John M. Perlowski
President and Chief Executive Officer at BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND
CEO
Executive
Board
About John M. Perlowski
Trustee, President and Chief Executive Officer of BlackRock MuniYield Pennsylvania Quality Fund (MPA). Year of birth: 1964. Trustee/Director since 2014; President & CEO since 2011. Managing Director of BlackRock, Inc. since 2009 and Head of BlackRock Global Accounting and Product Services since 2009 . The Fund’s proxies do not disclose TSR, revenue, or EBITDA performance metrics for evaluating his pay; executive officers (other than the CCO) receive no compensation from the Fund, so pay-for-performance is not set or reported at the Fund level .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director; Head of Global Accounting and Product Services | Since 2009 | Deep operating/controls oversight of fund administration; brings BlackRock platform experience to Fund governance . |
| Goldman Sachs Asset Management | Managing Director and COO, Global Product Group | Not disclosed | Cross-firm operating and product management experience applied to fund oversight . |
| Goldman Sachs Mutual Funds / Goldman Sachs Offshore Funds | Treasurer and SVP; Director | Not disclosed | Direct fund operations and fiduciary experience enhances executive and Board roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BlackRock Multi-Asset Complex | Board member | Not disclosed | Serves on boards across complexes in addition to the BlackRock Fixed-Income Complex . |
| BlackRock Credit Strategies Fund; BlackRock Private Investments Fund | Trustee | Not disclosed | Additional fund board responsibilities disclosed in biographical notes . |
| Family Resource Network (charitable foundation) | Advisory Director | Since 2009 | Community/non-profit engagement alongside BlackRock roles . |
Fixed Compensation
Executive officers (other than the CCO) “receive no compensation from the Fund.” Messrs. Perlowski and Fairbairn also “serve without compensation from the Fund because of their affiliation with BlackRock, Inc. and the Advisor” .
| Year | Base salary (Fund-paid) | Target bonus % (Fund) | Actual bonus (Fund) | Notes |
|---|---|---|---|---|
| FY 2023–FY 2025 | Not paid by Fund | Not paid by Fund | Not paid by Fund | Compensation is determined by BlackRock, not disclosed in MPA proxy . |
Performance Compensation
The Fund does not grant equity/option awards to its executive officers; there is no compensation committee because officers (other than the CCO) are not compensated by the Fund .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no Fund-level executive incentive plan) | — | — | — | — | — . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership in MPA (Common) | 0 shares; Aggregate dollar range: None (as of Feb 28, 2025) . |
| Ownership as % of shares outstanding | Not disclosed for individual; all directors/executive officers as a group owned <1% (as of Apr 30, 2025) . |
| Vested vs. unvested equity; options (exercisable/unexercisable) | Not applicable at Fund level (no Fund equity awards to officers) . |
| Shares pledged/hedged | Not disclosed . |
| Ownership guidelines (director/executive) | Not disclosed for executives who are “interested persons”; independent directors may defer fees into fund share equivalents (not applicable to Perlowski) . |
Employment Terms
| Term | Disclosure / Economics |
|---|---|
| Employment agreement; term; auto-renewal | Not a Fund obligation; executive officers are BlackRock employees; no Fund-level employment contract disclosed . |
| Severance; change-of-control; single/double trigger; acceleration | Not disclosed at the Fund level; no Fund compensation to executive officers (other than CCO) . |
| Clawbacks; non-compete; non-solicit; garden leave | Not disclosed at the Fund level . |
| Section 16(a) reporting | “Delinquent Section 16(a) Reports: None to report” . |
Board Governance
- Status/independence: Perlowski is an “interested person” of the Fund due to his positions with BlackRock, Inc. and affiliates; he is a Trustee and the Fund’s President & CEO .
- Board structure: 10 Board Members, 8 Independent; Chair of the Board is Independent and separate from the CEO; all standing committee Chairs are Independent .
- Committees: Audit; Governance; Compliance; Performance Oversight; Executive; ad hoc Discount Sub-Committee (Independent members) .
- Committee roles: Perlowski’s experience “enhances his service as a member of the Executive Committee” .
- Meetings/attendance: 10 Board meetings in calendar 2024; 12 meetings in the most recent full fiscal year ended July 31, 2024; no incumbent director below 75% attendance .
Director Compensation (context; not paid to Perlowski)
- Independent Board Member annual retainer: $370,000; Board Chair +$140,000; Vice Chair +$84,000; Committee Chair retainers: Audit $55,000; Performance Oversight $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000; Committee member retainers: Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000. Maximum 50% of compensation may be deferred into fund share equivalents. The Fund pays a pro-rata share across the Fixed-Income Complex. Perlowski (Interested Trustee) receives no compensation from the Fund .
- Example FY fund-level payments to Independent Board Members (MPA share): total $11,300 across named Independents; Perlowski and Fairbairn: $0 from the Fund .
Performance & Track Record
- Board risk oversight framework and independent counsel engaged to assist Independent Board Members; day-to-day risk managed by the Advisor, subject to Board oversight .
- 2025 reorganization process across multiple BlackRock municipal funds: shareholder materials signed by John M. Perlowski as President and Chief Executive Officer of the Funds; proposals intended to achieve operating efficiencies and scale while maintaining shareholder protections (context on strategic activity under his tenure) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: primary voting item was election of Board Member nominees; no “say-on-pay” proposal is presented in the Fund’s proxy; the Fund does not maintain an executive compensation program (other than for the CCO) and has no compensation committee for executives .
Compensation Structure Analysis (signals)
- No Fund-paid cash or equity compensation to executive officers (other than CCO); therefore, no Fund-linked bonus metrics, PSUs/RSUs/options, vesting schedules, or clawbacks are disclosed for Perlowski at the Fund level, limiting pay-for-performance evaluation within MPA itself .
- Any compensation alignment, severance, or retention incentives for Perlowski would be determined by BlackRock, Inc., not disclosed in the MPA proxy .
Risk Indicators & Red Flags
- Section 16(a) compliance: no delinquent filings reported .
- Pledging/hedging by Perlowski: not disclosed in the proxy .
- Related-party transactions affecting independence: disclosures emphasize “interested person” status due to BlackRock affiliation; Independent Board Member interests in BlackRock or affiliates reported as none (does not apply to Perlowski as an Interested Trustee) .
Compensation Peer Group (Benchmarking)
- Not applicable at the Fund level; no executive compensation program to benchmark (Independent Director compensation levels disclosed above) .
Equity Ownership & Alignment (detail table)
| Item | 2025 |
|---|---|
| John M. Perlowski – MPA common shares | 0 |
| Aggregate dollar range in MPA | None |
| Aggregate dollar range in family of investment companies (common + equivalents) | Over $100,000 (family-level) |
| Group ownership (all directors/officers) | <1% of outstanding shares (as of Apr 30, 2025) |
Employment Terms (detail table)
| Provision | Status at Fund level |
|---|---|
| Employment agreement | Not disclosed; executive officers are BlackRock employees; Fund does not pay executives (other than CCO) . |
| Severance / change-of-control | Not disclosed at the Fund; no Fund-paid executive compensation . |
| Clawbacks / non-compete / non-solicit | Not disclosed at the Fund . |
Investment Implications
- Alignment and insider-sell pressure: With no Fund-level equity grants, options, or bonuses, there is no Fund-driven vesting/sale overhang for Perlowski; he reports zero common shares of MPA, reducing direct alignment via Fund equity but also eliminating Fund-specific selling pressure signals .
- Governance checks on dual roles: He is an Interested Trustee and the Fund’s CEO, but the Board Chair and all committee Chairs are Independent, with Independent-majority board and established committee oversight, mitigating typical dual-role concerns (e.g., CEO/Chair) .
- Retention risk and compensation alignment reside at BlackRock: Key incentives, severance, and clawbacks (if any) are set by BlackRock, not by the Fund—limiting visibility for Fund investors into Perlowski’s pay-for-performance but also insulating the Fund from direct compensation liabilities .
- Process discipline: Board meeting cadence, attendance compliance, and active committee structure support oversight quality; recent multi-fund reorganization work signed by Perlowski underscores execution on structural scale/efficiency initiatives, though not tied to disclosed executive incentive metrics at the Fund level .