Fred Ricciardi
About Fred J. Ricciardi
Fred J. Ricciardi (age 77) is an Independent Director of Pioneer Municipal High Income Fund, Inc. (MHI), serving since 2014, and also serves on the boards of Pioneer Municipal High Income Advantage Fund, Inc. (since 2014) and Pioneer Municipal High Income Opportunities Fund, Inc. (since 2021) . He is Chair of the Audit Committee and has been designated an “audit committee financial expert,” reflecting deep finance and investment company services experience, including as Executive Vice President at BNY Mellon from 1969–2012 . The Board is majority independent (at least 75%) and chaired by an Independent Director; in the most recent fiscal year the Board held 8 meetings and all directors and committee members attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon | Executive Vice President | 1969–2012 | Senior leadership in financial and investment company services |
| BNY International Financing Corp. | Director | 2002–2012 | Board oversight (financial services) |
| Mellon Overseas Investment Corp. | Director | 2009–2012 | Board oversight (financial services) |
| Financial Models | Director | 2005–2007 | Board oversight (technology) |
| BNY Hamilton Funds (Ireland) | Director | 2004–2007 | Board oversight (offshore investment companies) |
| AIB/BNY Securities Services Ltd. (Ireland) | Chairman/Director | 1999–2006 | Governance leadership (financial services) |
| BNY Alternative Investment Services, Inc. | Chairman | 2005–2007 | Governance leadership (financial services) |
External Roles
| Organization | Role | Status |
|---|---|---|
| Other public company directorships | — | None disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; members include Benjamin M. Friedman, Craig C. MacKay, and Lorraine H. Monchak . Member, Independent Directors Committee (all independents) . Not listed as a member of the Governance & Nominating Committee (members: John E. Baumgardner Jr. (Chair), Diane Durnin, Thomas J. Perna) .
- Expertise and designation: Audit committee financial expert .
- Independence and structure: Independent Director; Board is at least 75% independent; Independent Board Chair (Thomas J. Perna) .
- Attendance and engagement: Board held 8 meetings; all directors and committee members attended at least 75% of meetings; independent directors regularly meet without management and are advised by independent counsel .
- Committee activity levels (most recent fiscal year): Audit Committee (8 meetings), Governance & Nominating (5–6), Independent Directors (6), Policy Administration (4), Valuation (3; merged into Audit Committee on Jan 22, 2024) .
Fixed Compensation
Director compensation is cash-only; independent director fees are allocated across the Pioneer funds complex based on fund size (funds under $250mm pay $1,000 per independent director; remaining compensation is allocated to funds over $250mm based on net assets). Interested Directors receive $500/$200 per fund (reimbursed by Amundi US for smaller funds). No pension or retirement benefits are accrued by the funds .
| Compensation (FY most recent) | MHI ($) | MAV ($) | MIO ($) | Total Comp from Funds and Other Pioneer Funds ($) |
|---|---|---|---|---|
| Fred J. Ricciardi | 1,660.34 | 1,611.92 | 1,000.00 | 330,853.00 |
Performance Compensation
- Equity awards (RSUs/PSUs), options, bonus metrics, vesting schedules: None disclosed for directors; independent director compensation is fee-based; executive officers are compensated by Amundi US, not the funds .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Sullivan & Cromwell LLP | Independent counsel to Independent Directors (material relationship for Director John E. Baumgardner Jr., not Ricciardi) | Disclosed aggregate payments to Sullivan & Cromwell LLP; no material relationship disclosed for Ricciardi . |
| Adviser/affiliates transactions | Independent Directors’ trading | No purchases/sales of securities of Amundi US or affiliates by Independent Directors during the most recent fiscal year . |
Expertise & Qualifications
- Financial, business, and investment company experience as senior executive at BNY Mellon; board experience with offshore investment companies and financial services entities .
- Designated audit committee financial expert; chairs Audit Committee across funds .
Equity Ownership
As of May 31, 2024 (dollar ranges per SEC requirements):
| Fund | Dollar Range of Equity Securities | Aggregate Dollar Range across all Pioneer Funds overseen |
|---|---|---|
| MHI | $0 | Over $100,000 |
| MAV | $0 | Over $100,000 |
| MIO | $0 | Over $100,000 |
Additional ownership context:
- As of Dec 31, 2023, directors and officers as a group owned less than 1% of outstanding shares of each fund .
- No pledging or hedging disclosures noted; no director pensions .
Governance Assessment
- Strengths: Long-tenured independent director (MHI since 2014) with deep fund governance experience; Audit Committee Chair and designated financial expert, supporting robust financial oversight; Board independence at 75%+ with independent chair; documented committee activity and independent sessions without management .
- Alignment considerations: No fund-level share ownership in MHI/MAV/MIO ($0), though aggregate holdings across the Pioneer complex are “Over $100,000”; low direct ownership in the specific fund may be viewed as weaker alignment for MHI investors .
- Conflicts: No material related-party relationships disclosed for Ricciardi; material relationship disclosure in proxy pertains to another independent director (Baumgardner/Sullivan & Cromwell), not Ricciardi .
- Engagement: Attendance at least 75% at Board/committee meetings; committee leadership roles indicate active oversight .
- Recent board decision signaling: In 2025, the Board unanimously recommended liquidation due to termination of prior advisory agreements, failure to obtain stockholder approval of a new agreement, activist complexities, and impending termination of the interim agreement; this reflects decisive governance amid adviser transition and activism pressures, with potential implications for investor confidence and fund continuity .