Susan L. Wagner
BlackRockAbout Susan L. Wagner
Susan L. Wagner, age 63, is an independent director of BlackRock with 12 years of Board service. She is a BlackRock founding principal and retired Vice Chairman (2006–2012); she previously served as COO, Head of Corporate Strategy, and sat on the Global Executive and Global Operating Committees, providing deep expertise in risk management, operations, and strategy. She currently chairs BlackRock’s Risk Committee and also serves on the Audit and Executive Committees; the Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman | 2006–2012 | Senior leadership across strategy and operations; member of Global Executive and Global Operating Committees |
| BlackRock, Inc. | Chief Operating Officer | Not disclosed | Oversight of operations; strategic execution emphasis |
| BlackRock, Inc. | Head of Corporate Strategy | Not disclosed | Corporate strategy leadership; industry insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apple Inc. | Director | 2014–present | Public company directorship |
| Samsara Inc. | Director | 2020–present | Public company directorship |
| Swiss Re Ltd. | Director | 2014–2023 | Public company directorship (prior) |
| Color Health (private) | Director | Current | Private company health tech |
| Wellesley College | Trustee | Prior | Non-profit board (prior) |
Board Governance
- Committee assignments: Risk Committee Chair; member of Audit and Executive Committees. The Board held 10 meetings in 2024; committees held Audit 15, MDCC 8, NGC 6, Risk 6, Executive 3. All directors attended at least 75% of Board and committee meetings; directors nominated for re-election in 2024 attended the 2024 Annual Meeting.
- Independence: The Board determined Wagner is independent; none of her relationships with BlackRock are material under NYSE standards.
- Board structure: Lead Independent Director (Murry S. Gerber) can call special meetings without management present; executive sessions of independent directors are part of governance.
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Board Annual Retainer (blended rate) | $85,000 for first 3 quarters; $100,000 in Q4 (paid quarterly) | $88,750 |
| Audit Committee Member Retainer | Annualized, paid quarterly | $25,000 |
| Risk Committee Chair Retainer | Annualized, paid quarterly | $30,000 |
| Total Fees Earned in 2024 | Sum of cash/stock-in-lieu retainers | $143,750 |
| Annual Equity Grant (Jan 2024) | Deferred stock units; vests at election/re-election at Annual Meeting; settles at earlier of 3-year anniversary or Board departure | $239,648 grant-date fair value |
Notes:
- Directors may elect to receive Board/Committee retainers in BlackRock common stock or deferred stock units, fully vested at grant, with settlement elected in lump sum at departure or in five annual installments.
- Program updates: Annual retainer increased to $100,000 effective Oct 1, 2024; Annual equity grant increased to $250,000 starting Jan 2025.
Performance Compensation
| Component | Performance Metric Linkage | Vesting/Settlement |
|---|---|---|
| Annual Equity Grant (DSUs) | None; director awards are not performance-conditioned | Vests upon election/re-election at Annual Meeting; settles on earlier of 3 years from grant or director departure (or per elected schedule) |
Directors do not receive bonuses, options, severance, or change-in-control payments tied to performance; compensation emphasizes equity alignment via DSUs.
Other Directorships & Interlocks
| Company | Relationship to BLK | Potential Interlock/Conflict Assessment |
|---|---|---|
| Apple Inc.; Samsara Inc.; Swiss Re Ltd. | Wagner serves as director (current/prior) | The Board’s independence review found no material relationships between Wagner and BlackRock; ordinary-course business relationships are not deemed material under categorical standards. |
The NGC oversees related-person transactions and independence standards; transactions must be ordinary-course, on market terms, and approved under policy.
Expertise & Qualifications
- Senior Executive & Corporate Governance; Financial Services; Global Business; Public Company & Financial Reporting; Risk Management & Compliance; Technology—areas specifically attributed to Wagner’s skills matrix, aligned with her Risk Chair role and prior BlackRock leadership.
Equity Ownership
| Metric (as of Mar 28, 2025 unless noted) | Value |
|---|---|
| Shares Beneficially Owned | 427,174 |
| Percent of Shares Outstanding | <1% (155,022,282 shares outstanding) |
| Deferred/Restricted Stock Units and Stock Options (vested/vest within 60 days) | 873 |
| Total Including DSUs/Options | 428,047 |
| Ownership Guidelines | Directors must own ≥$500,000 of shares within five years; all directors met or are on track |
| Pledged/Hedged Shares | No pledging disclosed for Wagner in beneficial ownership or related-party sections |
Governance Assessment
- Board effectiveness signal: As Risk Committee Chair and Audit Committee member, Wagner provides direct oversight of enterprise risk and financial reporting—core governance levers in a complex, global asset manager.
- Independence and attendance: Board affirmed her independence; directors met attendance thresholds; directors nominated for re-election in 2024 attended the Annual Meeting—supportive of investor confidence.
- Alignment via ownership and pay mix: High share ownership with additional DSUs, plus director stock ownership guidelines, fosters long-term alignment; director compensation emphasizes deferred equity rather than cash-heavy packages.
- Other roles and time commitments: Apple and Samsara board service within BLK’s policy that no director serves on more than four public boards; Wagner’s independence determination reflects no material conflicts.
RED FLAGS
- None disclosed specific to Wagner in related-party transactions; notable related-party items in 2024 involved another director’s aircraft lease assumed via GIP and employment of a director’s family member, both reviewed under policy and disclosed.