BLACKROCK INC., DEF 14A filed on 4/14/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name BLACKROCK, INC.
Entity Central Index Key 0001364742
v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance
As required by Item 402(v) of Regulation
S-K,
we are providing the following information regarding the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain aspects of our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to include various adjustments to amounts that have been reported in the Summary Compensation Table for 2022 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both reported in our Summary Compensation Table for 2022 and in previous years, as well as the adjusted values required in this section for the 2020, 2021 and 2022 calendar years.
 
             
                           
Value of Initial Fixed $100
Investment Based on:
             
               
Year
 
Summary
Compensation
Table Total for
CEO
(1)
   
Compensation
Actually Paid
to CEO
(2)
   
Average
Summary
Compensation
Table Total for
Non-CEO NEOs
(1)
   
Average
Compensation
Actually Paid to
Non-CEO NEOs
(2)
   
Total
Shareholder
Return
(3)
   
Peer Group
Total
Shareholder
Return
(4)
   
Net
Income
($ millions)
(5)
   
Operating
Margin, as
Adjusted
(6)
 
2022
 
 
$32,726,109
 
 
 
($
5,793,787
)
 
 
 
$13,782,910
 
 
 
($12,461,284)
 
 
 
$151.62
 
 
 
$128.15
 
 
 
$5,178
 
 
 
42.8%
 
2021
 
 
$32,587,335
 
 
 
$65,321,174
 
 
 
$14,814,344
 
 
 
$39,235,001
 
 
 
$190.47
 
 
 
$171.06
 
 
 
$5,901
 
 
 
46.8%
 
2020
 
 
$27,356,432
 
 
 
$56,852,871
 
 
 
$12,121,020
 
 
 
$36,172,170
 
 
 
$147.21
 
 
 
$115.88
 
 
 
$4,932
 
 
 
46.0%
 
 
(1)
Reflects compensation amounts reported in the Summary Compensation Table for Mr. Fink, who served as our CEO for the respective years shown. Reflects average compensation amounts reported in the Summary Compensation Table for the following non-CEO NEOs for the fiscal years noted below:
 
 
 
2022: Messrs. Kapito, Goldstein, Kushel and Shedlin
 
 
 
2021: Messrs. Kapito, Goldstein, Kushel and Shedlin
 
 
 
2020: Messrs. Kapito, Goldstein, Shedlin and Mark Wiedman.
 
(2)
Dollar amounts reflect “compensation actually paid” for our CEO and average “compensation actually paid” for our non-CEO NEOs for each of the 2022, 2021 and 2020 fiscal years. In determining the “compensation actually paid” to our NEOs, we are required by SEC rules to include various adjustments to amounts that have been reported in the Summary Compensation Table for 2022 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. Because none of our NEOs participated in any Company-sponsored defined benefit pension program in the covered years, we have not included any adjustments with respect to service cost or prior service cost for any pension plans. These amounts do not reflect the
year-end
executive pay decisions made by the MDCC as detailed in the “
NEO Total Annual Compensation Summary
” on page 59. For information regarding the decisions made by our MDCC in regard to our NEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above, including the discussion beginning on page 55 of this Proxy Statement.
CEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation
 
     
Year
 
2020
   
2021
   
2022
 
CEO
 
 
Mr. Fink
 
 
 
Mr. Fink
 
 
 
Mr. Fink
 
Summary Compensation Table Total Compensation ($)
 
 
27,356,432
 
 
 
32,587,335
 
 
 
32,726,109
 
Less: Equity Award Values Reported in Summary Compensation Table for the Covered Year ($)
 
 
(15,999,930)
 
 
 
(18,849,371)
 
 
 
(23,250,554)
 
Plus: Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($)
 
 
23,542,782
 
 
 
29,527,964
 
 
 
10,821,969
 
Plus/Less: Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($)
 
 
19,210,242
 
 
 
20,751,886
 
 
 
(22,966,972)
 
Plus/Less: Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($)
 
 
1,149,414
 
 
 
(635,548)
 
 
 
(4,072,502)
 
Plus: Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($)
 
 
 
 
 
 
 
 
 
Less: Fair Value of Equity Awards Forfeited during the Covered Year ($)
 
 
 
 
 
 
 
 
 
Plus: Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation ($)
 
 
1,593,931
 
 
 
1,938,907
 
 
 
948,163
 
Compensation Actually Paid to CEO ($)
 
 
56,852,871
 
 
 
65,321,174
 
 
 
(5,793,787)
 
Average
Non-CEO
NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation
 
     
Year
 
2020 Average
   
2021 Average
   
2022 Average
 
Non-CEO
NEOs
 
 
See note (1)
 above for NEO details
 
Average Summary Compensation Table Total Compensation ($)
 
 
12,121,020
 
 
 
14,814,344
 
 
 
13,782,910
 
Less: Average Equity Award Values Reported in Summary Compensation Table for the Covered Year ($)
 
 
(7,137,300)
 
 
 
(8,646,287)
 
 
 
(10,018,757)
 
Plus: Average Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($)
 
 
10,462,842
 
 
 
13,191,839
 
 
 
5,372,696
 
Plus/Less: Average Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($)
 
 
19,724,323
 
 
 
19,333,261
 
 
 
(16,643,676)
 
Plus/Less: Average Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($)
 
 
402,384
 
 
 
(231,411)
 
 
 
(5,388,671)
 
Plus: Average Fair Value as of the Vesting Date of Equity Awards Granted and Vested in
the Same Covered Year ($)
 
 
 
 
 
 
 
 
 
Less: Average Fair Value of Equity Awards Forfeited during the Covered
Year ($)
 
 
 
 
 
 
 
 
 
Plus: Average Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Average Summary Compensation Table Total Compensation ($)
 
 
598,901
 
 
 
773,255
 
 
 
434,214
 
Average Compensation Actually Paid to Non-CEO NEOs ($)
 
 
36,172,170
 
 
 
39,235,001
 
 
 
(12,461,284)
 
Equity Award Valuation Assumptions: BPIP award grant date fair values are calculated using the stock price as of the grant date assuming target performance. Adjustments to these values have been made using the stock price and projected vesting assumptions as of each subsequent measurement date, assuming actual performance relative to the applicable performance targets through the applicable measurement date and target performance for years in the performance period beyond the applicable measurement date (based on the award determination matrix for the BPIP award granted in the January following the applicable measurement date). RSU values represent fair values which are calculated using the stock price as of each measurement date. Stock options represent performance-based option awards with vesting contingent on the NEOs’ continued service and BlackRock’s achievement of a stock price hurdle and positive Organic Revenue growth. Stock option fair values for measurement dates prior to when the price hurdle was achieved on December 2, 2020, are calculated by a Monte Carlo simulation model with an embedded binomial lattice model, which accounts for the risk of non-achievement. For stock option fair values occurring after the achievement of the price hurdle, the values are calculated by a binomial lattice model only. The stock option binomial lattice modelling uses a consistent set of valuation inputs (including BlackRock stock price, volatility, and dividend rates, market risk free rate, and the options’ strike price and term) which have been updated as of each measurement date, as applicable.
 
(3)
Represents the cumulative total shareholder return (TSR) of BlackRock for the periods ending on December 31, 2022, 2021 and 2020, respectively, based on an initial fixed investment of $100 in BlackRock common stock on December 31, 2019. For 2022, represents the three-year TSR (2020-2022), for 2021, represents the two-year TSR (2020-2021) and for 2020 represents the one-year TSR (2020).
 
(4)
Represents the cumulative TSR of the S&P U.S. BMI Asset Management & Custody Banks Index (as reported in BlackRock’s Annual Report on Form
10-K)
for each of the periods ending on December 31, 2022, 2021 and 2020, respectively, based on an initial fixed investment of $100 in the respective peer’s common stock on December 31, 2019. For 2022, represents the three-year TSR (2020-2022), for 2021, represents the two-year TSR (2020-2021) and for 2020 represents the one-year TSR (2020).
(5)
Reflects “Net Income” in the Company’s Consolidated Income Statements included in BlackRock’s Annual Reports on Form
10-K
for each of the fiscal years ended December 31, 2022, 2021 and 2020, respectively.
 
(6)
BlackRock’s Company-Selected Measure is Operating Margin, as adjusted. For reconciliation with GAAP, please see Annex A.
   
Company Selected Measure Name Operating Margin, as adjusted    
Named Executive Officers, Footnote [Text Block] 2022: Messrs. Kapito, Goldstein, Kushel and Shedlin 2021: Messrs. Kapito, Goldstein, Kushel and Shedlin 2020: Messrs. Kapito, Goldstein, Shedlin and Mark Wiedman
Peer Group Issuers, Footnote [Text Block] Represents the cumulative TSR of the S&P U.S. BMI Asset Management & Custody Banks Index (as reported in BlackRock’s Annual Report on Form
10-K)
for each of the periods ending on December 31, 2022, 2021 and 2020, respectively, based on an initial fixed investment of $100 in the respective peer’s common stock on December 31, 2019. For 2022, represents the three-year TSR (2020-2022), for 2021, represents the two-year TSR (2020-2021) and for 2020 represents the one-year TSR (2020
   
PEO Total Compensation Amount $ 32,726,109 $ 32,587,335 $ 27,356,432
PEO Actually Paid Compensation Amount $ (5,793,787) 65,321,174 56,852,871
Adjustment To PEO Compensation, Footnote [Text Block]
CEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation
 
     
Year
 
2020
   
2021
   
2022
 
CEO
 
 
Mr. Fink
 
 
 
Mr. Fink
 
 
 
Mr. Fink
 
Summary Compensation Table Total Compensation ($)
 
 
27,356,432
 
 
 
32,587,335
 
 
 
32,726,109
 
Less: Equity Award Values Reported in Summary Compensation Table for the Covered Year ($)
 
 
(15,999,930)
 
 
 
(18,849,371)
 
 
 
(23,250,554)
 
Plus: Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($)
 
 
23,542,782
 
 
 
29,527,964
 
 
 
10,821,969
 
Plus/Less: Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($)
 
 
19,210,242
 
 
 
20,751,886
 
 
 
(22,966,972)
 
Plus/Less: Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($)
 
 
1,149,414
 
 
 
(635,548)
 
 
 
(4,072,502)
 
Plus: Fair Value as of the Vesting Date of Equity Awards Granted and Vested in the Same Covered Year ($)
 
 
 
 
 
 
 
 
 
Less: Fair Value of Equity Awards Forfeited during the Covered Year ($)
 
 
 
 
 
 
 
 
 
Plus: Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation ($)
 
 
1,593,931
 
 
 
1,938,907
 
 
 
948,163
 
Compensation Actually Paid to CEO ($)
 
 
56,852,871
 
 
 
65,321,174
 
 
 
(5,793,787)
 
   
Non-PEO NEO Average Total Compensation Amount $ 13,782,910 14,814,344 12,121,020
Non-PEO NEO Average Compensation Actually Paid Amount $ (12,461,284) 39,235,001 36,172,170
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Average
Non-CEO
NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation
 
     
Year
 
2020 Average
   
2021 Average
   
2022 Average
 
Non-CEO
NEOs
 
 
See note (1)
 above for NEO details
 
Average Summary Compensation Table Total Compensation ($)
 
 
12,121,020
 
 
 
14,814,344
 
 
 
13,782,910
 
Less: Average Equity Award Values Reported in Summary Compensation Table for the Covered Year ($)
 
 
(7,137,300)
 
 
 
(8,646,287)
 
 
 
(10,018,757)
 
Plus: Average Year-End Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year ($)
 
 
10,462,842
 
 
 
13,191,839
 
 
 
5,372,696
 
Plus/Less: Average Change in Fair Value as of Year-End of Outstanding Unvested Equity Awards from Prior Years ($)
 
 
19,724,323
 
 
 
19,333,261
 
 
 
(16,643,676)
 
Plus/Less: Average Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year ($)
 
 
402,384
 
 
 
(231,411)
 
 
 
(5,388,671)
 
Plus: Average Fair Value as of the Vesting Date of Equity Awards Granted and Vested in
the Same Covered Year ($)
 
 
 
 
 
 
 
 
 
Less: Average Fair Value of Equity Awards Forfeited during the Covered
Year ($)
 
 
 
 
 
 
 
 
 
Plus: Average Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Average Summary Compensation Table Total Compensation ($)
 
 
598,901
 
 
 
773,255
 
 
 
434,214
 
Average Compensation Actually Paid to Non-CEO NEOs ($)
 
 
36,172,170
 
 
 
39,235,001
 
 
 
(12,461,284)
 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The following chart shows that the “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021 and 2022 fiscal years align to trends with BlackRock’s and our peer group’s (S&P U.S. BMI Asset Management & Custody Banks Index) TSR over the same period. BlackRock maintained a relatively consistent TSR premium relative to our peer
group.
Compensation Actually Paid vs. TSR
 

   
Compensation Actually Paid vs. Net Income [Text Block]
The
following chart shows that the “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021 and 2022 fiscal years align to trends in BlackRock’s Net Income results over the same
period.
Compensation
Actually Paid vs. Net Income
 

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following chart shows that “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021 and 2022
fiscal
years align to trends with BlackRock’s Operating Margin, as adjusted, over the same period.
Compensation Actually Paid vs. Operating Margin, as adjusted
(1)
 

 
(1)
For reconciliation with GAAP, please see Annex A.
   
Total Shareholder Return Vs Peer Group [Text Block]
The following chart shows that the “compensation actually paid” to our CEO and average “compensation actually paid” to our other NEOs for each of the 2020, 2021 and 2022 fiscal years align to trends with BlackRock’s and our peer group’s (S&P U.S. BMI Asset Management & Custody Banks Index) TSR over the same period. BlackRock maintained a relatively consistent TSR premium relative to our peer
group.
Compensation Actually Paid vs. TSR
 

   
Tabular List [Table Text Block]
List of Most Important Measures
The following table presents the most important financial performance measures that we use to link “compensation actually paid” (as defined by SEC rules) to our NEOs for 2022 to our performance. Performance outcomes for each measure are generally assessed in the context of external market conditions, and may be considered relative to industry performance or over variable time horizons. These measures are not ranked.
 
Measure
Operating Margin, as adjusted
(1)
Operating Income, as adjusted
(1)
Net New Base Fee Growth
Net New Business
Organic Revenue Growth
(2)
Diluted EPS, as adjusted
(1)
Total Shareholder Return
(3)
 
(1)
For reconciliation with GAAP, please see Annex A.
(2)
Organic Revenue growth is a measure of the estimated annual revenue impact of BlackRock’s total net new business in a given year, including net new technology services revenue, excluding the effect of market appreciation/(depreciation) and foreign exchange. Organic Revenue is not directly correlated with the actual revenue earned in a given year.
(3)
We assess performance based in part on BlackRock’s 1-year, 3-year and 5-year Total Shareholder Return. Total Shareholder Return is defined as the change in share price plus reinvested dividends, measured through December 31, 2022, then annualized.
 
   
Total Shareholder Return Amount $ 151.62 190.47 147.21
Peer Group Total Shareholder Return Amount 128.15 171.06 115.88
Net Income (Loss) $ 5,178,000,000 $ 5,901,000,000 $ 4,932,000,000
Company Selected Measure Amount 0.428 0.468 0.46
PEO Name Mr. Fink    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Margin, as adjusted    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Income, as adjusted    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Net New Base Fee Growth    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Net New Business    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Organic Revenue Growth    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Diluted EPS, as adjusted    
Measure [Axis]: 7      
Pay vs Performance Disclosure [Table]      
Measure Name Total Shareholder Return    
PEO [Member] | Equity Award Values Reported in Summary Compensation Table for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (23,250,554) $ (18,849,371) $ (15,999,930)
PEO [Member] | YearEnd Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 10,821,969 29,527,964 23,542,782
PEO [Member] | Change in Fair Value as of YearEnd of Outstanding Unvested Equity Awards from Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (22,966,972) 20,751,886 19,210,242
PEO [Member] | Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,072,502) (635,548) 1,149,414
PEO [Member] | Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 948,163 1,938,907 1,593,931
Non-PEO NEO [Member] | Equity Award Values Reported in Summary Compensation Table for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (10,018,757) (8,646,287) (7,137,300)
Non-PEO NEO [Member] | YearEnd Fair Value for Outstanding Unvested Equity Awards Granted in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,372,696 13,191,839 10,462,842
Non-PEO NEO [Member] | Change in Fair Value as of YearEnd of Outstanding Unvested Equity Awards from Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (16,643,676) 19,333,261 19,724,323
Non-PEO NEO [Member] | Change in Fair Value as of the Vesting Date of Equity Awards from Prior Years that Vested in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,388,671) (231,411) 402,384
Non-PEO NEO [Member] | Value of Dividends Accrued on Equity Awards in the Covered Year not Otherwise Reflected in the Summary Compensation Table Total Compensation [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 434,214 $ 773,255 $ 598,901