W. Carl Kester
About W. Carl Kester
W. Carl Kester (born 1951) is Vice Chair of the Board and an Independent Board Member of MPA, serving since 2007; he first joined legacy MLIM/BlackRock fund boards in 1995 . He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus at Harvard Business School, with prior roles as Deputy Dean for Academic Affairs (2006–2010), Finance Unit Chair (2005–2006), and Senior Associate Dean/MBA Program Chair (1999–2005), underscoring deep expertise in corporate finance and governance . Independence is explicitly affirmed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Baker Foundation Professor; George Fisher Baker Jr. Professor (Emeritus) | 2022–present | Academic leadership in finance/governance |
| Harvard Business School | George Fisher Baker Jr. Professor | 2008–2022 | Authored/edited finance governance case studies |
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Senior academic governance leadership |
| Harvard Business School | Finance Unit Chair | 2005–2006 | Led finance faculty/unit governance |
| Harvard Business School | Senior Associate Dean & MBA Program Chair | 1999–2005 | Program governance and curriculum oversight |
| Harvard Business School | Faculty Member | 1981–present | Corporate finance/governance scholarship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Credit Strategies Fund | Trustee | Not disclosed; current per proxy complex note | Board oversight within Fixed-Income Complex |
| BlackRock Private Investments Fund | Trustee | Not disclosed; current per proxy complex note | Board oversight within Fixed-Income Complex |
| Public Company Directorships | None | — | No public company board service disclosed |
Board Governance
- Board leadership: Vice Chair of the Board (Independent) .
- Committee memberships and chair roles:
- Governance Committee: Chair
- Executive Committee: Member
- Compliance Committee: Member
- Performance Oversight Committee: Member
- Discount Committee: Member
- Securities Lending Committee: Member
- Audit Committee: Not a member; committee chaired by Catherine A. Lynch
- Independence and executive sessions: Independent Chair and all committee chairs are Independent; Independent Board Members meet regularly outside management .
- Attendance: In calendar 2024 the Board met 10 times; in fiscal year ended July 31, 2024 it met 12 times. No incumbent Board Member attended less than 75% of Board and committee meetings during the most recent fiscal year .
Committee Meeting Frequency (most recent fiscal year)
| Metric | Count |
|---|---|
| Audit Committee Meetings | 8 |
| Governance Committee Meetings | 6 |
| Compliance Committee Meetings | 4 |
| Performance Oversight Committee Meetings | 4 |
| Discount Committee Meetings | 1 |
| Securities Lending Committee Meetings | 2 |
| Executive Committee Meetings | 1 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Board Member annual retainer | $370,000 | Paid across BlackRock-advised funds, pro rata to each fund |
| Vice Chair additional retainer | $84,000 | Increased effective Jan 1, 2024 from $60,000 |
| Chair of Board additional retainer | $140,000 | Increased effective Jan 1, 2024 from $100,000 |
| Committee Chair retainers | Audit $55,000; Performance $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000 | Annual retainers by committee |
| Committee member retainers | Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000 | Annual retainers by committee |
| MPA fund-level compensation paid to Kester | $1,672 | Fund fiscal year ended July 31; pro rata share |
| Total compensation from all BlackRock-advised funds (calendar 2024) | $746,500 | Kester aggregate; includes deferrals |
| Deferred compensation balance (as of Dec 31, 2024) | $2,155,608 | Accrued under complex deferred compensation plan |
| Deferred amount (calendar 2024) | $58,641 | Amount Kester deferred in 2024 |
| Deferred compensation plan terms | Up to 50% may be deferred; return tracks selected fund share equivalents; unfunded obligation | Plan mechanics and structure |
Performance Compensation
Directors are paid fixed cash retainers and committee fees; no equity grants, options, or disclosed performance-based metrics tied to compensation. The complex offers an optional unfunded deferred compensation plan that tracks fund share-equivalent returns but is not a performance award and does not vest based on KPIs .
| Performance-linked element | Disclosure |
|---|---|
| Bonus targets/actuals | Not disclosed/applicable for directors |
| Stock awards (RSUs/PSUs) | Not disclosed/applicable for directors |
| Options (strike/vesting) | Not disclosed/applicable for directors |
| Compensation KPIs (TSR, revenue, EBITDA, ESG) | None disclosed for directors |
| Clawback/change-in-control provisions | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Fund | Role | Potential Interlock/Conflict |
|---|---|---|
| BlackRock Credit Strategies Fund | Trustee | Part of BlackRock Fixed-Income Complex; standard complex-level overlap |
| BlackRock Private Investments Fund | Trustee | Part of BlackRock Fixed-Income Complex; standard complex-level overlap |
| Public companies | None | No public company boards disclosed |
Expertise & Qualifications
- Corporate finance and governance scholar with decades at Harvard Business School; authored/edited widely used finance case studies .
- Long-standing service across BlackRock Fixed-Income Complex funds (68 RICs/102 portfolios overseen), providing deep understanding of fund operations and regulation .
- Independent status enhances role effectiveness as Vice Chair and Governance Committee Chair .
Equity Ownership
| Holding Category | Kester Position |
|---|---|
| Aggregate Dollar Range of Common Shares in MPA | None |
| Aggregate Dollar Range of Common Shares in MQY (Acquiring Fund in complex) | $1–$10,000 |
| Aggregate Dollar Range of Common Shares in Supervised Funds (complex-wide) | Over $100,000 |
| Officers/Board Members as a group ownership (MPA) | <1% of outstanding common shares |
| 5%+ beneficial owners of MPA (reference) | Wells Fargo & Company: 670,599 shares (5.20%) |
- Related-party and affiliate holdings: As of July 31, 2025, no Independent Board Member or immediate family beneficially owned securities of BlackRock or its affiliates/underwriters; no material interest in transactions over the last two calendar years involving the Fund or BlackRock/affiliates .
Governance Assessment
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Strengths:
- Independent Vice Chair with deep governance expertise and broad complex oversight; chairs Governance Committee and serves on several key committees (Executive, Compliance, Performance, Discount, Securities Lending), signaling high engagement and board effectiveness .
- Attendance robust: no incumbent director fell below 75% attendance; active committee cadence supports oversight (e.g., 8 Audit; 6 Governance meetings) .
- No related-party transactions or affiliate security ownership by Independent Board Members; independence protections and executive sessions are in place .
-
Watch items / potential red flags:
- Direct ownership in MPA disclosed as “None,” which may suggest limited direct alignment at the fund-level despite “Over $100,000” aggregate in supervised funds; typical for complex-wide boards but still a monitoring point for investor alignment .
- Compensation step-up: Vice Chair and Chair retainers increased effective Jan 1, 2024 (Vice Chair from $60,000 to $84,000; Chair from $100,000 to $140,000), and substantial aggregate complex compensation ($746,500) could be scrutinized for pay inflation absent performance linkage, though director roles are oversight-focused and complex-wide .
- No performance-based compensation features disclosed (no KPIs, RSUs/PSUs/options), aligning with fund governance norms but offering limited pay-for-performance signals .
Overall, Kester’s profile indicates high governance competency and independence, broad committee involvement, and strong attendance. Alignment is primarily through service and oversight rather than fund-level equity stakes, consistent with closed-end fund governance structures .