Catherine A. Lynch

About Catherine A. Lynch

Independent Director of BlackRock MuniHoldings Fund, Inc. (NYSE: MHD). Year of birth: 1961; Director since 2016. Former Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust (NRRIT) from 2003 to 2016. Oversees 68 BlackRock-advised registered investment companies (RICs) consisting of 103 portfolios. Current public company directorship: PennyMac Mortgage Investment Trust. Listed among Independent Board Members.

Past Roles

External Roles

Board Governance

• Independence: Listed among Independent Board Members for MHD; Board Chair is R. Glenn Hubbard (Independent) and Vice Chair is W. Carl Kester (Independent) .
• Board service: Director of MHD since 2016 .
• Oversight footprint: Oversees 68 RICs/103 portfolios across the BlackRock Fixed-Income Complex, indicating extensive governance workload and cross-fund oversight .
• Activism context and shareholder agreements: In 2024 and 2025, the funds and BlackRock entered standstill agreements with Karpus Management and Saba Capital requiring those holders to vote in line with Board recommendations through 2027, signaling an active shareholder environment and Board engagement with activists .
• Related-party safeguards: As of July 31, 2025, Independent Board Members and their immediate family members had no beneficial ownership of BlackRock or its affiliates and no material interest in transactions involving the Funds or BlackRock affiliates over the most recent two calendar years; as of December 31, 2024, Independent Board Members and families did not beneficially own securities of the Investment Advisor or its controlled entities (excluding registered funds) .

Committee assignments and attendance: The 2025 special proxy does not disclose committee rosters or attendance; our review did not find committee membership or meeting attendance details for Ms. Lynch in this filing.

Fixed Compensation

• The filing does not include a director compensation table for Independent Board Members. It notes that, with the exception of the Chief Compliance Officer (CCO), executive officers receive no compensation from the Funds; the CCO is compensated by the Fund for CCO services (officer compensation disclosure, not directors) .
• Deferred compensation note: The ownership table footnote indicates some Independent Board Members hold share equivalents via a deferred compensation plan for Supervised Funds, evidencing availability of director deferral programs within the complex .

Performance Compensation

• No performance-linked compensation structure (metrics, PSUs/TSR, etc.) for Independent Directors is disclosed in this proxy.

Other Directorships & Interlocks

Expertise & Qualifications

• Institutional asset management leadership: 13 years as CEO/CIO of NRRIT (2003–2016), indicating deep investment governance and risk oversight experience .
• Treasury and corporate finance background from prior roles at The George Washington University (treasury management) and Episcopal Church of America (assistant treasurer) .
• Breadth of fund oversight: Supervises 68 RICs/103 portfolios in the BlackRock Fixed-Income Complex, supporting committee depth and complex-wide governance familiarity .

Equity Ownership

Aggregate dollar range of common shares (as of December 31, 2024)

• Footnote: Aggregate supervised fund ownership may include share equivalents in the deferred compensation plan for Independent Board Members participating in such plan .

Governance Assessment

• Strengths: Independent director with significant institutional investment and treasury expertise; no reported related-party transactions or economic ties to the adviser; public company board service (PennyMac) expands credit/housing market perspective; Board has taken formal steps to manage activist interactions through standstill agreements, reducing proxy uncertainty in the near term .

• Alignment and workload considerations:

  • Ownership alignment: No direct MHD common share ownership disclosed for Ms. Lynch as of December 31, 2024 (ownership in the broader “Supervised Funds” exceeds $100,000, potentially via deferred share equivalents)—a potential alignment gap specific to MHD common shares. RED FLAG: Low direct ownership in the Acquiring Fund (MHD) .
  • Overboarding/workload: Oversight of 68 RICs/103 portfolios may raise questions on capacity for deep committee engagement across all funds. RED FLAG: Heavy cross-fund governance workload .

• Transparency gaps: Committee assignments, chair roles, and attendance are not provided in this special proxy, limiting assessment of specific committee effectiveness for Ms. Lynch. Additional, regular-cycle proxy disclosures would be required to complete the committee/attendance evaluation.

• Contextual risk signals: Concentrated external holders (e.g., Karpus, RiverNorth) and the use of standstills indicate an activist-prone environment; however, agreements commit large holders to Board recommendations through 2027, stabilizing governance but potentially dampening independent shareholder influence during the standstill term .