According to BlackRock's April 2011 annual report to stockholders, the board of directors consists of eighteen members. The board is classified into three equal groups--Class I, Class II, and Class III--with terms of office of the members of one class expiring each year in rotation. Members of one class are generally elected at each annual meeting and serve for full three-year terms, or until successors are elected and qualified. Each class consists of approximately one-third of the total number of directors constituting the entire board of directors.
BlackRock has stockholder agreements with Merrill Lynch & Co., Inc., a wholly owned subsidiary of Bank of America Corporation; and Barclays Bank PLC and its subsidiaries. Two to four members of the board are from BlackRock management; one director is designated by Merrill Lynch; two directors, each in a different class, are designated by PNC Bank; two directors, each in a different class, are designated by Barclays; and the remaining directors are independent.
BlackRock's Board of Directors
Class I Directors (terms expire in 2012):
William S. Demchak--Corporate affiliations: senior vice chairman of PNC (assets: $271 billion); J. P. Morgan Chase & Co. (2011 assets: $2.2 trillion).
Kenneth B. Dunn, PhD--Corporate and institutional affiliations: professor of financial economics at the David A. Tepper School of Business at Carnegie Mellon University; former managing director of Morgan Stanley Investment (assets: $807 billion).
Laurence D. Fink--Corporate and institutional affiliations: chairman/CEO of BlackRock; trustee of New York University; trustee of Boys Club of NY.
Robert S. Kapito--Corporate and institutional affiliations: president of BlackRock; trustee of Wharton School University of Pennsylvania.
Thomas H. O'Brien--Corporate affiliations: former CEO of PNC; Verizon Communications, Inc. (2011 revenue: $110 billion).
Ivan G. Seidenberg-- Corporate and policy affiliations : board chairman of Verizon Communications; former CEO of Bell Atlantic; Honeywell International Inc. (2010 revenue: $33.3 billion); Pfizer Inc. (2011 revenue: $64 billion); chairman of the Business Roundtable; N ational Security Telecommunications Advisory Committee; President's Council of the New York Academy of Sciences. [xxv]
Class II Directors (terms expire in 2013):
Abdlatif Yousef Al-Hamad--Corporate and institutional affiliations: board chairman of Arab Fund for Economic and Social Development (assets: $2.7 trillion); former Minister of Finance and Minister of Planning of Kuwait, Kuwait Investment Authority. Multilateral Development Banks, International Advisory Boards of Morgan Stanley, Marsh & McLennan Companies, Inc., American International Group, Inc. and the National Bank of Kuwait.