,000 (from $85,000) effective Oct 1, 2024; Annual Equity Grant increased to $250,000 starting with Jan 2025 grants; prorated initial equity grants adopted for mid‑year appointees.
Other Directorships & Interlocks
| Company | Relationship to BLK | Potential Interlock/Consideration |
|---|---|---|
| U.S. Steel (X) | BLK may be an asset manager/shareholder in ordinary course through funds; Gerber is Audit Chair at X. Transactions with companies employing directors are reviewed for independence; ordinary-course relationships below 2% thresholds are not deemed material. | |
| Halliburton (HAL) | BLK may be an asset manager/shareholder in ordinary course through funds; Gerber is a director. Same independence framework applies. |
BlackRock’s related-person policy requires NGC or Board approval for transactions >$120,000 involving directors or immediate family, considering independence impacts; 2025 proxy discloses related-party items for other directors but none for Gerber.
Expertise & Qualifications
- Senior executive/governance, public company & financial reporting, and risk/compliance expertise; energy/industrial sector depth complements BLK’s strategic oversight (skills matrix).
- Lead Independent Director recognized in Board self-evaluations for effective leadership, engagement, and liaison role with the Chairman; continuity requested through major private markets integrations (GIP, Preqin, planned HPS).
Equity Ownership
| Holder | Beneficial Ownership (Common Shares) | % Outstanding | Deferred/Restricted Stock Units and Stock Options | Total (Shares + DSUs/Options) |
|---|---|---|---|---|
| Murry S. Gerber | 42,025 | * | 873 | 42,898 |
| Shares Outstanding (as of 3/28/2025) | 155,022,282 | — | — | — |
| Note | “*” indicates <1% of outstanding. Beneficial ownership excludes unvested/unsettled RSUs & options; DSUs/options include those vested/vesting within 60 days. | |||
Additional alignment policies:
- Director stock ownership guideline: All independent directors must own at least $500,000 in BLK shares within five years; all directors have met or are on track.
- Prohibited: hedging, pledging, or holding BLK securities in margin accounts by Section 16 officers/directors.
Governance Assessment
Strengths
- Proven, long-tenured Lead Independent Director with clear authority (agenda-setting, executive sessions, evaluations, investor outreach) and strong peer feedback; continuity explicitly requested by independent directors to steward integration of major acquisitions.
- Independence affirmed; no related-party transactions disclosed for Gerber; robust related-person oversight framework via NGC.
- High engagement: Board met 10x in 2024; all directors ≥75% attendance; seven executive sessions chaired by LID.
- Pay-for-service director compensation design with emphasis on equity via DSUs; ability to take cash retainers in stock; meaningful ownership guideline.
Watch items / potential risks
- Multiple outside directorships (U.S. Steel Audit Chair; Halliburton director) elevate time-commitment considerations; however, Board’s independence review treats ordinary-course relationships as non‑material within thresholds, and he remains within the Board’s limits on external boards.
- Succession planning for Lead Independent Director: initial retirement plan in 2024 was deferred to provide continuity through integrations; the Board should continue deliberate LID succession to ensure smooth transition post-integration.
Compliance and signals
- Section 16 compliance: Company disclosed one late Form 4 for the CEO due to technical issues; no late filings disclosed for Gerber.
- Hedging/pledging prohibitions for directors mitigate alignment risks; ownership guideline enhances skin‑in‑the‑game.