J. Phillip Holloman
About J. Phillip Holloman
Independent Director/Trustee of BlackRock Enhanced Equity Dividend Trust (BDJ) since 2021, born in 1955, with a background leading large-scale operations and public companies. He currently serves as Interim Executive Chairman, President and CEO of Vestis Corporation (2025–present), and was President and Chief Operating Officer of Cintas Corporation (2008–2018). He oversees 66 registered investment companies (100 portfolios) across the BlackRock closed-end complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cintas Corporation | President & Chief Operating Officer | 2008–2018 | Led operations of a Fortune 500 services firm (operational discipline relevant to fund oversight) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestis Corporation | Interim Executive Chairman, President & CEO | 2025–present | Public company leadership; directorship listed in proxy |
Board Governance
- Independence: Classified as an Independent Board Member (not an “interested person” under the 1940 Act) .
- Committee memberships: Audit Committee member (Chair: Catherine A. Lynch; Holloman is not designated a financial expert), and Governance Committee member (Chair: W. Carl Kester) .
- Term structure and election: BDJ operates a classified board with three-year terms; Holloman stands as a Class III nominee in the 2025 joint meeting cycle for BDJ and peer funds .
- Attendance and engagement: In 2024, BDJ’s Board met seven times (funds other than BCAT, BFZ, BNY, BMEZ, BSTZ, MHN, BTX and MYN), and no incumbent Board Member attended fewer than 75% of combined Board and committee meetings; policy encourages attendance at annual shareholder meetings, and for funds in BDJ’s group all but one Board Member attended last year’s meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Independent Director Retainer | $370,000 | Paid across BlackRock-advised funds, pro rata by fund net assets |
| Audit Committee Member Retainer | $30,000 | Additional annual retainer for committee membership |
| Governance Committee Member Retainer | $25,000 | Additional annual retainer for committee membership |
| Total Cash Compensation (2024) | $425,000 | Matches proxy “Total Compensation from All BlackRock-advised Funds” for Holloman |
| Deferred Compensation Elected (2024) | $212,500 | Holloman deferred $212,500 pursuant to the plan (up to 50%) |
| Deferred Compensation Liability (as of 12/31/2024) | $773,663 | Total amount payable by the Fixed-Income Complex to Holloman |
- Retainer changes: Effective Jan 1, 2024, Chair and Vice Chair retainers increased to $140,000 and $84,000 respectively; committee chair/member retainers increased (Audit chair $55,000; Audit members $30,000; Governance chair $42,500; Governance members $25,000, etc.) .
Performance Compensation
Directors do not receive performance-based incentives; alignment comes via a deferred compensation plan:
| Plan Feature | Detail |
|---|---|
| Max Deferral | Up to 50% of total compensation may be deferred |
| Investment Tracking | Deferred amounts earn returns as if invested in selected BlackRock closed-end funds; plan is unfunded and represents a general unsecured obligation of each fund |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Vestis Corporation | Uniforms & Facilities Services | Director/Executive (Interim Executive Chairman, President & CEO) | No related-party transactions disclosed in the BDJ proxy; oversight remains under 1940 Act independence standards . |
Expertise & Qualifications
- Operational leadership across complex, multi-site service businesses (Cintas) and public-company executive experience (Vestis), supporting effective oversight of service providers and fund operations .
- Governance experience within investment company context; member of Audit and Governance Committees; not designated an Audit Committee financial expert (experts named are Lynch, Steinmetz, and Flores) .
Equity Ownership
| Fund | Common Shares | Share Equivalents (Deferred Units) | Aggregate Dollar Range (Fund) | Aggregate Dollar Range (Family) |
|---|---|---|---|---|
| BDJ | N/A | 9,807.68 | $50,001–$100,000 | Over $100,000 |
- The share equivalents indicate Holloman’s deferred compensation tracking BDJ’s performance, evidencing alignment without common-share ownership or pledging; no preferred shares owned by any Board Member/nominee .
Governance Assessment
- Strengths: Clear independence; active committee roles; strong attendance standards; transparent, pro rata fee structure; meaningful alignment via deferred share equivalents in BDJ and across the complex .
- Considerations: Executive role at Vestis warrants ongoing monitoring for any potential related-party exposure in BDJ’s portfolio or service relationships (none disclosed); Holloman is not an Audit Committee financial expert, though the committee includes designated experts and retains Deloitte & Touche LLP with independence procedures overseen by the Audit Committee .
- Overall signal: Compensation mix is predominantly fixed cash with optional deferral into fund-linked units; no options or RSUs; structured committee fees reflect workload; attendance and independence support investor confidence in board effectiveness .