UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:
☐    Preliminary Proxy Statement	☐     Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒    Definitive Proxy Statement
☐    Definitive Additional Materials
☐    Soliciting Material Pursuant to  §240.14a-12

BlackRock, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Delivering Value to All

Stakeholders to Generate

Durable Returns For

Shareholders

BlackRock, Inc. (“BlackRock” or the “Company”) is a global asset manager with approximately 16,500 employees in more than 30 countries. Our purpose is to help more and more people experience financial well-being and we do this by helping millions of people invest to build savings, making investing easier and more affordable, advancing sustainable investing and contributing to a more resilient economy. By operating with a strong sense of purpose each and every day, we position ourselves to deliver better outcomes for clients no matter the market environment, create opportunities for employees, support communities and generate more consistent financial results for shareholders.

We have continuously invested in our business to build the world’s largest and most comprehensive investment platform across active and index funds, with solutions ranging from illiquid alternatives to cash management strategies. Our diverse investment platform is supported by our technology and risk management system, Aladdin^®, which helps us better identify risks and opportunities and make portfolios more resilient for our clients. The stability of BlackRock’s globally integrated asset management and technology platform drives strong, long-term performance and consistent financial results, which allows us to continuously and deliberately invest in our business and enhances BlackRock’s ability to:

Generate	Leverage our scale	Return capital to
differentiated	for the benefit of all	shareholders on
organic growth	stakeholders	a consistent and
		predictable basis

Over the long term, BlackRock has delivered on each of these pillars. We have generated differentiated organic growth and delivered operating margin expansion. We have prioritized investment in our business to first drive growth and then returned excess cash flow to shareholders. Our capital return strategy has been balanced between dividends, where we target a 40-50% payout ratio, and a consistent share repurchase program.

Our framework for generating long-term shareholder value was developed in close collaboration with our Board of Directors (the “Board”), and the Board actively oversees our broader strategy and our ability to successfully execute it.

In 2021, we will continue to strategically and efficiently invest in BlackRock to optimize future growth to benefit all of our stakeholders. We will accelerate investments in areas we believe have high growth potential such as ETFs, illiquid alternatives and technology; keep active management at the heart of BlackRock; lead as a whole portfolio advisor across asset classes; and further integrate sustainability across our platform.

 

“The hardships

  experienced by people

  globally in 2020, and

  the inequities further

  exacerbated by the

  pandemic, have only

  strengthened

  BlackRock’s sense of

  responsibility to help

  millions of people invest

  to build savings; make

  investing easier and

  more affordable;

  advance sustainable

  investing; and

  contribute to a more

  resilient economy.”

Laurence D. Fink

Chairman and

Chief Executive Officer

BlackRock, Inc.

55 East 52nd Street

New York, New York, 10055

April 16, 2021

To Our Shareholders:

Just as BlackRock is a fiduciary to our clients, helping them invest for the future, I recognize many of you are investing in BlackRock to achieve your own long-term goals and I want to thank you for your continued support and confidence in our company. More than 13 months after COVID-19 became a global health crisis, we are still confronting its impacts daily. On behalf of BlackRock and our Board of Directors, we hope that you and your loved ones are staying healthy and safe.

In consideration of continued health concerns relating to COVID-19, we are once again holding BlackRock’s Annual Meeting of Shareholders virtually. We welcome you to join us on May 26, 2021 at 8:00 a.m. EDT at www.virtualshareholdermeeting.com/BLK2021. You may vote your shares via the Internet and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BLK2021. As we do each year, we will address the voting items in this year’s Proxy Statement and take your questions. Regardless of whether you plan to join the meeting, your vote is important, and we encourage you to review the enclosed materials and submit your proxy.

Over the past year, the COVID-19 pandemic has enveloped the entire globe and changed it permanently. It has both exacted a horrific human toll and transformed the way we live – the way we work, learn, access medicine, and much more. While we face great challenges ahead on the path to recovery, I am a long-term optimist and am encouraged by the positive societal changes that are emerging from this pandemic. As I wrote in January, we are seeing an acceleration in the tectonic shift towards sustainability and people, companies and governments working together to confront the global threat of climate change. In one of the great triumphs of modern science, multiple vaccines were developed in record time. And importantly, the pandemic has amplified the need for companies to operate with a clear sense of purpose and serve all of their stakeholders – customers, employees and communities – in order to deliver long-term, durable returns for their shareholders.

I am incredibly proud of BlackRock’s unwavering commitment to living our purpose and maintaining a clear long-term vision throughout these challenging times. The hardships experienced by people globally in 2020, and the inequities further exacerbated by the pandemic, have only strengthened BlackRock’s sense of responsibility to help millions of people invest to build savings; make investing easier and more affordable; advance sustainable investing; and contribute to a more resilient economy.

Our strong 2020 performance is a testament to the trust our clients place in us to help them navigate uncertain markets and our ability to meet their needs. Our diverse global investment platform – with active and index strategies across all asset classes, integrated technology, data and risk management, and global scale and connectivity enables us to deliver strong and consistent investment performance and more stable outcomes for clients. Our differentiated approach is resonating with clients and, as a result, they entrusted BlackRock with $391 billion of net new assets in 2020. We saw incredible momentum across our entire business during the year: we generated record net inflows into active equity, sustainable, cash and alternative strategies and had more than $1 billion of net inflows in each of 19 countries and 104 different products, reflecting the strength and depth of our diversified platform. Our technology services business eclipsed $1 billion in annual revenue for the first time, as the pandemic has accelerated the need for robust operating and risk management technology. And we executed on our shareholder value framework by delivering revenue, operating income and earnings growth. After investing back in our business to serve all our stakeholders, we returned approximately $3.8 billion of cash to shareholders through a combination of dividends and share repurchases.

The strength and consistency of BlackRock’s results, regardless of the market environment, are directly linked to our diverse and engaged Board, and strong corporate governance and sustainability frameworks. BlackRock’s Board plays an integral role in our governance, strategy, growth and success. It has always been important that our Board functions as a key strategic governing body that both challenges and advises our leadership team and guides BlackRock into the future. It is also critical that we have a robust corporate governance framework to ensure we are executing on our strategy, fulfilling our fiduciary responsibilities to clients and serving all of our stakeholders over the long-term.

BlackRock is committed to living our purpose of helping more and more people experience financial well-being. It is critical that we continue aggressively investing in our business to serve clients, inspire our employees and support our communities, so we can continue delivering durable profits for you, our shareholders, and make a positive impact on society. Now, more than ever, compassion and forward-thinking will be essential to our future.

Thank you again for your continued commitment to BlackRock and I hope to see you in person next year.

Sincerely,

Laurence D. Fink

Chairman and Chief Executive Officer

Notice of 2021

Annual Meeting of

Shareholders

Annual Meeting of Shareholders

	Date & Time		Location		Record Date
Wednesday, May 26, 2021		www.virtualshareholdermeeting.com/		Monday, March 29, 2021
8:00 a.m. EDT		BLK2021

Voting Matters

At or before the 2021 Annual Meeting of Shareholders (“Annual Meeting”), we ask that you vote on the following items:

Proposal	Board Recommendation		Page Reference
Item 1 Election of Directors		Vote FOR each director nominee		10
Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers		Vote FOR		52
Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm		Vote FOR		90
Items 4A-4C Approval of Amendments to Our Amended and Restated Certificate of Incorporation (the “Charter”) to (i) provide shareholders with the right to call a special meeting, (ii) eliminate certain supermajority vote requirements and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions		Vote FOR		93
Item 5 Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation		Vote AGAINST		98

Your vote is important — How to vote:

	Internet		Mail
Visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the web page.		Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
	Telephone		During the Meeting
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.		This year’s meeting will be virtual. For details on voting your shares during the Annual Meeting, see “Questions and Answers about the Annual Meeting and Voting.”

Please note that we are furnishing proxy materials and access to our Proxy Statement to our shareholders via our website instead of mailing printed copies to each of our shareholders. By doing so, we save costs and reduce our impact on the environment. Beginning on April 16, 2021, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote online. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose. Your vote is important and we encourage you to vote promptly, whether or not you plan to attend the Annual Meeting. By Order of the Board of Directors,		How to Sign up for Electronic Delivery It’s easier and faster to receive future shareholder materials electronically. Remember, you can change your preference at any time. To sign up for electronic delivery: If your shares are registered in your name, please visit www.proxyvote.com and follow the instructions. If your shares are held in the name of a broker, bank or other nominee, please contact them for instructions on how to sign up for electronic delivery.
R. Andrew Dickson III Corporate Secretary April 16, 2021	BlackRock, Inc. 55 East 52nd Street, New York, New York 10055

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting to be held on Wednesday, May 26, 2021: our Proxy

Statement and 2020 Annual Report are available free of charge on our

website at http://ir.blackrock.com/

Contents

Proxy Summary	1
Governance Highlights	2
Compensation Discussion and Analysis Highlights	6
Item 1 Election of Directors	10
Director Nominees	10
Director Nomination Process	11
Criteria for Board Membership	11
Director Candidate Search	14
Director Nominee Biographies	15
Corporate Governance	23
Our Corporate Governance Framework	23
Our Board and Culture	23
Our Board Leadership Structure	26
Board Evaluation Process	27
Board Refreshment	28
Board Committees	29
Sustainability at BlackRock	35
BlackRock’s Impact on its People	37
Corporate Governance Practices and Policies	41
Shareholder Engagement and Outreach	42
Communications with the Board	43
2020 Director Compensation	43
Other Executive Officers	46
Ownership of BlackRock Common Stock	47
Certain Relationships and Related Transactions	49
PNC and its Subsidiaries	49
Transactions with BlackRock Directors, Executive Officers and Other Related Parties	50
Management Development & Compensation Committee Interlocks and Insider Participation	51
Item 2 Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers	52

Management Development & Compensation Committee Report	53
Executive Compensation	54
Compensation Discussion and Analysis (see separate table of contents)	54
Executive Compensation Tables	81
Item 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm	90
Fees Incurred by BlackRock for Deloitte	91
Audit Committee Pre-Approval Policy	91
Audit Committee Report	92
Items 4A-4C Approval of Amendments to Our Charter	93
Item 5 Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation	98
Annual Meeting Information	100
Questions and Answers About the Annual Meeting and Voting	100
Important Additional Information	102
Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders	103
Other Matters	104
Annex A
Non-GAAP Reconciliation	A-1
Annex B
Description of PNC Stockholder Agreement	B-1
Annex C
Amendment to Our Charter to Provide Shareholders the Right to Call Special Meetings – Item 4A	C-1

Annex D
Amendment to Our Charter to Eliminate Supermajority Voting Requirements – Item 4B	D-1
Annex E
Amendments to Our Charter to Eliminate Provisions That Are No Longer Applicable and Make Other Technical Revisions – Item 4C	E-1

Index of Frequently Requested Information
BlackRock’s Impact on its People	37
Sustainability at BlackRock	35
Board Diversity	12
CEO Pay Ratio	88
Clawback Policy	79
Director Independence	11
Hedging and Pledging Policy	79
Peer Group	65
Public Policy Engagement	41
Stock Ownership Guidelines for Directors	43
Stock Ownership Guidelines for NEOs	79

BLACKROCK, INC. 2021 PROXY STATEMENT    i

Helpful Resources

Where You Can Find

More Information

Annual Meeting

Proxy Statement:

http://ir.blackrock.com/financials/annual-reports-and-proxy

Annual Report:

http://ir.blackrock.com/financials/annual-reports-and-proxy

Voting Your Proxy via the Internet Before the

Annual Meeting:

www.proxyvote.com

Board of Directors

http://ir.blackrock.com/board-of-directors

Communications with the Board

http://ir.blackrock.com/governance-overview under the heading

“Contact Our Board of Directors”

Governance Documents

http://ir.blackrock.com/governance-overview

• Categorical Standards of Director Independence

• Corporate Governance Guidelines

• Committee Charters

• Code of Business Conduct and Ethics

• Code of Ethics for Chief Executive and Senior Financial Officers

• Lead Independent Director Guidelines

Investor Relations

http://ir.blackrock.com

Sustainability

www.blackrock.com/corporate/sustainability

Other

Public Policy “Insights”:

www.blackrock.com/corporate/insights/public-policy

Lobbying Disclosure Act:

www.senate.gov/legislative/lobbyingdisc.htm

Federal Election Commission:

www.fec.gov/data/reports/pac-party

Definition of Certain Terms

or Abbreviations

AUM	Assets under Management
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Committees	The Audit, Management Development & Compensation, Nominating, Governance & Sustainability, Risk and Executive Committees
Compensation Committee	Management Development & Compensation Committee
COO	Chief Operating Officer
Deloitte	Deloitte & Touche LLP
ESG	Environmental, social and governance
GAAP	Generally Accepted Accounting Principles in the United States
GEC	Global Executive Committee
Governance Committee	Nominating, Governance & Sustainability Committee
NEO	Named Executive Officer
NTM	Next Twelve Months
NYSE	New York Stock Exchange
PAC	Political Action Committee
PNC	The PNC Financial Services Group, Inc.
RSU	Restricted Stock Unit
SEC	Securities and Exchange Commission
Traditional Peers	Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price

ii    BLACKROCK, INC. 2021 PROXY STATEMENT

Proxy Summary

This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting.

Annual Meeting of Shareholders

	Date & Time		Location		Record Date
Wednesday, May 26, 2021		www.virtualshareholdermeeting.com/		Monday, March 29, 2021
8:00 a.m. EDT		BLK2021

Voting Matters

Shareholders will be asked to vote on the following matters at the Annual Meeting:

	Board Recommendation			Page Reference
ITEM 1. Election of Directors The Board believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.			Vote FOR each director nominee		10
ITEM 2. Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers BlackRock seeks a non-binding advisory vote from its shareholders to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board values the opinions of our shareholders and will take into consideration the outcome of the advisory vote when considering future executive compensation decisions.			Vote FOR		52
ITEM 3. Ratification of the Appointment of the Independent Registered Public Accounting Firm The Audit Committee has appointed Deloitte to serve as BlackRock’s independent registered public accounting firm for the 2021 calendar year and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Deloitte to serve as BlackRock’s independent auditor is in the best interests of the Company and its shareholders.			Vote FOR		90
ITEMS 4A-4C. Approval of Amendments to Our Charter The Board recommends that shareholders approve amendments to BlackRock’s Charter, which would (i) provide shareholders with the right to call a special meeting, (ii) eliminate certain supermajority vote requirements and (iii) eliminate certain provisions that are no longer applicable and make certain other technical revisions.			Vote FOR		93
ITEM 5. Shareholder Proposal – Amend Certificate of Incorporation to Convert to a Public Benefit Corporation The Board believes that the actions requested by the proponent are unnecessary and not in the best interest of our shareholders.			Vote AGAINST		98

BLACKROCK, INC. 2021 PROXY STATEMENT     1

Proxy Summary  |  Governance Highlights

What’s New?

We continually review our approach to corporate governance, culture, sustainability and compensation to make certain that BlackRock is in a position to consistently deliver on its commitment to sustaining a culture of high performance, collaboration, innovation and fiduciary responsibility. We believe providing a broader understanding of our perspectives on these items will be beneficial to you as you consider this year’s voting matters. This year’s updated items include:

• Disclosures of Board-level oversight in connection with COVID-19 – see “Board Oversight of COVID-19 Response” on page 24

•
Enhanced disclosure on BlackRock’s approach to sustainability – see “Sustainability at BlackRock” on page 35

• Enhanced disclosure on human capital management, including our Diversity, Equity and Inclusion strategy – see “BlackRock’s Impact on its People” on page 37

• Enhanced disclosure on Board diversity – see “Board Profile and Diversity” and “Board Diversity” on pages 3 and 12

Governance Highlights

Board Composition

(16 director nominees)

The Board believes that its size, albeit larger than the average public company board, is imperative to achieving the diversity of thought, experience and geographical expertise necessary to oversee our large and complex global business. The range of insights and experience of our Board supports BlackRock’s business and strategic growth areas, which include our diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes, as well as technology services and advisory services and solutions.

The Governance Committee regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to BlackRock’s current and future global business and strategy.

Board Tenure⁽¹⁾

The Board considers length of tenure when reviewing nominees in order to maintain an overall balance of experience, continuity and fresh perspective.

	8 years: Average tenure of
	all director nominees
	6 years: Average tenure of
	independent director nominees

Board Refreshment

Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of experience and qualifications, introduce fresh perspectives and broaden and diversify the views and experience represented on the Board.

Over the past 5 years:

⁽¹⁾ Percentages do not sum to 100% due to rounding.

2 BLACKROCK, INC. 2021 PROXY STATEMENT

Proxy Summary  |  Governance Highlights

Board Independence and Leadership

Each year the Board reviews and evaluates our Board leadership structure. The Board has appointed Laurence D. Fink as its Chairman and Murry S. Gerber as its Lead Independent Director.

                      

Board Profile and Diversity

The partnership and oversight of a diverse board with proven leadership experience is essential to creating long-term shareholder value.

                      

BlackRock and its Board believe diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. The diverse backgrounds of our individual directors help the Board better oversee BlackRock’s management and operations and assess risk and opportunities for the Company’s business model from a variety of perspectives.
	Director self-identification of race/ethnicity: •  1 Black / African American •  1 Hispanic / Latin American •  1 Middle-Eastern / North African

The Board has and will continue to make diversity in gender, race/ethnicity, age, career experience and nationality – as well as diversity of mind – a priority when considering director candidates.

Board and Committee Oversight of Environmental, Social and Sustainability Matters

BlackRock’s governance of climate and sustainability-related matters reflects our commitment to strong leadership and oversight at the senior management and Board levels. BlackRock’s Board engages with senior leaders on near- and long-term business strategy and reviews management’s performance in delivering on our framework for long-term value creation, including as it relates to sustainability. Additionally, the Governance Committee is directly responsible for overseeing:

	Investment   Stewardship		Social Impact		Corporate Sustainability		Public Policy
The Governance Committee periodically reviews corporate and investment stewardship-related policies, programs and significant publications relating to environmental (including climate change), social and other sustainability matters.		The Governance Committee reviews BlackRock’s philanthropic program (“Social Impact”) and its strategy, which is focused on efforts to support a more inclusive and sustainable economy.		The Governance Committee periodically reviews BlackRock’s corporate sustainability program, including through reports from BlackRock’s Corporate Sustainability team, which is responsible for overseeing efforts to incorporate sustainability into BlackRock’s business practices, operations and strategy and setting environmental sustainability objectives and strategy for our operations.		The Governance Committee has oversight of the Company’s corporate political activities and periodically reviews BlackRock’s public policy and advocacy activities, including public policy priorities, political contributions and memberships in trade associations.

Governance Committee oversight provides an additional layer of accountability to assist in BlackRock’s progress on these important initiatives for the benefit of all stakeholders. As appropriate, the Governance Committee makes recommendations on these matters to the full Board.

BLACKROCK, INC. 2021 PROXY STATEMENT     3

Proxy Summary  |  Governance Highlights

Our Director Nominees

	Age at Record Date				Committee Memberships (effective following the Annual Meeting)
Nominee		Primary Occupation	Director since		Audit		Compensation	Governance	Risk	Executive
Bader M. Alsaad	63	Chairman of the Board and Director General of the Arab Fund for Economic & Social Development		2019				●	●
Pamela Daley	68	Former Senior Vice President of Corporate Business Development, General Electric Company		2014		●			●	●
Jessica P. Einhorn	73	Former Dean of Paul H. Nitze School of Advanced International Studies at Johns Hopkins University		2012			●		●
Laurence D. Fink	68	Chairman and CEO of BlackRock		1999						●
William E. Ford	59	Chairman and CEO of General Atlantic		2018			●	●		●
Fabrizio Freda	63	President and CEO of Estée Lauder Companies Inc.		2012				●
Murry S. Gerber Lead Independent Director	68	Former Chairman and CEO of EQT Corporation		2000		●		●		●
Margaret “Peggy” L. Johnson	59	CEO of Magic Leap, Inc.		2018		●	●
Robert S. Kapito	64	President of BlackRock		2006
Cheryl D. Mills	56	Founder and CEO of BlackIvy Group		2013			●	●
Gordon M. Nixon	64	Former President and CEO of Royal Bank of Canada		2015			●	●		●
Charles H. Robbins	55	Chairman and CEO of Cisco Systems, Inc.		2017					●
Marco Antonio Slim Domit	52	Chairman of Grupo Financiero Inbursa, S.A.B. de C.V.		2011		●	●
Hans E. Vestberg	55	Chairman and CEO of Verizon Communications, Inc.		N/A		●
Susan L. Wagner	59	Former Vice Chairman of BlackRock		2012		●			●	●
Mark Wilson	54	Co-Chairman and CEO of Abacai		2018		●			●
Number of Committee Meetings Held in 2020:						14	9	6	7	0

● Chairperson

4 BLACKROCK, INC. 2021 PROXY STATEMENT

Proxy Summary  |  Governance Highlights

Governance Practices

We are vocal advocates for the adoption of sound corporate governance policies that include strong Board leadership and strategic deliberation, prudent management practices and transparency.

Highlights of our governance practices include:

• Annual election of directors

• Majority voting for directors in uncontested elections

• Lead Independent Director may call special meetings of directors without management present

• Executive sessions of independent directors

• Annual Board and Committee evaluations

• Risk oversight by Board and Committees

• Strong investor outreach program

• Meaningful stock ownership requirements for directors and executives

• Annual advisory vote on executive compensation

• Proxy access for shareholders

• Annual review of Committee charters and Corporate Governance Guidelines

• Human capital management oversight by Board and Committees

• Governance Committee oversight of corporate and investment stewardship-related policies and programs relating to social, environmental and other sustainability matters, BlackRock’s philanthropy program and strategy and corporate political activities

Additionally, shareholders are being asked to approve amendments to our Charter at this Annual Meeting, which would further enhance our corporate governance practices by providing shareholders with the right to call a special meeting.

Stock Ownership Guidelines

Our stock ownership guidelines require the Company’s GEC members to own shares with a target value of:

• $10 million for the CEO;

• $5 million for the President; and

• $2 million for all other GEC members.

As of December 31, 2020, all NEOs exceeded our stock ownership guidelines.

Shareholder Engagement and Outreach

Our Shareholder Engagement Process

We conduct shareholder outreach throughout the year to engage with shareholders on issues that are important to them. We report back to our Board on this engagement as well as specific issues to be addressed.

BLACKROCK, INC. 2021 PROXY STATEMENT     5

Proxy Summary  |  Compensation Discussion and Analysis Highlights

Compensation Discussion and

Analysis Highlights

Compensation Policies and Practices

Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:

  What We Do    Review pay and performance alignment;    Balance short- and long-term incentives, cash and equity and fixed and variable pay elements;    Maintain a clawback policy that allows for the recoupment of annual and long-term performance-based compensation in the event that financial results require a significant restatement due to the actions of an employee;    Provide for the forfeiture of equity awards upon certain restrictive covenant breaches and other actions constituting cause for termination;    Require one-year minimum vesting for awards granted under the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan (the “Stock Plan”);    Maintain meaningful stock ownership and retention guidelines;    Prohibit hedging, pledging or short selling of BlackRock securities by Section 16 officers and directors;    Limit perquisites;    Assess and mitigate compensation risk;    Solicit an annual advisory vote on executive compensation; and    Annually review the independence of the compensation consultant retained by the Compensation Committee.     What We Don’t Do    No ongoing employment agreements or guaranteed compensation arrangements for NEOs;    No automatic single trigger vesting of equity awards or transaction bonus payments upon a change-in-control;    No dividends or dividend equivalents on unearned RSUs, stock options or stock appreciation rights;    No repricing of stock options;    No cash buyouts of underwater stock options;    No tax reimbursements for perquisites;    No tax gross-ups for excise taxes;    No supplemental retirement benefits for NEOs; and    No supplemental severance benefits for NEOs beyond standard severance benefits under BlackRock’s Severance Pay Plan (the “Severance Plan’’).

Incentive Program – Pay-for-Performance Highlights

Our total annual compensation structure embodies our commitment to align pay with performance, as highlighted in the following Compensation Discussion and Analysis sections:

What to Look for		Where to Find it
	Compensation program objectives	“Our Compensation Program” beginning on page 60
	Performance assessments for NEOs based on weighted, pre-set objectives	“How We Determine Total Incentive Amounts for NEOs” on page 8
	Assessments include financials as the highest weighted input, including relative and year-over-year performance	“2020 Financial Performance” on page 56 “2020 NEO Compensation and Performance Summaries” beginning on page 67
	Total incentive outcomes tied to formulaic percentage ranges	“Pay and Performance Alignment for NEOs – Total Incentive Award Determination” on page 57 “NEO Total Annual Compensation Summary” on page 58
	Actual performance of historical incentive awards	“2017 BPIP Award: Actual Performance and Payout” on page 63

6 BLACKROCK, INC. 2021 PROXY STATEMENT

Proxy Summary  |  Compensation Discussion and Analysis Highlights

2020 Financial Performance⁽¹⁾

BlackRock’s 2020 results reflect our differentiated ability to deliver global insights, strategic advice and comprehensive solutions to our clients in a challenging market environment. We generated $391 billion of total net inflows for the full year, representing 5% organic asset growth and 7% organic base fee growth. We delivered revenue, operating income and earnings growth, expanded our margin and returned $3.8 billion to shareholders. Despite a volatile market environment and uncertain economic backdrop, BlackRock continued to invest in our business to serve all our stakeholders, drive long-term growth and lead the evolution of the asset management industry. Long-term investment performance results across our alpha-seeking and index strategies as of December 31, 2020 remain strong and are detailed in Part I, Item 1 – Business of our 2020 Form 10-K.

Differentiated Organic Growth	Operating Leverage
BlackRock generated 5% organic asset growth and 7% organic base fee growth in 2020	BlackRock improved its Operating Margin, as adjusted, by 120 bps to 44.9% in 2020

Consistent Capital Return	Earnings Per Share Growth
BlackRock returned $3.8 billion to shareholders in 2020	BlackRock grew diluted earnings per share, as adjusted, by 19% to $33.82 in 2020

(1) Amounts in this section, where noted, are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A.

(2) Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price.

BLACKROCK, INC. 2021 PROXY STATEMENT     7

Proxy Summary  |  Compensation Discussion and Analysis Highlights

How We Pay NEOs

Each of BlackRock’s NEOs, through their various roles and responsibilities, contributes to the firm-wide objectives summarized below. Under the NEO total incentive award determination framework, the Compensation Committee assesses each NEO’s performance individually, based on three categories, with 50% of the award opportunity dependent on BlackRock’s achievement of financial performance goals, 30% dependent on BlackRock’s progress towards meeting our strategic objectives as measured by our business strength and 20% dependent on BlackRock’s progress towards meeting its organizational priorities. Our commitment to sustainability is incorporated within our Business Strength and Organizational Strength objectives. The Compensation Committee’s performance assessment is directly related to each NEO’s total incentive outcome, which includes all variable pay.

For each NEO’s performance assessment, please refer to the section “2020 NEO Compensation and Performance Summaries” on page 67.

How We Determine Total Incentive Amounts for NEOs

BlackRock Performance % of Award Opportunity	Measures	Indicative BlackRock Performance Metrics
		2019	2020
Financial   Performance	Net New Business ($ billion)	$429	$391
	Net New Base Fee Growth	5%	7%
	Operating Income, as adjusted(1) ($ million)	$5,551	$6,284
	Year-over-year change	+0%	+13%
	Operating Margin, as adjusted(1)	43.7%	44.9%
	Year-over-year change	- 60bps	+ 120bps
	Diluted Earnings Per Share, as adjusted(1)	$28.48	$33.82
	Year-over-year change	+ 6%	+ 19%
	Share Price Data	BLK	Traditional Peers(2)
	NTM P/E Multiple(3)	20.6x	10.1x
	Annual appreciation/depreciation	+ 44%	+ 10%
Business   Strength	Deliver for clients
	•   Drove exceptional long-term investment performance across BlackRock’s active platform, delivering over $30 billion of alpha for clients in 2020, as over 85% of fundamental active equity, systematic active equity and taxable fixed income assets performed above their respective benchmarks or peer medians for the trailing five-year period.
	•   Expanded ETF investment options to clients, resulting in $185 billion of inflows across iShares® and $89 billion of the net inflows in Fixed Income iShares; launched over 100 new sustainable products.
	•   Aladdin provided operational resilience and risk management for clients amidst record market volatility and increased client demand drove a record $1.1 billion of annual technology services revenue.
	Evolve how we serve clients
	•   Executed against sustainability commitments, strengthening BlackRock’s ability to serve clients with sustainability research, investment solutions and technology.
	•   Grew the illiquid alternatives platform to $86 billion AUM. Raised a record $25 billion of client capital in 2020, led by infrastructure, private equity solutions and private credit.
	Lead in a changing world
	•   Quickly responded in supporting clients during the pandemic and volatile markets, leveraging our scale and connectivity to deliver strong investment performance and more stable outcomes for clients.
	•   Focused on advancing racial equity through public policy and legislative outcomes where we operate.
Organizational   Strength	Attract and inspire talent
	•   Increased senior leader accountability of talent and succession, with more rigorous Talent Bench Reviews and the roll-out of sponsorship programs for underrepresented talent.
	Inclusion and diversity
	•   Progressed toward our senior women leadership target of 30%, increasing 80 basis points from the prior year to 29.7% representation in senior roles at the end of 2020.
	•   Built a strong pipeline of future talent through the most diverse Graduate Analyst Program class yet, with 58% female representation globally and 29% Black and Latinx representation in the U.S.
	Purpose and culture
	•   Despite the challenging environment, fostered a purpose driven culture globally, which was evidenced by the Employee Opinion Survey results, with 91% of employees indicating that they are proud to work at BlackRock and over 80% feeling that BlackRock is invested in their well-being.
	•   Prioritized the health and safety of employees during the pandemic, providing COVID-19 testing globally, free telemedicine options and additional support for families.

(1) Amounts are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A.

(2) Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price.

(3) NTM P/E multiple refers to the Company’s share price as of December 31, 2020, divided by the consensus estimate of the Company’s expected earnings over the next 12 months. Sourced from FactSet.

8 BLACKROCK, INC. 2021 PROXY STATEMENT

Proxy Summary  |  Compensation Discussion and Analysis Highlights

NEO Total Annual Compensation Summary

Following a review of full-year business and individual NEO performance, the Compensation Committee determined 2020 total annual compensation outcomes for each NEO, as outlined in the table below.

			2020 Total Incentive Award
Name	Base Salary		Cash		Deferred Equity		Long-Term Incentive Award (BPIP)		Total Annual Compensation (“TAC”)		% change in TAC vs. 2019
Laurence D. Fink		$1,500,000		$9,500,000		$3,950,000		$14,900,000		$29,850,000		18%
Robert S. Kapito		$1,250,000		$8,250,000		$3,937,500		$11,187,500		$24,625,000		23%
Robert L. Goldstein		$500,000		$3,175,000		$2,325,000		$5,750,000		$11,750,000		19%
Mark Wiedman		$500,000		$2,675,000		$1,725,000		$5,600,000		$10,500,000		24%
Gary S. Shedlin		$500,000		$2,800,000		$1,850,000		$3,350,000		$8,500,000		18%

The amounts listed above as “2020 Total Incentive Award: Deferred Equity” and “2020 Total Incentive Award: Long-Term Incentive Award (BPIP)” were granted in January 2021 in the form of equity and are in addition to the cash award amounts listed above as “2020 Total Incentive Award: Cash.” In conformance with SEC requirements, the “2020 Summary Compensation Table” on page 81 reports equity in the year granted but cash in the year earned.

Pay-for-Performance Compensation Structure for NEOs

Our total annual compensation structure embodies our commitment to align pay with performance. More than 90% of our regular annual executive compensation is performance based and “at risk.” Compensation mix percentages shown below are based on 2020 year-end compensation decisions for individual NEOs by the Compensation Committee.

(1) All grants of BlackRock equity, including the portion of the annual incentive awards granted in RSUs and the portion granted under the BlackRock Performance Incentive Plan (“BPIP Awards”), our long-term incentive plan, are approved for each NEO by the Compensation Committee under the Stock Plan, which has been previously approved by shareholders. The Stock Plan allows for multiple types of awards to be granted.

(2) The value of the 2020 BPIP Awards and the value of the annual incentive deferred equity awards were converted into RSUs by dividing the award value by $739.22, which represented the average of the high and low prices per share of common stock of BlackRock on January 15, 2021.

(3) For NEOs other than the CEO and President, higher annual incentive awards are subject to higher deferral percentages, in accordance with the Company’s deferral policy, as detailed on page 60.

    BLACKROCK, INC. 2021 PROXY STATEMENT     9

Item 1:

Election of

Directors

        “BlackRock’sBoard plays an integral role in our governance, strategy, growth and success. It has always been important that our Board functions as a key strategic governing body that both challenges and advises our leadership team and guides BlackRock into the future.”   Laurence D. Fink Chairman and Chief Executive Officer   Director Nominees   Our Board has nominated 16 directors for election at this year’s Annual Meeting on the recommendation of our Governance Committee. Each director will serve until our next annual meeting and until his or her successor has been duly elected, or until his or her earlier death, resignation or retirement.   We expect each director nominee to be able to serve if elected. If a nominee is unable to serve, proxies will be voted in favor of the remainder of those directors nominated and may be voted for substitute nominees, unless the Board decides to reduce its total size.   If all 16 director nominees are elected, our Board will consist of 16 directors, 14 of whom, representing approximately 88% of the Board, will be “independent” as defined in the NYSE listing standards.   Majority Vote Standard for Election of Directors   Directors are elected by receiving a majority of the votes cast in uncontested elections, which means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. In a contested election, directors are elected by receiving a plurality of the shares represented in person or by proxy at any meeting and entitled to vote on the election of directors. A contested election is a situation in which the number of nominees exceeds the number of directors to be elected. Whether an election is contested is determined seven days in advance of when we file our definitive Proxy Statement with the SEC.   Director Resignation Policy   Under the Board’s Director Resignation Policy, any incumbent director who fails to receive a majority of votes cast in an uncontested election must tender his or her resignation to the Board. The Governance Committee will then make a recommendation to the Board about whether to accept or reject the resignation or take other action. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified. The director who tenders his or her resignation under the Director Resignation Policy will not participate in the Board’s decision.

10 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Director Nominees

Director Nomination Process

The Governance Committee oversees the director nomination process. The Governance Committee leads the Board’s annual review of Board performance and reviews and recommends to the Board BlackRock’s Corporate Governance Guidelines, which include the minimum criteria for Board membership. The Governance Committee also assists the Board in identifying individuals qualified to become Board members and recommends to the Board a slate of candidates, which may include both incumbent and new director nominees, to nominate for election at each annual meeting of shareholders. The Governance Committee also may recommend that the Board elect new members to the Board to serve until the next annual meeting of shareholders.

Identifying and Evaluating Candidates for Director

The Governance Committee seeks advice from current directors when identifying and evaluating new candidates for director. The Governance Committee also may engage third-party firms that specialize in identifying director candidates to assist with its search. Shareholders can recommend a candidate for election to the Board by submitting director recommendations to the Governance Committee. For information on the requirements governing shareholder nominations for the election of directors, please see “Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders” on page 103.

The Governance Committee then reviews publicly available information regarding each potential director candidate to assess whether the candidate should be considered further. If the Governance Committee determines that the candidate warrants further consideration, then the Chairperson (or a person designated by the Governance Committee) will contact the candidate. If the candidate expresses a willingness to be considered and to serve on the Board, then the Governance Committee typically requests information from the candidate and reviews the candidate’s accomplishments and qualifications against the criteria described below.

The Governance Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder, although the Governance Committee may consider the number of shares held by the recommending shareholder and the length of time that such shares have been held.

In March of this year, the Governance Committee identified Hans E. Vestberg as a candidate with significant leadership and experience in international business, Continental Europe, sustainability and the technology sector, and recommended him to the Board for consideration. Mr. Vestberg was recommended for consideration to the Governance Committee by our CEO. On March 24, 2021, the Board voted unanimously to nominate Mr. Vestberg for election at the Annual Meeting.

Criteria for Board Membership

Director Independence

Each year, the Board determines the independence of directors in accordance with NYSE listing standards and applicable SEC rules. No director is considered independent unless the Board has determined that he or she has no material relationship with BlackRock.

The Board has adopted the Categorical Standards of Director Independence (the “Categorical Standards”) to help determine whether certain relationships between the members of the Board and BlackRock or its affiliates and subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with BlackRock) are material relationships for purposes of NYSE listing standards. The Categorical Standards provide that the following relationships are not material for such purposes:

• Relationships arising in the ordinary course of business, such as asset management, acting as trustee, lending, deposit, banking or other financial service relationships or other relationships involving the provision of products or services, so long as the products and services are being provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers;

BLACKROCK, INC. 2021 PROXY STATEMENT     11

ITEM 1:  Election of Directors  |  Criteria for Board Membership

• Relationships with companies of which a director is a shareholder or partnerships of which a director is a partner, provided the director is not a principal shareholder of the company or a principal partner of the partnership;

• Contributions made or pledged to charitable organizations of which a director or an immediate family member of the director is an executive officer, director or trustee if (i) within the preceding three years, the aggregate amount of such contributions during any single fiscal year of the charitable organization did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for that fiscal year and (ii) the charitable organization is not a family foundation created by the director or an immediate family member of the director; and

• Relationships involving a director’s relative unless the relative is an immediate family member of the director.

As part of its determination, the Board also considers the relationships described under “Certain Relationships and Related Transactions” on page 49.

In March 2021, the Governance Committee made a recommendation to the Board regarding the independence of our director nominees based on its annual review. In making its independence determinations, the Governance Committee and the Board considered various transactions and relationships between BlackRock and the director nominees as well as between BlackRock and entities affiliated with a director nominee, including the relationships described under “Certain Relationships and Related Transactions” on page 49. The Governance Committee also considered that Messrs. Robbins and Vestberg are, and Ms. Johnson was, employed by organizations that do business with BlackRock, where each of such transactional relationships was for the purchase or sale of goods and services in the ordinary course of BlackRock’s business, and the amount received by BlackRock or such company in each of the previous three years did not exceed the greater of $1 million or 2% of either BlackRock’s or such organization’s consolidated gross revenues. As a result of this review, the Board determined that Mses. Daley, Einhorn, Johnson, Mills and Wagner and Messrs. Alsaad, Ford, Freda, Gerber, Nixon, Robbins, Slim, Vestberg and Wilson are “independent” as defined in the NYSE listing standards and that none of the relationships between these director nominees and BlackRock are material under the NYSE listing standards. In addition, the Board had previously determined that Ivan G. Seidenberg, who retired from the Board effective May 21, 2020, and Mathis Cabiallavetta, who was a director for all of 2020 and is not standing for re-election, were “independent” as defined in the NYSE listing standards.

Following the Annual Meeting, assuming all of the nominated directors are elected, BlackRock’s Board is expected to consist of 16 directors, 14 of whom, representing approximately 88% of the Board, will be “independent” as defined in the NYSE listing standards.

Director Qualifications and Attributes

The Governance Committee and the Board take into consideration a number of factors and criteria when reviewing candidates for nomination to the Board. The Board believes that, at a minimum, a director nominee must demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of BlackRock. Equally important, a director nominee must have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities.

In addition, nominees for director are selected on the basis of experience, diversity, knowledge, skills, expertise, ability to make independent analytical inquiries, understanding of BlackRock’s business environment and a willingness to devote adequate time and effort to the responsibilities of the Board.

Board Diversity

BlackRock and its Board believe diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. The Board has and will continue to make diversity in gender, race/ethnicity, age, career experience and nationality – as well as diversity of mind – a priority when considering director candidates. The diverse backgrounds of our individual directors help the Board better oversee BlackRock’s management and operations and assess risk and opportunities for the Company’s business model from a variety of perspectives. BlackRock’s commitment to Board diversity enhances the Board’s involvement in our Company’s multifaceted long-term strategy and inspires deeper engagement with management, employees and clients around the world.

Our Board has nominated 16 candidates for election, 14 of whom are independent. The slate of director nominees includes five women and six non-U.S. or dual citizens. Several of our nominees live and work overseas in countries and regions that are key areas of growth and investment for BlackRock, including Canada, Mexico, the Middle East and Continental Europe.

Additionally, beginning this year, we asked each director nominee to self-identify as to his or her racial/ethnic diversity. Based on the responses, three of our 14 independent director nominees self-identified as racially/ethnically diverse, with one as Black/African American, one as Hispanic/Latin American and one as Middle-Eastern/North African.

12 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Criteria for Board Membership

As BlackRock’s business has evolved, so has our Board. Our slate of director nominees consists of senior leaders, including 12 current or former company CEOs, with substantial experience in financial services, consumer products, manufacturing, technology, banking and energy, as well as several director nominees who have held senior policy and government positions. Core qualifications and areas of expertise represented on our Board include:

Board Tenure, Retirement Age and Size

Board Tenure. To ensure the Board has an appropriate balance of experience, continuity and fresh perspective, the Board considers, among other factors, length of tenure when reviewing nominees. The average tenure of BlackRock’s director nominees is approximately eight years and the average tenure of independent director nominees is approximately six years.

Following the Annual Meeting, assuming all of the nominated directors are elected, there will be six directors, comprising 38% of the Board, who have joined the Board within the past five years and bring fresh perspective to Board deliberations. Seven directors, comprising 44% of the Board, have served between five and 10 years. Three directors, comprising 19% of the Board, have served more than 10 years and bring a wealth of experience and knowledge concerning BlackRock.⁽¹⁾ The Board believes it is important to balance refreshment with the need to retain directors who have developed, over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders.

Retirement Age. The Board has established a retirement age policy of 75 years for directors, as reflected in our Corporate Governance Guidelines. The Board believes that it is important to monitor its composition, skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to waive the policy as it deems appropriate.

Board Size. The Board has not adopted a policy that sets a target for Board size and believes the current size and diverse composition of the Board is best suited to evaluate management’s performance and oversee BlackRock’s global strategy, complex operations and risk management. The range of insights and experience of our Board supports BlackRock’s business and strategic growth areas, which include our diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes, as well as technology services and advisory services and solutions.

⁽¹⁾  Percentages do not sum to 100% due to rounding

BLACKROCK, INC. 2021 PROXY STATEMENT     13

ITEM 1:  Election of Directors  |  Criteria for Board Membership

As described in “Board Evaluation Process” on page 27, the Governance Committee and the Board evaluate Board and Committee performance and effectiveness on at least an annual basis and, as part of that process, ask each director to consider whether the size of the Board and its standing Committees are appropriate. In response to the 2020 Board and Committee evaluations, directors praised the open, collaborative and highly engaged Board culture. Our directors also commented that the size and structure of the Board promotes diversity of thought and engagement, and it was noted that thoughtful consideration has been given to the refreshment of Board members.

Compliance with Regulatory and Independence Requirements

The Governance Committee takes into consideration regulatory requirements, including competitive restrictions, independence requirements under the NYSE listing standards and our Corporate Governance Guidelines, in its review of director candidates for the Board and its Committees. The Governance Committee also considers a director candidate’s current and past positions held, including past and present board and committee memberships, as part of its evaluation.

Service on Other Public Company Boards

Each of our directors must have the time and ability to make a constructive contribution to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interests of the Company’s shareholders. Neither BlackRock’s CEO nor President currently serves on the board of directors of any other public company, and none of our current directors serve on more than four public company boards, including BlackRock’s Board.

Director Candidate Search

In order to maintain a Board with an appropriate mix of experience and qualifications, the Governance Committee, with the help of management and an outside consultant, engages in a year-round process to identify and evaluate new director candidates in conjunction with its recurring review of Board and Committee composition. Consistent with our long-term strategic goals and the qualifications and attributes described above, search criteria include significant experience in financial services, the technology sector and international experience. Particular emphasis is also placed on diverse candidates currently serving in leadership positions.

Board Recommendation

For this year’s election, the Board has nominated 16 director candidates. The Board believes these director nominees provide BlackRock with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board.

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she should serve as director. All director nominee biographical information is as of March 29, 2021.

14 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Director Nominee Biographies

Director Nominee Biographies

		Bader M. Alsaad Mr. Alsaad has served as Chairman of the Board and Director General of the Arab Fund for Economic & Social Development (the “Fund”) since September 2020. As Director General, Mr. Alsaad serves as the chief executive officer of the Fund. He also serves as a member of the board of directors of the Kuwait Investment Authority (KIA), a position he has held since 2003. He served as Managing Director of the KIA from December 2003 until April 2017. Prior to his appointment at KIA, Mr. Alsaad served as the Chief Executive Officer of one of the leading investment companies in Kuwait, The Kuwait Financial Center. Mr. Alsaad is currently a member of the Global Advisory Council of Bank of America, a member of the board of directors of the Kuwait Fund for Economic Development and a member of the supervisory board of Daimler AG. He also served as the Chairman and Deputy Chairman of the International Forum of Sovereign Wealth Funds from its inception in 2009 until October 2015. Qualifications Mr. AIsaad’s extensive experience in the strategically important Middle East region and over 35 years of experience in investments and the financial sector provides the Board with an experienced outlook on international business strategy and global capital markets. Other Public Company Directorships (within the past 5 years) •  Daimler AG (2017 – present)
Age 63	Tenure 1 Year
Committees •  Governance •  Risk Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

		Pamela Daley Ms. Daley retired from General Electric Company (GE) in January 2014, having most recently served as a Senior Advisor to its Chairman from April 2013 to January 2014. Prior to this role, Ms. Daley served as GE’s Senior Vice President of Corporate Business Development from 2004 to 2013 and as Vice President and Senior Counsel for Transactions from 1991 to 2004. As Senior Vice President, Ms. Daley was responsible for GE’s mergers, acquisitions and divestiture activities worldwide. Previously, Ms. Daley was a Partner of Morgan, Lewis & Bockius, a large U.S. law firm, where she specialized in domestic and cross-border tax-oriented financings and commercial transactions. Qualifications With over 35 years of transactional experience and more than 20 years as an executive at GE, one of the world’s leading multinational corporations, Ms. Daley brings significant experience and strategic insight to the Board in the areas of leadership development, international operations, transactions, business development and strategy. Other Public Company Directorships (within the past 5 years) •  BP p.l.c. (2018 – present) •  SecureWorks Corp. (2016 – present) •  Patheon N.V. (2016 – 2017)
Age 68	Tenure 7 Years
Committees •  Audit (Chair) •  Executive •  Risk Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

BLACKROCK, INC. 2021 PROXY STATEMENT     15

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Jessica P. Einhorn Ms. Einhorn served as Dean of the Paul H. Nitze School of Advanced International Studies at The Johns Hopkins University from 2002 until June 2012. Prior to becoming Dean, she was a consultant at Clark & Weinstock, a strategic consulting firm. Ms. Einhorn also spent nearly 20 years at the World Bank, concluding as a Managing Director in 1998. Between 1998 and 1999, Ms. Einhorn was a Visiting Fellow at the International Monetary Fund. Prior to joining the World Bank in 1978, she held positions at the U.S. Treasury, the U.S. State Department and the International Development Cooperation Agency of the United States. Ms. Einhorn currently serves as a Director of the National Bureau of Economic Research and was formerly a Director of the Peterson Institute for International Economics. As of July 2012, Ms. Einhorn is resident at The Rock Creek Group in Washington, D.C., where she is a Senior Advisor and longstanding member of The Rock Creek Group Advisory Board. Qualifications Ms. Einhorn’s leadership experience in academia and at the World Bank, along with her experience in the U.S. government and at the International Monetary Fund, provides the Board with a unique perspective and an in-depth understanding of international finance, economics and public policy. Through her service with other public companies, Ms. Einhorn also has developed expertise in corporate governance and risk oversight. Other Public Company Directorships (within the past 5 years) •  Time Warner, Inc. (2005 – June 2018)
Age 73	Tenure 8 Years
Committees •  Compensation •  Risk Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

		Laurence D. Fink Mr. Fink is founder, Chairman and Chief Executive Officer of BlackRock. He also leads the firm’s Global Executive Committee. He is responsible for senior leadership development and succession planning, defining and reinforcing BlackRock’s vision and culture, and engaging relationships with key strategic clients, industry leaders, regulators and policy makers. Mr. Fink co-founded BlackRock in 1988, and under his leadership, the firm has grown into a global leader in investment management, risk management and advisory services for institutional and retail clients. Qualifications As one of the founding principals and Chief Executive Officer of BlackRock since 1988, Mr. Fink brings exceptional leadership skills and in-depth understanding of BlackRock’s businesses, operations and strategy. His extensive and specific knowledge of BlackRock and its business enable him to keep the Board apprised of the most significant developments impacting the Company and to guide the Board’s discussion and review of the Company’s strategy. Other Public Company Directorships (within the past 5 years) •  None
Age 68	Tenure 21 Years
Committees •  Executive (Chair) Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

16 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		William E. Ford Mr. Ford has served as the Chief Executive Officer of General Atlantic since 2007 and is the firm’s Chairman. Mr. Ford is actively involved with a number of educational and not-for-profit organizations and also serves on the Executive Committee of the Partnership for New York City, the board of directors of the National Committee on United States-China Relations and is a member of The Council on Foreign Relations. He is also a member of the Steering Committee for the CEO Action for Diversity and Inclusion initiative. Mr. Ford has formerly served on the boards of First Republic Bank, NYSE Euronext, E*Trade, Priceline, NYMEX Holdings and Computershare. Qualifications Mr. Ford brings to the Board extensive global investment management experience and financial expertise acquired over his 25 years at General Atlantic, one of the world’s leading growth equity investment firms. Other Public Company Directorships (within the past 5 years) •  IHS Markit Ltd. (2016 – present) •  Royalty Pharma plc (2020 – present) •  Axel Springer (2016 – April 2018)
Age 59	Tenure 3 Years
Committees •  Audit •  Compensation (Chair) •  Executive Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting

		Fabrizio Freda Mr. Freda has served as President, Chief Executive Officer and as a member of the board of directors of The Estée Lauder Companies Inc. (Estée Lauder) since 2009. Mr. Freda previously served as Estée Lauder’s President and Chief Operating Officer from March 2008 to July 2009. Estée Lauder is a global leader in beauty with more than 25 brands and over 40,000 employees worldwide. Prior to joining Estée Lauder, Mr. Freda held various senior positions at Procter & Gamble Company over the span of 20 years. From 1986 to 1988, Mr. Freda directed marketing and strategic planning for Gucci SpA. Qualifications Mr. Freda’s extensive experience in product strategy, innovation and global branding brings valuable insights to the Board. His chief executive experience at Estée Lauder, an established multinational manufacturer and marketer of prestige brands, provides the Board with unique perspectives on the Company’s marketing, strategy and innovation initiatives. Other Public Company Directorships (within the past 5 years) •  The Estée Lauder Companies Inc. (2009 – present)
Age 63	Tenure 8 Years
Committees •  Governance Qualifications •  Senior Executive & Corporate Governance •  Branding & Marketing •  Global Business •  Risk Management & Compliance •  Technology

BLACKROCK, INC. 2021 PROXY STATEMENT     17

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Murry S. Gerber Mr. Gerber served as Executive Chairman of EQT Corporation, an integrated energy production company, from 2010 until May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to 2007 and as its Chief Executive Officer from 1998 to 2000. Prior to joining EQT Corporation, Mr. Gerber served as the CEO of Coral Energy (now Shell Trading North America) from 1995 to 1998. He is also a member of the board of trustees of the Pittsburgh Cultural Trust. Mr. Gerber currently serves as BlackRock’s Lead Independent Director. Qualifications As a former leader of a large, publicly traded energy production company and as a current or former member of the board of directors of three large, publicly traded companies, Mr. Gerber brings to the Board extensive expertise and insight into corporate operations, management and governance matters, as well as expert knowledge of the energy sector. Other Public Company Directorships (within the past 5 years) •  U.S. Steel Corporation (2012 – present) •  Halliburton Company (2012 – present)
Age 68	Tenure 21 Years
Lead Independent Director Committees •  Audit •  Executive •  Governance Qualifications •  Senior Executive & Corporate Governance •  Global Business •  Public Company & Financial Reporting •  Risk Management & Compliance •  Technology

		Margaret “Peggy” L. Johnson Ms. Johnson has been the Chief Executive Officer of Magic Leap, Inc., an American augmented reality company, since August 2020. Previously, she was Executive Vice President of Business Development at Microsoft Corporation from September 2014 to July 2020 and was responsible for driving strategic business deals and partnerships across various industries. Ms. Johnson joined Microsoft from Qualcomm Incorporated, where she served in various leadership positions across engineering, sales, marketing and business development. She most recently served as Executive Vice President of Qualcomm Technologies, Inc. and President of Global Market Development. Ms. Johnson is an Advisor to Huntington’s Disease Society of America, San Diego Chapter. Qualifications Ms. Johnson brings to the Board substantive experience in the field of technology as well as business and strategic development expertise acquired over her 28 years at Microsoft and Qualcomm. Other Public Company Directorships (within the past 5 years) •  Live Nation Entertainment (2013 – June 2018)
Age 59	Tenure 3 Years
Committees •  Audit •  Compensation Qualifications •  Senior Executive & Corporate Governance •  Branding & Marketing •  Global Business •  Public Policy & Government/ Regulatory Affairs •  Technology

18 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Robert S. Kapito Mr. Kapito has been President of BlackRock since 2007 and is a member of BlackRock’s Global Executive Committee and Chairman of the Global Operating Committee. He also serves as a member of the board of directors of iShares, Inc. Mr. Kapito co-founded BlackRock in 1988. He is responsible for the day-to-day oversight of BlackRock’s key operating units including Investment Strategies, Client Businesses, Technology & Operations and Risk & Quantitative Analysis. Prior to 2007, Mr. Kapito served as Vice Chairman of BlackRock and Head of BlackRock’s Portfolio Management Group. Qualifications As one of our founding principals, Mr. Kapito has served as an executive leader of BlackRock since 1988. He brings to the Board industry and business acumen in addition to in-depth knowledge about BlackRock’s businesses, investment strategies and risk management, as well as extensive experience overseeing day-to-day operations. Other Public Company Directorships (within the past 5 years) •  None
Age 64	Tenure 14 Years
Committees •  None Qualifications •  Senior Executive & Corporate Governance •  Branding & Marketing •  Financial Services •  Global Business •  Risk Management & Compliance

		Cheryl D. Mills Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group, a private holding company that grows and builds businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and as Secretary of the Board of Trustees. She also served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills previously served on the boards of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, and Orion Power, an independent electric power generating company. Qualifications Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance. Other Public Company Directorships (within the past 5 years) •  iHeartMedia, Inc. (2020 – Present)
Age 56	Tenure 7 Years
Committees •  Compensation •  Governance Qualifications •  Senior Executive & Corporate Governance •  Branding & Marketing •  Global Business •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

BLACKROCK, INC. 2021 PROXY STATEMENT     19

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Gordon M. Nixon, C.M., O.Ont. Mr. Nixon served as President, Chief Executive Officer and a member of the board of directors of Royal Bank of Canada (RBC) from 2001 to 2014. He first joined RBC Dominion Securities Inc. in 1979, where he held a number of operating positions and from December 1999 to April 2001 was Chief Executive Officer of RBC Capital Markets (the successor company to RBC Dominion Securities Inc.). Mr. Nixon has served on the board of directors of BCE Inc. since 2014 and as Chairman of the board since 2016. He is also on the advisory board of Kingsett Capital. Qualifications With 13 years of experience leading a global financial institution and one of Canada’s largest public companies, Mr. Nixon brings extensive expertise and perspective to the Board on global markets and an in-depth knowledge of the North American market. His experience growing a diversified, global financial services organization in a highly regulated environment also provides the Board with valuable insight into risk management, compensation and corporate governance matters. Other Public Company Directorships (within the past 5 years) •  BCE Inc. (2014 – present) (Chairman from 2016 – present) •  George Weston Limited (2014 – present)
Age 64	Tenure 5 Years
Committees •  Compensation • Executive • Governance (Chair) Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Public Policy & Government/ Regulatory Affairs •  Risk Management & Compliance

		Charles H. Robbins Mr. Robbins serves as the Chairman and Chief Executive Officer of Cisco Systems, Inc. (Cisco). Prior to assuming this role in July 2015, he was Senior Vice President of Cisco’s Worldwide Field Operations and led its Worldwide Sales and Partner Organization where he helped drive and execute many of Cisco’s investment areas and strategy shifts. He is Chairman Emeritus of the U.S.-Japan Business Council and serves as a member of the International Business Council for the World Economic Forum. Mr. Robbins is also on the board of directors of the Business Roundtable and is a Trustee of the Ford Foundation. Qualifications Mr. Robbins brings to the Board extensive experience in the fields of technology, global sales and operations acquired over his 20 years at Cisco, one of world’s leading information technology companies. Other Public Company Directorships (within the past 5 years) •  Cisco Systems, Inc. (2015 – present) (Chairman from 2017 – present)
Age 55	Tenure 3 Years
Committees •  Risk Qualifications •  Senior Executive & Corporate Governance •  Branding & Marketing •  Global Business •  Public Policy & Government/ Regulatory Affairs •  Technology

20 BLACKROCK, INC. 2021 PROXY STATEMENT

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Marco Antonio Slim Domit Mr. Slim has been Chairman of the board of directors of Grupo Financiero Inbursa, S.A.B. de C.V. since 1997 and previously served as its Chief Executive Officer from 1997 until April 2012. Mr. Slim is also a member of the board of directors of Grupo Carso, S.A.B. de C.V. and Chairman of The Carlos Slim Health Institute and of Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (IDEAL), an infrastructure company. Mr. Slim was a member of the board of directors of Teléfonos de México, S.A.B. de C.V. from 1995 until April 2014. Qualifications Mr. Slim’s experience at Grupo Financiero Inbursa provides the Board with knowledge and expertise in international finance, and particular insight into emerging and Latin American markets. In addition, as a member of the board of directors of several international companies that invest globally, Mr. Slim brings substantive expertise in developing new businesses in international markets, shareholder rights, business strategy and integration to the Board. Other Public Company Directorships (within the past 5 years) •  Grupo Carso, S.A.B. de C.V. (1991 – present) •  Grupo Financiero Inbursa, S.A.B. de C.V. (Chairman from 1997 – present) •  Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (Chairman from 2012 – present)
Age 52	Tenure 9 Years
Committees •  Audit •  Compensation Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Risk Management & Compliance

		Hans E. Vestberg Mr. Vestberg has served as the Chief Executive Officer of Verizon Communications Inc. (Verizon) since 2018 and as Chairman since March 2019. Prior to these roles, Mr. Vestberg served as Verizon’s Chief Technology Officer and President of Global Networks from 2017 to 2018. Before joining Verizon in 2017, Mr. Vestberg served for six years as President and CEO of Ericsson, a multinational networking and telecommunications equipment and services company headquartered in Sweden. Mr. Vestberg is a board member of the UN Foundation and the Whitaker Peace & Development Initiative. He also serves as Chairman of the World Economic Forum EDISON Alliance. Mr. Vestberg has lived and worked in China, Chile, Brazil and Mexico, in addition to the U.S. and Sweden. Qualifications As the CEO of Verizon and former leader of Ericsson, Mr. Vestberg brings executive experience from these large multinational companies as well as substantial expertise in the field of technology acquired through his experience as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson. Other Public Company Directorships (within the past 5 years) •  Verizon Communications Inc. (2018 – present) (Chairman from 2019 – present) •  Hexagon AB (2017 – 2018) •  Telefonaktiebolaget LM Ericsson (2010 – 2016)
Age 55	Tenure 0 Years
Committees •  None Qualifications •  Senior Executive & Corporate Governance •  Global Business •  Public Company & Financial Reporting •  Public Policy & Government/ Regulatory Affairs •  Technology

BLACKROCK, INC. 2021 PROXY STATEMENT     21

ITEM 1:  Election of Directors  |  Director Nominee Biographies

		Susan L. Wagner Ms. Wagner retired as Vice Chairman of BlackRock after serving in that role from 2006 to 2012. Ms. Wagner also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. Ms. Wagner previously served as BlackRock’s Chief Operating Officer and as Head of Corporate Strategy. She serves as a member of the board of trustees of Wellesley College. Ms. Wagner also currently serves as a director of Color Health (privately held) and Samsara (privately held). Qualifications As one of the founding principals of BlackRock, Ms. Wagner has over 25 years of experience across various positions. Accordingly, she is able to provide the Board with valuable insight and perspective on risk management, operations and strategy, as well as a broad and deep understanding of the asset management industry. Other Public Company Directorships (within the past 5 years) •  Apple Inc. (2014 – present) •  Swiss Re Ltd. (2014 – present)
Age 59	Tenure 8 Years
Committees •  Audit •  Executive •  Risk (Chair) Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Risk Management & Compliance •  Technology

		Mark Wilson Mr. Wilson has served as Co-Chairman and CEO of Abacai, an insurance technology company, since February 2021. Mr. Wilson previously served as the Chief Executive Officer of Aviva plc (Aviva), a multinational insurance company headquartered in the U.K., from January 2013 to October 2018. Prior to joining Aviva, Mr. Wilson worked in Asia for 14 years, including as Chief Executive Officer of AIA Group Limited, a leading pan-Asian company. Mr. Wilson is recognized for his leadership on sustainability issues and is a member of the UN Business and Sustainable Development Commission. Qualifications As the former Chief Executive Officer of Aviva and CEO of Abacai, Mr. Wilson brings to the Board extensive experience in Europe and Asia and his operational and executive expertise in the insurance and pensions industry and in international finance provides the Board with an experienced outlook on international business strategy, development and sustainability. Other Public Company Directorships (within the past 5 years) •  Aviva plc (2013 – October 2018)
Age 54	Tenure 3 Years
Committees •  Risk Qualifications •  Senior Executive & Corporate Governance •  Financial Services •  Global Business •  Public Company & Financial Reporting •  Public Policy & Government/ Regulatory Affairs

22 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance

BlackRock’s corporate governance framework is a set of principles, guidelines and practices that support consistent financial performance and long-term value creation for our shareholders.

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our senior management team and Board.

We regularly meet with our shareholders to solicit feedback on our corporate governance framework. We strive to incorporate this feedback through enhanced policies, processes and disclosure.

Our Corporate Governance Framework

Our Board is committed to maintaining the highest standards of corporate governance at BlackRock. Our Board is guided by our Corporate Governance Guidelines, which provide a framework for the governance of the Company and the responsibilities of our Board. The Corporate Governance Guidelines address director qualifications, director orientation and continuing education, director access to management and independent advisors and Board responsibilities, as well as the annual self-evaluation process of the Board and its standing Committees.

Because corporate governance practices evolve over time, our Board reviews our Corporate Governance Guidelines, Committee charters and other governance policies at least once a year and approves or updates them as necessary and appropriate. Additionally, both the Board and management recognize that creating long-term value for the Company’s shareholders requires consideration of the concerns of our other stakeholders and interested parties including clients, employees and the communities in which BlackRock operates, as covered in our Corporate Governance Guidelines.

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 www.blackrock.com under the headings “Our Company and Sites / About BlackRock / Investor Relations / Governance / Governance Overview.”

Our Board and Culture

BlackRock’s culture is vital to our success

BlackRock’s culture is a key differentiator of our strategy and helps to drive our results and long-term growth. Our culture embraces our fiduciary commitment to serve clients and stay ahead of their needs and unifies the firm. Our approach to instilling, reinforcing and enhancing our culture is deliberate and intentional.

BlackRock’s culture is underpinned by five core principles that we refer to as the BlackRock Principles:

• We are a fiduciary to our clients;

• We are One BlackRock;

• We are passionate about performance;

• We take emotional ownership; and

• We are committed to a better future.

We rely on the BlackRock Principles to guide how we interact with each other, our clients, the communities in which we operate and all of our other stakeholders. The BlackRock Principles represent our core values, our aspirations and our cultural language. To learn more, please visit our website www.blackrock.com.

BLACKROCK, INC. 2021 PROXY STATEMENT     23

Corporate Governance  |  Our Board and Culture

Our Board is deeply engaged in understanding the culture at BlackRock

We believe our Board should have a strong understanding of BlackRock’s culture, because it is the foundation for our Company’s strategic plans. We also believe that our Board should be deeply engaged, provide informed and honest guidance and feedback and maintain an open dialogue with management based on a clear understanding of our strategic plans.

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.
Role in Talent Development	Building a generation of future leaders is vital to BlackRock’s long-term success. Accordingly, our Board plays a critical part in our talent development and dedicates one meeting per year to talent review. As part of its review, the Board evaluates whether we have the right people in the right places to execute our long-term strategy, examines the results of employee opinion surveys and provides oversight of management to ensure that we are developing people to fill key roles in the future. 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.
Embracing Best Practices	Our Board also takes an active role in ensuring we embrace “best practices” in corporate governance. Members of the Governance Committee are briefed on significant trends and developments in corporate governance and regulatory issues, including briefings from BlackRock’s Investment Stewardship, Corporate Sustainability and Global Public Policy teams, as well as feedback from shareholders. In 2020, we acted on feedback from our shareholders to enhance disclosure on how the Board approaches its composition and diversity. For more information, see “Board Profile and Diversity” and “Board Diversity” on pages 3 and 12, respectively.

Board Oversight of COVID-19 Response

The Board has been highly engaged with management on BlackRock’s response to the COVID-19 pandemic. Discussions with the Board and Committees have included, among other topics:

• the impact of the pandemic on markets and how we are helping clients navigate uncertainty;

• our strategy and the pandemic’s implications for our firm-wide priorities;

• business continuity and the protocols and policies put in place to protect ongoing operations;

• information security and technology controls to manage work from home threats;

• the firm’s controls to maintain the integrity of financial reporting;

• measures taken to support employees globally and to protect their health and safety; and

• the Company’s return-to-work procedures.

Additionally, during the early stages of the pandemic, our CEO provided the Board with weekly strategic, financial and operational updates.

24 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Our Board and Culture

Beyond the Boardroom
Director Engagement Our Investment Stewardship team hosts an annual Director Dialogue Day, where employees, members of management and independent directors of other companies engage on topics such as the team’s engagement priorities, emerging trends in U.S. corporate governance and compensation and public policy affecting long-term investments. BlackRock’s directors are invited to, and have attended this event in the past. All of our directors who were serving on the Board and nominated for re-election in 2020 attended the 2020 Annual Meeting of Shareholders. Additionally, our Lead Independent Director answered questions from shareholders and addressed questions about the Board’s composition, size and engagement with management.
Director Orientation BlackRock provides each new director with an orientation program conducted over the course of the first three months of their tenure. The orientation program includes the opportunity to rotate through each of the Board’s standing Committees and participate in 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 • Principal officers and internal and independent auditors.
Directors also have full and free access to all BlackRock officers and employees and are encouraged to meet with members of management to further enhance their familiarity with BlackRock’s business and strategy.
Continuing 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, members of our Audit Committee have participated in conferences and symposiums hosted by our independent registered public accounting firm, Deloitte. Additionally, directors are provided, on a quarterly basis, 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. Directors have access to management at any time 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.

BLACKROCK, INC. 2021 PROXY STATEMENT     25

Corporate Governance  |  Our Board Leadership Structure

Our Board Leadership Structure

Why our Board leadership structure is right for BlackRock

Our Board and Governance Committee reviews and evaluates the Board’s leadership structure on at least an annual basis. Mr. Fink serves as both BlackRock’s CEO and Chairman of the Board, which the Board has determined is the most appropriate and effective leadership structure for the Board and the Company at this time. Mr. Fink has served in this capacity since founding BlackRock in 1988 and, as such, brings over 30 years of strategic leadership experience and an unparalleled knowledge of BlackRock’s business, operations and risks to his role as Chairman of the Board.

The Board does not have a policy on whether the roles of the Chairman and CEO should be separated but believes the current combination of the two roles provides BlackRock with, among other things, a clear and effective leadership structure to communicate the Company’s business and long-term strategy to its clients, shareholders and the public. In addition, the Board believes that this structure allows for robust and frequent communication between the Board’s independent directors and management and enables the Board to better understand the Company and work with management to enhance shareholder value.

Under our Lead Independent Director Guidelines, when the positions of Chief Executive Officer and Chairman of the Board are combined or the Chairman is not independent, the independent directors will appoint a Lead Independent Director. The Lead Independent Director will then be appointed annually by BlackRock’s independent directors and serve until a successor is duly appointed and qualified, his or her removal or resignation, or he or she is no longer an independent member of the Board. Although appointed annually, we expect the Lead Independent Director to serve for more than one year.

The Board believes the role and responsibilities of the Lead Independent Director help to ensure the exercise of independent judgment by the Board and further facilitate coordination with the independent directors.

Our Lead Independent Director: Murry S. Gerber Serving since 2017	The Role of the Lead Independent Director
	Our Lead Independent Director has significant authority and responsibilities to provide for an effective and independent Board. In this role, Mr. Gerber:
	•   Develops and approves the agenda for Board     meetings, in consultation with the Chairman     and Committee Chairs. •   Leads executive sessions and facilitates     discussion of the Company’s strategy, key     governance issues (including succession     planning) and the performance of BlackRock     senior executives at each executive session. •   Serves as liaison between independent     directors and the Chairman.	•   Focuses on Board effectiveness, performance     and composition with input from the     Governance Committee. •   Oversees and reports on annual Board and     Committee performance evaluations, in     consultation with the Governance Committee. •   Serves as the primary Board contact for     shareholder engagement.

Mr. Gerber has substantial experience with corporate governance and public company management, as well as deep knowledge of the Company and its governance practices. The Board believes Mr. Gerber’s long tenure as a director enables him to provide a valuable perspective on BlackRock’s growing business and risk management and enhances his ability to challenge members of senior management.

The Board, as reflected in responses to the 2020 Board and Committee evaluations, particularly commended Mr. Gerber’s effectiveness as Lead Independent Director, highlighting his leadership of executive sessions and encouragement of candid feedback on the performance and effectiveness of the Board.

Executive Sessions

Executive sessions of non-management directors are held at every regularly scheduled Board meeting, and six executive sessions were held in 2020. Each session is chaired by the Lead Independent Director, who facilitates discussion of various topics throughout the year, including the Company’s strategy, key governance issues, succession planning and the performance of senior executives.

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

26 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Board Evaluation Process

Board Evaluation Process

The effectiveness of the Board and its Committees is critical to BlackRock’s success and to the protection of our shareholders’ long-term interests. To maintain their effectiveness, the Board and each standing Committee annually conduct comprehensive evaluations to identify and assess areas for improvements.

BLACKROCK, INC. 2021 PROXY STATEMENT     27

Corporate Governance  |  Board Refreshment

28 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Board Committees

Board Committees

Each Committee is governed by a Board-approved Charter.

Board Committee Meetings and Members

The Board has five Committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Risk Committee and the Executive Committee. Below is a summary of our current Committee structure and membership information.

Member	Audit	Compensation	Governance	Risk	Executive
INDEPENDENT DIRECTORS
Bader M. Alsaad			●	●
Mathis Cabiallavetta(1)	●		●
Pamela Daley	●			●	●
Jessica P. Einhorn		●		●
William E. Ford	●	●			●
Fabrizio Freda			●
Murry S. Gerber (Lead Independent Director)	●		●		●
Margaret “Peggy” L. Johnson	●	●
Cheryl D. Mills		●	●
Gordon M. Nixon		●	●		●
Charles H. Robbins				●
Marco Antonio Slim Domit	●	●
Susan L. Wagner	●			●	●
Mark Wilson				●
NON-INDEPENDENT DIRECTORS
Laurence D. Fink					●
Robert S. Kapito
Number of Meetings Held in 2020	14	9	6	7	0

(1)  Mr. Cabiallavetta will not be standing for re-election at the Annual Meeting. ●  Chairperson

The Board met 10 times during 2020. In 2020, each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board held during the period for which such director was a member of the Board and (ii) the total number of meetings held by all Committees of the Board on which such director served, if any, during the period served by such director. Directors are encouraged to and do attend the annual meetings of BlackRock shareholders. All 16 directors who were serving on the Board and nominated for re-election in 2020 attended the 2020 Annual Meeting of Shareholders.

BLACKROCK, INC. 2021 PROXY STATEMENT     29

Corporate Governance  |  Board Committees

Board Committee Refreshment

The Governance Committee considers the periodic rotation of Committee members and Committee Chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on the Committees.

• On November 20, 2019, the Board appointed Mr. Alsaad to serve as a member of the Risk Committee and a member of the Governance Committee, each appointment effective January 28, 2020. Mr. Alsaad brings expertise in international business strategy and global capital markets as well as experience in investments and the financial sector.

• On March 18, 2020, the Board appointed Mr. Ford to serve as Chair of the Compensation Committee and as a member of the Executive Committee, each appointment effective May 21, 2020. Mr. Ford brings extensive management expertise and a valuable perspective on international finance from his experience as Chief Executive Officer of General Atlantic, one of the world’s leading growth equity investment firms.

• On March 24, 2021, the Board appointed Messrs. Vestberg and Wilson to serve as members of the Audit Committee, effective May 26, 2021 (following the Annual Meeting and subject to their election by shareholders). Mr. Vestberg brings financial expertise from having served as a former chief financial officer, as well as a valuable perspective on international business. Mr. Wilson brings expertise in international finance and strategy and significant executive management expertise from his experience as a former chief executive officer. Also, on March 24, 2021, the Board appointed Mr. Ford to serve as a member of the Governance Committee, effective May 26, 2021 (following the Annual Meeting and subject to his election by shareholders).

Outlined below are the Board’s Committees with brief descriptions of each Committee’s membership, roles and responsibilities as of the date of this Proxy Statement.

Audit Committee

  Chair   Pamela Daley   Members   Mathis Cabiallavetta William E. Ford     Murry S. Gerber Margaret “Peggy” L. Johnson     Marco Antonio Slim Domit Susan L. Wagner

Role and Responsibilities

The Audit Committee’s primary responsibilities include oversight of the integrity of BlackRock’s financial statements and public filings, the independent registered public accounting firm’s qualifications, performance and independence, the performance of BlackRock’s internal audit function and BlackRock’s compliance with legal and regulatory requirements.

The Audit Committee receives reports on: •   The progress and results of the internal audit program, as provided by BlackRock’s Head of Internal Audit, and approves BlackRock’s internal audit plan; •   External audit findings, as provided by BlackRock’s independent registered public accounting firm, Deloitte; •   Financial controls regarding compliance with the Sarbanes-Oxley Act of 2002, as provided by the Head of Financial Controls and presented by management; •   The Company’s Risk Management program, as provided by BlackRock’s Chief Risk Officer;

•   Financial updates, as provided by the Chief Financial Officer; •   Cybersecurity updates, as provided by the Chief Information Security Officer; •   Compliance updates, as provided by the Global Chief Compliance Officer; •   Litigation, regulatory and material ethics matters, as provided by BlackRock’s Chief Legal Officer; and •   Risk matters addressed at the Risk Committee, as provided by the Chair of the Risk Committee.

Additionally, as part of the Audit Committee’s responsibility for oversight of the Company’s major financial risk exposures, the Audit Committee reviews and discusses with management the Company’s approach to assessing and managing risk in coordination with the Risk Committee. The Audit Committee is also responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm retained to audit BlackRock’s financial statements. The Audit Committee approves all audit engagement fees and terms associated with the retention of Deloitte. In addition to ensuring the regular rotation of the lead audit partner, as required by law, the Audit Committee selects, reviews and evaluates the lead audit partner and determines whether there should be periodic rotation of the independent registered public accounting firm. The Audit Committee regularly holds separate sessions with BlackRock’s management, internal auditors and Deloitte. The Board has determined that each member of the Audit Committee is “independent” as defined in the NYSE listing standards and applicable SEC rules, is “financially literate,” and has accounting and related financial management expertise within the meaning of the NYSE listing standards. All members of the Audit Committee, with the exception of Ms. Johnson, qualify as “audit committee financial experts” under applicable SEC rules.

30 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Board Committees

Management Development & Compensation Committee

  Chair⁽¹⁾   William E. Ford   Members   Jessica P. Einhorn Margaret “Peggy” L. Johnson             Cheryl D. Mills         Gordon M. Nixon     Marco Antonio Slim Domit

Role and Responsibilities

•   Reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s overall compensation levels based on this evaluation; •   Reviewing BlackRock’s executive compensation program and establishing the compensation framework of BlackRock’s executive officers; •   Periodically reviewing and approving director compensation; •   Reviewing, approving, recommending to the Board, or delegating to management the oversight of, BlackRock’s benefits plans; •   Considering and discussing the results of the advisory “say-on-pay” vote;

•   Providing oversight of BlackRock’s executive compensation program and determining whether our program remains effective to attract, motivate and retain senior officers capable of making significant contributions to BlackRock’s long-term success; •   Reviewing, assessing and making reports and recommendations to the Board on BlackRock’s strategies relating to human capital management, with an emphasis on talent development, performance against talent and diversity goals and succession planning, in each case, at the highest management levels; and •   Appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee.

The Board has determined that each member of the Compensation Committee is “independent” as defined in the NYSE listing standards and applicable SEC rules and qualifies as a “non-employee director” under applicable SEC rules. Additional information on the Compensation Committee’s processes and procedures for consideration of NEO compensation is addressed in the “Management Development & Compensation Committee Report” on page 53 and “Compensation Discussion and Analysis” beginning on page 54.

Nominating, Governance & Sustainability Committee

  Chair   Gordon M. Nixon   Members⁽¹⁾   Bader M. Alsaad Mathis Cabiallavetta     Fabrizio Freda Murry S. Gerber     Cheryl D. Mills

Role and Responsibilities

•   Recommending to the Board criteria for the selection of new directors to serve on the Board; •   Identifying individuals qualified to become members of the Board; •   Recommending to the Board the director nominees for the next annual meeting of shareholders or candidates to fill vacancies or newly created directorships that may occur between annual meetings; •   Recommending to the Board members for each Committee; •   Leading the Board in its annual review of the Board’s performance; •   Evaluating and recommending to the Board corporate governance policies, practices and guidelines applicable to the Company; •   Overseeing BlackRock’s Related Persons Transaction Policy;

•   Reviewing the Company’s engagement with shareholders on governance matters and considering shareholder proposals and proposed responses; •   Periodically reviewing corporate governance trends, best practices and regulations applicable to the corporate governance of the Company; •   Periodically reviewing the Company’s significant publications relating to environmental, social and other sustainability matters, such as BlackRock’s Task Force for Climate Related Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) disclosures; and •   Periodically reviewing the Company’s philanthropic programs and related strategy, as well as the Company’s public policy and advocacy activities, including public policy priorities, political contributions and memberships in trade associations.

During 2020, the Board formalized the review of corporate and investment stewardship-related policies and programs and significant publications relating to environmental (including climate change), social and other sustainability matters at the Governance Committee. In March 2021, to reflect the Governance Committee’s oversight and to provide clarity to our stakeholders, the Board changed the name of the Committee to the “Nominating, Governance & Sustainability Committee” to highlight the Board’s ongoing oversight of sustainability matters. The Board has determined that each member of the Governance Committee is “independent” as defined in the NYSE listing standards and applicable SEC rules.

(1) Ivan G. Seidenberg served as Chair of the Compensation Committee and a member of the Governance Committee until May 21, 2020.

BLACKROCK, INC. 2021 PROXY STATEMENT     31

Corporate Governance  |  Board Committees

Risk Committee

  Chair   Susan L. Wagner   Members⁽¹⁾   Bader M. Alsaad Pamela Daley     Jessica P. Einhorn Charles H. Robbins     Mark Wilson

Role and Responsibilities

The Risk Committee assists the Board with its oversight of the Company’s levels of risk, risk assessment, risk management and related policies and processes in connection with the following types of risk and related areas:

Enterprise Risks •   Market risks from volatility in financial markets; •   Contractually indemnified risks; •   Operational risks from failed or inadequate processes relating to investment management processes, new products and services, third–party relationships, model risk and change; •   Risks related to regulatory trends and public policy developments; •   Technology and cybersecurity risks relating to information security, business continuity/resiliency and system capacity; and •   The impact of firm-wide risk assessments, including the quantification and analysis of requirements (liquidity, insurance, capital or other risk mitigation) associated with BlackRock’s key risks.

Fiduciary Risks •   Investment risks being taken on behalf of clients in their portfolios or accounts; •   Risks of default by client counterparties; and •   Pricing and valuation risk that BlackRock’s counterparties misprice assets in client portfolios or accounts. Other •   Reputational risk; and •   Any other areas of risk delegated to the Risk Committee by the Board.

The Committee regularly reviews a detailed risk profile report prepared by the Chief Risk Officer which covers a wide range of topics and potential issues that could impact BlackRock. The Risk Committee also reviewed and discussed with management the Risk Factors included in the 2020 Form 10-K and received reports from members of management responsible for identifying and monitoring these risks.

Executive Committee

  Chair   Laurence D. Fink   Members⁽¹⁾   Pamela Daley William E. Ford     Murry S. Gerber Gordon M. Nixon     Susan L. Wagner

Role and Responsibilities

The Executive Committee has all the powers of the Board, except as prohibited by applicable law and BlackRock’s Amended and Restated Bylaws (“Bylaws”), and except to the extent another Committee has been accorded authority over the matter. The Executive Committee may meet to exercise such powers between meetings of the Board.

(1) William S. Demchak served as a member of the Risk Committee and Executive Committee until May 15, 2020.

32 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Board Committees

Board and Committee Oversight of Strategy

The Board actively engages with senior management by providing guidance on the formation and implementation of strategic initiatives. On an annual basis, our CEO previews the Board’s proposed agenda with the Governance Committee, focusing on business reviews and the strategic topics for the coming year, and receives its feedback and input. Based on this agenda, members of senior management and business leads will brief directors on the strategic opportunities, priorities and implementation of strategy for their respective lines of business. These presentations serve as the basis for an active, ongoing dialogue between the Board and senior management about strategic risks and opportunities facing BlackRock and its lines of business.

Board and Committee Oversight of Risk Management

KEY STRATEGY & RISK OVERSIGHT AREAS

• Investment Performance & Markets

• Technology and Cybersecurity

• Operations and Business Continuity

• Regulation, Compliance and Legal Developments

• Sustainable Investing and Corporate Sustainability

• Human Capital

BLACKROCK, INC. 2021 PROXY STATEMENT     33

Corporate Governance  |  Board Committees

Board and Committee Oversight of Cybersecurity   Our Board is actively engaged in the oversight of BlackRock’s cybersecurity and information security programs. Several of our director nominees bring experience with managing and mitigating cybersecurity and technology risks at regulated entities, which provide the Board with insight into such risks and aid in overseeing the firm’s Information Security, operations and systems, as well as our continuing investment in and development of the program.   •   Our Risk Committee receives reports on the Company’s cybersecurity program and developments in information security from our Chief Information Security Officer at each of our regular meetings, which occur six times a year. These reports include analyses of recent cybersecurity threats and incidents across the industry, as well as reviews of BlackRock’s own security controls, assessments and program.   •   On an annual basis, senior members of BlackRock’s technology, risk and information security teams provide a comprehensive overview of BlackRock’s cyber risk and information security program to a joint session of the Risk and Audit Committees.   Cybersecurity Governance Highlights:   •   BlackRock employs an in-depth, multilayered strategy of control programs, using internal teams and independent third parties, including monitoring external and internal threats and events, managing access, facilitating use of appropriate authentication options, validating controls and programs and testing of various compromise scenarios that are overseen by a global information security team.   •   BlackRock invests in threat intelligence and participates in financial services industry and government forums to improve both internal and sector cybersecurity defense.   •   BlackRock routinely performs penetration tests.   •   BlackRock’s cyber risk program incorporates external expertise.  

Our global information security team, in collaboration with our technology risk team and independent third parties, assesses risks and changes in the cyber environment and adjusts our cybersecurity program as needed.

Board and Committee Oversight of Environmental, Social and Sustainability Matters

BlackRock’s governance of climate and sustainability-related matters reflects our commitment to strong leadership and oversight at the senior management and Board levels. Our Board engages with senior leaders on near- and long-term business strategy and reviews management’s performance in delivering on our framework for long-term value creation, including as it relates to sustainability. Several of our director nominees have experience in environmental, corporate responsibility and sustainability matters, including managing these issues in senior leadership roles as business imperatives and in relation to long-term strategy, through knowledge and experience in the energy sector, or through key involvement with global initiatives and alliances.

During 2020, the Board received presentations on and discussed our sustainability strategy, including as it relates to the integration of ESG factors into our investment processes and our sustainable investment strategies. The Board also received a briefing from BlackRock’s new Global Head of Investment Stewardship and an update on The BlackRock Foundation, our charitable foundation.

Additionally, the Governance Committee is directly responsible for overseeing:

	Investment   Stewardship		Social Impact		Corporate Sustainability		Public Policy
The Governance Committee periodically reviews corporate and investment stewardship–related policies, programs and significant publications relating to environmental (including climate change), social and other sustainability matters. During 2020, the Governance Committee received presentations on and discussed the Investment Stewardship team’s engagement priorities, which include climate risk and sustainability reporting, and the team’s progress toward enhancing transparency.		The Governance Committee reviews BlackRock’s philanthropic program (“Social Impact”) and its strategy, which is focused on efforts to support a more inclusive and sustainable economy. During 2020, BlackRock’s Social Impact team reviewed our philanthropic priorities with the Board and discussed the launch of The BlackRock Foundation, our $50 million commitment to COVID-19 relief and recovery, and developments associated with BlackRock’s Emergency Savings Initiative.		The Governance Committee periodically reviews BlackRock’s corporate sustainability program, including through reports from BlackRock’s Corporate Sustainability team, which is responsible for overseeing efforts to incorporate sustainability into BlackRock’s business practices, operations and strategy and setting environmental sustainability objectives and strategy for our operations. During 2020, the Governance Committee reviewed BlackRock’s corporate sustainability program and disclosures, including our TCFD and SASB disclosures.		The Governance Committee has oversight of the Company’s corporate political activities and periodically reviews BlackRock’s public policy and advocacy activities, including public policy priorities, political contributions and memberships in trade associations. During 2020, the Governance Committee reviewed BlackRock’s public policy priorities, including global financial regulatory developments, as well as memberships in trade associations.

Governance Committee oversight provides an additional layer of accountability to assist in BlackRock’s progress on these important initiatives for the benefit of all stakeholders. As appropriate, the Committee makes recommendations on these matters to the full Board.

34 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Sustainability at BlackRock

Sustainability at BlackRock

As an asset manager, we believe that a company’s ability to integrate sustainable business practices into its strategy and operations is integral to delivering long-term value. We also recognize the importance of leading by example and providing transparency to stakeholders on how we integrate these business practices into our own strategy and operations.

Our Goals	Our Business Practices
Operating a Sustainable Company	•   Our long-term success is dependent on our people. We make a deliberate effort to unify our culture, advance diversity, equity and inclusion, cultivate and retain the best talent, and foster an environment that provides a safe and healthy workplace for all our employees. •   We hold ourselves accountable to all our stakeholders through our commitment to transparency. We prioritize disclosing our strategy, governance and risk management processes to manage ESG risks and opportunities. •   BlackRock is also focused on saving, protecting and restoring our natural environment by better managing our resources in our business operations. We set corporate targets for operational sustainability, which are designed to reduce our carbon footprint, and we are transparent about our progress towards these targets through disclosures aligned to the TCFD recommendations and SASB framework. •   In January 2021, as communicated in a letter to our clients, we committed to supporting the goal of net zero greenhouse gas emissions by 2050 or sooner, and we have taken steps to help investors prepare their portfolios for a net zero world.
Sustainable Investing is Our Standard	•   As of November 2020, 100% of our active portfolios and advisory strategies are ESG Integrated, meaning that portfolio managers are accountable for managing exposure to material ESG risks and documenting where in the investment process these risks are considered. •   As of December 31, 2020, BlackRock managed $200 billion in sustainable investment strategies on behalf of our clients across over 200 different products. •   We are putting Aladdin at the center of sustainable investing by enhancing analytical tools and data for BlackRock’s investors and the Aladdin community. In 2020, we created Aladdin Climate to help financial institutions and investors quantify climate risk in their portfolios.
Responsible Stewards of Our Clients’ Assets	•   BlackRock Investment Stewardship (“BIS”) plays a key role in enabling BlackRock to achieve its purpose of helping more and more people experience financial well-being. Investment stewardship is how BlackRock uses its voice as an investor to promote sound corporate governance and business practices to help maximize long-term shareholder value for our clients. •   In 2020, BIS took several actions to enhance transparency in stewardship, including publishing global quarterly stewardship reports and engagement activity, quarterly vote disclosures, vote bulletins and portfolio-specific company engagement reports. •   During 2020, BIS intensified its focus and engagement with companies on sustainability-related risks and asked that companies publish reports aligned with the recommendations of the TCFD and the SASB.
Making a Positive Social Impact	•   BlackRock’s Social Impact team identifies, funds and partners with high-potential organizations to test and build evidence for innovative solutions with potential long-term impact, strong leadership and measurable outcomes. Throughout the COVID-19 pandemic, the team has been focused on helping non-profit organizations who deliver direct services to the frontlines, including food banks and hospitals. •   In 2020, BlackRock launched The BlackRock Foundation and made a philanthropic commitment of $589 million to promote an inclusive and sustainable economy. We also continued to support the Emergency Savings Initiative to help companies and organizations identify, shape and test solutions for creating short-term financial stability for vulnerable workers, customers and communities. •   Also in 2020, BlackRock made a $10 million commitment to help support the upward mobility of Black and Latinx communities. Our action plan includes deploying $5 million to organizations supporting racial equity, launching a $5 million fund to help elevate Black and Latinx entrepreneurs and doubling support for employee giving.

BLACKROCK, INC. 2021 PROXY STATEMENT     35

Corporate Governance  |  Sustainability at BlackRock

Sustainability is integrated into BlackRock’s strategy for delivering long-term growth and into how we operate our business Sustainability in Our Strategy:   Investing to be the global leader in sustainable investing by making sustainability integral to the way we manage risk, construct portfolios, design products and engage with companies on behalf of our clients   Sustainability in Our Operations:   Advancing sustainable business practices to support the long-term sustainability of our own firm and deliver value for all stakeholders    

Integrating sustainability into our long-term growth strategy

Dedicated Sustainable Investment Platform	•  $200 billion of AUM as of December 31, 2020 •  200+ sustainable choices offered •  100 new sustainable products launched in 2020	Data &   Technology	We’ve released over 1,000 ESG metrics on the Aladdin platform, and we continue to develop tools to better manage climate risk in portfolios
Advisory Capabilities	We support clients across a range of bespoke ESG-focused activities, including strategic framework setting, implementation, risk management, analytics and climate stress testing	ESG   Integration	100% of our active and advisory BlackRock strategies are ESG integrated—covering $2.9 trillion in AUM as of December 31, 2020
Investment Stewardship	3,000+ stewardship engagements on issues that impact long term financial performance1	Research &   Thought   Leadership	Dedicated sustainable research team and thought leadership through the BlackRock Investment Institute

¹ For the period July 1, 2019 through June 30, 2020.

36 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  BlackRock’s Impact on its People

  Environmental   Enhancing environmental disclosures through the publication of BlackRock’s inaugural TCFD report   The TCFD report discusses our approach to managing climate-related risks and opportunities and provides an enterprise-level climate-related scenario analysis that assesses the potential implications of climate-related transition risks to BlackRock   Social   Connecting BlackRock’s purpose to value creation for all stakeholders   We released a report explaining how we provide value to our stakeholders and how we activate our purpose   Advancing DEI   Our goal is to double representation of Black senior leaders and increase overall representation by 30% by 2024   Promoting a more inclusive economy   We launched The BlackRock Foundation, our charitable foundation     Governance   Enhancing disclosure on Board level oversight of sustainability   Enhancing shareholder rights: Shareholder right to call special meetings   In September 2020, our Board approved changes to our Charter to provide shareholders with the right to call special meetings. This amendment is subject to shareholder approval at the Annual Meeting. Please see “Item 4A: Approval of an Amendment to Our Charter to Provide Shareholders the Right to Call Special Meetings” on pages 94 to 95 for additional information on this amendment

BlackRock’s Commitment to Transparency

BlackRock is committed to providing transparency on meaningful sustainability-related information to stakeholders. We made significant progress in 2020 and we are working to further enhance our corporate sustainability strategy and disclosure in the years ahead. Recent publications include our:

• SASB Report, which includes information regarding our workforce diversity, risk management and incorporation of ESG factors in our investment management processes

• TCFD Report, which discusses how BlackRock manages climate-related risks and opportunities

• U.S. EEO-1 Report, which provides information on our U.S. employee base across gender and race/ethnicity categories

Additionally, BIS publishes global governance and engagement guidelines, as well as quarterly and annual activity reports, which are available on our website.

BlackRock’s Impact on its People

With approximately 16,500 employees in more than 30 countries, BlackRock provides a broad range of investment and technology services to institutional and retail clients in more than 100 countries across the globe. As an asset manager, our long-term success depends on our people and how we manage our workforce.

Culture and Principles

BlackRock believes that maintaining a strong corporate culture is an important component of its human capital management practices and is critical to the firm’s long-term success. Our culture is underpinned by the BlackRock Principles, which unify our workforce and guide how we interact with each other, our clients, the communities in which we operate and all of our other stakeholders:

• We are a fiduciary to our clients

• We are passionate about performance

• We are committed to a better future

• We are One BlackRock

• We take emotional ownership

Read more about the BlackRock Principles on our website at www.blackrock.com.

BLACKROCK, INC. 2021 PROXY STATEMENT     37

Corporate Governance  |  BlackRock’s Impact on its People

Diversity, Equity and Inclusion (“DEI”)

We believe a diverse workforce and an equitable and inclusive working environment are key factors in achieving better outcomes across all levels of our business. We have made a long-term commitment to cultivating diversity in our workforce and leadership team, through our hiring, retention, promotion and development practices. As part of our long-term commitment, we have instituted a multi-year DEI strategy that we believe is actionable, measurable and designed to apply across the many countries in which the firm operates. Our DEI strategy is aligned with the firm’s business priorities and long-term objectives, and we expect that it will evolve as the firm learns and adapts to a changing macro environment. Our DEI strategy centers on three key pillars:

1. Talent and Culture – which includes building, developing and retaining a diverse pipeline of talent and fostering a connected culture among our 16,500 global employees;

2. Fiduciary to Our Clients – which includes delivering differentiated investment products and strengthening our client relationships by engaging them on DEI; and

3. Policy and Social Impact in Underserved Communities – which includes continuing to enhance transparency on our diversity disclosures and supporting the long-term success of underserved communities.

Key goals of the Talent and Culture pillar of our DEI strategy include:

• Expanding partnerships with external organizations and developing strategies to increase the diversity of our applicant pool;

• Strengthening talent acquisition and management processes in an effort to eliminate bias; and

• Implementing leadership development, sponsorship and coaching initiatives to engage and develop diverse talent.

Another focus of our DEI strategy is to cultivate an inclusive work environment in which employees feel connected to BlackRock’s culture and supported in pursuit of their goals. To this end, we have committed to raising awareness of racial equity issues and resetting behavioral expectations for employees, as well as to holding firm leaders and managers accountable for continued progress against the firm’s goals.

Employee Engagement

We value continuous dialogue with our employees about their experiences. We have several employee feedback mechanisms including:

• quarterly employee opinion pulse surveys;

• interactive townhalls and communications; and

• the sponsorship of employee, professional and social impact networks.

In 2021, we shifted from annual to quarterly employee opinion surveys to create a more continuous feedback channel with our employees. The opinion surveys and other engagement mechanisms provide us with actionable feedback for each team and for the firm as a whole.

2021 Q1 Employee Opinion Survey highlights:

94%   of respondents have a clear understanding of the BlackRock Principles and their importance in how one delivers his or her work

87%   of respondents agree that the firm’s efforts to prepare clients for a net zero world make them proud to work at BlackRock

Employee Networks

Employee, professional and social impact networks also provide forums and opportunities for employees with diverse backgrounds to connect with one another and shape the firm’s culture. The networks, which continue to grow in number, are sponsored by Global Executive Committee members and designed by employees, for employees.

More recently, these networks played an active role in our response to COVID-19, including by instituting programs to combat isolation and more deeply understand the employee experience during the pandemic. The networks also have served a critical role in the firm’s dialogue around issues of racial injustices and inequities.

38 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  BlackRock’s Impact on its People

BlackRock believes that it is imperative to support employees as a local force for good in the communities in which we live and operate, and to help build a more equitable and resilient future for our neighbors. In 2021, we launched the Gives Network, whose mission is to empower employees to channel their passions to positively impact their communities and work collectively to shape BlackRock’s local footprint. During 2021, we also launched the Asian & Middle Eastern Professionals & Allies Network to foster community, camaraderie and a sense of belonging for Asian and Middle Eastern professionals and allies at the firm.

Learning and Development

We believe that developing the capabilities of our employees is integral to delivering long-term value. Our human capital management practices are designed to provide opportunities for employees to learn, innovate and enhance their skillsets at every stage of their career. The opportunities include:    

• BlackRock Academies, BlackRock’s comprehensive suite of online interactive resources and courses which enable employees to build skills and thought leadership in specific facets of our business;

• Leadership programs, which help accelerate growth and include executive coaching, in-person and virtual learning and senior management sponsorship; and

• People Manager Enablement Sessions, which are designed to equip managers with tools and resources to lead inclusively and keep teams motivated, informed and inspired.

Compensation, Wellness and Benefits

We believe that investing in the physical, emotional, mental and financial well-being of our employees is a critical component of our human capital management strategy.   Our compensation and benefits practices are designed to: attract and retain employees; align employee incentives and risk-taking with that of the firm’s and the interests of its clients; and support employees across many aspects of their lives. We have a strong pay-for-performance culture and an annual compensation process that takes into consideration firmwide results, individual business results and employee performance, as well as market benchmarks.   We also offer a wide range of benefits that are regularly reviewed in accordance with industry best practices and the local requirements of our offices, including retirement savings plans, a Flexible Time Off (“FTO”) policy and flexible working arrangements, and parental leave and family support benefits, including fertility benefits, adoption and surrogacy assistance, and backup elder and childcare benefits. Comprehensive healthcare and mental-health benefits are also offered to eligible employees, including medical, dental and vision coverage, health savings and spending accounts, counseling services, an employee assistance program and access to telemedicine services.   The COVID-19 pandemic has further highlighted the importance of keeping employees safe and healthy.   BlackRock implemented several initiatives to support employees following the onset of the pandemic, including:   •   Offering free COVID-19 testing benefits, including at-home testing, for employees and their dependents;   •   Prioritizing communication about the telemedicine and digital health resources available to employees, including mental, emotional and physical health offerings; and   •   Extending cross-border healthcare coverage and support to employees and their dependents temporarily working, or on FTO, outside of their home country as a result of the pandemic.      

BLACKROCK, INC. 2021 PROXY STATEMENT     39

Corporate Governance  |  BlackRock’s Impact on its People

We prioritize protecting the rights of our workforce and the equitable treatment of employees. We have implemented policies related to harassment prevention and compliance with equal employment opportunity and overtime regulations, and are committed to providing a safe and healthy working environment. To do this, we design global programs, including environmental and occupational health and safety programs, to meet or exceed local requirements. Moreover, we encourage all employees to raise issues of concern and assure employees that they may do so without fear of retaliation.

Transparency and Accountability

We view transparency and accountability as a critical part of our DEI strategy and as a means to inform, measure and improve our human capital management practices.    

In 2020, we published our first SASB-aligned disclosure, which we plan to update annually. We also, for the first time, published our annual EEO-1 report, which includes information regarding workforce diversity. During 2020, we also set and published goals for increasing the overall workplace representation of Black and Latinx employees and growing the number of female and U.S. Black and Latinx leaders at the Director level and above.

Board Oversight of Human Capital Management

Our Board plays an important role in the oversight of human capital management at BlackRock and devotes one full Board meeting annually to an in-depth review of BlackRock’s culture, talent development, retention and recruiting initiatives, DEI strategy, leadership and succession planning and employee feedback.

Moreover, year-end business assessments, which include a review of the progress that is being made against the firm’s DEI goals, influence individual compensation outcomes that are reviewed and approved by the Compensation Committee. For a discussion on how organizational strength objectives such as attracting and inspiring talent and developing a more diverse and inclusive culture are factored into performance assessments of BlackRock’s NEOs, see “2020 NEO Compensation and Performance Summaries” beginning on page 67.

Additionally, succession planning for BlackRock’s CEO and other senior executives is a key part of the Board’s annual review of human capital management issues. As part of this review, the Board focuses on whether BlackRock has the right people in place to execute the Company’s long-term strategic plans, and on BlackRock’s ability to identify, attract, develop and retain future senior executives. An important element of the succession planning across the organization is a commitment to building leadership from within and increasing diversity in leadership roles.

40 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Corporate Governance Practices and Policies

Corporate Governance Practices and Policies

Management Succession Planning

Our Board recognizes the importance of succession planning for the CEO and other key executives at BlackRock. The Board, in consultation with the Compensation Committee, dedicates one full meeting per year to talent development review to ensure BlackRock has the right people in place to execute our long-term strategic plans and appropriate succession for key roles.

DURING THESE REVIEWS, THE BOARD DISCUSSES:

• Our succession process and pipeline, including DEI and Company culture goals for building future senior leaders;

• Potential successors to the CEO in the event of an emergency or the CEO’s retirement; and

• CEO recommendations and evaluations of potential successors for BlackRock’s top executives, along with a review of any development plans for these individuals.

BlackRock Public Policy Engagement and Political Participation Policies

As part of our responsibilities to our shareholders and clients, BlackRock advocates for public policies that we believe are in our shareholders’ and clients’ long-term best interests. We support the creation of regulatory regimes that increase financial market transparency, protect investors and facilitate responsible growth of capital markets, while preserving consumer choice and properly balancing benefits versus implementation costs. BlackRock comments on public policy topics through, among other things, our published ViewPoints, which examine public policy issues and assess their implications for investors, and through comment letters and consultation responses that we submit to policy makers. We believe in the value of open dialogue and transparency on these important issues; our position papers and letters are available on the “Insights – Public Policy” section of our website.

Governance of Public Policy Engagement

BlackRock believes that responsible corporate citizenship requires active engagement in legislative and regulatory processes. Our engagement with policy makers and advocacy on public policy issues is coordinated by our Global Public Policy Group. Members of the Global Public Policy Group work closely with BlackRock’s business and legal teams to identify legislative and regulatory priorities, both regionally and globally, that will protect investors, increase shareholder value and facilitate responsible economic growth.

BlackRock’s Chief Legal Officer and members of the Global Public Policy Group regularly brief both the Board’s Risk and Governance Committees to keep directors apprised of, and engaged in, BlackRock’s legislative and regulatory priorities and advocacy initiatives. The Global Public Policy Group and executive leadership regularly meet with and exchange views on legislation and regulatory priorities with public officials and policy makers, regionally and globally, and provide such individuals with educational materials to help inform their decisions.

Trade Associations

As part of BlackRock’s engagement in the public policy process, BlackRock participates in a number of trade associations that advocate for and shape public policy positions that are important to the asset management industry and the global business community. Trade associations also provide educational, training and professional networking opportunities for their members. BlackRock participates in these associations for such opportunities and to help build consensus on issues that we believe will serve investors, increase shareholder value and facilitate responsible economic growth. We do not control these organizations, and our membership and participation in them are not endorsements of all their activities or positions. Accordingly, there may be instances where specific positions diverge from those of BlackRock.

BlackRock discloses the principal trade associations to which we belong as well as those trade associations to which we paid in excess of $25,000 in 2020 for membership fees and/or dues on our Public Policy Engagement and Political Participation Policies webpage. BlackRock periodically reviews our memberships in these trade associations, and the positions they support, to evaluate whether there is alignment between our views and those of these organizations 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 termination of our membership in the trade association.

BLACKROCK, INC. 2021 PROXY STATEMENT     41

Corporate Governance  |  Corporate Governance Practices and Policies

Political Participation

Our ability to engage policy makers and participate in the public policy arena is subject to extensive laws and regulations at the international, federal, state and local levels. Under U.S. federal law, BlackRock may not contribute corporate funds or make in-kind contributions to candidates for federal office or to national party committees. In addition to federal limits on corporate political action, our political contributions at the state and local level in the U.S. are governed by Municipal Securities Rulemaking Board Rule G-37, Rule 206(4)-5 of the Investment Advisers Act of 1940 and CFTC Rule 23.451, as well as applicable state and local law. Accordingly, BlackRock does not contribute corporate funds to candidates, political party committees, political action committees or any political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code. Although permitted under federal law, BlackRock has voluntarily elected not to spend corporate funds directly on independent expenditures, including electioneering communications, and does not currently engage in “grassroots lobbying” or support or oppose ballot initiatives. Information about BlackRock’s lobbying activities, including contributions required to be disclosed under the Lobbying Disclosure Act, is publicly available at http://www.senate.gov/legislative/lobbying.

BlackRock maintains a federal PAC that is funded in accordance with applicable federal law on a voluntary basis by employees of the Company who are U.S. citizens or green card holders. The PAC makes contributions at the federal level on a bi-partisan basis consistent with the Company’s contribution policies and public policy goals and without regard to the private political preferences of management. As required by law, all political contributions by the PAC are reported to the Federal Election Commission and are publicly disclosed at www.fec.gov.

BlackRock maintains compliance processes designed to ensure that its activities are conducted in accordance with our Public Policy Engagement and Political Participation Policies and all relevant laws governing political contributions in the United States. All employees are required to annually review and acknowledge their compliance responsibilities regarding political contributions and must submit all of their proposed personal political contributions to our Legal and Compliance Department to determine if such contributions are consistent with applicable legal restrictions.

Shareholder Engagement and Outreach

Our Shareholder Engagement Process

We conduct shareholder outreach throughout the year to engage with shareholders on issues that are important to them. We report back to our Board on this engagement as well as specific issues to be addressed.

Also see “Compensation Discussion and Analysis” beginning on page 54 for a discussion of our compensation related shareholder engagement initiatives and our 2020 say-on-pay vote result.

42 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  Communications with the Board

Communications with the Board

Shareholders and other interested parties may contact any member (or all members) of the Board, any Committee or any Chair of any such Committee by mail or electronically.

Correspondence may be sent by:

      Mail:     BlackRock, Inc. Attn: Board of Directors c/o Corporate Secretary 40 East 52nd Street New York, New York 10022     Online:     Go to the BlackRock website at www.blackrock.com. Under the headings “Our Company and Sites / About BlackRock / Investor Relations / 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.

BlackRock’s Corporate Communications, Investor Relations and Legal and Compliance Departments will review all communications received to determine whether the contents represent a message or matter for our directors’ review. Requests for a meeting with any member of the Board will also be reviewed accordingly and, if appropriate, arranged by Investor Relations and the Corporate Secretary. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established for reporting certain matters to the Audit Committee.

Shareholders are encouraged to visit the “Governance / Governance Overview” page of the BlackRock website at http://ir.blackrock.com to see the Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Chief Executive and Senior Financial Officers and additional information about BlackRock’s Board and its Committees and corporate governance policies.

The charters for each of the Audit Committee, the Compensation Committee, the Governance Committee, the Risk Committee and the Executive Committee can be found at the same website address. In addition, BlackRock intends to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Ethics for Chief Executive and Senior Financial Officers by posting such information on its corporate website.

BlackRock will provide a copy of these documents without charge to each shareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, BlackRock, Inc., 40 East 52nd Street, New York, New York 10022.

2020 Director Compensation

Independent directors receive compensation, including retainers and reimbursements of expenses, for their service and dedication to our Company. We recognize the substantial time and effort required to serve as a director of a large global investment firm. The goal of our director compensation program is to help attract, motivate and retain directors capable of making significant contributions to the long-term success of our Company. In order to further align the interest of our directors with the interests of our shareholders, our independent directors are required to own a minimum target number of shares, as described below.

The Compensation Committee is responsible for reviewing director compensation periodically and making recommendations to the Board. The Compensation Committee also reviews the director compensation practices of peer corporations. For more information on these peer groups, please refer to “Role of the Compensation Consultant” on page 65. The Compensation Committee determined that no changes to our director compensation program were necessary for 2020.

How Our Director Compensation Program Aligns with Long-Term Shareholder Interests

FOCUS ON EQUITY COMPENSATION	STOCK/EQUITY OWNERSHIP REQUIREMENT
The largest portion of independent director compensation is the annual equity grant, payable in deferred stock units.	All independent directors are required to own shares valued at a minimum of $500,000 (over five times the annual board retainer) within five years of joining the Board. All directors have met or are on track to meet this requirement.

BLACKROCK, INC. 2021 PROXY STATEMENT     43

Corporate Governance  |  2020 Director Compensation

2020 Elements of Director Compensation

For services provided in 2020, each independent director received an annual retainer paid quarterly in arrears at an annualized rate of $85,000, as well as Committee annual retainers paid quarterly in arrears at the following annualized rates: $40,000 for Chair, and $25,000 for members of, the Audit Committee; and $30,000 for Chairs, and $15,000 for members of, the Compensation, Governance and Risk Committees. Our Lead Independent Director received an additional annual retainer paid quarterly in arrears at an annualized rate of $100,000. In addition, each independent director had the right to elect to receive BlackRock common stock valued at an equivalent fair market value in lieu of all or a portion of his or her annual retainer and Committee annual retainers.

In addition, each independent director received an annual equity grant, awarded in deferred stock units valued at $240,000. For 2020, these equity awards were granted to each director following their election to the Board of Directors at the Annual Meeting of Shareholders on May 21, 2020. The deferred stock units are fully vested on the date of grant and are generally settled in shares of BlackRock common stock on the earlier of the third anniversary of the date of grant and the date the director ceases to be a member of the Board.

The following table shows the elements of director compensation provided by BlackRock for services in 2020.

Director Compensation Element	Payment or Value of Equity
Board Service(1)
Annual Retainer(2)		$85,000
Annual Equity Grant(3)		$240,000 deferred stock units
Lead Independent Director		$100,000
Committee Service
Committee Annual Retainers(2)		Chair	Member
Audit Committee		$40,000	$25,000
Compensation Committee		$30,000	$15,000
Governance Committee		$30,000	$15,000
Risk Committee		$30,000	$15,000

(1) Board Service and Committee Service Retainers. Directors have the right to elect to receive their annual retainers in the form of BlackRock common stock. Directors also have a right to elect, no later than December of the prior calendar year, to receive their annual retainers in the form of deferred stock units that are fully vested on the date of grant, and to elect for such deferred stock units, as well as deferred stock units granted as part of the annual equity grant, to be settled in shares of BlackRock common stock in a lump sum on the date the director ceases to be a member of the Board or in five equal installments beginning on the date the director ceases to be a member of the Board and continuing on each of the next four anniversaries of such date.

(2) Timing of Payments. Board Service and Committee Service Retainers are paid in January, April, July and October, based on service during the prior quarter. New Board members rotating through the standing Committees receive one general Committee retainer. From time to time, the Company also makes available, as an accommodation to all of its directors upon request, basic office space at its existing locations and administrative support, as needed.

(3) Annual Equity Grant. Directors were granted an annual equity award following their election to the Board of Directors at the Annual Meeting of Shareholders on May 21, 2020. The award will be delivered on the earlier of (i) the third anniversary of the date of grant and (ii) the date a director ceases to be a member of the Board.

44 BLACKROCK, INC. 2021 PROXY STATEMENT

Corporate Governance  |  2020 Director Compensation

2020 Total Director Compensation

Directors in 2020 who were also employees of BlackRock or PNC are not listed in the table below because they did not receive compensation for serving as directors or Committee members. In 2020, directors who were not employees of BlackRock or PNC each received the amounts set forth below and were also reimbursed for reasonable travel and related expenses.

2020 Total Director Compensation Table

Name	Fees Earned or Paid in  Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Bader M. Alsaad		114,120		239,508		353,628
Mathis Cabiallavetta		124,040		239,508		363,548
Pamela Daley		139,153		239,508		378,661
Jessica P. Einhorn		115,000		239,508		354,508
William E. Ford		135,634		239,508		375,142
Fabrizio Freda		98,451		239,508		337,959
Murry S. Gerber		225,000		239,508		464,508
Margaret “Peggy” L. Johnson		124,040		239,508		363,548
Cheryl D. Mills		115,096		239,508		354,604
Gordon M. Nixon		128,811		239,508		368,319
Charles H. Robbins		98,451		239,508		337,959
Ivan G. Seidenberg(3)		64,219		–		64,219
Marco Antonio Slim Domit		123,507		239,508		363,015
Susan L. Wagner		139,019		239,508		378,527
Mark Wilson		98,577		239,508		338,085

(1) Includes fees paid in cash and shares of common stock granted on March 31, June 30, September 30 and December 31, 2020, respectively, based on the closing market prices on such dates of $439.97, $544.09, $563.55 and $721.54, respectively, awarded at the election of the director in lieu of all or a portion of his or her annual retainers. Each of the following directors elected to receive common stock in lieu of the following amounts: Mr. Alsaad – $37,449; Mr. Cabiallavetta – $40,702; Ms. Daley – $139,153; Ms. Einhorn – $0; Mr. Ford – $135,634; Mr. Freda – $98,451; Mr. Gerber – $0; Ms. Johnson – $40,702; Ms. Mills – $0; Mr. Nixon – $128,811; Mr. Robbins – $98,451; Mr. Seidenberg – $64,219; Mr. Slim – $81,845; Ms. Wagner – $45,681; and Mr. Wilson – $31,907.

(2) Includes the annual grants to each non-employee director of 471 deferred stock units of BlackRock with a grant date fair value of $240,000 pursuant to FASB ASC Topic 718. For complete valuation assumptions for the awards, see Note 18 to the consolidated financial statements in our 2020 Form 10-K. As of December 31, 2020, each non-employee director held the following outstanding deferred stock units: 2,166 deferred stock units for Ms. Daley; 2,046 deferred stock units for Mr. Ford; 1,770 deferred stock units for Mr. Nixon; 1,607 deferred stock units for Mr. Seidenberg; 1,551 deferred stock units for Mr. Slim; 1,506 deferred stock units for Ms. Johnson; 1,472 deferred stock units for Mr. Wilson; 1,380 deferred stock units for Mr. Gerber; 1,355 deferred stock units for each of Messrs. Cabiallavetta, Freda, Robbins and Mses. Einhorn, Mills and Wagner and 471 deferred stock units for Mr. Alsaad.

(3) Mr. Seidenberg retired from the Board effective May 21, 2020.

BLACKROCK, INC. 2021 PROXY STATEMENT     45

Corporate Governance  |  Other Executive Officers

Other Executive Officers

In addition to Messrs. Fink and Kapito, whose biographical information is included on pages 16 and 19, respectively, the following is a list of individuals serving as executive officers of BlackRock as of the date of this Proxy Statement, each of whom also serves on BlackRock’s GEC. All of BlackRock’s executive officers serve at the discretion of the Board and CEO.

Stephen Cohen age 45	Senior Managing Director, has been Head of EMEA since April 2021. Prior to this, Mr. Cohen served as Head of EMEA iShares and Wealth and oversaw Index Investments in EMEA from 2017 to 2021 and 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 47	Senior Managing Director, has been Chief Operating Officer since 2014 and has been the Head of BlackRock Solutions, which leverages the Company’s unique risk analytics capabilities and capital markets insights to deliver unbiased advice and expertise to other institutions, since 2009. 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.
J. Richard Kushel age 54	Senior Managing Director, has been Head of the Portfolio Management Group, which encompasses BlackRock’s Fixed Income, Fundamental Equities, Systematic Investments, Multi-Asset Strategies and Solutions and the Global Lending, Liquidity and Private Investors businesses since 2020. Prior to that, he served as the Head of Multi-Asset Strategies and Global Fixed Income from 2018 to 2020. Mr. Kushel was Chief Product Officer and Head of Strategic Product Management from 2014 to 2016, Deputy Chief Operating Officer from 2012 to 2014, Head of the Portfolio Management Group from 2010 to 2012 and Chairman of BlackRock’s International platform from 2009 to 2010. Mr. Kushel has been with BlackRock since 1991.
Rachel Lord age 55	Senior Managing Director, has been named Chair and Head of Asia Pacific, a position she will assume beginning May 2021. Prior to this, Ms. Lord served as Head of EMEA since 2017. Ms. Lord also is the Global Executive Sponsor of the Women’s Initiative Network. 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 the Global Head of Corporate Equity Derivatives.
Mark S. McCombe age 55	Senior Managing Director, has been Chief Client Officer since 2019. In addition, Mr. McCombe serves as Co-Head of Global Client Portfolio Solutions. Previously, he served as Head of Americas from 2017 to 2019, Global Head and Chairman of BlackRock Alternative Investors from 2015 to 2017, Global Head of BlackRock’s Institutional Client Business from 2014 to 2016 and Head of BlackRock’s Asia Pacific region from 2012 to 2014. Before joining BlackRock, Mr. McCombe served as Chief Executive Officer in Hong Kong for HSBC from 2010 to 2012.
Christopher J. Meade age 52	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.
Manish Mehta age 50	Senior Managing Director, has been Global Head of Human Resources since 2019. Prior to this, Mr. Mehta was Global Head of Markets & Investments for ETF and Index Investments from 2016 to 2019, Head of Product & Markets for iShares from 2015 to 2016 and Chief Operating Officer for iShares from 2011 to 2015. Mr. Mehta joined BlackRock in 2009 as part of the acquisition of Barclays Global Investors, where he was Head of Strategy and Corporate Development and Chief of Staff to the CEO.
Gary S. Shedlin age 57	Senior Managing Director, has been Chief Financial Officer of BlackRock since 2013. Prior to joining BlackRock, Mr. Shedlin was Vice Chairman, Investment Banking and a Managing Director in the Financial Institutions Group at Morgan Stanley from 2010 to 2013. Prior to that, Mr. Shedlin worked at Citigroup from 2004 to 2010, where he most recently served as Chairman of the Financial Institutions Group. Previously, Mr. Shedlin served as the Co-Head of the Financial Institutions Group at Lazard Ltd.
Mark Wiedman age 50	Senior Managing Director, has been Head of International and of Corporate Strategy since 2019. From 2011 to 2019, Mr. Wiedman served as Global Head of iShares and Index Investments. Mr. Wiedman joined BlackRock in 2004 to help start what became the Financial Markets Advisory Group. Prior to joining BlackRock, he was Senior Advisor to the Under Secretary for Domestic Finance at the U.S. Treasury and a management consultant at McKinsey & Company.

46 BLACKROCK, INC. 2021 PROXY STATEMENT

Ownership of BlackRock

Common Stock

The following table includes certain information about the beneficial ownership of BlackRock’s voting securities as of March 31, 2021, by:

• Each person who is known by BlackRock to own beneficially more than 5% of any class of outstanding voting securities of BlackRock;

• Each of BlackRock’s directors and nominees;

• Each of the executive officers named in the 2020 Summary Compensation Table; and

• All of BlackRock’s executive officers and directors as a group.

Except as otherwise noted, each individual exercises sole voting power or investment power over the shares of voting securities shown. The number of shares of voting securities shown in the following Security Ownership Table as beneficially owned by each director and executive officer is determined under the rules of the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. For purposes of the Security Ownership Table, beneficial ownership includes any shares of voting securities as to which the individual has sole or shared voting power or investment power and also any shares of common stock which the individual has the right to acquire within 60 days of March 31, 2021, through the exercise of any option, warrant or right. All fractional shares have been rounded to the nearest whole number.

BLACKROCK, INC. 2021 PROXY STATEMENT     47

Ownership of BlackRock Common Stock 

As of March 31, 2021, there were 152,635,930 shares of BlackRock’s common stock outstanding.

	Amount of  beneficial ownership of common stock(1)		Percent of             common  stock outstanding		Deferred/             Restricted  Stock Units(2)		Total
The Vanguard Group, Inc.		12,137,641(3)		7.96%		–		12,137,641(3)
100 Vanguard Blvd. Malvern, PA 19355
Kuwait Investment Authority, acting for and on behalf of the Government of the State of Kuwait		7,993,064(4)		5.18%		–		7,993,064(4)
Ministries Complex, Block 3 Safat, Kuwait 13001
Bader M. Alsaad		88		*		796		884
Mathis Cabiallavetta(5)		6,944		*		1,357		8,301
Pamela Daley		4,367		*		1,357		5,724
Jessica P. Einhorn		3,191		*		1,357		4,548
Laurence D. Fink		750,633		*		14,106		764,739
William E. Ford		10,109		*		1,357		11,466
Fabrizio Freda		4,865		*		1,357		6,222
Murry S. Gerber		40,380		*		1,357		41,737
Robert L. Goldstein		31,541		*		7,269		38,810
Margaret “Peggy” L. Johnson		603		*		1,357		1,960
Robert S. Kapito(5)		282,694		*		12,544		295,238
Cheryl D. Mills		3,210		*		1,357		4,567
Gordon M. Nixon		1,607		*		1,357		2,964
Charles H. Robbins		1,111		*		1,357		2,468
Gary S. Shedlin		7,515		*		5,648		13,163
Marco Antonio Slim Domit		4,371		*		1,357		5,728
Hans E. Vestberg		—		*		—		—
Susan L. Wagner		430,867		*		1,357		432,224
Mark Wiedman		4,187		*		5,479		9,666
Mark Wilson		461		*		1,357		1,818
All directors, nominees and executive officers as a group (26 persons)(5)		1,767,541		1.16%		88,530		1,856,071

* The number of shares of common stock held by such individual is less than 1.0% of the outstanding shares of common stock.

(1) Does not include unvested/unsettled RSUs and unvested stock options.

(2) Does not include BPIP Awards.

(3) Based on the Schedule 13G of The Vanguard Group, Inc. filed on February 10, 2021. The Vanguard Group, Inc. reported it held 0 shares with sole voting power, 236,313 shares with shared voting power, 11,496,927 shares with sole dispositive power and 640,714 shares with shared dispositive power.

(4) Based on the Schedule 13G of the Kuwait Investment Authority (the “KIA”), acting for and on behalf of the Government of the State of Kuwait, filed on July 7, 2020. The KIA reported it held 0 shares with sole voting power, 7,993,064 shares with shared voting power, 0 shares with sole dispositive power and 7,993,064 shares with shared dispositive power.

(5) Includes shares of BlackRock common stock held jointly, indirectly and/or in trust (other than shares the beneficial ownership of which has been disclaimed).

48 BLACKROCK, INC. 2021 PROXY STATEMENT

Certain Relationships and

Related Transactions

PNC and its Subsidiaries

On May 15, 2020, a subsidiary of PNC completed a secondary offering of 31,628,573 shares of the Company’s common stock, which included 823,188 shares of common stock issued upon the conversion of BlackRock’s Series B Convertible Participating Preferred Stock (“Series B Preferred Stock”) and 2,875,325 shares of common stock under the fully exercised underwriters’ option to purchase additional shares.

Also on May 15, 2020, BlackRock completed its repurchase from PNC of 2,650,857 shares of common stock pursuant to a stock repurchase agreement, between PNC and BlackRock. Additionally, William S. Demchak resigned from the BlackRock Board on May 15, 2020.

The secondary offering and the Company’s share repurchase resulted in PNC’s exit of its entire ownership position in the Company. As a result, PNC is no longer a related party.

BlackRock provides investment advisory and administration services to certain PNC subsidiaries and separate accounts for a fee based on assets under management. The amount of investment advisory and administration fees earned from PNC and its affiliates in relation to these services in 2020 totaled $2.0 million.

BlackRock provides risk management advisory and technology services to PNC’s corporate and line of business asset/liability management committees, for which it received an annual fee of $8.7 million for 2020. BlackRock also recorded revenue of $2.8 million related to non-discretionary trading services.

BlackRock incurred expenses of $3.1 million to PNC affiliates in 2020 for service fees related to certain retail and institutional clients.

Transactions between BlackRock Funds and Client Accounts and PNC and its Subsidiaries

From time to time in the ordinary course of our business, acting predominantly as agent for its clients, BlackRock effects transactions in securities and other financial assets with PNC and its subsidiaries. The amount of compensation or other value received by PNC in connection with those transactions is dependent on the capacity in which it participates in each of them, as principal or agent for other principals, and the type of security or financial asset involved. PNC may also act as the underwriter of securities purchased by BlackRock-managed funds and accounts. We principally engage in fixed income transactions with PNC. PNC (including its subsidiaries) was among one of BlackRock’s many fixed income trading counterparties in 2020. Fixed income transactions are typically not traded on a commission basis and, accordingly, the amounts earned by PNC and its subsidiaries on such transactions cannot be determined.

PNC may, from time to time in the ordinary course of business, make loans to funds or separately managed accounts or commit to make future loans on substantially the same terms as those prevailing at the time for comparable loans to third parties and may enter into caps, hedges or swaps in connection with these loans. BlackRock may be an investor in or co-investor alongside these funds and accounts. BlackRock products and client accounts also enter into a variety of other arrangements with PNC and its subsidiaries on an arm’s length basis in the ordinary course of business. Such arrangements include, but are not limited to, serving as custodian or transfer agent or providing principal protection warranties as well as book value protection and co-administration, sub-administration, fund accounting, networking, leases of office space to PNC or its subsidiaries, bank account arrangements, derivative transactions, letters of credit, securities lending, loan servicing and other administrative services for BlackRock-managed funds and accounts. In certain instances, the fees that may be incurred by BlackRock funds or other products are capped at a fixed amount. In these cases, BlackRock may be responsible for payment of fees incurred in excess of these caps and amounts would be reflected in the fees for administrative services described above. Additionally, PNC or its subsidiaries or affiliates may invest in BlackRock funds or other products or buy or sell assets to or from BlackRock funds and separate accounts.

PNC Stockholder Agreement

During 2020, BlackRock was a party to the PNC Stockholder Agreement, which governed PNC’s ownership interests in and relationship with BlackRock. The PNC Stockholder Agreement terminated upon consummation of the secondary offering because PNC’s ownership of BlackRock capital stock fell below five percent. A description of the key provisions of the PNC Stockholder Agreement, as well as the approval process for transactions (other than transactions in the ordinary course of business) with PNC, is set forth in Annex B.

BLACKROCK, INC. 2021 PROXY STATEMENT     49

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

Transactions with BlackRock Directors, Executive Officers and Other Related Parties

From time to time, certain directors, their family members and related charitable foundations may have investments in various BlackRock investment vehicles or accounts. For certain types of products and services offered by BlackRock’s subsidiaries, BlackRock directors may receive discounts that are available to our employees generally. In addition, certain of the companies or affiliates of the companies that employ BlackRock’s independent directors may have investments in various BlackRock investment vehicles or accounts or may receive advisory, technology and risk management services. These investments and services are entered into in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with similarly situated customers and eligible employees.

How We Review, Approve or Ratify Transactions with Related Persons

On February 27, 2007, the Board adopted a written policy regarding related person transactions, which governs and establishes procedures for approving and ratifying related person transactions.

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.

Related person transactions must be approved or ratified by a majority of the members of the Governance Committee or the Board. In the event it is not practicable for BlackRock to wait for approval until the next meeting of the Governance Committee or the Board, the Chairperson of the Governance Committee may approve the transaction. In reviewing any related person transaction, all of the relevant facts and circumstances must be considered, including:

• The related person’s relationship to BlackRock and his or her interest in the transaction;

• The benefits to BlackRock;

• The impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer;

• The availability of comparable products or services that would avoid the need for a related person transaction; and

• The terms of the transaction and the terms available to unrelated third parties or to employees generally.

50 BLACKROCK, INC. 2021 PROXY STATEMENT

Management Development

& Compensation Committee

Interlocks and Insider

Participation

The members of the Compensation Committee during 2020 were Mses. Einhorn, Johnson and Mills and Messrs. Ford (Chairperson), Nixon, Seidenberg (until May 21, 2020) and Slim. No member of the Compensation Committee was, during the fiscal year, an officer or employee, or formerly an officer or employee, of BlackRock or involved in any related person transactions requiring disclosure in this Proxy Statement.

No executive officer of BlackRock served as a:

• Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of BlackRock;

• Director of another entity, one of whose executive officers served on the Compensation Committee of BlackRock; or

• Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served as a director of BlackRock.

BLACKROCK, INC. 2021 PROXY STATEMENT     51

Item 2:

Approval, in a Non-Binding

Advisory Vote, of the

Compensation for Named

Executive Officers

We are asking our shareholders to approve the compensation of our NEOs as disclosed in this Proxy Statement.

While this vote is advisory, and not binding on the Company, it will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices. We value the opinions of our shareholders and, to the extent there is any significant vote against the compensation of our NEOs as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Before You Vote

In considering your vote, we encourage shareholders to review the information on BlackRock’s compensation policies and decisions regarding our NEOs presented in the summary of our executive compensation practices on page 78, as well as our “Compensation Discussion and Analysis” beginning on page 54.

Our pay-for-performance compensation philosophy is structured to align management’s interests with our shareholders’ interests. A significant portion of total compensation for executives is closely linked to BlackRock’s financial and operational performance as well as BlackRock’s common stock price performance. BlackRock has adopted strong governance practices for its employment and compensation programs. Compensation programs are reviewed annually to ensure that they do not promote excessive risk-taking.

Board Recommendation

52 BLACKROCK, INC. 2021 PROXY STATEMENT

Management Development

& Compensation Committee

Report

Management Development & Compensation Committee Report on Executive Compensation for Fiscal Year 2020

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

MEMBERS OF THE MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE

William E. Ford, Chair

Jessica P. Einhorn

Margaret “Peggy” L. Johnson

Cheryl D. Mills

Gordon M. Nixon

Marco Antonio Slim Domit

BLACKROCK, INC. 2021 PROXY STATEMENT     53

Executive Compensation

Compensation Discussion and Analysis

BlackRock’s executive compensation program is designed to align management incentives with the long-term interests of our stakeholders. Our total annual compensation structure embodies our commitment to align pay with performance. This Compensation Discussion and Analysis provides shareholders with information about BlackRock’s business and 2020 financial performance, our disciplined compensation approach and 2020 compensation decisions for our NEOs, listed below.

Laurence D. Fink	Robert S. Kapito	Robert L. Goldstein Chief Operating Officer	Mark Wiedman	Gary S. Shedlin
Chairman and Chief Executive Officer	President		Head of International and of Corporate Strategy	Chief Financial Officer

Table of Contents

1. Introduction
Shareholder Engagement on Executive Compensation	55
BlackRock Shareholder Value Framework	55
2020 Financial Performance	56
Our Compensation Framework	57
NEO Total Annual Compensation Summary	58
Pay-for-Performance Compensation Structure for NEOs	58
Pay-for-Performance - Chairman and CEO	59
Pay-for-Performance - Other NEOs	59
2. Our Compensation Program
Compensation Program Objectives	60
Compensation Elements	60
BlackRock Performance Incentive Plan (BPIP)	61

3. Compensation Determination Process
Compensation Timeline and Process	64
Competitive Pay Positioning - Market Data	64
Role of the Compensation Consultant	65
Risk Assessment of Compensation Plans	66
4. 2020 NEO Compensation and Performance Summaries
Linking Pay and Performance	67
5. Compensation Policies and Practices
Summary of Executive Compensation Practices	78
6. Executive Compensation Tables
Tabular Disclosure for 2020	81
CEO Pay Ratio for 2020	88
Equity Compensation Plan Information	89

54 BLACKROCK, INC. 2021 PROXY STATEMENT

Compensation Discussion and Analysis  |  1. Introduction

1.

Introduction

Shareholder Engagement on Executive Compensation

Our Board recognizes the importance of executive compensation decisions to our stakeholders. The annual say-on-pay advisory vote provides our shareholders with the opportunity to:

• Evaluate our executive compensation philosophy, policies and practices;

• Evaluate the alignment of the compensation of BlackRock’s NEOs with BlackRock’s results; and

• Cast an advisory vote to approve the compensation of BlackRock’s NEOs.

At the 2020 Annual Meeting of Shareholders, the say-on-pay advisory vote received significant support, with approximately 94% of the votes cast in favor of our executive compensation policies, practices and determinations. Our Board encourages an open and constructive dialogue with shareholders on compensation to ensure alignment on policies and practices.

In advance of this year’s Annual Meeting, we targeted stewardship officers at BlackRock’s 50 largest shareholders, representing 69% of our total outstanding shares, to discuss corporate governance, executive compensation and sustainability topics outside of the proxy season. Shareholders who provided feedback generally reported that executive compensation at BlackRock was reasonable and well-aligned to performance. No consistent or prevalent concerns were raised from our engagements.

BlackRock Shareholder Value Framework

BlackRock is committed to delivering long-term shareholder value. While our financial results can be affected by global capital market conditions that are beyond our control, management has the ability to influence key drivers of shareholder value.

As described below, BlackRock’s framework for long-term value creation is based on our ability to:

• Generate differentiated organic growth;

• Leverage our scale for the benefit of stakeholders; and

• Return capital to shareholders on a consistent and predictable basis.

BlackRock’s commitment to delivering shareholder value is aligned with the way we manage our business. By putting clients’ interests first and delivering investment, portfolio construction and technology solutions to help meet their objectives, we are able to grow our business by adding new AUM and increasing technology services revenue, resulting in Organic Revenue growth.⁽¹⁾

BlackRock’s scale is one of the firm’s key strategic advantages and is an important driver of operating leverage that benefits clients, shareholders, employees and the communities in which we operate. We take advantage of scale in numerous areas of our business including our index-based and cash investment strategies, brand spend, technology platform, including our Aladdin business, and our external vendor relationships.

In addition to leveraging our scale, investing for the long-term is a key element of our strategy. Our diversified platform, in terms of styles, products, client types and geographies, has enabled us to generate stable cash flow through market cycles and positions BlackRock to consistently invest for future growth and return capital to our shareholders. For more details, refer to “Business Outlook” on page 34 of our 2020 Form 10-K.

(1) Organic Revenue growth is a measure of the expected 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.

BLACKROCK, INC. 2021 PROXY STATEMENT     55

Compensation Discussion and Analysis  |  2020 Financial Performance

2020 Financial Performance⁽¹⁾

BlackRock’s 2020 results reflect our differentiated ability to deliver global insights, strategic advice and comprehensive solutions to our clients in a challenging market environment. We generated $391 billion of total net inflows for the full year, representing 5% organic asset growth and 7% organic base fee growth. We delivered revenue, operating income and earnings growth, expanded our margin and returned $3.8 billion to shareholders. Despite a volatile market environment and uncertain economic backdrop, BlackRock continued to invest in our business to serve all our stakeholders, drive long-term growth and lead the evolution of the asset management industry. Long-term investment performance results across our alpha-seeking and index strategies as of December 31, 2020 remain strong and are detailed in Part I, Item 1 – Business of our 2020 Form 10-K.

Differentiated Organic Growth

BlackRock generated 5% organic asset growth and 7% organic base fee growth in 2020

• Total net inflows of $391 billion, positive across all client channels, asset classes and regions, represented organic asset growth of 5%, compared to Traditional Peers⁽²⁾ who generated, on average, -4% organic asset decay;

• Technology services revenue grew 17% year-over-year, partially driven by the acquisition of eFront in May 2019, and eclipsed $1 billion in annual revenue; and

• Total revenue increased 11% from 2019 to $16,205 million.

Operating Leverage

BlackRock improved its Operating Margin, as adjusted, by 120 bps to 44.9% in 2020

• Our 2020 operating margin, as adjusted, reflected a strategic commitment to investing for the long-term and benefited from record performance fees and securities lending revenue during the year and a lower level of “core” G&A expense than anticipated; and

• Operating income, as adjusted, of $6,284 million was up 13% from 2019.

Consistent Capital Return

BlackRock returned $3.8 billion to shareholders in 2020

• Annual dividend of $14.52 per share reflected an increase of 10% from $13.20 in 2019; and

• $1.5 billion of shares were repurchased during 2020, including $1.1 billion as part of PNC’s successful sale of its entire 22% ownership position, resulting in a net reduction of 3.4 million shares.

Earnings Per Share Growth

BlackRock grew diluted earnings per share, as adjusted, by 19% to $33.82 in 2020

• Robust organic growth, operating margin expansion, consistent share repurchases and higher non-operating income drove a 19% increase in earnings per share.

(1) Amounts in this section, where noted, are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Annex A.

(2) Traditional Peers refers to public company asset managers: Alliance Bernstein, Affiliated Managers Group, Franklin Resources, Invesco and T. Rowe Price.

56 BLACKROCK, INC. 2021 PROXY STATEMENT

Compensation Discussion and Analysis  |  Our Compensation Framework

Our Compensation Framework

Our annual total compensation program for NEOs includes base salary, annual incentive awards (cash and deferred equity) and long-term performance-based incentive awards.

Pay and Performance Alignment for NEOs – Total Incentive Award Determination

Under the NEO total incentive award determination framework, the Compensation Committee assesses each NEO’s performance individually, based on three categories outlined below. Each category is assigned a weighting factor, with 50% of the award opportunity dependent on BlackRock’s achievement of financial performance goals, 30% dependent on BlackRock’s progress towards meeting our strategic objectives as measured by our business strength and 20% dependent on BlackRock’s progress towards meeting its organizational priorities. Our commitment to sustainability is incorporated within our Business Strength and Organizational Strength objectives. In the “2020 NEO Compensation and Performance Summaries” section, performance objectives and outcomes related to ESG are noted for each NEO with an .

At the beginning of the year, the Compensation Committee and management engage in a rigorous review and approval of objectives for the CEO, President and other NEOs. The objectives reinforce BlackRock’s shareholder value framework and commitment to serving client needs holistically and through market cycles. Throughout the year, the Compensation Committee receives updates on the Company’s performance against these goals and objectives. At the end of the year, the Compensation Committee assesses each NEO’s performance against these objectives, while considering internal performance measures and peer group comparisons.

The Compensation Committee’s performance assessment directly impacts each NEO’s total incentive award, which includes all variable pay including an annual cash award, deferred equity award and long-term equity award. Based on the Compensation Committee’s performance assessment, total incentive awards can range from 0% to 125% of the prior year’s total incentive pay.

Once the total incentive award is determined, the Compensation Committee determines the appropriate mix between cash, deferred equity and long-term equity. For all NEOs, at least half of their total incentive award is delivered through equity. Additionally, for Messrs. Fink and Kapito, at least half of their equity awards are delivered through the BPIP Awards, which are also contingent on future financial performance rather than solely time-based vesting.

Each NEO, through their various roles and responsibilities, contributes to the firm-wide objectives summarized below. For the NEO performance assessments, please refer to the section “2020 NEO Compensation and Performance Summaries” on page 67.

(1) For reconciliation with GAAP, please see Annex A.

(2) Total annual incentive includes the NEO’s annual cash award, deferred equity award and long-term equity award.

(3) 2020 total incentive compensation is calculated using 2019 total incentive outcome multiplied by applicable performance incentive percentage.

BLACKROCK, INC. 2021 PROXY STATEMENT     57

Compensation Discussion and Analysis  |  NEO Total Annual Compensation Summary

NEO Total Annual Compensation Summary

Following a review of full-year business and individual NEO performance, the Compensation Committee determined 2020 total annual compensation outcomes for each NEO, as outlined in the table below.

		2020 Total Incentive Award
Name	Base    Salary	Cash	Deferred    Equity		Long-Term    Incentive Award    (BPIP)	Total Annual    Compensation    (TAC)	% change in    TAC vs. 2019	Performance  Assessment
Laurence D. Fink	$1,500,000	$9,500,000		$3,950,000	$14,900,000	$29,850,000	18%	Far Exceeds
Robert S. Kapito	$1,250,000	$8,250,000		$3,937,500	$11,187,500	$24,625,000	23%	Far Exceeds
Robert L. Goldstein	$500,000	$3,175,000		$2,325,000	$5,750,000	$11,750,000	19%	Far Exceeds
Mark Wiedman	$500,000	$2,675,000		$1,725,000	$5,600,000	$10,500,000	24%	Far Exceeds
Gary S. Shedlin	$500,000	$2,800,000		$1,850,000	$3,350,000	$8,500,000	18%	Far Exceeds

The amounts listed above as “2020 Total Incentive Award: Deferred Equity” and “2020 Total Incentive Award: Long-Term Incentive Award (BPIP)” were granted in January 2021 in the form of equity and are in addition to cash award amounts listed above as “2020 Total Incentive Award: Cash.” In conformance with SEC requirements, the 2020 Summary Compensation Table on page 81 reports equity in the year granted, but cash in the year earned.

Pay-for-Performance Compensation Structure for NEOs

Our total annual compensation structure embodies our commitment to align pay with performance. More than 90% of our regular annual executive compensation is performance based and “at risk.” Compensation mix percentages shown below are based on 2020 year-end compensation decisions for individual NEOs by the Compensation Committee.

(1) All grants of BlackRock equity, including the portion of the annual incentive awards granted in RSUs and the portion granted under the BPIP Awards, are approved for each NEO by the Compensation Committee under the Stock Plan, which has been previously approved by shareholders. The Stock Plan allows for multiple types of awards to be granted.

(2) The value of the 2020 BPIP Awards and the value of the annual incentive deferred equity awards were converted into RSUs by dividing the award value by $739.22, which represented the average of the high and low prices per share of common stock of BlackRock on January 15, 2021.

(3) For NEOs other than the CEO and President, higher annual incentive awards are subject to higher deferral percentages, in accordance with the Company-wide deferral policy, as detailed on page 60.

58 BLACKROCK, INC. 2021 PROXY STATEMENT

Compensation Discussion and Analysis  |  Pay-for-Performance – Chairman and CEO

Pay-for-Performance – Chairman and CEO

The graph below reflects BlackRock’s financial growth as well as CEO total compensation decisions during the period from 2011 to 2020. We strive to keep pay decisions aligned with performance.

Pay-for-Performance – Other NEOs

We strive to keep pay decisions aligned with performance. Our rigorous assessment and pay determination process has resulted in disciplined pay levels that have been outpaced by financial and market value growth over time, as demonstrated by CEO pay in the chart above. The average year-over-year total compensation growth for the CEO and the President was +3%, since 2011. The average year-over-year total compensation growth for the other NEOs (excluding the CEO and the President) was +4% since 2011. The year-to-year decisions have been made to align compensation with annual performance and our talent strategy.

BLACKROCK, INC. 2021 PROXY STATEMENT     59

Compensation Discussion and Analysis  |  2. Our Compensation Program

2.

Our Compensation Program

Compensation Program Objectives

Our compensation program is designed to:

• Appropriately allocate BlackRock’s profitability between shareholders and employees;

• Determine overall compensation based on a combination of firm, business area and individual employee performance;

• Align the interests of our senior-level employees, including NEOs, with those of shareholders through the use of long-term performance-based equity awards and accumulation of meaningful share ownership positions;

• Discourage excessive risk-taking; and

• Attract, motivate and retain high-performing employees.

Compensation Elements

Element/How it is Paid	Purpose	Description
Base Salary Cash	To provide competitive fixed compensation based on knowledge, skills, experience and responsibilities.	Base salary is a relatively small portion of total annual compensation for NEOs and other senior-level employees; this approach allows BlackRock to effectively manage its fixed expenses. Base salary levels are reviewed periodically in light of market practices and changes in responsibilities.
Annual Incentive Award Cash and Deferred Equity (Time-vested RSUs) Terms: The deferred equity portion of the annual incentive award is converted into a fixed number of RSUs using a conversion price.(1) The deferred equity portion of the annual incentive award vests in equal installments over the three years following grant. Dividend equivalents accumulate during the vesting period and are paid following delivery of shares. Expense is recognized over the vesting period.	To reward achievement of goals and objectives. Aligns with Company-wide performance and business unit / function performance. Deferred equity component aligns compensation with multi-year shareholder outcomes.	Annual incentive award determinations are based on assessment of performance against three categories: financial, business strength and organizational strength, weighted 50%, 30% and 20% respectively. Each category has pre-identified objectives, which in turn are relative to budget/expectations, prior achievement or peer comparisons. A variety of factors are considered to determine the size of the CEO, President and other NEOs’ annual incentive awards. The Compensation Committee considers absolute and/or relative performance outcomes against Company, business and individual NEO goals and objectives, as well as the context in which they were achieved. These goals and objectives are set in the first quarter of each year and performance against them is assessed at year-end. See “Compensation Determination Process” beginning on page 64. For Messrs. Fink and Kapito, the Compensation Committee determines the appropriate pay mix between cash and equity for their annual incentive awards. For the other NEOs, annual incentive awards are subject to deferral percentages in accordance with the Company-wide deferral policy. Deferral amounts follow a step-function approach, starting at 15% of the total award and increasing to 70% of the total award for the portion of the bonus in excess of $10 million.

(1) For 2020 deferred equity, the award value was converted into a number of RSUs by dividing the award value by $739.22, which represented the average of the high and low prices per share of common stock of BlackRock on January 15, 2021.

60 BLACKROCK, INC. 2021 PROXY STATEMENT

Compensation Discussion and Analysis  |  Compensation Elements

Element/How it is Paid	Purpose	Description
Long-Term Incentive Award BlackRock Performance Incentive Plan (BPIP) (Performance-Based RSUs) Terms: The target BPIP Award value is converted into a base number of RSUs using a conversion price.(1) The final number of RSUs delivered at settlement is variable based on certain financial metrics achieved over a three-year performance period. Dividend equivalents accumulate during the performance period and are paid in cash after the performance period with respect to the number of shares that are delivered in settlement of the award. Expense, based on the expected number of awards to be delivered, is recognized over the vesting period.	To recognize the scope of an individual employee’s role, business expertise and leadership skills. To recognize prior year performance and anticipate continued performance and long-term focus over a multi-year period. Aligns the interests of senior-level employees with those of shareholders by aligning compensation with long-term drivers of shareholder value.	The Compensation Committee considers the role and influence of the NEO on setting long-term strategy and in executing long-term objectives in determining individual award amounts, although no specific formulas or weights are used to determine the size of a long-term incentive award. See “Compensation Determination Process” beginning on page 64. The performance-based RSUs are settled in a number of shares of common stock that is determined based on attainment of pre-established Organic Revenue growth and Operating Margin, as adjusted, targets over a three-year performance period. The maximum number of shares that may be earned under the program is equal to 165% of the base number of RSUs granted. No shares will be earned in the event of negative Organic Revenue growth and Operating Margin, as adjusted, below a threshold level of performance over a three-year performance period. More details on the 2020 BPIP Awards are provided below.

(1) For 2020 BPIP Awards, the award value was converted into a base number of RSUs by dividing the award value by $739.22, which represented the average of the high and low prices per share of BlackRock common stock on January 15, 2021.

BlackRock Performance Incentive Plan (BPIP)

BlackRock believes in aligning the interests of our senior-level employees, including our NEOs, with those of our shareholders and in closely aligning compensation with long-term performance. BPIP was designed to further align compensation with BlackRock’s framework for long-term shareholder value creation. A portion of each NEO’s incentive compensation for 2020 was provided in the form of a BPIP Award granted in January 2021. In addition to recognizing an NEO’s performance in the prior year, the BPIP Awards are intended to promote a focus on driving increased performance over a multi-year period. BlackRock is focused on balancing investment to optimize Organic Revenue growth in the most efficient way possible.

Each year, the Compensation Committee approves the BPIP Awards and Award Determination Matrix, following a comprehensive review of future performance goals and expectations, potential pay outcomes for employees, shareholder input and market trends. BPIP Awards are granted in the form of RSUs that vest after three years. The number of shares vesting under BPIP is based on attainment of specified levels of Organic Revenue growth and Operating Margin, as adjusted, over the three-year performance period. Awards are settled in the form of common stock.

The 2020 BPIP Award Determination Matrix (performance period beginning January 1, 2021, and ending on December 31, 2023) is outlined below. Additionally, we have included the actual performance and payout for the 2017 BPIP Award, which vested on January 31, 2021 (performance period began January 1, 2018, and ended on December 31, 2020).

BLACKROCK, INC. 2021 PROXY STATEMENT     61

Compensation Discussion and Analysis  |  BlackRock Performance Incentive Plan (BPIP)

BPIP Financial Metrics

BPIP is tied to two key drivers of shareholder value – Organic Revenue growth and Operating Margin, as adjusted, over a three-year performance period – that are directly influenced by BlackRock’s senior-level employees across market cycles.

•   Organic Revenue growth is a measure of the expected 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.

•   Operating Margin, as adjusted, is a measure of BlackRock’s ability to efficiently manage our expense base in the context of the revenue we generate.

2020 BPIP Award Determination Matrix

Performance Period (2021-2023)

For the 2020 BPIP Awards granted in January 2021, the number of shares that a recipient ultimately receives upon settlement will be equal to the base number of RSUs granted, multiplied by a percentage determined in accordance with the 2020 BPIP Award Determination Matrix below. The percentage will be determined by BlackRock’s average annual Organic Revenue growth and Operating Margin, as adjusted, during the three-year performance period; performance between two adjacent points on the matrix will be interpolated.

A summary version of the matrix for the 2020 BPIP Awards granted in January 2021 is shown below.

	3-yr Average Annual Organic Revenue growth ($ million)
3-yr Average   Annual Operating Margin, as Adjusted	<=0		475		675		875		>=1,075
>=50.5%		100%		123%		133%		149%		165%
48.5%		83%		112%		122%		138%		154%
46.5%		67%		101%		111%		127%		143%