Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (born 1965) serves as a Director/Trustee of BlackRock Enhanced Equity Dividend Trust (BDJ); he has served on the Funds’ Boards since 2018 and is currently Vice Chairman of BlackRock, Inc., a member of BlackRock’s Global Executive and Global Operating Committees, and Co‑Chair of BlackRock’s Human Capital Committee . He is classified as an “interested person” of the Funds under the Investment Company Act of 1940 due to his positions at BlackRock and affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman | Since 2019 | Executive leadership; Global Executive and Operating Committees; Co‑Chair Human Capital Committee |
| BlackRock, Inc. | Senior Managing Director | 2010–2019 | Oversight of Strategic Partner Program and Strategic Product Management Group |
| BlackRock, Inc. | Global Head, Retail and iShares | 2012–2016 | Global distribution and ETF leadership |
| BlackRock Investments, LLC | Member, Board of Managers | 2011–2018 | Governance of distribution entity |
| BlackRock, Inc. | Head, Global Client Group; Chairman, International Businesses | Not disclosed | Global client coverage and international governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Multi‑Asset Complex (Funds) | Board member | Ongoing | Cross‑complex board experience; information flow across funds |
| Public company boards | None | N/A | No public company directorships in past five years |
Board Governance
- Independence status: Interested Board Member (not independent) under 1940 Act due to BlackRock affiliations .
- Committee memberships: Not listed as a member of the Audit, Governance, Compliance, Performance Oversight, Discount, Securities Lending, or Executive Committees; these committees are composed exclusively of Independent Board Members (with the Executive Committee including one interested member, John M. Perlowski) .
- Attendance: Policy encourages annual meeting attendance; in 2024 no incumbent Board Member attended fewer than 75% of aggregate Board and applicable Committee meetings for each Fund .
BDJ committee meeting cadence (most recent fiscal year):
| Committee | Meetings (FY, BDJ) |
|---|---|
| Audit | 8 |
| Governance | 5 |
| Compliance | 4 |
| Performance Oversight | 4 |
| Discount | 3 |
| Securities Lending | 2 |
| Executive | 1 |
Fixed Compensation
- Fairbairn receives no compensation from the Funds for his Board service because of his affiliation with BlackRock, Inc. and the Advisor .
| Component | Amount |
|---|---|
| Annual Board Retainer (cash) | $0 |
| Committee Membership Fees | $0 |
| Committee Chair Fees | $0 |
| Meeting Fees | $0 |
| Equity/Deferred Units (Fund-level) | $0 |
Context (independent directors): Independent Board Members receive an annual retainer and committee fees; Chairs receive higher retainers. These do not apply to Fairbairn given his “interested” status .
Performance Compensation
- Not applicable; BDJ’s directors do not receive performance‑linked awards (RSUs/PSUs/options) from the Fund, and Fairbairn receives no Fund compensation .
| Metric/Instrument | Terms | Notes |
|---|---|---|
| RSUs/PSUs/Options | N/A | No Fund equity awards to Fairbairn |
| Bonus/COC/Severance | N/A | Not disclosed at Fund level for directors; not applicable to Fairbairn |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Vector |
|---|---|---|---|
| BlackRock, Inc. | Advisor to BDJ | Vice Chairman; Executive roles | Affiliation with BDJ’s Advisor; “interested person” classification |
| BlackRock Multi‑Asset Complex | Investment companies | Board member | Shared governance across BlackRock funds |
| Public companies | — | None | No external public board directorships |
Expertise & Qualifications
- 30+ years in finance and asset management; extensive leadership at BlackRock (Vice Chairman; global committees; human capital oversight) .
- Prior global distribution and ETF leadership (Retail and iShares), client coverage (Global Client Group), and international businesses oversight; strategic product management and partner programs .
- Broad multi‑fund board experience across BlackRock complexes .
Equity Ownership
Fund shareholdings disclosed for Fairbairn (as of February 28, 2025):
| Fund | Common Shares | Dollar Range |
|---|---|---|
| BlackRock Health Sciences Term Trust (BMEZ) | 18,507.4102 | Over $100,000 |
| BlackRock Science and Technology Term Trust (BSTZ) | 8,399.6923 | Over $100,000 |
| BlackRock Capital Allocation Term Trust (BCAT) | 7,659.2021 | Over $100,000 |
| BlackRock Technology and Private Equity Term Trust (BTX) | 19,654.6732 | Over $100,000 |
- BDJ holdings: Fairbairn is not listed with BDJ share ownership in Appendix C; BDJ holdings in Appendix C are shown for Independent Board Members (e.g., Cynthia L. Egan), not for Fairbairn .
Governance Assessment
- Independence and conflicts: As an “interested person” tied to BDJ’s Advisor (BlackRock), Fairbairn is not independent; this structurally elevates potential conflicts of interest, though the Board’s committee structure isolates key oversight to Independent Board Members (Audit, Governance, Compliance, Performance, Discount, Securities Lending) .
- Engagement and workload: BDJ’s committees met regularly in the most recent fiscal year, and no incumbent Board Member fell below the 75% attendance threshold, indicating satisfactory engagement; Fairbairn is not on these independent committees, which mitigates direct influence on sensitive oversight areas .
- Compensation alignment: He receives no Fund compensation, removing pay‑for‑performance or pay inflation concerns at the Fund level for his role; independent director pay practices (retainers/fees) do not apply to him .
- Ownership alignment: Appendix C does not show BDJ share ownership for Fairbairn; while he holds material stakes in other BlackRock funds, lack of disclosed BDJ ownership may limit direct “skin‑in‑the‑game” alignment for BDJ specifically .
Red flags
- Interested status (not independent) due to executive role at BDJ’s Advisor .
- No disclosed BDJ share ownership, limiting BDJ‑specific alignment .
Offsetting factors
- Independent committees handle core oversight functions; Fairbairn is not listed as a member of those committees .
- Board‑level attendance thresholds were met in 2024, supporting governance engagement .