Catherine A. Lynch
About Catherine A. Lynch
Catherine A. Lynch (born 1961) is an independent trustee in BlackRock’s closed-end fund complex and serves on the board of BTX (formerly BlackRock Innovation and Growth Term Trust, “BIGZ”), bringing deep pension/endowment investment leadership and audit expertise; she holds a B.A. from Yale and is a CFA charterholder (1986) . She has been an Independent Board Member for BlackRock-advised funds since at least 2016 and a named trustee for BIGZ/BTX since at least 2023; as of 2025 she is age 63 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Railroad Retirement Investment Trust (NRRIT) | Chief Executive Officer & Chief Investment Officer | 2008–2016 (joined NRRIT 2003) | Led de-risking, built private real estate and absolute return commitments; senior investment leadership |
| The George Washington University | Associate VP, Treasury Management | 1999–2003 | Built the first investment office for the endowment |
| Episcopal Church (national office) | Assistant Treasurer | 1995–1999 | Rebuilt endowment investment/financial management program |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| PennyMac Mortgage Investment Trust (PMT) | Independent Trustee; Audit Committee Chair | Board since 2022; serving in 2025 | Audit Chair; also on Nominating & Corporate Governance and Related Party Matters committees; BA Yale; CFA 1986 |
| NY State Common Retirement Fund | Chair, Investment Advisory Committee (pro bono) | Current (as disclosed) | Advisory oversight for ~$280bn fund |
| BlackRock-advised funds (Independent Trustee) | Board member across fund complexes | Since 2016 (Closed-End/Fixed-Income Complex) | Serves as Audit Committee Chair within the BlackRock funds board; oversight across 100+ portfolios |
Board Governance
- Independence and service: Lynch is an Independent Board Member of BIGZ/BTX; on the BIGZ board she served as Audit Committee Chair, and as a member of the Governance Committee and Performance Oversight Committee; she has been designated an “Audit Committee Financial Expert” .
- Conflicts: As of Dec 31, 2024, none of the Independent Board Members nor their immediate family members had any interest in the Adviser or its affiliates; all trustees and officers as a group owned <1% of BTX shares, limiting potential related-party conflicts but signaling limited ownership alignment typical of closed-end fund trustees .
- Governance environment/context: BTX has significant shareholder activism/engagement history—Saba Capital reported 27.73% of shares as of Mar 6, 2025 and has a standstill agreement tied to a 50% tender offer at 99.5% of NAV; Karpus also entered a standstill in 2024—heightening the board’s scrutiny and discount management responsibilities .
Fixed Compensation
BlackRock-advised funds compensate Independent Board Members primarily via cash retainers with optional deferral; the scale applies across the Fixed-Income/Closed-End Funds Complex and is paid pro rata by each fund.
| Component | Amount | Source |
|---|---|---|
| Annual retainer (Independent Board Member) | $370,000 | |
| Additional retainer – Audit Committee Chair | $55,000 | |
| Additional retainer – Governance Committee Chair | $42,500 | |
| Additional retainer – Performance Oversight Committee Chair | $42,500 | |
| Additional retainer – Audit Committee Member | $30,000 | |
| Additional retainer – Governance Committee Member | $25,000 | |
| Additional retainer – Performance Oversight Committee Member | $25,000 | |
| Board Chair/Vice Chair additional retainers | $140,000 / $84,000 |
Notes: Independent Board Members may defer up to 50% of total compensation into a plan that tracks returns of selected BlackRock funds (unfunded obligation of the funds) .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Equity/Option awards | None disclosed for Independent Board Members of BTX/BlackRock funds | N/A |
| Deferred Compensation | Up to 50% of fees can be deferred; return tracks selected fund(s), aligning partially with investor outcomes | Tracks fund NAV/total return of designated funds; no separate performance hurdles |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| PennyMac Mortgage Investment Trust (NYSE: PMT) | Independent Trustee; Audit Chair | External directorship in mortgage REIT; no BTX related-party transactions disclosed; board determined no Independent Board Member/family interest in Adviser or affiliates as of 12/31/24 |
| BlackRock fund boards (multiple) | Independent Trustee; Audit leadership | Heavy portfolio of fund board roles across 100+ portfolios indicates significant time commitments; typical for fund complexes |
Expertise & Qualifications
- Financial/audit expertise: Designated Audit Committee Financial Expert at BIGZ/BTX; former CIO/CEO of a large institutional trust (NRRIT); extensive audit chair experience (including PMT) .
- Investment leadership: Pension/endowment portfolio management across public/private markets, risk management, manager due diligence .
- Education/credentials: B.A. (Yale); CFA (1986) .
Equity Ownership
| Item | Disclosure |
|---|---|
| Board/officers aggregate ownership | <1% of BTX outstanding shares as of 3/4/2025 |
| Independent Board Member shareholdings | Specific individual BTX holdings not disclosed in the 3/12/2025 proxy; Independent Board Members may defer up to 50% of fees into fund-share equivalents via the deferred compensation plan |
Governance Assessment
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Strengths:
- Deep, directly relevant financial oversight and audit expertise; Audit Committee Financial Expert designation and chair roles across BTX/BIGZ and PMT support robust financial governance .
- Institutional investment background (NRRIT CEO/CIO) aligns with BTX’s mandate to oversee complex public/private equity strategies and risk .
- No disclosed related-party interests among Independent Board Members/families with the Adviser or its affiliates, mitigating conflict risk .
-
Considerations for investors:
- Compensation is cash retainer-based with optional deferral; absence of equity grants is standard for fund trustees but provides limited direct ownership alignment beyond deferred fee tracking .
- Significant external commitments (PMT plus extensive BlackRock fund board portfolio) may raise workload/overboarding considerations; however, this is common in fund complexes and she serves in audit leadership capacities .
- BTX’s activism context (large Saba stake and standstill/tender obligations) elevates scrutiny on discount management and governance execution; while not specific to Lynch, it increases the salience of her audit/governance leadership .
-
RED FLAGS (none directly attributable to Lynch based on current disclosures):
No related-party transactions disclosed for Independent Board Members; no evidence of hedging/pledging by trustees; no attendance issues disclosed in available documents .