W. Carl Kester
About W. Carl Kester
W. Carl Kester (born 1951) is an Independent Board Member of MIY, serving as Vice Chair of the Board since 2022 and Director since 2007. He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus at Harvard Business School (since 2022) and has been on the HBS faculty since 1981, previously holding senior academic leadership roles. As a board member within BlackRock’s Fixed-Income Complex, he oversees 70 registered investment companies (105 portfolios). Public company directorships in the past five years: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Senior academic leadership (curriculum/governance oversight) |
| Harvard Business School | Chairman, Finance Unit | 2005–2006 | Led finance faculty and research direction |
| Harvard Business School | Senior Associate Dean & Chairman of the MBA Program | 1999–2005 | Ran MBA program (strategy, operations) |
| Harvard Business School | Faculty Member | Since 1981 | Professor; finance scholar/educator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock Credit Strategies Fund | Trustee | Current (footnote indicates also trustee) | Part of broader BlackRock fund complex |
| BlackRock Private Investments Fund | Trustee | Current (footnote indicates also trustee) | Part of broader BlackRock fund complex |
| Public company boards (last 5 years) | — | — | None |
Board Governance
- Independence and leadership: Kester is classified as an Independent Board Member and serves as Vice Chair of the Board; the Board comprises 10 members, 8 of whom are independent. The Board Chair is R. Glenn Hubbard (independent).
- Complex oversight: MIY is part of the BlackRock Fixed‑Income Complex; independent directors oversee other registered investment companies in the complex, indicating cross-fund governance responsibilities and workload.
- Committees: The proxy references an Audit Committee and a Governance Committee (e.g., shareholders may write to the Chair of the Audit Committee or Governance Committee), but it does not identify Kester’s specific committee assignments or chair roles.
- Shareholder/activism context: Each Fund (including MIY) entered a standstill agreement with Saba Capital Management, L.P. on January 20, 2025; during the term, Saba agreed to vote in line with the Board’s recommendations and observe customary standstill covenants through the 2027 annual meeting (or earlier termination).
Fixed Compensation
- Not disclosed in this special meeting proxy. There is no “Compensation of Directors” section in the table of contents of this document. Refer to annual proxy materials for director pay levels, retainers, and committee chair fees.
Performance Compensation
- Not disclosed in this special meeting proxy. No details on equity/deferred units, performance metrics, vesting schedules, or clawbacks are provided here; see annual proxy materials for specifics.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (past five years) |
| Other registered investment companies | Trustee of BlackRock Credit Strategies Fund and BlackRock Private Investments Fund |
| Potential interlocks/conflicts | No beneficial ownership of BlackRock or affiliates by Independent Board Members or immediate family; no material related-party transactions in the last two years involving each Fund, BlackRock, or affiliates. |
Expertise & Qualifications
- Finance and governance expertise: Senior finance academic leader at Harvard Business School (Deputy Dean, Finance Unit Chair, MBA Program Chair), indicating depth in corporate finance and governance.
- Independent leadership: Vice Chair role supports board effectiveness and independent oversight in the BlackRock Fixed‑Income Complex.
Equity Ownership
| Name | MIY (Common) | MVT (Common) | MVF (Common) | Acquiring Fund MYI (Common) | Aggregate Dollar Range in Supervised Funds |
|---|---|---|---|---|---|
| W. Carl Kester | None | None | None | None | Over $100,000 |
- Note: “Supervised Funds” includes other BlackRock Fixed‑Income Complex funds; amounts may include share equivalents under the deferred compensation plan for certain independent directors (participants not individually identified).
Governance Assessment
- Strengths/signals:
- Long-tenured independent director with vice chair responsibilities and deep finance governance expertise (HBS leadership roles).
- Board independence robust (8 of 10 independent); independent chair (Hubbard).
- No related-party transactions or advisor/affiliate securities ownership by independent directors (conflict risk mitigant).
- Alignment considerations:
- No direct common share holdings in MIY as of December 31, 2024; however, aggregate holdings across Supervised Funds exceed $100,000 (may reflect complex-level alignment and/or deferred compensation equivalents).
- Contextual risks:
- Recent standstill with an activist (Saba) through 2027 suggests elevated governance scrutiny and a negotiated détente; not specific to Kester individually but relevant to board dynamics and investor confidence.
RED FLAGS: None specific to Kester identified in this proxy (no related‑party transactions, no advisor/affiliate securities ownership, no disclosed attendance issues). Absence of MIY share ownership could be viewed as a modest alignment gap versus fund‑level ownership, partially offset by complex‑level “Supervised Funds” exposure.