J. Phillip Holloman
About J. Phillip Holloman
Independent director of BlackRock MuniHoldings Fund, Inc. (MHD). Year of birth: 1955; director since 2021; currently serves as Interim Executive Chairman, President and CEO of Vestis Corporation (since 2025) and previously President and COO of Cintas Corporation (2008–2018). Oversees 66 BlackRock‑advised registered investment companies consisting of 101 portfolios; current public company board: Vestis Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestis Corporation | Interim Executive Chairman, President & CEO | Since 2025 | Not disclosed |
| Cintas Corporation | President & Chief Operating Officer | 2008–2018 | Not disclosed |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Vestis Corporation | Director | Within past five years | Uniforms and facilities services |
Board Governance
- Independence: Holloman is listed among “Independent Board Members” and has served since 2021 .
- Board size and composition: The Board consists of 10 members, 8 of whom are independent; these funds are in the BlackRock Fixed‑Income Complex .
- Term/age policy: Independent directors serve until their successor is elected or until December 31 of the year they turn 75 (case‑by‑case extensions possible) .
- Audit Committee point of contact: Shareholders may submit accounting complaints to the CCO or directly to the Chair of the Audit Committee; the Committee chair is not named in the proxy .
- Governance defenses: Acquiring Fund Charter requires 66 2/3% shareholder vote to remove directors (and for major actions unless a supermajority of directors approve), limiting changes to board composition .
- Activism settlements: Standstill agreements with Karpus (through 2027) and Saba (through 2027) require those holders to vote with the Board’s recommendations during the term—reflects ongoing activist engagement and negotiated stability .
Fixed Compensation
- Director cash/equity schedule: Not disclosed in this proxy. Executive officers receive no compensation from the funds (except the CCO), but independent director compensation details (retainers, meeting fees, equity units) are not itemized here .
- Deferred compensation plan: Footnote indicates certain independent directors participate in a deferred compensation plan across Supervised Funds (share equivalents included in ownership table) .
Performance Compensation
- Performance metrics or pay‑for‑performance provisions for independent directors are not disclosed; no metrics (TSR, EBITDA, ESG) tied to director compensation identified in this proxy .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Vestis Corporation | Director | None disclosed with MHD counterparties | Listed as a public company directorship within past five years |
- Related‑party/affiliate exposure: As of July 31, 2025, independent board members and immediate family did not beneficially own BlackRock or advisor affiliate securities and had no material interests in transactions with the Funds or affiliates over the past two years .
Expertise & Qualifications
- Senior operating leadership and transformation background (Cintas President/COO; Vestis interim Executive Chairman, President & CEO), relevant to oversight of operations and service businesses .
- Broad fund governance exposure (oversees 66 RICs/101 portfolios) indicating familiarity with registered investment company controls and processes .
Equity Ownership
| Holder | BLE | BYM | BFK | MUE | MHD (Acquiring Fund) | Aggregate in Supervised Funds |
|---|---|---|---|---|---|---|
| J. Phillip Holloman | None | None | None | None | None | Over $100,000 (includes deferred plan share equivalents) |
- Group ownership: Officers and Board Members of each fund, as a group, owned less than 1% of outstanding common shares as of July 31, 2025 .
Governance Assessment
- Strengths: Independent director with significant operating experience; board has an independent majority; explicit channels to the Audit Committee; negotiated standstills mitigate near‑term activist disruptions .
- Alignment concerns: No direct ownership in MHD common shares as of December 31, 2024 (despite significant aggregate exposure across Supervised Funds via deferred equivalents), which can dilute perceived “skin‑in‑the‑game” alignment at the fund‑level .
- Investor control risk: Supermajority Charter provisions (66 2/3%) and age‑based tenure policy can reduce shareholder flexibility to reconstitute the Board or drive structural change; consider alongside standstill agreements for a cumulative entrenchment effect .
- Data gaps: Committee assignments, chair roles, attendance rates, and specific director compensation amounts are not enumerated in this special meeting proxy; investors may wish to review prior annual proxies for fee schedules and committee rosters .