BlackRock Employment Offer Letter to Adebayo O. Ogunlesi – Senior Managing Director, Chairman and CEO of Global Infrastructure Partners
This letter from BlackRock, Inc. to Adebayo O. Ogunlesi outlines the terms of his employment following BlackRock’s acquisition of Global Infrastructure Management, LLC (GIP). Upon closing of the transaction, Mr. Ogunlesi will serve as Senior Managing Director, Chairman, and CEO of Global Infrastructure Partners, reporting to BlackRock’s CEO. He will receive a base salary, be eligible for annual bonuses, and participate in employee benefit plans, with certain terms transitioning to BlackRock’s standards after 2025. The offer is contingent on the transaction closing and is subject to the terms of related governance agreements.
Exhibit 10.33
September 30, 2024
Dear Mr. Adebayo O. Ogunlesi,
Welcome! On behalf of BlackRock, we are excited about the prospect of having you as part of the BlackRock team. We look forward to all we can achieve as we bring our teams together to serve clients.
As you are aware, BlackRock, Inc. (“BlackRock”) and Global Infrastructure Management, LLC (“GIP”), together with certain other parties, have entered into the Transaction Agreement, dated as of January 12, 2024 (the “Transaction Agreement”) and the Governance Agreement, dated as of the date hereof (the “Governance Agreement”). If anything contained in this letter is found to conflict with or otherwise be inconsistent with any provision of the Governance Agreement, the provisions of the Governance Agreement shall control any such conflict or inconsistency.
We are providing this letter to briefly describe the compensation and benefits that you will receive or will be eligible for, as applicable, following the close of the transaction contemplated by the Transaction Agreement (the “Closing”, with the date of such Closing, the “Closing Date”), and to provide other important information relative to your employment with BlackRock. Please note that your employment with BlackRock is subject to and contingent upon the Closing occurring and this letter will be void if the Closing fails to occur for any reason.
This confirms that upon the Closing, (a) your title will be “Senior Managing Director, Chairman and Chief Executive Officer” of Global Infrastructure Partners, a part of BlackRock, reporting to Laurence D. Fink, BlackRock’s Chairman and Chief Executive Officer, and (b) you will become a member of BlackRock’s Global Executive Committee. Following the Closing, you will continue to be employed on a full-time basis by your current employing entity, which will become part of the BlackRock group of companies. You will also become a member of the GIP Office of the Chairman (as defined in the Governance Agreement) and your day-to-day executive duties, responsibilities and authorities will be determined in accordance with the governance and operating principles set forth in the Governance Agreement. You will continue to be based in New York.
Section 1. Compensation and Benefits.
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Notwithstanding any provision to the contrary above, starting on January 1, 2026 (or such earlier date as may be mutually agreed upon by the GIP Office of the Chairman and BlackRock), the form of delivery of your total compensation (inclusive of base salary, annual bonus and other incentive compensation but excluding any distributions in respect of (A) carried interest, performance fees, or similar entitlements and (B) any commitments made to investment vehicles or accounts sponsored or managed by the Company Business (as defined in the Governance Agreement) (such amounts under the foregoing clauses (A) and (B), together, the “PRE”)) in respect of 2026 and subsequent calendar years may be changed to harmonize with BlackRock’s total compensation approach for similarly-situated individuals, which provides that compensation may be delivered in a mix of cash and deferred equity under the terms of BlackRock’s standard guidelines applicable to similarly-situated BlackRock employees (consistent with the terms of the Governance Agreement).
BlackRock has a strong pay for performance culture. The firm maintains a “total compensation” philosophy and strives to create a competitive total package consisting of base salary, annual bonus, and long-term awards that is intended to align individual performance with the financial success of the firm.
To be eligible to receive any bonus award discussed above, you must be employed with BlackRock, not have given notice of resignation or been informed that your employment has been terminated, in each case, through the date of payment, which is generally no later than February 1st of the year following the performance year.
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Effective as of January 1, 2026 (or such earlier date as may be mutually agreed upon by the GIP Office of the Chairman and BlackRock) and subsequent calendar years, you will be eligible to participate in BlackRock’s employee benefit plans and programs, as in effect from time to time. You will be given full credit for all periods of service you had with the Company Group on or before the Closing Date to the extent it was recognized as service by the applicable member of the Company Group for purposes of vesting, eligibility to participate and level of benefits under BlackRock’s employee benefits plans and programs in which you are eligible to participate following the Closing Date for service accrued or deemed accrued on or prior to the Closing Date with the Company Group (or any predecessor thereto) to the same extent that such credit was recognized by the Company Group under an analogous employee benefit plan or program of the Company Group immediately prior to the Closing, except to the extent that such credit would result in any duplication of benefits for the same period of service.
In addition, and notwithstanding anything to the contrary in this letter, for so long as you remain an employee of BlackRock (even after the GIP Benefit Period), you shall retain your benefits with respect to (i) the use of private and first-class air travel for business purposes (including personally owned private aircraft); (ii) your participation in the enhanced medical benefits under ArmadaCare at your level of participation as of the Closing Date throughout your BlackRock employment; and (iii) lifetime retiree medical benefits provided by GIP to retired founders, subject to the continuity of your coverage under GIP’s and BlackRock’s medical benefits plans, and your not being eligible for medical coverage with another employer; in each case of the foregoing clauses (i)-(iii) (collectively, the “Protected Benefits”), in a manner consistent with GIP’s past practice prior to the Closing Date.
For the avoidance of doubt, you will not be eligible to receive any awards pursuant to the Retention Plan (as defined in the Transaction Agreement).
Except as expressly provided above with respect to the Protected Benefits, nothing in this letter should be construed as a guarantee of any particular level of benefits or of your participation in any benefit plan. Subject to the specific terms of this letter, the Transaction Agreement, and the Governance Agreement, BlackRock and GIP reserve the right to amend, modify or terminate any or all benefits and compensation plans and programs at any time.
Section 2. Pre-Employment Requirements; Conditions of Employment Continuation.
Your employment and continuation of employment with BlackRock upon the Closing is contingent upon your (i) signing and returning of this letter, (ii) successful completion of BlackRock’s standard background checks, (iii) your provision to BlackRock of appropriate documentation authorizing you to work in the United States, and (iv) your completion of BlackRock’s Initial Political Contributions Disclosure form, if applicable, and the absence of restrictions on your
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employment due to prior political contributions.
Section 3. Acknowledgments and Representations.
employed by BlackRock or performing your duties and responsibilities with BlackRock.
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Notwithstanding the foregoing, this clause shall not be construed to restrict you from retaining and using in connection with your BlackRock employment information pertaining to the business being acquired pursuant to the terms of the Transaction Agreement.
Please signify your acceptance of the terms and conditions of this letter by signing and dating where indicated below and returning the executed letter.
If you have any questions, please contact a member of the GIP HR team at ***@***, who will refer matters to BlackRock HR as appropriate.
We are excited about the future and look forward to the Closing and welcoming you to the team. Together, we will build on the work you have already accomplished to create a world leading infrastructure private markets investment platform. We look forward to all that we will achieve together.
Sincerely,
/s/ Martin Small
Martin Small
Senior Managing Director
Agreed and Accepted this 30th day of September, 2024
Adebayo O. Ogunlesi
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