Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (born 1965) serves as a Director of MHD since 2018 and is classified as an “interested person” under the 1940 Act due to his executive role at BlackRock, Inc. He is Vice Chairman of BlackRock (since 2019), a member of BlackRock’s Global Executive and Global Operating Committees, and Co-Chair of BlackRock’s Human Capital Committee; previously Senior Managing Director (2010–2019) . MHD’s Board consists of ten members, eight of whom are independent; Fairbairn is one of two interested directors (with John Perlowski) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman | 2019–present | Global Executive and Global Operating Committees; Co-Chair, Human Capital Committee |
| BlackRock, Inc. | Senior Managing Director | 2010–2019 | Oversaw Strategic Partner Program and Strategic Product Management Group (2012–2019) |
| BlackRock Investments, LLC | Board of Managers | 2011–2018 | Governance oversight at distribution affiliate |
| BlackRock, Inc. | Global Head, Retail & iShares | 2012–2016 | Led retail distribution and ETFs |
External Roles
| Entity | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No public company directorships in past five years |
| BlackRock Multi-Asset Complex | Board member | Current | Also a board member in another BlackRock fund complex |
Board Governance
- Independence: Classified as an “interested person” of each Fund based on his BlackRock position; not an independent director .
- Board composition: 10 Directors, 8 independent; MHD is part of the BlackRock Fixed-Income Complex overseen by the same Board .
- Leadership: R. Glenn Hubbard is Chair; W. Carl Kester is Vice Chair (both independent) .
- Tenure: Director since 2018 .
- Charter features: Supermajority voting (66 2/3%) on certain matters; classified board with vacancies filled by majority of remaining directors under Maryland law election .
Equity Ownership
| Holding Category (as of Dec 31, 2024) | Amount/Dollar Range |
|---|---|
| MHD common shares | None |
| Aggregate dollar range in “Supervised Funds” (other BlackRock Fixed-Income Complex funds) | Over $100,000 |
Other Directorships & Interlocks
- Other investment company/public boards: None disclosed in past five years .
- Advisor interlock: BlackRock Advisors, LLC is the investment advisor to MHD, creating a direct advisory relationship between the Fund and Fairbairn’s employer .
Expertise & Qualifications
- Strategic and distribution leadership across Retail and iShares businesses, fund product strategy, and partner programs .
- Extensive oversight across BlackRock-advised RICs; currently oversees 94 RICs consisting of 269 portfolios (scope indicator of fund governance exposure) .
Governance Assessment
- Conflict risk: Fairbairn’s executive role at MHD’s advisor (BlackRock) and “interested person” status present inherent conflicts that limit independence and may reduce the robustness of independent oversight over advisory fees, leverage, or reorganization terms .
- Alignment risk: No direct ownership in MHD as of 12/31/2024, while holding over $100,000 across supervised funds; this suggests limited MHD-specific skin-in-the-game .
- Structure considerations: MHD’s classified board and 66 2/3% supermajority provisions can entrench current governance, raising the threshold for shareholder-driven changes in director composition or key governance matters .
- Experience positive: Deep fund complex experience and senior leadership at BlackRock provide operational and distribution expertise that can aid board deliberations on portfolio strategy and shareholder actions .
RED FLAGS
- Interested director (not independent) with employer-advisor interlock .
- No MHD share ownership (as of 12/31/2024), potentially weak fund-specific alignment .
- Classified board and supermajority voting provisions that may limit shareholder influence .