W. Carl Kester
About W. Carl Kester
W. Carl Kester (year of birth: 1951) serves as Vice Chair of the Boards and Director/Trustee of BlackRock Enhanced Equity Dividend Trust (BDJ) and other BlackRock closed‑end funds, with Board service dating from 2007 to present . He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, at Harvard Business School; prior roles include Deputy Dean for Academic Affairs (2006–2010), Chair of the Finance Unit (2005–2006), and Senior Associate Dean/Chair of the MBA Program (1999–2005); he has been on HBS faculty since 1981 . The proxy emphasizes his expertise in corporate finance and governance and his long-standing closed‑end fund board experience, noting his independence from the Funds and the Advisor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Baker Foundation Professor; George Fisher Baker Jr. Professor of Business Administration, Emeritus | 2022–present | Academic leadership and governance expertise |
| Harvard Business School | George Fisher Baker Jr. Professor of Business Administration | 2008–2022 | Corporate finance authority |
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Academic oversight; governance |
| Harvard Business School | Chair, Finance Unit | 2005–2006 | Finance leadership |
| Harvard Business School | Senior Associate Dean & Chair, MBA Program | 1999–2005 | Program governance |
| Harvard Business School | Faculty member | 1981–present | Author/editor of numerous finance and governance works |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | Public company directorships | — | None in past five years |
Board Governance
- Vice Chair of the Boards; Chair, Governance Committee; member of Executive Committee, Discount Committee, Compliance Committee, Performance Oversight Committee, and Securities Lending Committee .
- BDJ Board met 7 times in its most recent fiscal year (FY end 12/31) .
- Attendance: No incumbent Board Member attended less than 75% of Board and Committee meetings during each Fund’s most recent completed fiscal year; policy encourages annual meeting attendance (joint annual meeting July 11, 2025) .
Fixed Compensation
| Component | Amount (USD) | Fund-wide policy details |
|---|---|---|
| Annual Independent Board Member retainer | $370,000 | Paid across BlackRock-advised funds; plus out-of-pocket expenses |
| Vice Chair retainer | $84,000 | Increased from $60,000 prior to Jan 1, 2024 |
| Committee Chair – Governance | $42,500 | Increased from $37,500 prior to Jan 1, 2024 |
| Committee Member – Compliance | $25,000 | Member retainer |
| Committee Member – Discount | $20,000 | Member retainer |
| Committee Member – Performance Oversight | $25,000 | Member retainer |
| Committee Member – Securities Lending | $15,000 | Member retainer |
| Aggregate compensation from all BlackRock-advised funds (CY2024) | $746,500 | Aggregate earned across the Fixed-Income Complex in 2024 |
| Amount deferred (CY2024) | $58,641 | Deferred under the deferred compensation plan |
| Total deferred compensation payable (as of 12/31/2024) | $2,155,608 | Liability under the deferred compensation plan |
Note: Executive Committee compensation is not specified; ad hoc committees may carry additional compensation if applicable .
Performance Compensation
- Directors are not paid performance-based bonuses or equity awards; compensation consists of fixed retainers and committee fees .
- Deferred Compensation Plan: Independent Board Members may defer up to 50% of compensation; deferred amounts earn returns as though invested in share equivalents of eligible funds (including BDJ), recorded as unfunded liabilities of the relevant fund .
| Metric/Plan Feature | Disclosure |
|---|---|
| Target bonus % / actual bonus | Not applicable for directors |
| Stock awards (RSUs/PSUs), options | Not applicable for directors; none disclosed |
| Performance metrics (revenue, EBITDA, TSR, ESG) | None; director pay not tied to performance metrics |
| Deferred compensation mechanics | Up to 50% deferral; returns track selected fund share equivalents; unfunded obligations |
| Clawbacks / gross-ups | Not disclosed for directors in proxy |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None in past five years (reduces interlock/conflict risk) |
| Other investment company boards overseen | 68 RICs consisting of 102 portfolios in the BlackRock Fixed-Income Complex |
| Shared directorships with competitors/suppliers/customers | Not disclosed; none indicated for Kester |
Expertise & Qualifications
- Recognized academic in finance and corporate governance; author/editor of numerous books and research papers; co-edited a leading volume of finance case studies used globally .
- Senior leadership roles at HBS (Deputy Dean, Finance Unit Chair, MBA Program Chair) provide strong governance and oversight credentials .
- Independence from the Funds and Advisor highlighted by the Boards; vice-chair leadership and committee chair role in Governance Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Direct BDJ share ownership | Individual holdings not itemized; as of April 30, 2025, Board Members/Nominees and executive officers as a group owned <1% of outstanding shares of each Fund |
| Deferred “share equivalents” | Plan permits investing deferred amounts into share equivalents of eligible funds including BDJ; specific Kester fund-level equivalents not itemized in proxy excerpt |
| Interests in BlackRock/advisor/affiliates | None for Independent Board Members or immediate family members as of April 30, 2025 |
| Pledging/hedging | Not disclosed in proxy; no pledging noted |
Governance Assessment
- Strengths: Deep governance and finance expertise; independent Vice Chair; chair of Governance Committee and service across key oversight committees (Compliance, Performance Oversight, Discount, Securities Lending) support board effectiveness . Attendance thresholds met across funds; BDJ Board frequency aligned with peers (7 meetings) .
- Alignment: No financial interest in BlackRock or affiliates; compensation can be deferred into fund share equivalents, which modestly aligns incentives without granting equity or options in the advisor .
- Pay structure signals: In 2024, increases to Chair/Vice Chair and certain committee chair retainers reflect expanded responsibilities and market benchmarking; director pay remains fixed, not performance-linked, limiting pay-for-performance alignment but appropriate for independent fund trustees .
- RED FLAGS: None disclosed regarding related-party transactions, option repricing, tax gross-ups, hedging/pledging, or low attendance; no incumbent Board Member below 75% meeting attendance . No 8‑K filings found for director departures/elections since the proxy date, indicating stability [ListDocuments result: 0 for items 5.02/5.03/5.07].