Catherine Lynch
About Catherine A. Lynch
Independent Board Member of BlackRock Enhanced Equity Dividend Trust (BDJ); Chair of the Audit Committee and designated an Audit Committee Financial Expert, highlighting deep financial oversight credentials . Former Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, and a Chartered Financial Analyst (CFA), providing pension/endowment investment expertise to the Board . Also serves as Chair of the Boards’ Discount Committee and Securities Lending Committee, and as a member of the Governance Committee and Performance Oversight Committee, underscoring broad governance engagement across key risk and alignment levers . BDJ’s Board classifies her as an Independent Board Member .
Past Roles
| Organization | Role | Impact/Notes |
|---|---|---|
| National Railroad Retirement Investment Trust | Chief Executive Officer and Chief Investment Officer | Brings business leadership and diverse knowledge of pensions and endowments to the Boards . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| PennyMac Mortgage Investment Trust | Trustee | External public company board role noted in BDJ’s proxy biography . |
| Rocade Capital Fund V (managed by Rocade Capital LLC) | Advisory Committee Member | Advisory experience complements fund oversight perspective . |
Board Governance
- Committees (BDJ): Audit Committee (Chair; Independent; designated Audit Committee Financial Expert), with responsibilities covering auditor selection, audit engagement terms/fees, financial reporting, internal controls, and resolution of management–auditor disagreements .
- Additional roles: Chair, Discount Committee; Chair, Securities Lending Committee; Member, Governance Committee and Performance Oversight Committee (responsibility areas include Board composition/compensation oversight and periodic self-assessments) .
- Independence: Identified as an Independent Board Member by the BDJ Board .
- Attendance: No incumbent Board Member (across the funds covered by the joint proxy) attended less than 75% of Board and applicable committee meetings in the most recent full fiscal year, indicating at least satisfactory attendance by all incumbents .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (Independent Board Member) | $370,000 | Paid across BlackRock-advised funds (pro rata by fund assets); reimbursed for travel/business expenses per policy . |
| Boards Chair Retainer | $140,000 | If serving as Chair of the Boards (not applicable to Ms. Lynch per biography) . |
| Boards Vice Chair Retainer | $84,000 | If serving as Vice Chair (not applicable to Ms. Lynch per biography) . |
| Audit Committee Chair Retainer | $55,000 | Ms. Lynch serves as Audit Chair . |
| Discount Committee Chair Retainer | $25,000 | Ms. Lynch serves as Discount Committee Chair . |
| Securities Lending Committee Chair Retainer | $20,000 | Ms. Lynch serves as Securities Lending Committee Chair . |
| Governance Committee Member Retainer | $25,000 | Ms. Lynch serves as a member of Governance Committee . |
| Audit Committee Member Retainer | $30,000 | For members (Ms. Lynch is Chair; chair fee applies) . |
| Compliance, Discount, Securities Lending Member Retainers | $25,000; $20,000; $15,000 | Member retainers (Ms. Lynch holds chair roles for Discount and Securities Lending) . |
| Meeting Fees | Not disclosed | No separate per-meeting fees disclosed in Appendix B . |
| Deferred Compensation | Up to 50% of total compensation may be deferred | Deferred balances earn returns as if invested in designated funds; plan is unfunded and obligations are general unsecured claims of the fund . |
| Recent Changes | Increases effective Jan 1, 2024: Boards Chair to $140,000 (from $100,000); Vice Chair to $84,000 (from $60,000); certain committee chair retainers increased | Indicates year-over-year adjustments to leadership/committee chair retainers . |
Performance Compensation
| Element | Details |
|---|---|
| Performance-based metrics | The proxy discloses fixed retainers and committee fees for Independent Board Members; it does not list performance-based metrics for director compensation . |
| Equity/Option awards | No stock or option awards for Independent Board Members are disclosed; compensation is cash-based with optional deferred compensation . |
| Deferred Compensation Mechanics | Up to 50% of compensation may be deferred; return credited as though invested in selected funds; obligations are unsecured claims of the fund . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Note |
|---|---|---|
| PennyMac Mortgage Investment Trust | Trustee | External board seat; no related-party transactions are described in the retrieved proxy sections . |
Expertise & Qualifications
- Audit Committee Financial Expert designation; Chair of Audit Committee (financial reporting, auditor oversight, internal controls) .
- CFA charterholder; former CEO/CIO of a major pension trust, adding institutional investment, risk, and fiduciary oversight expertise .
- Broad governance remit as Chair of Discount and Securities Lending Committees and member of Governance and Performance Oversight Committees .
Equity Ownership
As of February 28, 2025, Appendix C reports the following for Ms. Lynch’s BDJ holdings and share equivalents, with “share equivalents” generally arising from the deferred compensation plan’s notional investments .
| Metric (BDJ) | Amount/Range |
|---|---|
| Common Shares | None/N.A. for BDJ common shares . |
| Share Equivalents (BDJ) | 8,656.34 . |
| Dollar Range of BDJ Share Equivalents | $50,001 – $100,000 . |
| Aggregate Dollar Range Across All Funds Overseen | Over $100,000 . |
Select additional fund positions (illustrative of alignment via common shares or share equivalents as reported):
- BlackRock Virginia Municipal Bond Trust: 3,631.3810 common shares; $10,001 – $50,000 range .
- BlackRock Investment Quality Municipal Trust, Inc.: 1,802.4984 common shares; $10,001 – $50,000 range .
- BlackRock Limited Duration Income Trust: 7,493.74 share equivalents; Over $100,000 range .
- BlackRock Enhanced International Dividend Trust: 4,412.51 share equivalents; $10,001 – $50,000 range .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and Financial Expert; multi-committee leadership (Discount, Securities Lending) and participation (Governance, Performance Oversight) support robust financial reporting, risk, and alignment oversight . Attendance met or exceeded the 75% threshold for incumbents, supporting engagement expectations . Compensation structure is transparent and scaled to leadership roles; deferral option increases alignment with fund outcomes while preserving independence (no equity awards) .
- Watch items: Concentration of multiple committee chair roles in a single director can centralize oversight; continued monitoring of workload and committee effectiveness is prudent . Director’s BDJ exposure is via share equivalents (deferred compensation) rather than direct BDJ common share ownership; some investors prefer direct open‑market purchases, though deferred equivalents still align economics with fund results .
- Conflicts/related party: The retrieved proxy sections do not describe related‑party transactions involving Ms. Lynch; Governance Committee oversight includes Board member compensation and fund share ownership policies for Independent Board Members .