- BlackRock is the latest Wall Street giant to have its executive pay plan criticized by Institutional Shareholder Services or Glass Lewis. The proxy advisors, which make recommendations to large investors, have been fiercely criticized by JPMorgan Chase CEO Jamie Dimon and Tesla CEO Elon Musk.
BlackRock believes CEO Larry Fink has earned his $36.7 million pay package after leading the world’s largest asset manager to a blockbuster year in 2024. The globe’s biggest proxy advisor doesn’t necessarily disagree, but it’s nonetheless urging stockholders to vote against the firm’s executive compensation plan at BlackRock’s annual meeting on May 15.
BlackRock is the latest Wall Street giant to get a negative vote recommendation from Institutional Shareholder Services, or ISS, which advises clients big and small for votes on proposals regarding executive pay, corporate governance, and other issues. Both ISS and competitor Glass Lewis recently recommended shareholders vote against compensation packages for leaders at Goldman Sachs, and support from investors dropped to its lowest level in nearly 10 years. However, the votes, known as an investor Say-on-Pay vote, are non-binding and merely tell corporate boards whether investors think the compensation decisions they made merit a thumbs up or thumbs down, essentially.
In BlackRock’s case, Fink made 33% more than the $26.9 million he was awarded in 2023, according to regulatory filings. While his base salary of $1.5 million was unchanged, his cash bonus rose from $7.9 million to $10.6 million. Meanwhile, his total stock awards jumped from $16.4 million to $24.6 million.
ISS said it has no problem with those numbers, but the proxy advisor believes BlackRock has not adequately responded to investor concerns raised last year. Just 59% of shareholders ratified the firm’s executive pay plan in a nonbinding vote last May. That was a dramatic decline, the firm acknowledged in its proxy statement, relative to the 93% support received on average over the last decade.
“BlackRock has a longstanding pay-for-performance culture, and our executive compensation program takes a metrics-driven approach that aligns compensation with the successful delivery of long-term business goals on behalf of shareholders,” the company said in a statement provided to Fortune.
The firm also noted 2024 was a record year for revenues, operating income, and net inflows from investors.
“We value the opinion of our shareholders,” the company added, “and look forward to continued engagement.”
In its proxy statement, BlackRock said it met with officers and investors at its 50 largest stockholders, representing approximately 65% of the company’s outstanding shares, to address concerns after last year’s vote. The firm acknowledged negative feedback on one-time options awards for several executives, and none were granted in 2024.
That wasn’t enough for ISS, however, which said the firm did not make any commitments related to the use and design of such awards going forward. The proxy advisor also said investors deserve more clarity about how annual cash incentives are calculated.
“The committee’s response to last year’s low vote result is considered limited and support for the say-on-pay proposal is not warranted,” ISS said in a report to clients obtained by Fortune.
The proxy advisor also raised its eyebrows at BlackRock’s plans to begin paying Fink a share of the profits earned by the firm’s flagship private equity funds. Known as “carried interest,” it’s how most PE executives are paid. Given the firm’s status as a top-five alternative asset manager, BlackRock said its CEO’s compensation should be tied to the performance of its roughly $600 billion in private assets.
The change isn’t reflected in Fink’s package this year, but ISS said it creates added complexity in evaluating his pay going forward.
“Based on proxy disclosure, there is no indication that the CEO’s carry incentive is intended to offset a portion of current pay opportunities,” ISS said.
When reached for comment, BlackRock noted Glass Lewis recommended Monday that shareholders vote in line with management on all matters. Glass Lewis did not immediately respond to Fortune’s request for comment or a copy of its report to clients.
Jamie Dimon, Elon Musk deride proxy advisors
Both proxy advisors also recommended shareholders vote against compensation packages for executives at Goldman Sachs, including CEO David Solomon and his presumed successor, John Waldron. Only 66% of shareholders voted in favor of the plan, the lowest level of support since 2016, the Financial Times reported. Opponents included Norway’s sovereign wealth fund and CalSTRS, the world’s second-largest pension fund.
A U.S. bank’s pay plan hadn’t seen such low support, per the FT, since 2022, when two-thirds of JPMorgan Chase shareholders rejected a package for CEO Jamie Dimon that included a special award of $50 million.
Dimon and Tesla CEO Elon Musk, who’s proposed compensation package sparked a prolonged legal challenge, have unsurprisingly been fierce critics of both ISS and Glass Lewis, which account for well over 90% of the market for their services.
The JPMorgan head called both proxy advisors “incompetent” at a conference in March and said they have pushed companies to flee a suffocating regulatory environment in the public markets.
Musk, meanwhile, compared ISS to ISIS, the terrorist organization also known as the Islamic State, after the proxy advisor recommended that Tesla shareholders vote against his $56 billion pay package in 2024. That proposal has since been struck down twice by a Delaware judge, prompting Musk to reincorporate the EV maker in Texas.
This story was originally featured on Fortune.com
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