BlackRock, Inc PRE 14A, filed Mar 27, 2026

BlackRock, Inc. (BLK)

PRE 14A 2026-03-27 For: 2026-05-20

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Added on October 18, 2026

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			.			Date & Time Wednesday, May 20, 2026 8:00 a.m. ET

						Location www.virtualshareholdermeeting.com/BLK2026

						Record Date Monday, March 30, 2026



			Your Vote is Important — How to Vote:


			Internet Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the webpage. Mail Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope. Telephone If your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy card. During the Meeting The meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers About the Annual Meeting and Voting.”


Financial Highlights			II
Proxy Summary			1
Board Highlights			2
Governance Highlights			4
Pay-for-Performance Highlights			5


1 . Election of Directors			7
Director Nominees			7
Director Nomination Process			8
Director Candidates			9
Criteria for Board Membership			9
Director Nominee Biographies			14


Corporate Governance			24
Our Corporate Governance Framework			24
Our Board and Culture			24
Beyond the Boardroom			26
Our Board Leadership Structure			27
Board Self-Evaluation Process			28
Board Refreshment			29
Board Committees			30
Sustainability at BlackRock			36
BlackRock’s Impact on its People			37
Corporate Governance Practices and Policies			40
2025 Director Compensation			43
Other Executive Officers			46


Ownership of BlackRock Common Stock			47


Certain Relationships and Related Transactions			49
Transactions with BlackRock Directors, Executive Officers and Other Related Parties			49


Management Development & Compensation Committee Interlocks and Insider Participation			50


2 . Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers			51
Annual Message from the Chair of the Management Development & Compensation Committee			52


Management Development & Compensation Committee Report			53
Management Development & Compensation Committee Report on Executive Compensation for Fiscal Year 2025			53


Executive Compensation			54
Compensation Discussion and Analysis			54
Executive Compensation Tables			95
CEO Pay Ratio for 2025			104
Pay Versus Performance			105
Equity Compensation Plan Information			109


3. Ratification of the Appointment of the Independent Registered Public Accounting Firm			110
Fees Incurred by BlackRock for Deloitte			111
Audit Committee Pre-Approval Policy			111


Audit Committee Report			112


4 . Amendment of Subsidiary Certificate of Incorporation to Remove Pass-Through Voting Provision			113


Help ful Resources			115


Annual Meeting Information			116
Questions and Answers About the Annual Meeting and Voting			116
Important Additional Information			119
Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders			120
Other Matters			121


Annex A: Non-GAAP Reconciliation			A-1


Annex B: Amended and Restated Certificate of Incorporation of BlackRock Finance, Inc.			B-1



Index of Frequently Requested Information

BlackRock’s Impact on its People	37	Pay Versus Performance	105
Board and Committee Oversight of Cybersecurity	35	Peer Group	74
Board Composition	11	Public Policy Engagement	40
CEO Pay Ratio for 2025	104	Stock Ownership Guidelines for Directors	43
Clawback Policies	92	Stock Ownership Guidelines for NEOs	91
Director Skills and Experience Matrix	13	Sustainability at BlackRock	36


DIFFERENTIATED ORGANIC GROWTH									OPERATING LEVERAGE
BlackRock generated 6% organic asset growth and 9% organic base fee growth in 2025, while revenue was up 19%, driven by higher base fees, technology services and subscription revenue and performance fees.									BlackRock’s 2025 operating margin, as adjusted, of 44.1% was down 40 basis points. Excluding the impact of performance fees and related compensation, operating margin, as adjusted, increased relative to 2024.


Filed by the Registrant ☒						Filed by a Party other than the Registrant ☐



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Wednesday, May 20, 2026: Our Proxy Statement and 2025 Annual Report are available free of charge on our website at https://ir.blackrock.com.


CONSISTENT CAPITAL RETURN									EARNINGS PER SHARE

BlackRock returned $5.0 billion to shareholders in 2025, including $1.6 billion in share repurchases.									BlackRock’s 2025 diluted earnings per share, as adjusted, of $48.09 increased by 10% versus 2024, primarily due to higher operating income.



			What’s New? We continually review our approach to corporate governance and executive compensation in an effort to maintain a culture of high performance, collaboration, innovation and fiduciary responsibility. We believe providing a broader understanding of our perspectives on certain items will be beneficial to you as you consider this year’s voting matters. This year’s new or updated items include: •New or enhanced disclosure on our executive compensation program and 2025 NEO pay outcomes. See: –“MDCC’s Use and Rationale of Context-Informed Judgment within our Annual NEO Framework” on page 62 u –“2025 Say-on-Pay Response” and “Shareholder Areas of Focus, Feedback, and MDCC Response” on pages 64 and 65 u –“2025 NEO Compensation and Performance Summaries” on page 76 u


			Senior Executive & Corporate Governance
						19/19

			Financial Services
						11/19

			Public Policy & Government/Regulatory Affairs
						7/19


			Global Business
						16/19

			Risk Management & Compliance
						11/19

			Sustainability
						7/19


			Public Company & Financial Reporting
						12/19

			Technology
						9/19

			Branding & Marketing
						6/19


	Age at Record Date	Director since	IND	Committee Memberships (effective following the Annual Meeting)
Nominee				Audit	MDCC	NGC	Risk	Executive
Pamela Daley Former Senior Vice President of Corporate Business Development, General Electric Company	73	2014
Laurence D. Fink Chairman and CEO of BlackRock	73	1999
Gregory J. Fleming President and CEO of Rockefeller Capital Management	63	2025
William E. Ford Chairman and CEO of General Atlantic	64	2018
Fabrizio Freda Former President and CEO of Estée Lauder Companies Inc.	68	2012
Murry S. Gerber Former Chairman and CEO of EQT Corporation	73	2000	LID
Margaret “Peggy” L. Johnson CEO of Agility Robotics	64	2018
Robert S. Kapito President of BlackRock	69	2006
Gregg R. Lemkau Co‑CEO of BDT & MSD Partners	56	2026
Cheryl D. Mills Founder and CEO of BlackIvy Group	61	2013
Kathleen Murphy Former President of Personal Investing, Fidelity Investments	63	2025
Amin H. Nasser President and CEO of Saudi Arabian Oil Co. (Aramco)	67	2023
Gordon M. Nixon Former President and CEO of Royal Bank of Canada	69	2015
Adebayo Ogunlesi Chairman and CEO of Global Infrastructure Partners	72	2024
Kristin C. Peck CEO of Zoetis, Inc.	54	2021
Charles H. Robbins Chairman and CEO of Cisco Systems, Inc.	60	2017
Hans E. Vestberg Special Advisor, Former Chairman and CEO of Verizon Communications, Inc.	60	2021
Susan L. Wagner Former Vice Chairman of BlackRock	64	2012
Mark Wilson CEO of RIQ	59	2018



			We solicited feedback from our 50 largest shareholders, representing ~65% of our outstanding shares, on governance and compensation topics.


Does not achieve	Partially meets	Meets/Exceeds	Far exceeds
-100% to -40%	-40% to -10%	-10% to +10%	+10% to +35%


			Generating Long-Term Shareholder Value


						BlackRock, Inc. 50 Hudson Yards New York, New York, 10001


BLACKROCK, INC. \| 2026 PROXY STATEMENT


BLACKROCK, INC. \| 2026 PROXY STATEMENT


Name	Base Salary			2025 Total Incentive Award									Total Annual Compensation (TAC)
Name	Base Salary			Annual Cash Bonus			Annual RSU Incentive(2)			BPIP(3)			Total Annual Compensation (TAC)
Laurence D. Fink(1)		$	1,500,000		$	10,567,500		$	8,432,500		$	24,500,000		$	45,000,000
Robert S. Kapito		$	1,250,000		$	7,000,000		$	6,000,000		$	16,750,000		$	31,000,000
Robert L. Goldstein		$	750,000		$	5,001,850		$	5,087,650		$	8,500,000		$	19,339,500
Martin S. Small		$	750,000		$	5,001,850		$	5,087,650		$	8,500,000		$	19,339,500
J. Richard Kushel		$	750,000		$	3,375,000		$	2,625,000		$	6,250,000		$	13,000,000


CEO 2025 TOTAL ANNUAL COMPENSATION				OTHER NEOs 2025 TOTAL ANNUAL COMPENSATION



3%	23%	19%	54%	4%	25%	23%	48%

Base Salary Cash	Annual Cash Bonus	LTI Annual RSU Incentive	LTI BPIP (Performance-Based RSUs)	Base Salary Cash	Annual Cash Bonus	LTI Annual RSU Incentive	LTI BPIP (Performance- Based RSUs)



Experience(1)


	Senior Executive & Corporate Governance: Directors bring valuable senior executive experience on matters relating to corporate governance, management, operations and compensation.


	Branding & Marketing: Directors bring expertise in brand development, marketing and sales at a global scale and in local markets relevant to BlackRock’s business.


	Financial Services: Directors possess in-depth knowledge of the financial services industry or asset management.


	Global Business: Directors provide expertise in international business strategy and operations relevant to BlackRock’s global business.


	Public Company & Financial Reporting: Directors have experience in the oversight of internal controls and reporting of public company financial and operating results.


	Public Policy & Government/Regulatory Affairs: Directors possess insight and experience in managing governmental and regulatory affairs.


	Risk Management & Compliance: Directors possess in-depth knowledge and experience with risk management and compliance matters relevant to BlackRock’s global business.


	Sustainability: Directors bring experience in the areas of environmental impact, corporate responsibility or strategies to develop long-term shareholder value.


	Technology: Directors possess experience with the development, application or and adoption of new or emerging technologies or the management of information security, cybersecurity or other related risks at companies.


Tenure (years)		12	26	<1	8	13	26	8	19	<1	12	<1	2	10	1	4	8	4	13	8



			The full versions of our Corporate Governance Guidelines, Committee Charters, Code of Business Conduct and Ethics and other corporate governance policies are available on our website at https://ir.blackrock.com under the headings “Governance / Governance Overview.”



Oversight of Growth Strategy			Our Board plays an integral oversight role in our growth and success. At each Board meeting, we review components of our long-term strategy with our directors and engage in constructive dialogue, which our leadership team embraces. These discussions are not without disagreement – and those honest conversations push us to make the difficult decisions required to build a better BlackRock. This continued to be invaluable as BlackRock invested to expand and enhance its private markets investment and data capabilities through the acquisitions of GIP, Preqin and HPS.


Role in Talent Development			Building a generation of future leaders is vital to BlackRock’s long-term success. Being a dynamic, inclusive organization allows BlackRock to attract and retain top talent around the world and to stay ahead of its clients’ needs. Our Board plays a critical part in our talent development and dedicates one meeting per year to reviewing BlackRock’s culture, talent development, retention and recruiting initiatives, human capital management strategy, leadership and succession planning, and employee feedback. As part of its review, the Board evaluates whether we have the right people in the right places to execute our long-term strategy and provides oversight of management to ensure that we are developing people to fill key roles in the future. To facilitate its review, the Board may also be provided with the results of employee opinion surveys and efforts and developments related to the Company’s human capital management strategy. For more information on our Board’s role in talent development, please refer to “BlackRock’s Impact on its People” on page 37.


Employee Engagement & Additional Resources			Our directors have full and free access to BlackRock management and employees at any time to address questions, comments or concerns. Our directors may arrange these meetings independently and without the presence of senior management. Additionally, the Board and its Committees have the power to hire independent legal, financial or other advisors without approval from, or consultation with, BlackRock management.


A Global Perspective			Periodically, Board and standing Committee meetings are held outside of New York, including at least one set of meetings held outside of the United States. These off-site meetings provide our directors with an opportunity to meet with employees and management based outside of our New York corporate headquarters, and to engage with local clients, strategic partners and government officials. At these meetings, the Board reviews regional strategies and is exposed to BlackRock’s corporate culture, including how employees globally demonstrate BlackRock’s principles and purpose. In 2025, the Board traveled to the Middle East region and met with members of BlackRock’s local offices in Kuwait and Abu Dhabi, as well as clients, partners and government officials.


Board Oversight of Culture			As noted above, the Board reviews aspects of the Company’s culture and talent development annually, including retention and recruiting initiatives, human capital management strategy, leadership and succession planning, and employee feedback. The Board has also received updates from management on how the firm is adapting and innovating in a dynamic operating environment and integrating recent acquisitions, and how employees are engaging and partnering with each other to support our strategy. For information on how BlackRock supports its employees, see “BlackRock’s Impact on its People” on page 37.


			Director Engagement Our directors have participated in panels and speaking events hosted by our employees. •In March 2026, Kathleen Murphy participated in a fireside chat as part of Women’s History Month hosted by our Women’s Initiative & Allies Network, a network open to all employees. •In April 2025 and October 2025, Fabrizio Freda participated in a fireside chat with our London-based Marketing team and the Aladdin Marketing team, respectively. •In February 2025, Cheryl Mills participated in a panel discussion as part of U.S. Black History Month hosted by our Black Professionals & Allies Network, a network open to all employees. Fourteen of the directors who were serving on the Board and nominated for re-election in 2025 attended the 2025 Annual Meeting of Shareholders. In addition to our CEO and Chairman, the Chair of the MDCC participated in the Q&A session at our 2025 Annual Meeting of Shareholders.

			Director Orientation BlackRock provides each new director with an orientation program conducted over the course of the first few months of their tenure. The orientation program includes the opportunity to rotate through each of the Board’s standing Committees and attend presentations by senior management to familiarize new directors with BlackRock’s:

			•Financial position and strategic plans; •Significant financial, accounting and risk management policies;						•Compliance programs, Code of Business Conduct and Ethics and other key policies; and •Internal and independent auditors.

			Director Education All directors are encouraged to attend continuing educational programs offered by BlackRock or sponsored by universities, stock exchanges or other organizations related to fulfilling their duties as Board or Committee members and are reimbursed for any reasonable expenses in connection with such programs. For example, directors have received briefings from management and other subject matter experts on developments in AI, digital assets and tokenization, as well as from external consultants on private markets incentive compensation, including carried interest. Additionally, directors are periodically provided with a curated list of optional educational opportunities and events covering issues and trends that are relevant to their service on BlackRock’s Board. Every week our directors receive summaries and copies of press coverage, analyst reports and current events relating to our business.

			Individual Discussions and Mentoring Management Outside of regularly scheduled Board and Committee meetings, our directors may have discussions with each other and our CEO at their discretion and are encouraged to have small group or individual meetings, as necessary. All directors are encouraged to meet with management outside of Board and Committee meetings, and several directors have established informal mentoring relationships with key members of senior management.



			The full versions of our Lead Independent Director Guidelines and other corporate governance policies are available on our website at https://ir.blackrock.com under the headings “Governance / Governance Overview.”



			Several of our director nominees have experience managing and mitigating cyber and technology risks at regulated entities, which provides the Board with insight and aids in overseeing the firm’s technology and operations, as well as our continuing investment in and development of the cybersecurity risk management program. During 2025, the Risk Committee received updates from the CISO at each of its regularly scheduled meetings, as well as at its joint session with the Audit Committee. Topics discussed at these meetings included cyber incident preparedness and measures implemented by the firm, such as response, governance and communication protocols; the results of annual assessments and “tabletop” exercises; and developments and controls related to generative AI.



Operating a Sustainable Company	•In operating its own business, BlackRock pursues a sustainability strategy that is focused on reducing greenhouse gas (“GHG”) emissions associated with its facilities, data centers, and upstream value chain and addressing emissions it cannot yet reduce through market solutions, such as renewable energy, Sustainable Aviation Fuel (“SAF”) and carbon credits. •In 2025, BlackRock made progress in its operational sustainability strategy by employing energy efficiency strategies, achieving its 100% renewable electricity match goal,(1) and expanding its SAF, carbon credit, and supplier sustainability programs.	•BlackRock is committed to providing meaningful information regarding sustainability-related matters. As part of this commitment, BlackRock’s voluntary reporting framework included its reports aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) framework and the SASB standards, as well as its GHG Emissions Report for its corporate operational emissions. In 2025, BlackRock also provided sustainability-related reporting in line with mandatory reporting requirements in various jurisdictions across the globe for relevant in-scope entities.


Sustainable Investing	•As a fiduciary, BlackRock invests on our clients’ behalf to help them meet their investment objectives. Our focus is on understanding and managing investment risk, anticipating our clients’ needs, and supporting them in achieving their long-term investment goals. •BlackRock’s investment approach is informed by three principles: client choice, performance and research.	•To enable choice and meet client demand, BlackRock offers a wide range of sustainable and transition investment strategies(2) to clients. As of December 31, 2025, we managed $1.3 trillion in our sustainable investing platform (9% of total AUM), across 500+ sustainable and transition investment strategies, spanning the whole portfolio.


Voting Choice	•In 2022, BlackRock launched BlackRock Voting Choice (“Voting Choice”), providing eligible clients with more opportunities to participate in the proxy voting process, where legally and operationally viable. Since then, we have expanded the eligible client assets that can participate in Voting Choice. As of December 31, 2025, approximately $3.76 trillion of our clients’ index equity assets(3) were eligible for Voting Choice. We have also expanded the range of voting policies from which clients can choose, including policies that focus on sustainability and climate risk, among others.	•BlackRock also introduced a climate decarbonization stewardship program in July 2024 for clients focused on decarbonization investment objectives. The program applies only to certain funds that have climate and decarbonization objectives and that have been explicitly approved for inclusion in the program by the respective governing body of the fund, or at the explicit direction of clients in separately managed accounts. As of December 31, 2025, the program applies to funds and accounts representing approximately $194 billion in AUM.



Making a Positive Social Impact	•In 2025, The BlackRock Foundation deployed $1.4 million to nonprofit organizations supporting relief and recovery efforts in the wake of natural disasters. Grants included $500,000 to the Community Foundation of the Texas Hill Country to support Texas flood relief efforts, and a $500,000 grant to the California Fire Foundation to assist with Los Angeles wildfire rescue and relief.


						2025 Climate Report - aligned with the TCFD framework (published in 2026) The 2025 report is BlackRock’s sixth voluntary TCFD-aligned report. This comprehensive report represents BlackRock’s commitment to providing meaningful information on BlackRock’s approach to managing climate-related risks and opportunities across its business.

						2024 Greenhouse Gas Emissions Report (published in 2025) BlackRock reports its corporate GHG emissions for Scope 1, 2 and certain categories of Scope 3. BlackRock's 2024 GHG Emissions Report provides information for the year-ended December 31, 2024, unless otherwise noted. An updated report for 2025 is expected to be published in Q3 2026.

						2024 Sustainability Disclosure (published in 2025) BlackRock periodically publishes a Sustainability Disclosure, aligned with the SASB’s standard for Asset Management & Custody Activities. The report provides information for the year-ended December 31, 2024. An updated report for 2025 is expected to be published in Q3 2026.



In the spirit of attracting talent from broad backgrounds, BlackRock also provides formal recruiting programs for Veterans (former service members transitioning to civilian careers) and Returners (individuals who have taken a career break of 18 months or more).



BlackRock also maintains an Employee Stock Purchase Plan (“ESPP”). The ESPP provides participating employees in the U.S., U.K., Australia, Hong Kong, Singapore, and Canada with the opportunity to share in the ownership of the Company by purchasing BlackRock stock at a discounted price.



During these reviews, the Board discusses: •Potential successors to the CEO in the event of an emergency or the CEO’s retirement; •CEO recommendations and evaluations of potential successors for BlackRock’s top executives, along with a review of any development plans for these individuals; and •Our approach to developing future senior leaders.



			BlackRock periodically reviews our memberships in these trade associations, and the positions they support, to evaluate whether there is alignment with our views on public policy matters we consider material to our efforts to serve our investors and clients. Where we identify a significant inconsistency on a material strategic policy issue, we will discuss and review our options with respect to such organization, including the benefits and challenges associated with our continued membership. Actions that we may take to address material misalignment include engagement with the trade association, clarifying BlackRock’s position through public statements or consideration of the termination of our membership in the trade association.


			Mail: BlackRock, Inc. Attn: Board of Directors c/o Corporate Secretary 50 Hudson Yards New York, New York 10001						Online: Go to the BlackRock website at https://ir.blackrock.com. Under the headings “Governance / Governance Overview / Contact Our Board of Directors,” you will find a link that may be used for writing an electronic message to the Board, the Lead Independent Director, any individual director or any group or committee of directors.


Director Compensation Element	Payment or Value of Equity

Board Service(1)			Board Service Annual Payments Stock Ownership Requirement $500,000 within five years of joining the Board
Annual Retainer(2)	$100,000
Annual Equity Grant(3)	$250,000 in the form of deferred stock units
Lead Independent Director	$100,000

Committee Service
Committee Annual Retainers(1)(2)(4)	Chair	Member
Audit Committee	$40,000	$25,000
MDCC	$30,000	$15,000
NGC	$30,000	$15,000
Risk Committee	$30,000	$15,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Pamela Daley	162,733	248,930	411,663
William E. Ford	145,224	248,930	394,154
Gregory J. Fleming(3)	82,500	251,656	334,156
Fabrizio Freda	114,653	248,930	363,583
Murry S. Gerber	215,000	248,930	463,930
Margaret “Peggy” L. Johnson	139,921	248,930	388,851
Cheryl D. Mills	130,000	248,930	378,930
Kathleen Murphy(3)	94,430	251,656	346,086
Amin H. Nasser	114,653	248,930	363,583
Gordon M. Nixon	145,224	248,930	394,154
Adebayo Ogunlesi(4)	—	—	4,038,215
Kristin C. Peck	122,528	248,930	371,458
Charles H. Robbins	114,653	248,930	363,583
Marco Antonio Slim Domit	69,771	248,930	318,701
Hans E. Vestberg	139,942	248,930	388,872
Susan L. Wagner	155,000	248,930	403,930
Mark Wilson	155,000	248,930	403,930



Stephen Cohen age 50			Senior Managing Director, has been Chief Product Officer and Head of Global Product Solutions since January 2024. Prior to that, Mr. Cohen served as Head of Europe, Middle East and Africa (EMEA) from April 2021 to January 2024. Previously, Mr. Cohen served as Head of the iShares and Wealth businesses in EMEA and oversaw Index Investments in EMEA from 2017 to 2021. He served as Global Head of Fixed Income Indexing from 2011 to 2017. Mr. Cohen joined BlackRock in 2011 from Nomura, where he was the Global Head of Equity Linked Strategy.


Robert L. Goldstein age 52			Senior Managing Director, has been Chief Operating Officer since 2014. Prior to assuming the COO role, he led BlackRock’s Institutional Client Business from 2012 to 2014. Mr. Goldstein has spent his entire career at BlackRock, beginning in 1994 as an analyst in the Company’s Portfolio Analytics Group.


Caroline Heller age 48			Senior Managing Director, has been Global Head of Human Resources since January 2023. Prior to becoming Global Head of Human Resources, Ms. Heller was the Head of Talent and Business Partners from May 2021 to December 2022. Before joining BlackRock, Ms. Heller worked at Goldman Sachs for over 20 years, where she held several leadership roles in Human Capital Management, including serving as Head of the Business Partners and Talent Acquisition teams from May 2020 to February 2021 and Head of Talent Management from January 2018 to May 2020.


J. Richard Kushel age 59			Senior Managing Director, has been Head of the Portfolio Management Group, which encompasses BlackRock’s liquid markets, active investing across Fixed Income, Equities and Multi-Asset Strategies, since 2020. Mr. Kushel’s prior roles include heading Multi-Asset Strategies, Global Fixed Income, Strategic Product Management, BlackRock Investment Stewardship, and the BlackRock Investment Institute. He also previously served as Chief Product Officer and Deputy Chief Operating Officer. Mr. Kushel has been with BlackRock since 1991.


Rachel Lord age 60			Senior Managing Director, has been Head of International since January 2024. Prior to this, Ms. Lord served as Head of Asia Pacific from May 2021 to January 2024, and Head of EMEA from 2017 to May 2021. From 2013 to 2017, she was EMEA Head of iShares and Head of Global Clients, ETF and Index Investments. Ms. Lord joined BlackRock in November 2013 from Citigroup where she was Global Head of Corporate Equity Derivatives.


Christopher J. Meade age 57			Senior Managing Director, has been Chief Legal Officer of BlackRock since 2016 and General Counsel since 2015. Before joining BlackRock in 2015, Mr. Meade was the General Counsel of the U.S. Department of the Treasury. Previously, he was a partner with the law firm of Wilmer Cutler Pickering Hale and Dorr. Earlier in his career, Mr. Meade served as a law clerk to Justice John Paul Stevens on the U.S. Supreme Court and Judge Harry T. Edwards of the U.S. Court of Appeals for the D.C. Circuit.


Martin S. Small age 50			Senior Managing Director, has been Chief Financial Officer of BlackRock since February 2023, and also serves as BlackRock’s Global Head of Corporate Strategy. Previously, Mr. Small was Head of U.S. Wealth Advisory from 2018 to February 2023 and Head of U.S. and Canada iShares from 2014 to 2018. From 2008 to 2014, he helped establish, and served in global and regional leadership roles for, the Financial Markets Advisory group. Mr. Small joined BlackRock in 2006 as a member of the Legal & Compliance Department. Prior to joining BlackRock, Mr. Small was a corporate lawyer with the law firm of Davis Polk & Wardwell in New York and a federal law clerk for the Honorable Richard Owen of the U.S. District Court for the Southern District of New York.



			The policy defines a related person transaction as any transaction or arrangement in which the amount involved exceeds $120,000, where BlackRock or any of its subsidiaries is a participant and a related person has a direct or indirect material interest. For purposes of the policy, a “related person” is any person who is, or was during the last fiscal year, a BlackRock director or executive officer, or a director nominee, or any person who is a beneficial owner of more than 5% of any class of BlackRock’s voting securities, or any immediate family member of any of the foregoing persons.


			ITEM 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers