Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (year of birth: 1965) serves on the Board of MUC and is designated an “Interested” Board Member under the 1940 Act due to his executive role at BlackRock, Inc. He has served on the Board since 2018 and is Vice Chairman of BlackRock, a member of BlackRock’s Global Operating Committee, and Co‑Chair of BlackRock’s Human Capital Committee . He oversees 94 BlackRock‑advised registered investment companies (RICs) comprising 269 portfolios within the BlackRock fund complexes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman; Member, Global Operating Committee; Co‑Chair, Human Capital Committee | Vice Chairman since 2019 | Senior executive leadership across firmwide operations and human capital |
| BlackRock, Inc. | Senior Managing Director; Oversaw Strategic Partner Program and Strategic Product Management Group | 2010–2019; SPP/SPMG 2012–2019 | Led strategic distribution and product management initiatives |
| BlackRock Investments, LLC | Member, Board of Managers | 2011–2018 | Governance of broker‑dealer affiliate |
| BlackRock | Global Head of Retail and iShares businesses | 2012–2016 | Led global retail and ETF businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships in past five years |
| BlackRock‑advised RICs | Fund Board Member/Oversight | Current | Oversees 94 RICs (269 portfolios) in BlackRock fund complexes |
| BlackRock Multi‑Asset Complex | Board member | Current | Serves as board member in another BlackRock fund complex |
Board Governance
- Independence status: Not independent. Classified as an “interested person” of the Funds based on his BlackRock position .
- Board structure: The Funds’ Boards consist of 10 members, 8 of whom are Independent Board Members, indicating a supermajority of independents on the overall board despite two “interested” members (Fairbairn and Perlowski) .
- Committee assignments/chair roles: Not disclosed in this proxy statement for MUC; no committee membership list provided in the document .
- Shareholder activism and engagement context: The Funds entered standstill agreements with Karpus (May 3, 2024) and Saba (Jan 20, 2025), under which those shareholders agreed to customary standstill covenants and to vote with Board recommendations through 2027‑dated milestones—relevant to governance dynamics and potential conflicts landscape .
- Anti‑takeover provisions: MUC’s charter includes supermajority (66 2/3%) voting requirements for mergers, asset sales, or liquidation, unless approved by at least two‑thirds of Directors, which can then reduce the threshold to a simple majority—entrenchment risk to consider in activism scenarios .
Equity Ownership
| Holder | MUC Common Shares (Range) | BFZ Common Shares (Range) | Aggregate Dollar Range in Supervised Funds |
|---|---|---|---|
| Robert Fairbairn | None | None | Over $100,000 |
| All Board Members & officers (as a group) | <1% of outstanding shares | <1% of outstanding shares | — |
| Notes | As of Dec 31, 2024 ranges; group ownership measured as of Jul 31, 2025 |
Expertise & Qualifications
- Senior executive experience: Vice Chairman of BlackRock; prior leadership of retail and iShares businesses, strategic distribution, and product groups—relevant to distribution, product, and human capital oversight .
- Fund governance scope: Oversight of a large complex (94 RICs/269 portfolios) provides scale and regulatory governance experience .
- Complex interlock: Concurrent BlackRock executive role and fund board service implies deep sponsor insight but also raises independence and conflict‑mitigation considerations .
Governance Assessment
- Strengths for board effectiveness:
- Extensive asset management leadership and distribution/product expertise; broad experience overseeing large fund complexes .
- Board has independent supermajority overall, which can balance the presence of “interested” directors .
- Key investor‑confidence considerations:
- Independence: Fairbairn is not independent; as a BlackRock executive at the adviser to MUC, he is an “interested person,” creating potential conflicts in adviser oversight and compensation reviews .
- Ownership alignment: No disclosed MUC share ownership; while he holds “Over $100,000” across supervised funds, the absence of MUC‑specific ownership may be viewed as weaker direct alignment with MUC shareholders .
- Activism/entrenchment signals: Active standstill agreements with Karpus and Saba shape near‑term voting outcomes; anti‑takeover supermajority provisions may constrain shareholder influence and could be seen as entrenching management/board positions .
- Red flags
- Not independent (Interested Director due to BlackRock role) .
- No MUC share ownership disclosed as of the reporting date .
- Anti‑takeover supermajority provisions in charter .
Data gaps: This proxy for preferred shareholders does not disclose director meeting attendance, committee memberships, or director fee/compensation schedules for MUC. Those items typically appear in annual meeting proxies and are not included here .