Cynthia L. Egan
About Cynthia L. Egan
Cynthia L. Egan (born 1955) is an Independent Director of MIY, serving since 2016, with a career spanning senior roles in retirement services and asset management, including Advisor to the U.S. Department of the Treasury (2014–2015), President of Retirement Plan Services at T. Rowe Price (2007–2012), and executive positions at Fidelity Investments (1989–2007) . She oversees 70 BlackRock-advised registered investment companies consisting of 105 portfolios, indicating deep fund governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Advisor | 2014–2015 | Policy advisory experience |
| T. Rowe Price Group, Inc. | President, Retirement Plan Services | 2007–2012 | Led retirement business; operational and client alignment experience |
| Fidelity Investments | Executive positions | 1989–2007 | Asset management leadership; risk and operations exposure |
External Roles
| Company | Role | Notes |
|---|---|---|
| Unum | Director | Insurance sector; external board experience |
| The Hanover Insurance Group | Board Chair | Chair role; governance leadership |
| Huntsman Corporation | Lead Independent Director; non-Executive Vice Chair | Chemicals sector; senior independent oversight |
Board Governance
- Independent status: MIY’s Board includes eight Independent Board Members; Egan serves as an Independent Director since 2016 .
- Board leadership: R. Glenn Hubbard is Chair and W. Carl Kester is Vice Chair, providing structured independent leadership .
- Independent infrastructure: Independent Board Members retain separate counsel (Stradley Ronon Stevens & Young), and funds use Deloitte & Touche LLP as the independent registered public accounting firm, supporting oversight quality .
- Activism context: MIY entered standstill agreements with Karpus (effective until May 3, 2027 or 10 days before the 2027 record date) and Saba (effective until the day after the 2027 annual meeting or August 31, 2027), requiring votes aligned with Board recommendations—this reduces proxy contest risk but can signal entrenchment concerns .
- Governance provisions: Under Maryland law, MIY’s bylaws elect provisions allowing the Board to fill vacancies by majority vote of remaining directors, even without a quorum, which can enhance continuity but may limit shareholder influence over Board composition .
Other Directorships & Interlocks
| External Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Unum | Insurance | Director | Limited direct overlap with MIY municipal bond focus; monitor for any insurance-related counterparties in portfolios |
| The Hanover Insurance Group | Insurance | Board Chair | Governance leadership; monitor for any fund service/provider ties |
| Huntsman Corporation | Chemicals | Lead Independent Director; non-Executive Vice Chair | Industrial exposure; low direct linkage to MIY operations |
Expertise & Qualifications
- Fund complex oversight: Oversees 70 RICs with 105 portfolios, reflecting broad multi-fund governance experience .
- Retirement and asset management credentials: Senior leadership at T. Rowe Price and Fidelity signal deep operational, investment, and client governance expertise .
- Additional fund trusteeships: Also trustee of BlackRock Credit Strategies Fund and BlackRock Private Investments Fund (cross-complex governance exposure) .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| MIY aggregate dollar range of common shares held (Egan) | None | December 31, 2024 |
| Aggregate dollar range in Supervised Funds (Egan) | Over $100,000 (includes share equivalents under the deferred compensation plan for certain Independent Board Members) | December 31, 2024 |
Note: The footnote indicates some Independent Board Members may hold share equivalents via deferred compensation in Supervised Funds; it does not state that Egan specifically elected deferrals .
Governance Assessment
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Positives:
- Independent director since 2016 with extensive fund governance and asset management leadership, plus independent counsel and Big Four auditing supporting oversight rigor .
- External leadership roles (Board Chair and Lead Independent Director) indicate strong governance capabilities and experience with board dynamics .
- No beneficial ownership by Independent Board Members or immediate family in BlackRock or affiliates reduces related-party conflicts risk .
-
Watch items / RED FLAGS:
- Zero MIY share ownership by Egan as of December 31, 2024 suggests limited direct alignment with MIY’s common shareholders; consider broader complex-level alignment vs. fund-specific exposure .
- Standstill agreements with activists (Karpus and Saba) require votes in line with Board recommendations, which may suppress dissent and investor influence during the term—monitor for responsiveness to shareholder feedback despite standstill constraints .
- Maryland bylaw election enabling Board-filled vacancies can contribute to director entrenchment risk; evaluate refreshment practices and tenure balance on the Board .
Not disclosed in excerpts: committee assignments (Audit, Governance/Nominating, Compensation), attendance, director cash/equity compensation details, ownership guideline compliance, hedging/pledging policies, and any related-party transactions. Findings are based strictly on available DEF 14A content returned above .