16. Stock-Based Compensation

Prior to May 15, 2024, the Company maintained the BlackRock, Inc. Second Amended and Restated 1999 Stock Award and Incentive Plan. On May 15, 2024, the Company adopted, pursuant to shareholder approval, the BlackRock, Inc. Third Amended and Restated 1999 Stock Award and Incentive Plan. Any awards granted on or after May 15, 2024 are granted pursuant to such plan.

Restricted Stock Units ("RSUs")

In January 2024, the Company granted as part of the 2023 annual incentive compensation approximately 347,000 RSUs to employees that vest ratably over three years from the grant date and approximately 344,000 RSUs to employees that cliff vest 100% on January 31, 2027. In addition, during the first quarter of 2024, in connection with the GIP Transaction, the Company granted incentive retention awards of approximately 106,000 RSUs to certain employees that vest between two to five years from the grant date. The Company values RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The grant-date fair market value of RSUs granted to employees during the six months ended June 30, 2024 was $680 million.

At June 30, 2024, the intrinsic value of outstanding RSUs was $1.5 billion, reflecting a closing stock price of $787.32.

At June 30, 2024, total unrecognized stock-based compensation expense related to unvested RSUs was $766 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.7 years.

Performance-Based RSUs.

In January 2024, the Company granted 165,631 performance-based RSUs to certain employees that cliff vest 100% on January 31, 2027. These awards are amortized over a service period of three years. The number of shares distributed at vesting could be higher or lower than the original grant based on the level of attainment of predetermined Company performance measures. In January 2024, the Company reduced the number of original shares granted in 2021 by 42,341 RSUs based on the level of attainment of Company performance measures during the performance period.

The Company values performance-based RSUs at their grant-date fair value as measured by BlackRock’s common stock price. The total grant-date fair market value of performance-based RSUs granted (including impact due to performance measures) to employees during the six months ended June 30, 2024 was $101 million.

At June 30, 2024, the intrinsic value of outstanding performance-based RSUs was $365 million, reflecting a closing stock price of $787.32.

At June 30, 2024, total unrecognized stock-based compensation expense related to unvested performance-based awards was $168 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 1.7 years.

Stock Options

At June 30, 2024, total unrecognized stock-based compensation expense related to unvested performance-based stock options was $131 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted-average period of 2.9 years.

Performance-Based Stock Options

In 2017, the Company awarded performance-based stock option grants to certain employees ("2017 Performance-based Options"). Vesting of 2017 Performance-based Options was contingent upon the achievement of obtaining 125% of BlackRock's grant-date stock price within five years from the grant date and the attainment of Company performance measures during the four-year performance period. Both hurdles have been achieved, and the first two tranches of the awards vested at the end of 2022 and 2023, respectively, with the final equal installment vesting at the end of 2024. Vested 2017 Performance-based Options are exercisable for up to nine years following the grant date. The awards are generally forfeited if the employee leaves the Company before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period. The aggregate intrinsic value of 2017 Performance-based Options exercised during the six months ended June 30, 2024 was $92 million.

On May 30, 2023, the Company awarded performance-based options to purchase 814,482 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Performance-based Options"). Vesting of 2023 Performance-based Options is contingent upon the achievement of obtaining 130% of grant-date stock price over 60 calendar days within four years from the grant date and attainment of Company performance measures during the three-year performance period. If both hurdles are achieved, the award will vest in three tranches of 25%, 25% and 50% in May of 2027, 2028 and 2029, respectively. Vested 2023 Performance-based Options are exercisable for up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date. The expense for each tranche is amortized over the respective requisite service period.

Time-Based Stock Options

On May 30, 2023, the Company awarded time-based stock options to purchase 326,391 shares of BlackRock common stock to certain employees as long-term incentive compensation ("2023 Time-based Options"). These awards will vest in three tranches of 25%, 25% and 50% in May 2027, 2028 and 2029, respectively. Vested 2023 Time-based Options can be exercised up to nine years following the grant date, and the awards are forfeited if the employee resigns before the respective vesting date.

See Note 17, Stock-Based Compensation, in the 2023 Form 10-K for more information on RSUs, performance-based RSUs and stock options.