Cynthia L. Egan
About Cynthia L. Egan
Independent Trustee of BlackRock MuniYield Pennsylvania Quality Fund (MPA) since 2016; year of birth 1955. Background includes President, Retirement Plan Services at T. Rowe Price (2007–2012), senior executive roles at Fidelity Investments (1989–2007), and advisor to the U.S. Department of the Treasury (2014–2015); began career at the Federal Reserve Board and Federal Reserve Bank of New York . Eight of ten board members are independent; the Board Chair is independent (R. Glenn Hubbard) and the Vice Chair is independent (W. Carl Kester) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Advisor | 2014–2015 | Advisor on domestic retirement security |
| T. Rowe Price Group, Inc. | President, Retirement Plan Services | 2007–2012 | Led retirement services; broad investment company knowledge |
| Fidelity Investments | Senior executive roles (incl. EVP FMR Co.; President Fidelity Institutional Services; President Fidelity Charitable Gift Fund) | 1989–2007 | Diverse operating leadership across investment services |
| Federal Reserve Board; FRB New York | Early career | Not disclosed | Public policy and financial system exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unum Group | Director | Not disclosed | Public company board experience (insurance) |
| The Hanover Insurance Group | Board Chair | Not disclosed | Board leadership (property & casualty insurance) |
| Huntsman Corporation | Lead Independent Director and Non‑Executive Vice Chair | Not disclosed | Governance leadership (chemical products) |
Board Governance
- Committee assignments: Chair of Compliance Committee; member of Governance Committee, Performance Oversight Committee, Discount Committee, and Securities Lending Committee .
- Independence and structure: 8/10 trustees are independent; independent chair of the Board and of each committee; independent trustees meet regularly in executive session .
- Attendance: In calendar 2024 the Board met 10 times; in fiscal year ended Jul 31, 2024 it met 12 times; no incumbent trustee attended less than 75% of Board and committee meetings in the most recent fiscal year .
- Committee meeting cadence (FY ended Jul 31, 2024): see table below .
| Committee | Meetings (FY ended Jul 31, 2024) |
|---|---|
| Audit | 8 |
| Governance | 6 |
| Compliance | 4 |
| Performance Oversight | 4 |
| Discount | 1 |
| Securities Lending | 2 |
| Executive | 1 |
- Shareholder environment: Saba Capital beneficially owned 14.73% of MPA common shares as of Apr 30, 2025; Board and advisor entered standstill agreements with Karpus (effective until 2027) and Saba (effective until 2027) to manage activism .
- Conflicts: As of Apr 30, 2025, none of the independent trustees nor their immediate family members had any interest in BlackRock or affiliates . Delinquent Section 16(a) reports: none .
Fixed Compensation
Director compensation for BlackRock Fixed‑Income Complex funds is cash retainer‑based with committee premia; MPA pays a pro‑rata portion quarterly based on relative net assets .
| Component | Amount (USD) | Notes |
|---|---|---|
| Independent Trustee annual retainer | $370,000 | Paid across BlackRock Fixed‑Income Complex; pro‑rated to funds |
| Board Chair additional retainer | $140,000 | 2025 schedule |
| Board Vice Chair additional retainer | $84,000 | 2025 schedule |
| Audit Committee Chair | $55,000 | 2025 schedule |
| Performance Oversight Chair | $42,500 | 2025 schedule |
| Compliance Chair | $50,000 | 2025 schedule |
| Governance Chair | $42,500 | 2025 schedule |
| Discount Chair | $25,000 | 2025 schedule |
| Securities Lending Chair | $20,000 | 2025 schedule |
| Audit Committee Member | $30,000 | 2025 schedule |
| Compliance Committee Member | $25,000 | 2025 schedule |
| Governance Committee Member | $25,000 | 2025 schedule |
| Discount Committee Member | $20,000 | 2025 schedule |
| Securities Lending Committee Member | $15,000 | 2025 schedule |
| Egan – compensation from MPA (FY ended Jul 31) | $1,508 | Fund pro‑rata share |
| Egan – total from all BlackRock‑advised funds (CY2024) | $655,000 | Aggregate across Fixed‑Income Complex |
Performance Compensation
- Deferred compensation plan: Independent trustees may defer up to 50% of compensation; deferred amounts earn a return as though invested in selected BlackRock Fixed‑Income Complex funds; plan is unfunded and represents unsecured claims on fund assets .
- Egan participation: Did not participate in the deferred compensation plan as of Dec 31, 2024 .
| Metric | Plan Feature | Egan Status |
|---|---|---|
| Max deferral % | 50% of total comp | 0% deferred (did not participate) |
| Return basis | As though invested in designated funds | Not applicable |
| Funding | Unfunded; unsecured claim on fund assets | Not applicable |
No stock options, RSUs/PSUs, vesting schedules, clawbacks, or change‑of‑control provisions are disclosed for directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Unum Group | Insurance | Director | None disclosed; independent trustees/families have no interests in BlackRock/affiliates |
| The Hanover Insurance Group | Property & Casualty Insurance | Board Chair | None disclosed |
| Huntsman Corporation | Chemicals | Lead Independent Director; Non‑Executive Vice Chair | None disclosed |
Expertise & Qualifications
- Retirement and investment company leadership (T. Rowe Price and Fidelity); advisory expertise on domestic retirement security for U.S. Treasury; early Federal Reserve experience .
- Governance specialization: Chair of Compliance Committee; service on Governance, Performance Oversight, Discount, and Securities Lending committees; independence from advisor emphasized .
Equity Ownership
| Holder | Common Shares (MPA) | Dollar Range in MPA | Dollar Range in All Funds Overseen | Share Equivalents (Deferred Plan) |
|---|---|---|---|---|
| Cynthia L. Egan | 0 | None | Over $100,000 | Not participating as of Feb 28, 2025 |
As of Apr 30, 2025, all trustees and officers as a group owned less than 1% of MPA, and the CFO owned 0 shares .
Governance Assessment
- Strengths: Deep retirement and investment operations background; independent leadership as Compliance Committee Chair; extensive committee engagement; independent Board structure with regular executive sessions; strong meeting attendance (>75%) across Board/committees .
- Ownership alignment: Egan held no MPA shares as of Feb 28, 2025, and did not use the deferred plan—potential alignment gap; however, Governance Committee reviews policies on fund share ownership by independent trustees .
- Conflicts/related‑party: No interests in BlackRock/affiliates for independent trustees or immediate families; no delinquent Section 16(a) reports—low regulatory risk signal .
- Shareholder environment: Activist presence (Saba 14.73% common) and Board/advisor standstills with Karpus and Saba indicate active governance engagement and discount management; Board recommended fund reorganizations in 2H25 to drive scale/efficiencies, reflecting responsiveness to expense and trading dynamics .
RED FLAGS
- Zero direct ownership in MPA (None dollar range) may be viewed as a modest alignment concern for some investors .
- Persistent discount risk management required; Discount Committee met once in FY, suggesting ongoing monitoring but limited formal sessions; activism necessitated standstill agreements .