Cynthia Egan

About Cynthia L. Egan

Independent Director/Trustee of BlackRock Enhanced Equity Dividend Trust (BDJ) since 2016; year of birth 1955. Former President, Retirement Plan Services at T. Rowe Price (2007–2012) and senior operating roles at Fidelity Investments (1989–2007); advisor to the U.S. Department of Treasury on domestic retirement security; early career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York . She is independent and serves across the BlackRock Fixed‑Income Complex boards .

Past Roles

External Roles

Board Governance

• Independence: Independent Board Member of BDJ .
• Committee leadership: Chair of the Compliance Committee; members are all Independent Board Members .
• Committee memberships: Compliance (Chair); Performance Oversight (member); Discount (member); Governance (member); Securities Lending (member) .
• Attendance: In 2024, BDJ’s Board met seven times; no incumbent Board Member attended fewer than 75% of Board and Committee meetings during the most recent full fiscal year .
• Annual meeting engagement: Funds encourage director attendance; most directors attended last year’s annual meetings (details by fund provided) .

Fixed Compensation

Policy-level director compensation (across BlackRock Fixed‑Income Complex; BDJ pays a pro‑rata share):

• Annual retainer (Independent Board Member): $370,000; Board Chair add’l $140,000; Vice Chair add’l $84,000 .
• Committee chair add’l retainers: Audit $55,000; Performance Oversight $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000 .
• Committee member add’l retainers: Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000 .
• Deferred compensation: up to 50% of compensation may be deferred into fund share equivalents; Ms. Egan did not participate in the deferred compensation plan as of Dec 31, 2024 .

Performance Compensation

No performance‑based director compensation is disclosed (no RSUs/PSUs, options, or metric‑tied awards for Independent Board Members).

Other Directorships & Interlocks

As of April 30, 2025, none of the Independent Board Members nor immediate family members had any interest in BlackRock or its affiliates; all directors/officers as a group owned <1% of shares of each Fund they oversee .

Expertise & Qualifications

• Deep retirement investment and defined contribution expertise (T. Rowe Price; Fidelity) .
• Governance/compliance leadership (Compliance Committee Chair; oversight of CCO compensation and compliance program) .
• Public company board leadership (Chair at Hanover; Lead Independent Director & Vice Chair at Huntsman; director at Unum) .
• Broad oversight across 68 BlackRock RICs/102 portfolios within complex, indicating high board workload familiarity .

Equity Ownership

No preferred shares owned; no pledging or hedging of BDJ shares disclosed in the proxy; group ownership <1% as of April 30, 2025 .

Governance Assessment

• Strengths:

  • Independent status with significant compliance oversight; chairs Compliance Committee and oversees CCO compensation/annual review, signaling strong regulatory focus .
  • High engagement across multiple committees (Compliance, Performance Oversight, Discount, Governance, Securities Lending), broadening oversight of investment performance, valuation, discount mitigation, and governance practices .
  • Attendance threshold met; BDJ Board met seven times in 2024, with no incumbent under 75% attendance, supporting baseline engagement .
  • No related‑party ties to BlackRock by Independent Board Members or immediate family; group ownership <1%, reducing conflicts of interest risk .

• Watch‑items/Red Flags:

  • Pay inflation risk: Board leadership and committee chair retainers increased effective Jan 1, 2024 (e.g., Board Chair from $100,000 to $140,000; Vice Chair from $60,000 to $84,000; several chairs increased), potentially signaling upward pressure on fixed fees without performance linkage .
  • Multiple external public company directorships (Unum, Hanover—Chair, Huntsman—Lead Independent Director & Vice Chair) can increase time demands; monitor for any BDJ holdings overlapping with these companies to assess interlocks, though no related‑party transactions are disclosed in the proxy .

• Discount/Performance oversight:

  • Egan’s membership on the Discount Committee (mandated to monitor and recommend actions when funds trade at a discount to NAV) is a positive for shareholder alignment in closed‑end fund market dynamics .
  • Performance Oversight Committee responsibilities include benchmark selection, performance review, and valuation controls; her role provides direct influence on investment performance monitoring .

Appendix: Committee Charters (Summary of Responsibilities)

• Compliance Committee (Chair: Cynthia L. Egan): Oversees fund and service provider compliance policies/procedures; reviews regulatory correspondence/actions; oversees and recommends CCO compensation and annual performance review .
• Performance Oversight Committee (member): Reviews objectives, policies, benchmark universes, performance vs. benchmarks, exceptional investment matters, compliance with investment restrictions, and valuation controls .
• Discount Committee (member): Monitors fund discounts; identifies drivers; engages Advisor on mitigation; recommends actions to Boards .