Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (born 1965) serves as an Interested Trustee (not independent) of BlackRock Technology and Private Equity Term Trust (BTX). He is Vice Chairman of BlackRock, Inc., a member of BlackRock’s Global Executive and Global Operating Committees, and Co‑Chair of BlackRock’s Human Capital Committee, which creates an inherent affiliation with the Fund’s adviser and thus a non‑independent status under the 1940 Act . He has served on BlackRock closed‑end fund boards since 2018 across the complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman; Member, Global Executive and Operating Committees; Co‑Chair, Human Capital Committee | 2019–present | Senior leadership of global asset manager; oversight and human capital leadership |
| BlackRock, Inc. | Senior Managing Director; oversight of Strategic Partner Program and Strategic Product Management Group | 2012–2019 | Global product/partner strategy oversight |
| BlackRock, Inc. | Global Head, Retail and iShares businesses; Head of Global Client Group; Chairman, international businesses | 2012–2016 (retail/iShares); prior roles as indicated | Global distribution and ETF leadership; international governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock Fixed‑Income Complex (includes BTX) | Trustee/Director across the complex | 2018–present | Sits on the boards that oversee BTX and related funds |
| BlackRock Multi‑Asset Complex | Board member for funds in complex | Ongoing | Cross‑complex board member role |
| Other public company boards (past 5 years) | None disclosed | N/A | No other public company directorships listed |
Board Governance
- Status and tenure: Interested Trustee of BTX due to current BlackRock executive role; on BlackRock closed‑end fund boards since 2018 (across the complex) .
- Committee landscape: BTX’s boards have seven standing committees—Audit, Governance, Compliance, Performance Oversight, Securities Lending, Discount, and Executive—each chaired by an Independent Board Member .
- Executive Committee authority: May act between regular meetings on matters such as leverage authorizations; composition of the Executive Committee is not specified for Fairbairn in the filings .
- Board independence and process: Chair is independent; Independent Board Members meet regularly in executive session; boards hold five regular meetings per year .
- 2025 election cycle: For BlackRock closed‑end funds, the Class III slate includes Robert Fairbairn (BTX included among the funds listing him as a Class III nominee) .
- Activism context: Saba Capital reported 27.73% beneficial ownership as of March 6, 2025; standstill agreements with Karpus (May 3, 2024) and Saba (Jan 20, 2025) include a 50% tender offer at 99.5% of NAV (commenced June 9, 2025) .
Fixed Compensation
| Pay Element (BTX/BlackRock Fixed‑Income Complex) | Amount/Terms | Applies to Fairbairn? |
|---|---|---|
| Independent Board Member annual retainer | $370,000; plus additional retainers for Chair ($140k), Vice Chair ($84k), and Committee Chairs/Members (Audit $55k/$30k; Performance Oversight $42.5k; Compliance $50k/$25k; Governance $42.5k/$25k; Discount $25k/$20k; Securities Lending $20k/$15k) | No (he is interested) |
| Deferred compensation plan (Independent Board Members) | Up to 50% of compensation may be deferred into fund‑linked returns | No (he is interested) |
| Fund‑paid compensation to Interested Trustees | None; Messrs. Perlowski and Fairbairn serve without compensation from the Funds | Yes—$0 from BTX |
Performance Compensation
| Metric/Instrument | Applies to Fairbairn at BTX? | Notes |
|---|---|---|
| Stock/option awards, performance units, TSR/financial metrics | No | BTX pays no compensation to Interested Trustees; no performance‑based elements are disclosed for trustees |
Other Directorships & Interlocks
| Entity | Category | Interlock/Conflict Consideration |
|---|---|---|
| BlackRock Fixed‑Income Complex boards (including BTX) | Investment company boards | In‑complex oversight; majority independent, but Fairbairn is affiliated with the adviser |
| BlackRock Multi‑Asset Complex boards | Investment company boards | Cross‑complex role; deep ties to adviser |
| Public company boards | Public company | None disclosed (reduces external interlocks) |
Expertise & Qualifications
- 30+ years in finance/asset management; Vice Chairman at BlackRock; prior leadership of retail, ETFs (iShares), global distribution, and international businesses .
- Governance/process familiarity as a senior corporate officer and complex‑wide fund board member .
Equity Ownership
| Holder | Ownership | As‑of Date |
|---|---|---|
| All Board Members and executive officers as a group | <1% of BTX outstanding shares | March 4–6, 2025 (per BTX proxy) |
Individual director holdings were not broken out for BTX in the reviewed materials; only aggregate group ownership was provided .
Governance Assessment
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Strengths:
- Board structure features independent Chair and independent committee chairs; independent executive sessions; structured multi‑committee oversight including leverage and performance .
- No fund‑paid compensation to Fairbairn mitigates direct pay conflicts at the fund level (though affiliation remains) .
-
Watch items / RED FLAGS:
- Affiliation: Fairbairn is an Interested Trustee by virtue of his current BlackRock executive role (Vice Chairman; member of executive committees), creating a direct adviser affiliation during oversight of advisory arrangements and strategic actions .
- Shareholder activism pressure: Saba 13D at 27.73% and standstill‑driven actions (including a 50% tender at 99.5% of NAV) elevate governance sensitivity around decisions impacting fees, portfolio strategy, and capital allocation; board effectiveness and independence are crucial in this environment .
- Committee transparency: Filings do not identify Fairbairn’s specific committee assignments (e.g., Executive Committee membership not disclosed), limiting visibility into his direct committee‑level influence at BTX .
Context notes: BTX (formerly BIGZ) changed name and ticker on Feb 20, 2025 alongside strategy revisions and portfolio manager changes; the board remains within BlackRock’s Fixed‑Income Complex governance framework .