Catherine A. Lynch
About Catherine A. Lynch
Independent Board Member of BlackRock Long-Term Municipal Advantage Trust (BTA), born 1961, serving since 2016. Prior roles include CEO/CIO of the National Railroad Retirement Investment Trust (NRRIT) and treasury/finance leadership at The George Washington University and the Episcopal Church of America, evidencing deep institutional asset management and fiduciary experience. She oversees 68 BlackRock-advised registered investment companies (RICs) consisting of 103 portfolios and has served as a trustee for BlackRock Credit Strategies Fund and BlackRock Private Investments Fund; education not disclosed in the proxy materials. Other public company directorships in the past five years include PennyMac Mortgage Investment Trust (PMT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Railroad Retirement Investment Trust | Chief Executive Officer; Chief Investment Officer; various roles | 2003–2016 | Led institutional asset allocation and governance for a U.S. pension asset owner . |
| The George Washington University | Associate Vice President for Treasury Management | 1999–2003 | Treasury operations and liquidity/finance oversight . |
| Episcopal Church of America | Assistant Treasurer | 1995–1999 | Financial stewardship and controls . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| PennyMac Mortgage Investment Trust (PMT) | Director | Held during past five years | Mortgage REIT directorship; public company . |
| BlackRock Credit Strategies Fund | Trustee | Current | BlackRock-advised investment fund trusteeship . |
| BlackRock Private Investments Fund | Trustee | Current | BlackRock-advised investment fund trusteeship . |
Board Governance
- Independence and tenure: Lynch is listed among “Independent Board Members” and has served since 2016, aligning with the board’s majority-independent structure (10 members; eight independent) .
- Board structure and committees: The Boards maintain seven standing committees—Audit, Governance, Compliance, Performance Oversight, Securities Lending, Discount, and Executive—with independent chairs; the Boards meet regularly five times per year and also hold special/ad hoc meetings as needed .
- Compensation committee: Not applicable; closed-end funds’ executive officers do not receive direct compensation and the CCO’s pay is overseen by the Boards .
- Committee assignments for Lynch: Not disclosed in the available proxy materials; her specific committee memberships or chair roles are not enumerated in the cited sections .
- Activism context: The Funds entered standstill agreements with Karpus (effective until 2027 or earlier based on record date) and Saba (effective until the 2027 annual meeting or August 31, 2027), requiring voting in line with Board recommendations—relevant to board effectiveness and shareholder engagement dynamics .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (Independent Board Member) | $370,000 | Paid by BlackRock-advised funds, including BTA; pro rata to each fund quarterly by net assets . |
| Chair of the Boards retainer | $140,000 | Increased from $100,000 prior to Jan 1, 2024 . |
| Vice Chair of the Boards retainer | $84,000 | Increased from $60,000 prior to Jan 1, 2024 . |
| Audit Committee Chair | $55,000 | Prior: $45,000 . |
| Audit Committee Member | $30,000 | No prior change disclosed . |
| Performance Oversight Committee Chair | $42,500 | Prior: $37,500 . |
| Compliance Committee Chair | $50,000 | Prior: $45,000 . |
| Governance Committee Chair | $42,500 | Prior: $37,500 . |
| Discount Committee Chair | $25,000 | — . |
| Securities Lending Committee Chair | $20,000 | — . |
| Governance/Compliance/Discount/Securities Lending Member | $25,000/$25,000/$20,000/$15,000 | Per committee, for members . |
| Ad hoc committees | Additional compensation | As applicable . |
| Expenses | Reimbursed | Travel/business expenses per Board policy . |
Performance Compensation
- Equity awards: None disclosed for Independent Board Members; compensation is largely cash-based retainers and committee fees .
- Deferred compensation: Up to 50% of total compensation may be deferred into notional investments tracking selected BlackRock Fixed-Income Complex funds; plan is unfunded and recorded as a fund liability .
- Performance metrics: No fund- or TSR-tied metrics disclosed for director pay; no options/RSUs for directors in the cited materials .
Other Directorships & Interlocks
| Entity | Relationship to BTA | Interlock/Conflict Notes |
|---|---|---|
| PennyMac Mortgage Investment Trust | External public company | No shared directorships with BTA service providers or known counterparties disclosed; no related-party transactions involving Lynch disclosed in the cited proxy sections . |
| BlackRock advised funds (Credit Strategies Fund; Private Investments Fund) | Internal fund trusteeships | Common governance across BlackRock Fund Complex; not a related-party transaction in the proxy sections, but denotes platform-wide fiduciary roles . |
Expertise & Qualifications
- Institutional asset management and fiduciary oversight from NRRIT CEO/CIO role; strong treasury and finance background (GWU and Episcopal Church) .
- Oversight scale: 68 RICs/103 portfolios within BlackRock Fund Complex, indicating broad governance breadth .
- Public company board experience through PMT, bringing mortgage and real-estate finance perspective relevant to income-oriented fund governance .
Equity Ownership
| Metric | BTA | MUA | Supervised Funds (aggregate) |
|---|---|---|---|
| Aggregate dollar range of common shares (as of Dec 31, 2024) | None | $10,001–$50,000 | Over $100,000 |
| Group beneficial ownership (officers and Board Members, as of Aug 1/Jul 31, 2025) | <1% of outstanding common shares; none of outstanding VRDP shares owned (group) | <1% of outstanding common shares; none of outstanding VRDP shares owned (group) | N/A |
Note: No pledging/hedging disclosures for Lynch were found in the cited sections; no >5% holders as of August 18, 2025 per Schedule 13D/13G filings, which informs broader governance context .
Governance Assessment
- Independence and experience: Lynch’s independent status, long tenure since 2016, and leadership at NRRIT support board effectiveness on risk, asset allocation, and compliance for a closed-end fund structure .
- Ownership alignment: Lynch reports “None” for BTA share ownership while holding $10,001–$50,000 in MUA and “Over $100,000” across supervised funds; for BTA specifically, this is a potential alignment gap at the fund level even as complex-level exposure is meaningful .
- Compensation structure: Cash-heavy retainers and committee fees with optional deferral (unfunded, liability of the funds) mitigate direct equity dilution but lack explicit performance linkage; chair/member fee increases effective 2024 may reflect expanded workload, though absent disclosed KPIs .
- Shareholder engagement environment: Standstill agreements with Karpus and Saba through 2027 centralize voting with Board recommendations, reducing proxy contest risk but potentially constraining activist accountability mechanisms—an important context for governance risk assessment (not Lynch-specific) .
- Data gaps: Committee assignments, attendance rates, and any related-party transactions tied to Lynch were not disclosed in the cited sections, limiting evaluation of engagement intensity and conflict screening .
Red Flags to Monitor
- Fund-level ownership alignment: “None” in BTA may be perceived as lower direct alignment; continued monitoring of director holdings and any ownership policy/guidelines is warranted .
- Absence of disclosed committee assignments and attendance metrics: Lack of visibility constrains investors’ ability to assess engagement and workload distribution; request future proxies for committee rosters and attendance .
- Activism constraints: Standstill covenants through 2027 could dampen external accountability pressures; assess Board responsiveness and effectiveness through other channels (e.g., performance oversight disclosures) .