W. Carl Kester
About W. Carl Kester
W. Carl Kester (born 1951) is Vice Chair of the Boards for BlackRock’s closed‑end funds complex, including BlackRock Long‑Term Municipal Advantage Trust (BTA). He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus at Harvard Business School (HBS) (faculty since 1981), with prior senior leadership roles at HBS, and has served on BlackRock’s closed‑end fund Boards since 2007 (18 years of service as of 2025). He is an independent director; the Boards highlight his corporate finance and governance expertise, extensive authorship, and long board service across the BlackRock Fixed‑Income Complex as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus | 2022–present | Corporate finance and governance scholar; author and editor of leading finance case studies . |
| Harvard Business School | George Fisher Baker Jr. Professor of Business Administration | 2008–2022 | Senior faculty leadership in finance . |
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Oversight of academic programs . |
| Harvard Business School | Chairman, Finance Unit | 2005–2006 | Led finance faculty and curriculum . |
| Harvard Business School | Senior Associate Dean & Chairman, MBA Program | 1999–2005 | MBA program leadership . |
| Harvard Business School | Faculty Member | 1981–present | Corporate finance and governance research and teaching . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock Credit Strategies Fund | Trustee | Noted in proxy | Other investment company directorship (not a public operating company) . |
| BlackRock Private Investments Fund | Trustee | Noted in proxy | Other investment company directorship (not a public operating company) . |
| Public company boards (past 5 years) | — | — | None . |
Board Governance
- Board structure and independence: Kester is Vice Chair of the Boards for BlackRock’s closed‑end funds, including BTA, and is independent of the Funds and the Advisor . BTA and its proposed acquiring fund (MUA) have the same investment adviser, officers and directors .
- Committee assignments (current): Chair, Governance Committee; Member, Executive Committee, Discount Committee, Compliance Committee, Performance Oversight Committee, Securities Lending Committee .
- Preferred shareholder election (Preferred Funds): Kester is one of two directors elected solely by owners of Preferred Shares; his Class I term for Preferred Funds is scheduled to expire in 2026 (not up for election in 2024) .
- Meeting cadence and attendance:
- Board meetings held (most recent fiscal year): BTA (7); MUA (7) .
- Attendance: “No incumbent Board Member attended less than 75%” of aggregate Board and committee meetings in the most recent full fiscal year .
Committee Map
| Committee | Role | Independence |
|---|---|---|
| Governance | Chair | Independent . |
| Executive | Member | Independent . |
| Discount | Member | Independent . |
| Compliance | Member | Independent . |
| Performance Oversight | Member | Independent . |
| Securities Lending | Member | Independent . |
Fixed Compensation
Director compensation is set at the BlackRock Fixed‑Income Complex level (paid pro‑rata by funds). Elements relevant to Kester’s roles:
| Component | Amount (Annual) | Notes |
|---|---|---|
| Independent Board Member Retainer | $370,000 | Paid to each Independent Board Member . |
| Vice Chair Retainer | $84,000 | Additional to the retainer; increased from $60,000 prior to Jan 1, 2024 . |
| Governance Committee – Chair | $42,500 | Additional chair fee . |
| Discount Committee – Member | $20,000 | Additional member fee . |
| Compliance Committee – Member | $25,000 | Additional member fee . |
| Performance Oversight Committee – Chair/Member | $42,500 (Chair); member fee schedule lists other committees; chair fee shown here . | |
| Securities Lending Committee – Member | $15,000 | Additional member fee . |
| Audit Committee – Member (if applicable) | $30,000 | Not applicable to Kester per committee map . |
Additional features:
- Deferred compensation: Up to 50% of total compensation may be deferred; deferred amounts earn returns as if invested in selected BlackRock Fixed‑Income Complex funds (plan is unfunded; obligations are unsecured claims of the funds) .
YoY change signal:
- Vice Chair and committee chair retainers increased effective Jan 1, 2024 (e.g., Vice Chair from $60,000 to $84,000), indicating an upward reset in board leadership compensation .
Performance Compensation
Independent directors of BTA are not paid performance‑based compensation; no revenue/TSR/ESG metrics apply to director pay.
| Performance Metric | Weight | Target/Definition | Payout Treatment |
|---|---|---|---|
| None disclosed/used for directors | N/A | N/A | N/A . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Other investment company boards | BlackRock Credit Strategies Fund; BlackRock Private Investments Fund . |
| Interlocks or shared directorships with competitors/suppliers/customers | Not disclosed; no public operating company boards noted . |
Expertise & Qualifications
- Finance and governance expertise: Long‑standing HBS finance professor; extensive publications and editing of case study volumes used globally .
- Board leadership: Vice Chair of the Boards; Chair of Governance Committee; broad committee participation (Executive, Discount, Compliance, Performance Oversight, Securities Lending) .
- Tenure and complex knowledge: On BlackRock fixed‑income closed‑end fund boards since 2007; deep understanding of fund operations and regulatory issues .
Equity Ownership
| Item | Status |
|---|---|
| Preferred Shares (director ownership) | None of the Board Members/Nominees owns Preferred Shares . |
| Common Shares (Kester) | Not itemized in extracted table; equity holdings for directors are disclosed in Appendix C by fund (no Preferred Shares owned) . |
| Pledging/Hedging | Not disclosed. |
| Ownership guidelines | Not disclosed for directors. |
| Alignment mechanism | Deferred compensation plan tracks selected BlackRock fund returns on deferred fees . |
Governance Assessment
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Strengths: Deep, relevant expertise in corporate finance and governance; broad committee leadership (Chair of Governance) and participation support board effectiveness; independence is explicitly noted; attendance across the Boards met the 75% threshold; consistent board composition across BTA and MUA supports continuity through the pending reorganization .
-
Potential watch items:
- Constituency election: For Preferred Funds, Kester is one of the directors elected solely by Preferred shareholders (term to 2026). While standard for closed‑end funds, investors should monitor balance of interests across common and preferred holders .
- Pay inflation risk: 2024 increases to leadership/chair retainers raise fixed board costs; ensure fee growth remains aligned with complexity and workload .
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Reorganization context: The Boards unanimously recommended the BTA‑into‑MUA reorganization to achieve scale and efficiencies; BTA and MUA share the same directors and officers, aiding integration oversight .
Board Meetings (Most Recent Fiscal Year)
| Fund | Fiscal Year End | Board Meetings |
|---|---|---|
| BlackRock Long‑Term Municipal Advantage Trust (BTA) | July 31 | 7 . |
| BlackRock MuniAssets Fund, Inc. (MUA) | July 31 | 7 . |
Attendance statement: No incumbent Board Member attended less than 75% of the aggregate number of Board and applicable committee meetings in the most recent full fiscal year .