John Baumgardner
About John E. Baumgardner, Jr.
Independent Director of Pioneer Municipal High Income Fund, Inc. (MHI); age 73; Class I Director since 2019 elected by Preferred Stock holders; current term expires in 2025 . Legal background includes Of Counsel at Sullivan & Cromwell LLP since 2019 (Partner 1983–2018) and board/governance roles in industry groups . He serves on boards across the Pioneer funds complex (46 U.S. registered funds overseen by Amundi US) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sullivan & Cromwell LLP | Partner; later Of Counsel | Partner 1983–2018; Of Counsel 2019–present | Counsel to Independent Directors across Pioneer Funds; firm paid $404,966 (2022) and $660,871 (2023) by Pioneer Funds (potential COI) |
| The Lakeville Journal Company, LLC (private) | Chairman | 2015–2021 | Community newspaper governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Directors Council (IDC) | Member, Governing Council & Policy Steering Committee | Since 2021 | Industry governance body |
Board Governance
- Independence: Independent Director; board has ≥75% independent directors; independent chair (Thomas J. Perna) .
- Tenure on MHI: Class I Director since 2019; elected by Preferred Stock holders; term expires 2025 .
- Attendance: Board held 8 meetings in the most recent fiscal year; all directors and committee members attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent Directors regularly meet without management and are advised by independent legal counsel .
| Committee | Role | Members (selected) | Meetings (FY most recent) |
|---|---|---|---|
| Governance & Nominating | Chair | John E. Baumgardner (Chair), Diane Durnin, Thomas J. Perna | 6 (MHI), 5 (MAV), 6 (MIO) |
| Policy Administration | Member | Thomas J. Perna (Chair), John E. Baumgardner, Diane Durnin | 4 (each fund) |
| Independent Directors Committee | Member | All Independent Directors; Chair: Thomas J. Perna | 6 (each fund) |
| Audit | Not a member | Members: Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak; Chair: Fred J. Ricciardi | 8 (each fund) |
Fixed Compensation
- Structure: Independent Directors set compensation annually; funds < $250mm pay $1,000 per Independent Director; fees for funds > $250mm allocated based on net assets; Interested Directors receive $500 per fund (or $200 for funds ≤$50mm), reimbursed by Amundi US .
- No pensions/retirement benefits accrued as fund expenses .
| Pay Element | MHI ($) | MAV ($) | MIO ($) | Total from Pioneer Funds |
|---|---|---|---|---|
| Director Fees (most recent fiscal year) | 1,565.31 | 1,609.95 | 1,000.00 | 312,100.00 |
Performance Compensation
| Component | Terms | Notes |
|---|---|---|
| Bonus | None disclosed | Compensation is fee-based; no bonus reported |
| Equity awards (RSUs/PSUs/Options) | None disclosed | No director equity award programs disclosed for these funds |
| Performance metrics | None disclosed | No TSR/EBITDA/ESG metrics tied to director comp |
| Pension/SERP | None | No director pension/retirement accruals |
| Clawbacks/COC/Severance | Not applicable | Not applicable to independent directors; no disclosures |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Pioneer Funds complex (46 U.S. funds) | Registered funds | Director across funds | Aligns with fund complex; not a third-party corporate interlock |
| The Lakeville Journal Company, LLC | Private company | Chairman (2015–2021) | No supplier/customer link to MHI disclosed |
Expertise & Qualifications
- Senior legal expertise from Sullivan & Cromwell (partner 35 years; Of Counsel since 2019) .
- Governance leadership as Chair of Governance & Nominating Committee; member of Policy Administration and Independent Directors committees .
- Industry engagement via IDC Governing Council and Policy Steering Committee .
Equity Ownership
- Dollar range of holdings in MHI, MAV, MIO: $0 in each; aggregate dollar range across all Pioneer Funds overseen: Over $100,000 .
- Directors, nominees, and executive officers (aggregate) owned less than 1% of outstanding shares of each fund as of December 31, 2023 .
| Fund | Dollar Range Held by John E. Baumgardner |
|---|---|
| MHI | $0 |
| MAV | $0 |
| MIO | $0 |
| Aggregate across Pioneer Funds overseen | Over $100,000 |
Insider Trades
| Date | Security | Transaction | Shares/Value | Source |
|---|---|---|---|---|
| Not disclosed in proxy | MHI | N/A | N/A | The 2024 proxy does not list Form 4 transactions; check SEC filings for Form 4 if needed |
Governance Assessment
- Strengths: Independent status; committee leadership; attendance ≥75%; independent chair; regular independent sessions with independent legal counsel .
- Potential conflicts: Of Counsel to Sullivan & Cromwell LLP, which received $404,966 (2022) and $660,871 (2023) from Pioneer Funds for independent directors’ counsel—disclosed as a material relationship and mitigated by role serving Independent Directors; nonetheless, investors may scrutinize independence .
- Representation nuance: Elected by Preferred Stock holders only, which may tilt representation toward preferred interests; board structure explicitly designates two directors elected by preferred holders .
- Compensation signal: De minimis per-fund fees at closed-end fund level but high aggregate compensation from the fund complex ($312,100) underscores reliance on the complex; no performance-based pay or ownership in MHI itself, reducing direct alignment with MHI common stockholders .
Context: The 2024 proxy notes prior activist engagement (Saba Capital) and board continuity through staggered terms; independent committee oversight includes risk, audit, and governance with regular meeting cadence .