R. Glenn Hubbard
About R. Glenn Hubbard
R. Glenn Hubbard (born 1958) is an Independent Board Member and serves as Chair of the Boards across the BlackRock Closed-End Funds, including BTX. He is an economist and former Dean of Columbia Business School (2004–2019); he has been on the BlackRock closed-end fund boards since 2007 and is currently a Class II Board Member standing for election at BTX in 2025. He is independent from the Funds and the Adviser, and he chairs the Executive Committee while serving on Governance, Compliance, and Performance Oversight Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Business School | Dean; Faculty | Dean 2004–2019; Faculty since 1988 | Leadership in academia; brings economic and managerial expertise . |
| U.S. Council of Economic Advisers | Chairman | Not disclosed in proxy | National policy experience; perspective on macroeconomic issues . |
| Harvard Kennedy School; Harvard Business School; University of Chicago | Visiting Professor | Not disclosed | Broad academic network and policy/finance exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ADP (Automatic Data Processing) | Director | 2004–2020 | Past public company directorship in data/information services . |
| Metropolitan Life Insurance Company | Director | Not disclosed | Insurance sector board service . |
| TotalEnergies SE | Director | Not disclosed | Energy sector board service . |
Board Governance
- Roles and independence: Chair of the Boards, Chair of the Executive Committee; Independent from the Funds and Adviser; Member of Governance, Compliance, Performance Oversight Committees .
- Committee structure (selected):
- Audit Committee: Chaired by Catherine A. Lynch; members Lorenzo A. Flores, J. Phillip Holloman, Arthur P. Steinmetz; Hubbard is not a member; multiple “Audit Committee Financial Experts” designated .
- Governance Committee: Chair W. Carl Kester; members include Hubbard, Egan, Holloman, Lynch .
- Compliance Committee: Chair Cynthia L. Egan; members include Hubbard, Harris, Kester .
- Performance Oversight Committee: Chair Arthur P. Steinmetz; members include Hubbard and all other Independent Board Members .
- Election dynamics and engagement: BTX failed to obtain necessary votes for Class II Board Members in 2024; Hubbard (incumbent Class II) is standing for election again in 2025 (Joint Annual Meeting), reflecting activist pressure and heightened shareholder scrutiny .
- Activism context: Board entered standstill agreements with Karpus (May 3, 2024) and Saba (Jan 20, 2025). Saba agreement included a tender offer to repurchase 50% of outstanding shares at 99.5% of NAV, with Saba agreeing to customary standstill and to vote with Board recommendations during the effective period .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Independent Board Member annual retainer | $370,000 | Payable across BlackRock Fixed-Income Complex funds; plus reimbursed expenses . |
| Chair of the Boards annual retainer | $140,000 | Increased from $100,000 prior to Jan 1, 2024 . |
| Vice Chair annual retainer | $84,000 | Increased from $60,000 prior to Jan 1, 2024 . |
| Committee Chair annual retainers | Audit $55,000; Performance Oversight $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000 | Chair roles only . |
| Committee Member annual retainers | Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000 | Member roles only; Performance Oversight member fee not listed . |
| Metric | FY 2024 – All BlackRock Closed-End Funds | FY 2024 – BTX fund-specific |
|---|---|---|
| Aggregate compensation earned (Hubbard) | $600,000 | $16,540 |
| Deferred compensation elected (Hubbard) | $300,000 | Not applicable at single-fund level . |
| Deferred compensation liability (payable to Hubbard, as of 12/31/2024) | $5,010,835 | — |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Cash bonus (variable) | Not disclosed/Not applicable | Independent trustees compensated via fixed retainers and committee fees; no bonus schedule disclosed . |
| Equity awards (RSUs/PSUs) | None | Independent Board Members do not receive fund equity awards; may use an unfunded deferred compensation plan . |
| Options | None | No option awards disclosed for Independent Board Members . |
| Performance metrics (TSR/EBITDA/ESG) | None | Trustee pay is not tied to operating metrics; deferred amounts earn returns as if invested in selected funds (unfunded, share-equivalent tracking) . |
| Clawbacks / gross-ups | Not disclosed | No clawback or tax gross-up provisions disclosed for trustees . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| ADP | Tech/data services | Former Director (2004–2020) | No direct BTX conflict disclosed; general tech exposure consistent with fund focus . |
| MetLife | Insurance | Director | No adviser-related interest; independence from BlackRock affirmed . |
| TotalEnergies SE | Energy | Director | No related-party exposure disclosed in BTX proxy . |
Expertise & Qualifications
- Extensive economic policy and academic leadership experience (CEA Chairman; long-tenured Columbia Business School Dean/Faculty). Perspective on macroeconomics and corporate governance; long-standing service on BlackRock closed-end fund boards provides specific understanding of fund operations and regulation .
- Independence enhances effectiveness as Chair and committee member; experienced in governance, compliance oversight, and performance monitoring within a regulated fund complex .
Equity Ownership
| Item | Value | Date |
|---|---|---|
| BTX – aggregate ownership by Board Members and executive officers as a group | <1% of outstanding shares | March 4, 2025 |
| Independent Board Members’ and Nominees’ interests in Adviser (BlackRock or affiliates) | None; no interests for Independent Board Members or immediate family members | April 30, 2025 |
| Preferred Shares owned by Board Members/Nominees | None (no Board Member/Nominee owns Preferred Shares) | Feb 28, 2025 |
Note: Appendix C details share ownership and share equivalents by Board Members/Nominees across funds; the group ownership at BTX is de minimis (<1%), and trustees may hold unfunded share-equivalents via the deferred compensation plan (not actual equity grants) .
Governance Assessment
- Strengths: Independent Chair (Hubbard) with deep economic and governance expertise; robust committee architecture with clear role separation (Audit chaired by Lynch; Governance chaired by Kester; Compliance chaired by Egan; Performance Oversight chaired by Steinmetz). Independence from the Adviser is explicitly affirmed for Independent Board Members .
- Compensation alignment: Director pay is primarily fixed retainers/committee fees; no equity awards or performance-tied comp, reducing misalignment risks. Deferred compensation is unfunded and returns track selected fund investments, preserving independence and avoiding equity grant conflicts .
- Engagement and election risk: BTX’s 2024 failure to re-elect certain Board Members (including Class II positions) and the need to re-run elections in 2025 indicates shareholder scrutiny/engagement challenges—investors should monitor vote outcomes and board responsiveness .
- Activism and discount management: Board-approved standstill agreements and a large tender offer (50% of shares at 99.5% of NAV) reflect substantive actions to address discounts/activism; while mitigating short-term discount risk, such steps can alter capital structure/liquidity and should be assessed for long-term investor value .
- RED FLAGS:
- Prior failed re-election votes at BTX (2024), necessitating re-nomination of incumbents in 2025 .
- Increased Chair/Vice Chair retainers effective 2024 (Chair to $140k; Vice Chair to $84k), which may be viewed as pay inflation absent clear performance linkage .
- Net assessment: Hubbard’s independence, expertise, and leadership across governance committees support board effectiveness; however, activism pressures and prior election outcomes warrant close monitoring of governance responsiveness, discount management outcomes, and shareholder engagement practices .