Thomas Perna

About Thomas J. Perna

Thomas J. Perna (age 73) is the Independent Chair of the Board for Pioneer Municipal High Income Fund, Inc. (MHI), serving as a Class III Director since 2006; he also serves on related Pioneer municipal funds and has been a private investor (2004–2008, and 2013–present). His prior roles include Chairman (2008–2013) and CEO (2008–2012) of Quadriserv, Inc., and Senior Executive Vice President at The Bank of New York (1986–2004). He is nominated for re‑election to staggered board terms and holds significant governance responsibilities across the funds complex .

Past Roles

External Roles

Board Governance

• Independence and leadership: Perna is the Independent Chair of the Board; Independent Directors constitute at least 75% of the Board and meet regularly without management, supported by independent counsel .
• Committee assignments:
  — Independent Directors Committee: Chair (members: Baumgardner, Durnin, Friedman, MacKay, Monchak, Perna, Ricciardi) .
  — Policy Administration Committee: Chair (members: Baumgardner, Durnin) .
  — Governance & Nominating Committee: Member .
  — Audit Committee: Perna is not a voting member; he serves as a non‑voting, ex‑officio member after Valuation was combined with Audit (Jan 22, 2024) .
• Meeting cadence and attendance: In the most recent fiscal year, MHI held 8 Board meetings, and all Directors/committee members attended at least 75% of Board and applicable committee meetings .

• Independence status: Perna is disclosed and nominated as an Independent Director; he serves as Independent Chair across Pioneer municipal funds .

Fixed Compensation

• Structure: Independent Directors set their compensation annually; funds with assets < $250mm pay $1,000 per Independent Director; remaining Independent Director compensation is allocated to funds > $250mm based on net assets. Interested Directors receive smaller per‑fund fees reimbursed by the adviser. No pensions or salaries are paid by funds to executive officers; the adviser pays executive officers .

Performance Compensation

• None disclosed for independent directors; compensation is fee‑based (cash), allocated by fund size. No equity awards, options, or performance‑metric-linked compensation is disclosed for Directors .

Other Directorships & Interlocks

• Current public company boards: None disclosed currently; former Director at Broadridge Financial Solutions, Inc. (2009–2023) .
• Potential interlock/conflict context: Broadridge is an investor communications provider; the funds disclose using EQ Fund Solutions as proxy solicitor, not Broadridge, in recent proxies, and no related‑party transactions are disclosed in the proxy regarding Perna’s prior Broadridge role .

Expertise & Qualifications

• Board’s rationale for nomination emphasizes Perna’s senior leadership in financial services (CEO/Chair roles in securities lending technology and senior executive roles at a major financial institution), his contributions as Independent Chair, and committee leadership (Independent Directors Committee and Policy Administration Committee) .
• Experience across closed‑end and open‑end funds within the Pioneer complex, including oversight of discount to NAV and closed‑end fund‑specific issues .

Equity Ownership

• Beneficial ownership: As of May 31, 2024, Perna held “Over $100,000” in Pioneer Municipal High Income Opportunities Fund (MIO) and $0 in MHI and MAV; aggregate Pioneer fund holdings “Over $100,000.” Appendix A reiterates beneficial ownership in MIO over $100,000 and no other participant holdings or trades .

• Insider trades: Between July 31, 2022 and July 31, 2024, no purchases or sales by participants, including Perna, in any fund securities were reported .

Governance Assessment

• Positives:
  — Strong independence and oversight: Independent Chair role, majority independent board, independent counsel support, and regular executive sessions enhance governance quality .
  — Active committee leadership: Perna chairs key committees overseeing independence matters and policy administration; robust committee meeting cadence indicates active oversight .
  — Attendance and engagement: Board and committees met frequently, with at least 75% attendance by all directors and committee members .

• Watch items and investor confidence signals:
  — Activism and advisory transition pressures: 2025 joint proxy details challenges with activist opposition, insufficient votes for new advisory agreement, and the Board’s unanimous recommendation to liquidate funds; governance judgments during adviser combination and interim arrangements are material for investors tracking board effectiveness under stress .
  — External affiliations: Prior Broadridge directorship may be perceived as a potential interlock in investor communications; however, recent proxies disclose EQ Fund Solutions as proxy solicitor and no related‑party transactions involving Perna are disclosed .
  — Alignment: Perna’s direct fund ownership appears concentrated in MIO (over $100k), with no holdings disclosed in MHI/MAV as of the reporting dates; stock ownership guidelines/pledging/hedging policies for directors are not disclosed in the proxy .

• RED FLAGS:
  — None directly disclosed for Perna (no related‑party transactions, no legal proceedings, and no reported hedging/pledging). The broader fund‑level activism and advisor transition/liquidation process is a systemic governance risk signal to monitor .

Notes and Sources

• 2024 DEF 14A (Aug 22, 2024): Director biographies, committee structures, compensation tables, ownership, attendance .
• 2025 DEF 14A (Jun 10, 2025): Special meeting and liquidation proposal context, board considerations under activist pressure and adviser transition .
• Proxy solicitor and meeting procedures: EQ Fund Solutions references .