John M. Perlowski

About John M. Perlowski

John M. Perlowski (year of birth: 1964) serves as Director (since 2015) and President & Chief Executive Officer (since 2010) of MHD (the “Acquiring Fund”), and is a Managing Director of BlackRock, Inc. (since 2009) and Head of BlackRock Global Accounting and Product Services (since 2009) . He is classified as an “Interested” director under the 1940 Act due to his BlackRock affiliation . He oversees 96 registered investment companies (“RICs”) comprising 271 portfolios across BlackRock-advised funds . Fund-level TSR and operating KPIs are not disclosed in the proxy; the current strategic focus is on multi-fund reorganizations and share issuance proposals under his executive leadership .

Past Roles

External Roles

Fixed Compensation

• The proxy states that, with the exception of the Chief Compliance Officer (CCO), executive officers receive no compensation from the Funds; the Acquiring Fund compensates the CCO for his services. As President & CEO, Perlowski’s compensation is paid by BlackRock (the advisor/affiliate), not by the Fund; the proxy does not disclose his BlackRock compensation terms .

Performance Compensation

• Not disclosed at the fund level; MHD’s proxy does not provide Perlowski’s bonus targets, equity awards, option grants, performance metrics (e.g., TSR/EBITDA targets), vesting schedules, clawbacks, or severance/change‑of‑control economics (these relate to employer BlackRock, not the Fund) .

Equity Ownership & Alignment

• Implication: Perlowski holds no direct position in MHD while having >$100K equivalent across the broader supervised funds complex; insider group ownership in MHD is de minimis (<1%), reducing direct alignment to MHD’s market discount dynamics but consistent with “interested” sponsor‑affiliated governance models .

Employment Terms

• Contract term, severance, change‑of‑control, non‑compete/non‑solicit, garden leave, and post‑termination arrangements for Perlowski are not disclosed in the Fund proxy (employer is BlackRock; Fund pays no executive compensation except the CCO) .

Board Governance

• Role and tenure: Director since 2015; President & CEO since 2010 .
• Independence: Classified as an Interested Director by virtue of his BlackRock affiliation .
• Board structure: The Board includes Independent and Interested members; shareholder communications without a designated director are routed to the Chair of the Governance Committee and outside counsel to Independent Board Members, evidencing an active Governance Committee and independent oversight channel .
• Committees: The proxy references an Audit Committee (with provision to write to its Chair), but does not list Perlowski as a committee member; committee rosters are not provided in the cited sections .
• Board service scope: Oversees operations of other closed‑end registered investment companies in BlackRock’s Fixed‑Income Complex; MHD is listed/traded on the NYSE .
• Dual‑role implications: As CEO and an Interested Director, potential independence concerns are mitigated by the presence of an independent chair/vice chair and independent governance channels (e.g., Governance Committee chair), but Perlowski is not independent under the 1940 Act .

Director Compensation

• The proxy excerpts reviewed do not provide a director fee/retainer table. It does state executive officers (other than the CCO) receive no compensation from the Funds; interested director compensation from the Fund is not disclosed in the cited sections .

Ownership Concentration and Activism Context

• Standstill agreements: MHD (and peer funds) entered into standstill agreements with Karpus on May 3, 2024 (effective until the earlier of May 3, 2027 or 10 days before the 2027 annual meeting record date) and with Saba Capital on January 20, 2025 (effective until the day after the 2027 annual meeting or August 31, 2027, whichever is earlier). Both include voting commitments aligned with the Board’s recommendations during the effective period .
• Implication: Elevated activist ownership and multi‑year standstills reduce near‑term proxy contest risk, potentially stabilizing discount management initiatives but may constrain activist catalysts through 2027 .

Ongoing Strategic Actions Under Board/CEO Oversight

• Reorganizations: MHD is the “Acquiring Fund” in multi‑fund reorganizations involving BLE, BYM, BFK, and MUE; proposals include issuance of additional MHD common shares in connection with the transactions (voting as a single class with VMTP Holders) .
• Cost responsibilities: Funds bear reorganization expenses, including N‑14 filings, legal/audit, rating agency fees, and meeting materials, with certain allocation and potential adviser support as specified; if not consummated, each fund bears proportionate costs .
• Preferreds and leverage: The proxy details VMTP preferred share mechanics and leverage ratios across funds, reflecting capital structure continuity through the reorganization framework .

Risk Indicators & Red Flags

• Independence/Conflict: Perlowski is an Interested Director (affiliated with the advisor) .
• Low insider ownership: Officers and Board collectively own <1% of MHD common, and no VMTP preferreds, limiting direct equity alignment at the fund‑entity level .
• Activism backdrop: Significant positions by Karpus and RiverNorth; standstill agreements through 2027 reduce near‑term contest risk but may indicate prior governance/discount pressure .
• Related‑party ecosystem: The advisor (BlackRock Advisors, LLC) provides management and services; fee schedules and waivers are disclosed at the complex level, not specific to Perlowski’s pay .

Investment Implications

• Alignment: Perlowski’s “Interested” status and absence of direct MHD ownership (“None”) point to sponsor‑centric governance rather than insider equity alignment within MHD; alignment is primarily through BlackRock employment and broad supervised fund exposure (> $100k aggregate across the Fixed‑Income Complex) .
• Retention/comp incentives: Fund proxies confirm no fund‑paid executive compensation (except CCO), and do not disclose Perlowski’s BlackRock compensation metrics or severance; investors cannot directly assess pay‑for‑performance levers or vesting‑related selling pressure at the fund level .
• Governance/activism: High activist ownership and multi‑year standstills through 2027 reduce proxy contest probability, which can stabilize operations and facilitate complex reorganizations, but may also defer discount‑narrowing catalysts typically driven by activists .
• Execution focus: Near‑term value creation hinges on successful execution of the multi‑fund reorganizations and ongoing leverage/capital structure management under the current Board/CEO structure .