Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (born 1965) serves as an Interested Board Member of BlackRock MuniYield Pennsylvania Quality Fund (MPA), on the Board since 2015. He is Vice Chairman of BlackRock, Inc., a member of BlackRock’s Global Executive and Global Operating Committees, and Co‑Chair of BlackRock’s Human Capital Committee; prior roles include Senior Managing Director and leadership of Retail and iShares, Global Client Group, and oversight of Strategic Partner and Strategic Product Management groups . He is classified as an “interested person” under the 1940 Act due to his BlackRock positions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman; Member of Global Executive and Operating Committees; Co‑Chair Human Capital Committee | Vice Chairman since 2019; senior leadership roles 2010–2019; Retail & iShares lead 2012–2016; Board of Managers, BlackRock Investments, LLC 2011–2018 | Executive leadership across product, distribution, and human capital |
| BlackRock (fund boards) | Board Member | Since 2015 (MPA) | Also serves as board member for funds in the BlackRock Multi‑Asset Complex |
External Roles
| Organization | Role | Period | Notes |
|---|---|---|---|
| Public company directorships (past 5 years) | None | — | No other public company boards disclosed for Fairbairn |
| BlackRock Multi‑Asset Complex | Board Member | Current | Cross‑complex board role noted |
Board Governance
- Independence status: Interested Board Member (not independent) under the 1940 Act due to BlackRock affiliation .
- Board structure: 10 members; 8 independent; all committee chairs are independent; Chair of the Board is independent; roles of Chair and CEO are separated .
- Committee memberships: Audit, Governance, and Securities Lending Committees list only independent members; Executive Committee comprises Hubbard (Chair), Kester, and Perlowski; Fairbairn is not listed on these committees .
- Attendance and engagement: Board met 12 times in FY ended July 31, 2024, and 10 times in calendar 2024; no incumbent Board Member attended less than 75% of aggregate Board and committee meetings in FY 2024 .
Committee Meeting Activity (Most Recent Fiscal Year)
| Ticker | Fiscal Year End | Audit Committee Meetings | Governance Committee Meetings | Compliance Committee Meetings | Performance Oversight Committee Meetings | Discount Committee Meetings | Securities Lending Committee Meetings | Executive Committee Meetings |
|---|---|---|---|---|---|---|---|---|
| MPA | 31‑Jul | 8 | 6 | 4 | 4 | 1 | 2 | 1 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Board Member annual retainer | $370,000 | Paid by BlackRock‑advised funds (including MPA); pro rata allocation by assets |
| Chair of the Board (additional) | $140,000 | Independent Chair premium |
| Vice Chair of the Board (additional) | $84,000 | Independent Vice Chair premium |
| Committee Chair retainers | Audit $55,000; Performance Oversight $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000 | Independent committee chairs only |
| Committee member retainers | Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000 | Independent committee members only |
| Deferred compensation | Up to 50% of Independent Board Member compensation may be deferred into fund share equivalents (unfunded, unsecured obligation) | Plan applies to independent members; earnings mirror selected funds |
Note: Compensation is disclosed for Independent Board Members. The proxy does not disclose cash compensation for Interested Board Members (such as Fairbairn) in this fund; committee chairs are independent by policy .
Performance Compensation
- No director PSUs/RSUs/options or performance‑linked director compensation disclosed; compensation for independent directors is cash retainers and optional deferred compensation into fund share equivalents .
- The fund does not have a compensation committee (officers are not compensated by the fund; CCO compensation overseen by Board) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| BlackRock, Inc. | Vice Chairman | Structural conflict: BlackRock is the Advisor; Interested status reflects affiliation |
| BlackRock Fund Complexes | Board roles across complexes | Cross‑complex oversight noted; no other public company boards for Fairbairn disclosed |
Expertise & Qualifications
- 30+ years in finance/asset management; senior executive roles across distribution, product, and human capital at BlackRock; global oversight experience .
- Brings practical executive leadership relevant to fund oversight; serves across BlackRock fund complexes .
Equity Ownership
| Name | Common Shares in MPA | Aggregate Dollar Range (MPA) | Aggregate Dollar Range in Family of Investment Companies | Aggregate Dollar Range of Common Shares and Share Equivalents in Family |
|---|---|---|---|---|
| Robert Fairbairn | 0 | None | Over $100,000 | Over $100,000 |
- As of April 30, 2025, all Board Members/executive officers as a group owned less than 1% of MPA’s outstanding shares .
- No Preferred Shares owned by Board Members; no pledging or hedging disclosures for Fairbairn; independent members and their immediate families had no interests in BlackRock or its affiliates as of July 31, 2025 (note: this statement applies to independent members) .
Insider Trades
| Person | Period Searched | Form 4 Transactions Found |
|---|---|---|
| Robert Fairbairn | 2024‑01‑01 to 2025‑12‑31 | None (no insider trades found for MPA) |
Governance Assessment
- Strengths: Independent board leadership and independent committee chairs; regular executive sessions; robust committee structure and meeting cadence; Board/committee attendance ≥75% in FY 2024 .
- Alignment concerns: Fairbairn holds zero MPA common shares; his economic exposure is across the broader family of investment companies via share equivalents, not directly to MPA .
- Conflicts: As Vice Chairman of BlackRock (the Investment Advisor), Fairbairn is an Interested Board Member, which is a structural conflict. The proxy explicitly outlines potential conflicts arising from Advisor/affiliates’ activities and notes the existence of policies and procedures to address them .
- Committee participation: Key oversight committees (Audit, Governance, Securities Lending) are independent‑only; Executive Committee membership does not include Fairbairn (Hubbard, Kester, Perlowski) .
- Shareholder dynamics: The fund disclosed standstill agreements with activist investors (Karpus in 2024 and Saba in 2025) requiring voting in line with Board recommendations through 2027—supportive of Board continuity but a potential governance sensitivity for investors monitoring responsiveness to shareholder input .
RED FLAGS
- Interested status with Advisor while on the fund Board—ongoing conflict risk; mitigated by independent leadership and policies but should be monitored .
- Zero direct ownership in MPA, reducing fund‑specific “skin in the game” .