Robert Fairbairn

About Robert Fairbairn

Robert Fairbairn (born 1965) serves as a Director of MIY (BlackRock MuniYield Michigan Quality Fund, Inc.) since 2018 and is classified as an “interested person” due to his executive roles 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; his prior roles include Senior Managing Director (2010–2019), oversight of BlackRock’s Strategic Partner Program and Strategic Product Management Group (2012–2019), Board of Managers of BlackRock Investments, LLC (2011–2018), and Global Head of BlackRock’s Retail and iShares businesses (2012–2016) .

Past Roles

External Roles

Board Governance

• Board composition: 10 members; 8 are Independent Board Members; MIY is part of the BlackRock Fixed‑Income Complex overseen by the same board across multiple funds .
• Board leadership: R. Glenn Hubbard is Chair of the Board (since 2022) and W. Carl Kester is Vice Chair (since 2022) .
• Independence: Fairbairn is an “interested person” of each fund due to his BlackRock positions (i.e., not independent) .
• Term policy: Independent Directors serve until December 31 of the year they turn 75; interested directors serve until December 31 of the year they turn 72, unless otherwise provided; extensions can be case‑by‑case .
• Shareholder engagement: Communications can be directed to the Board via mail or email; audit concerns may be sent to the CCO or directly to the Chair of the Audit Committee; anonymous submissions permitted .
• Committee assignments and attendance: Specific committee memberships and 2024/2025 attendance rates are not disclosed in this proxy. The document references Audit and Governance Committees for communications but does not list member rosters .

Fixed Compensation

• Director cash retainers, committee fees, and meeting fees for MIY’s board are not disclosed in this proxy statement; no compensation schedule or amounts are provided .

Performance Compensation

• Equity or performance‑linked director compensation (e.g., RSUs/PSUs, options, performance metrics, vesting schedules), severance/CoC terms, clawbacks, or tax gross‑ups are not disclosed for directors in this proxy statement .

Other Directorships & Interlocks

• Public company boards (past 5 years): None (reduces external interlocks risk) .
• Adviser interlock: Fairbairn is a senior executive of BlackRock, the Investment Advisor to MIY and the other funds in the complex, making him an “interested” director and creating a direct linkage to the adviser’s management and compensation structures .

Expertise & Qualifications

• Senior operating experience leading major business lines (retail and iShares), enterprise‑level committee roles, and governance experience at BlackRock distribution entities and fund complexes .

Equity Ownership

Aggregate dollar ranges of common shares held by MIY board members (as of Dec 31, 2024):

Notes:

• “Supervised Funds” includes other funds overseen by the board across the BlackRock Fixed‑Income Complex; footnote notes inclusion of share equivalents under deferred comp plan for certain Independent Board Members, but Fairbairn is not classified as independent .

Governance Assessment

• Independence and conflicts: Fairbairn’s status as an “interested person” (BlackRock Vice Chairman) signals potential conflicts in adviser oversight and pay‑for‑performance alignment; however, the board has a majority of independent members and independent counsel, which partially mitigates governance risks .
• Alignment: No MIY/MYI/MVT/MVF common share ownership reported for Fairbairn; high aggregate “Supervised Funds” exposure may reflect broader fund complex alignment but not MIY specifically .
• Engagement and activism context: The board has entered standstill agreements with Saba Capital (effective through 2027, subject to conditions), and earlier with Karpus, indicating active engagement with shareholder activists across the complex; governance communications channels to Audit and Governance Committee leadership are established .
• Committee transparency: Membership rosters (e.g., Audit, Governance) are not disclosed in this proxy, limiting visibility into committee‑level oversight and Fairbairn’s specific committee roles; given his “interested” status, he would typically be excluded from the Audit Committee, but this proxy does not confirm roles .

RED FLAGS

• Non‑independence: “Interested person” classification due to BlackRock executive roles (adviser interlock), which can reduce perceived board independence and investor confidence in oversight of the advisor .
• Ownership alignment: No MIY share ownership reported by Fairbairn; lack of disclosed ownership guidelines and compliance status for directors in this proxy limits assessment of skin‑in‑the‑game .
• Committee opacity: Absence of disclosed committee assignments/attendance constrains evaluation of board effectiveness and director engagement .

Positive Signals

• Majority independent board with defined leadership and independent counsel supports governance robustness at the complex level .
• Formal shareholder communication and whistleblowing channels to Audit Committee enhance accountability .

Skipped items: Director compensation amounts/mix, performance metrics, vesting schedules, severance/CoC terms, clawbacks, tax gross‑ups, pledging/hedging disclosures, say‑on‑pay results, committee consultant disclosures, and meeting attendance rates—these are not disclosed in this proxy statement .