Catherine A. Lynch
About Catherine A. Lynch
Independent director of BlackRock MuniHoldings California Quality Fund, Inc. (MUC) since 2016; year of birth 1961. Former CEO/CIO of the National Railroad Retirement Investment Trust (NRRIT), bringing institutional investment and fiduciary risk oversight experience; designated Audit Committee Financial Expert. Oversees 68 BlackRock‑advised registered investment companies (103 portfolios) across the Fixed‑Income Complex, signaling broad fund governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Railroad Retirement Investment Trust (NRRIT) | Chief Executive Officer; Chief Investment Officer; other roles | 2003–2016 | Led investment and governance for a large institutional pool; basis for “Audit Committee Financial Expert” designation |
| The George Washington University | Associate VP, Treasury Management | 1999–2003 | University treasury operations and liquidity oversight |
| Episcopal Church of America | Assistant Treasurer | 1995–1999 | Treasury and financial controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PennyMac Mortgage Investment Trust | Director | Past 5 years | Only public‑company directorship disclosed; potential interlock appears limited given MUC’s California municipal bond focus |
| BlackRock Credit Strategies Fund; BlackRock Private Investments Fund | Trustee | Current | Additional fund governance roles within the BlackRock complex |
Board Governance
| Area | Detail |
|---|---|
| Independence | Independent Board Member; not an “interested person” |
| Committees (roles) | Audit Committee – Chair; designated Audit Committee Financial Expert • Governance Committee – Member • Performance Oversight Committee – Member • Discount Committee – Chair • Securities Lending Committee – Chair |
| Board leadership | Chair: R. Glenn Hubbard; Vice Chair: W. Carl Kester (Lynch is not LID/Chair) |
| Engagement signals | Chairs Audit, Discount, and Securities Lending—key levers for financial reporting integrity, discount management, and collateral/risk oversight |
| Attendance | Director‑specific attendance not disclosed; committees met regularly during the fiscal year (committee charters and regular meeting cadence disclosed) |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base annual retainer (Independent Board Member) | $370,000 paid across the BlackRock Fixed‑Income Complex (pro rata by fund net assets) |
| Board Chair / Vice Chair adders | Chair +$140,000; Vice Chair +$84,000 (not applicable to Lynch) |
| Committee Chair retainers | Audit +$55,000 (Lynch) • Performance Oversight +$42,500 • Compliance +$50,000 • Governance +$42,500 • Discount +$25,000 (Lynch) • Securities Lending +$20,000 (Lynch) |
| Committee Member retainers | Audit $30,000 (members) • Compliance $25,000 • Governance $25,000 • Discount $20,000 • Securities Lending $15,000 (no member retainer specified for Performance Oversight) |
Director total compensation (all BlackRock‑advised funds)
| Metric | 2023 | 2024 |
|---|---|---|
| Total compensation (calendar year) | $530,000 | $695,000 |
| Amount deferred (within total) | $68,900 | $34,750 |
Notes: Fees are paid by all funds in the BlackRock Fixed‑Income Complex on a pro rata basis; MUC bears only its proportional share .
Performance Compensation
| Plan/Metric | Details |
|---|---|
| Deferred compensation plan | Up to 50% of total fees may be deferred; amounts notionally track selected funds in the BlackRock Fixed‑Income Complex (unfunded; general unsecured obligations) |
| Lynch deferred amounts | Deferred $68,900 (2023) and $34,750 (2024) |
| Deferred balance | $631,953 payable to Lynch as of Dec 31, 2024 (complex‑wide) |
| Performance metrics | No director‑specific incentive metrics (e.g., TSR/EBITDA) disclosed for MUC directors; director comp is retainer‑based with optional deferral |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict Assessment |
|---|---|---|
| PennyMac Mortgage Investment Trust | Outside public‑company board | No disclosed MUC related‑party transactions; strategy focus mismatch (MUC = CA municipal bonds) suggests low direct conflict risk |
| BlackRock affiliations | None—Independent Board Members and immediate families had no interests in BlackRock or its controlled entities as of April 30, 2025 | Reduces conflict risk with adviser/affiliates |
Expertise & Qualifications
| Credential | Evidence |
|---|---|
| Financial expertise | Audit Committee Financial Expert designation |
| Institutional investing | CEO/CIO of NRRIT (pension asset management) |
| Fund governance scale | Oversees 68 RICs/103 portfolios—breadth in fixed‑income fund oversight |
Equity Ownership
| Item | Status |
|---|---|
| MUC common shares owned (aggregate dollar range) | None as of Dec 31, 2024 |
| Group ownership | Directors and officers as a group owned <1% of shares as of July 31, 2025 |
| Pledging/hedging | Not disclosed; no interests in BlackRock or its affiliates for Independent Board Members as of Apr 30, 2025 |
| Preferred shares | VRDP holders are institutional; no director preferred holdings disclosed |
Governance Assessment
-
Strengths
- Chairs Audit Committee with “financial expert” designation; this is central to reporting integrity and auditor oversight .
- Leads Discount Committee during implementation of a discount management program adopted at the combined fund level, aligning with shareholder market‑price concerns .
- Independent, with no disclosed financial interests in BlackRock or affiliates; outside role at PennyMac appears non‑conflicting given MUC’s municipal‑bond mandate .
-
Watch‑items / RED FLAGS
- Low direct ownership in MUC (None as of 12/31/24) may limit “skin‑in‑the‑game,” though optional deferred comp provides some market‑linked exposure to BlackRock funds; consider investor preference for director share ownership in the specific fund .
- High aggregate board compensation across the complex ($695k in 2024) can raise optics risk if not matched by robust performance/discount outcomes, though fees reflect multi‑fund oversight and several chair roles .
-
Not disclosed
- Director‑specific attendance rates, equity ownership guidelines, hedging/pledging policies for directors, and any related‑party transactions specific to Lynch (none disclosed) .
Citations
- Board/biography, independence, roles, other directorship, funds overseen:
- Committee assignments and chair roles: Audit (Chair) and financial expert; Governance (Member); Performance Oversight (Member); Discount (Chair); Securities Lending (Chair):
- Compensation structure and amounts (retainers, member fees, deferral mechanics):
- Director compensation totals and deferrals (2023–2024) and deferred balance:
- Equity ownership (MUC: none) and group <1%:
- No independent director interests in adviser/affiliates:
- Discount management program context: