Robert Fairbairn
About Robert Fairbairn
Robert Fairbairn (born 1965) is an Interested Board Member of BlackRock MuniYield New York Quality Fund, Inc. (MYN) and has served on the board since 2018. He is Vice Chairman of BlackRock, Inc. (since 2019), a member of BlackRock’s Global Executive and Global Operating Committees, and Co-Chair of BlackRock’s Human Capital Committee; previously Senior Managing Director (2010–2019), Global Head of BlackRock’s Retail and iShares businesses (2012–2016), oversaw the Strategic Partner Program and Strategic Product Management Group (2012–2019), and served on the Board of Managers of BlackRock Investments, LLC (2011–2018) . The MYN board currently has 10 members, eight of whom are Independent Board Members; Fairbairn is not independent under the 1940 Act due to his BlackRock affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Vice Chairman | 2019–present | Senior leadership; governance via Human Capital Committee co-chair |
| BlackRock, Inc. | Senior Managing Director | 2010–2019 | Oversaw Strategic Partner Program and Strategic Product Management (2012–2019) |
| BlackRock, Inc. | Global Head, Retail & iShares | 2012–2016 | Led distribution and ETF businesses |
| BlackRock Investments, LLC | Board of Managers | 2011–2018 | Product governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| BlackRock fund complexes | Board member across BlackRock Multi-Asset and Fixed-Income Complexes | Ongoing | Oversees 94 RICs and 269 portfolios |
Board Governance
- Status: Interested Board Member (not independent) based on position with BlackRock and its affiliates .
- Board composition: 10 directors, 8 independent; Chair R. Glenn Hubbard, Vice Chair W. Carl Kester .
- VRDP Holder governance: Preferred shareholders have equal voting rights with common on certain matters and, voting separately, elect two Board Members; asset coverage and basic maintenance covenants constrain dividends and redemptions if breached .
- Anti-takeover/entrenchment: Charter/bylaw provisions limit shareholder nominations via advance notice and allow board-only filling of vacancies; Subtitle 8 election in bylaws strengthens board control over vacancies .
- Shareholder activism risk: Closed-end fund activism highlighted; potential resource diversion and volatility if activists target the fund .
Fixed Compensation
- Not disclosed for directors in this special proxy statement. The filing focuses on merger proposals and does not provide director retainer, meeting fees, or committee fees. (No data in this document) .
Performance Compensation
- Not disclosed for directors in this special proxy statement; no equity or performance-based director compensation details provided. (No data in this document) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed |
| Interlocks with adviser | Vice Chairman of BlackRock (fund adviser); Interested person under 1940 Act |
| Fund complex oversight breadth | 94 registered investment companies, 269 portfolios |
Expertise & Qualifications
- Senior executive experience in global asset management and ETFs (Retail & iShares leadership), product governance, and human capital oversight .
- Extensive board oversight across BlackRock fund complexes, indicating familiarity with closed-end fund governance and leverage structures .
Equity Ownership
| Holder | MYN Common Shares (Dollar Range) | MHN Common Shares (Dollar Range) | BNY Common Shares (Dollar Range) | Aggregate Dollar Range in Supervised Funds |
|---|---|---|---|---|
| Robert Fairbairn | None | None | None | Over $100,000 (aggregate across supervised funds) |
Note: Footnote indicates “Supervised Funds” may include share equivalents under deferred compensation plans for certain Independent Board Members; Fairbairn is not independent, but the table reports aggregate holdings category for all directors .
Governance Assessment
- Independence and conflicts: Red flag. Fairbairn is an Interested Board Member due to his executive role at BlackRock, MYN’s investment adviser, which creates inherent conflicts of interest in adviser oversight and fee decisions .
- Ownership alignment: Red flag. No direct common share ownership in MYN, MHN, or BNY, which may weaken alignment with retail shareholders; aggregate supervised fund exposure is “Over $100,000” but not specific to MYN .
- Bandwidth/oversight risk: Oversees 94 RICs/269 portfolios, raising potential capacity and attention constraints across funds .
- Governance structures: Board-only vacancy filling and advance notice provisions can entrench the board; combined with activism risk, this can affect investor confidence in responsiveness to shareholder concerns .
- Preferred holder influence: VRDP Holders elect two board members separately and exert governance constraints via rating/covenant requirements, which can prioritize preferred over common interests in stress scenarios .
Summary of RED FLAGS
- Not independent; executive at fund adviser (conflict) .
- No MYN share ownership (alignment) .
- Heavy multi-fund oversight load (bandwidth) .
- Anti-takeover style provisions (entrenchment risk) .
- Activism exposure noted by the fund (potential instability) .
Data gaps: This special proxy does not disclose director committee assignments, chair roles on committees, attendance, or director compensation breakdowns. A full pay-for-performance and committee effectiveness review would require the latest annual DEF 14A focused on director elections and compensation.