W. Carl Kester
About W. Carl Kester
W. Carl Kester (born 1951) is Vice Chair of the Board (since 2022) and an Independent Board Member (since 2007) of BlackRock MuniYield New York Quality Fund, Inc. (MYN). He is Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, at Harvard Business School, with prior senior academic and administrative roles including Deputy Dean for Academic Affairs and Chair of the MBA Program; he has served on the HBS faculty since 1981. He oversees 68 BlackRock-advised registered investment companies (103 portfolios) and holds no current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Baker Foundation Professor & George Fisher Baker Jr. Professor of Business Administration, Emeritus | Since 2022 | Senior academic leadership experience |
| Harvard Business School | George Fisher Baker Jr. Professor of Business Administration | 2008–2022 | Finance faculty leadership |
| Harvard Business School | Deputy Dean for Academic Affairs | 2006–2010 | Academic governance oversight |
| Harvard Business School | Chairman of the Finance Unit | 2005–2006 | Led finance department |
| Harvard Business School | Senior Associate Dean & Chairman of the MBA Program | 1999–2005 | MBA program strategy and execution |
| Harvard Business School | Faculty Member | Since 1981 | Long-tenured finance and corporate governance scholar |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock Credit Strategies Fund | Trustee | Current | Also trustee alongside other Independent Board Members |
| BlackRock Private Investments Fund | Trustee | Current | Also trustee alongside other Independent Board Members |
| Public company directorships | None | — | No public boards disclosed |
Board Governance
- Board composition: MYN’s Board has 10 members, 8 Independent Board Members; Kester is Independent and serves as Vice Chair. Chair of the Board is R. Glenn Hubbard (Independent).
- Classified board and removal thresholds: Board is divided into three classes; removal of directors at MYN generally requires a 66⅔% shareholder vote, which can entrench incumbents. VRDP preferred shareholders, voting as a class, elect two directors at all times.
- Shareholder activism context: MYN entered standstill agreements with Karpus (effective until May 3, 2027) and Saba Capital (effective until the earlier of completion of the 2027 annual meeting or August 31, 2027), requiring those holders to vote in line with Board recommendations—reducing near-term activism pressure.
- Independence and conflicts: Independent Board Members (including Kester) and their immediate families did not beneficially own securities of BlackRock or affiliates, nor have material interests in transactions over the prior two years.
Other Directorships & Interlocks
- Oversees 68 BlackRock-advised RICs (103 portfolios), creating extensive interlocks across the BlackRock Fixed-Income Complex but no disclosed outside corporate boards.
- No public company directorships disclosed.
Expertise & Qualifications
- Deep finance and governance expertise from senior academic leadership (Deputy Dean, MBA Chair, Finance Unit Chair) and decades on faculty at Harvard Business School.
- Extensive fund governance experience overseeing 68 RICs (103 portfolios) within the BlackRock Fund Complex.
Equity Ownership
| Category | Amount |
|---|---|
| Aggregate Dollar Range of Common Shares in MYN | None |
| Aggregate Dollar Range of Common Shares in MHN | None |
| Aggregate Dollar Range of Common Shares in BNY | None |
| Aggregate Dollar Range of Common Shares in Supervised Funds (incl. share equivalents via deferred compensation plan) | Over $100,000 |
Governance Assessment
- Independence: Strong on paper—classified as Independent, with no beneficial ownership in BlackRock or affiliate securities and no recent related-party transaction interests disclosed. Supports investor confidence in objectivity.
- Board effectiveness indicators: Long tenure (since 2007) and Vice Chair role suggest influence and institutional knowledge; oversight of 68 RICs raises potential bandwidth considerations typical of multi-fund complex boards but provides deep fund governance expertise.
- RED FLAGS and mitigants:
- Anti-takeover/entrenchment features: Classified board and 66⅔% removal threshold can impede shareholder-led board refresh. VRDP holders elect two directors, altering balance of representation. RED FLAG for entrenchment risk.
- Standstill agreements with activists: Short- to medium-term constraints on activist engagement (Karpus, Saba) may reduce external governance pressure and alignment signals. RED FLAG for reduced shareholder voice, though it may stabilize operations during merger execution.
- Committee visibility: Audit and Governance Committee channels are referenced for shareholder communications, but specific committee memberships/chairs, attendance, and fees are not enumerated in this Proxy Statement. Data gap lowers transparency on committee-level effectiveness.
Notes on disclosure gaps
- Director compensation (retainer, equity grants), attendance rates, committee assignments/chairs, stock ownership guidelines, and say-on-pay data are not disclosed in this special proxy statement focused on merger approvals for preferred shareholders.