W. Carl Kester
About W. Carl Kester
W. Carl Kester is an Independent Board Member and Vice Chair of the Boards for the BlackRock Fixed-Income Complex, which includes BlackRock Technology and Private Equity Term Trust (BTX). He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, at Harvard Business School (HBS), with prior roles as Deputy Dean for Academic Affairs (2006–2010), Finance Unit Chair (2005–2006), and Senior Associate Dean & MBA Program Chair (1999–2005); he has been on HBS faculty since 1981 . The Boards note his extensive corporate finance and governance expertise and long-standing closed-end fund board service; he is independent of the Funds and the Adviser .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Baker Foundation Professor; George F. Baker Jr. Professor, Emeritus | Since 2022 | Author/editor of finance works; global case studies; governance expertise |
| Harvard Business School | George F. Baker Jr. Professor | 2008–2022 | Corporate finance and governance thought leadership |
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Senior academic leadership |
| Harvard Business School | Finance Unit Chair | 2005–2006 | Unit leadership |
| Harvard Business School | Senior Associate Dean; MBA Program Chair | 1999–2005 | Program leadership |
| Harvard Business School | Faculty member | Since 1981 | Long-standing academic tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No public company directorships in past five years |
Board Governance
- Independence: Classified as an Independent Board Member; none of the Independent Board Members nor immediate family members had any interest in BlackRock or its control affiliates as of April 30, 2025/December 31, 2024 .
- Board leadership: Vice Chair of the Boards; Chair is Independent (R. Glenn Hubbard); Committees chaired by Independent Board Members .
- Committee assignments (BTX and Fixed-Income Complex):
- Governance Committee – Chair .
- Executive Committee – Member (with authority for urgent actions between Board meetings) .
- Compliance Committee – Member .
- Performance Oversight Committee – Member .
- Discount Committee – Member .
- Securities Lending Committee – Member .
- Committee meeting cadence (BTX fiscal year ended Dec 31, 2024):
- Audit: 8; Governance: 5; Compliance: 4; Performance Oversight: 4; Discount: 3; Securities Lending: 2; Executive: 1 .
- Attendance: In 2024, BTX’s Board met 10 times; no incumbent Board Member attended less than 75% of aggregate Board and Committee meetings in the most recent fiscal year . Annual meeting attendance is encouraged; at BTX’s prior year annual meeting, one Board Member attended (policy noted across funds) .
- Election status: Standing for election as Class II Board Nominee for BTX in 2025 due to 2024 election shortfall; BTX lacked quorum in 2023 and had no Class I re-elections in 2024 .
- Governance environment: Fund entered standstill agreements with Karpus (May 3, 2024) and Saba (Jan 20, 2025); Saba filed 13D/A and held 27.73% of BTX Common Shares as of March 6, 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Board Member annual retainer | $370,000 | Paid across BlackRock-advised funds; pro rata by fund net assets . |
| Vice Chair of the Boards retainer | $84,000 | Incremental to base retainer . |
| Governance Committee Chair retainer | $42,500 | Current chair fees (increased from $37,500 prior to 2024) . |
| Committee member retainers | Audit: $30,000; Compliance: $25,000; Governance: $25,000; Discount: $20,000; Securities Lending: $15,000 | Applies to members; Performance Oversight member retainer not listed; Chair receives $42,500 . |
| Aggregate compensation from all BlackRock-advised funds (CY2024) | $746,500 | Kester’s total across the Fixed-Income Complex . |
| Deferred (CY2024) | $58,641 | Portion of 2024 aggregate compensation deferred . |
| Deferred compensation payable (as of 12/31/2024) | $2,155,608 | Unfunded plan liability owed to Kester across the Fixed-Income Complex . |
| Expense policy | Out-of-pocket expenses reimbursed per Board policy . |
- Deferred compensation plan: Up to 50% of Independent Board Member compensation may be deferred; returns mirror selected Fixed-Income Complex fund investments; plan is unfunded and constitutes unsecured claims against fund assets .
Performance Compensation
| Element | Presence | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No equity awards disclosed for Independent Board Members; compensation is retainer- and committee-fee based . |
| Options | Not disclosed | No option awards disclosed . |
| Performance metrics tied to compensation (e.g., TSR, EBITDA) | Not disclosed | Funds do not maintain a compensation committee for executives; Independent Board Member pay is fixed; no performance metrics disclosed . |
Other Directorships & Interlocks
| Category | Current/Prior | Notes |
|---|---|---|
| Public company boards | None | No public company directorships in the past five years, reducing interlock/conflict risk . |
| Investment company boards | BlackRock Fixed-Income Complex | Oversees 68 RICs / 102 portfolios; broad oversight across funds . |
Expertise & Qualifications
- Corporate finance and corporate governance academic and practitioner credentials; multiple authored/edited works and widely used case studies .
- Long-standing fund governance experience within BlackRock Fixed-Income Complex; independent status enhances governance leadership as Vice Chair and Governance Chair .
Equity Ownership
| Security | Shares Beneficially Owned | % of Outstanding | Share Equivalents (Deferred Plan) |
|---|---|---|---|
| BTX Common Shares (as of Feb 28, 2025) | 0 | N/A | 0 . |
- Group ownership: All Board Members and executive officers as a group owned less than 1% of BTX’s outstanding shares as of March 6, 2025 .
- Ownership guidelines: Governance Committee reviews and makes recommendations on fund share ownership by Independent Board Members; specific guidelines not disclosed .
- Pledging/hedging: No pledging or hedging disclosures specific to Kester; none indicated in cited materials .
Governance Assessment
-
Strengths:
- Independent Vice Chair and Governance Chair with deep corporate finance/governance expertise and extensive closed-end fund oversight, supporting robust board processes .
- Active committee engagement across compliance, performance, discount management, securities lending, and executive matters; BTX’s committees met regularly in 2024, indicating active oversight cadence .
- Attendance above 75% threshold across Board/Committee meetings in the most recent fiscal year; Board met 10 times in 2024 for BTX .
-
Alignment considerations:
- No personal BTX share ownership or deferred plan share equivalents reported for Kester, which may limit direct economic alignment with BTX shareholders; however, Independent Board Members can defer pay linked to Fixed-Income Complex fund returns (unfunded plan) .
- Compensation is entirely fixed retainers and committee fees (no performance-conditioned equity), consistent with investment company governance norms but lacking explicit performance incentives .
-
Context/risk signals:
- Activist backdrop and discount management: BTX entered standstill agreements (Karpus, May 3, 2024; Saba, Jan 20, 2025) and conducted a large tender offer program—areas overseen by Discount Committee and Executive Committee, where Kester serves—highlighting need for vigilant governance and shareholder engagement .
- Election continuity: Kester is standing for election as a Class II Board Nominee for BTX in 2025 following prior year voting shortfalls, a procedural signal of heightened shareholder scrutiny .