Andrew J. Donohue
About Andrew J. Donohue
Andrew J. (“Buddy”) Donohue (age 74) has served as a Class III Trustee of DHF since 2019. He brings over 40 years of investment funds industry experience, including senior regulatory leadership as Director of the SEC’s Division of Investment Management (2006–2010) and Chief of Staff to the SEC Chair (2015–2017), and senior legal roles at Goldman Sachs, Merrill Lynch Investment Managers, and OppenheimerFunds; he currently maintains a solo law practice and serves as Chair of the Mutual Fund Directors Forum and adjunct professor at Brooklyn Law School . DHF discloses that its standing committees are comprised of Independent Trustees, and Donohue is listed on the Audit Committee roster, indicating he serves as an Independent Trustee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Director, Division of Investment Management | 2006–2010 | Led regulation of U.S. investment funds industry |
| U.S. Securities and Exchange Commission | Chief of Staff to the SEC Chair | 2015–2017 | Senior advisory role to Chair |
| Goldman Sachs | Investment Company General Counsel | 2012–2015 | Legal leadership for fund complex |
| Merrill Lynch Investment Managers | Global General Counsel | 2003–2006 | Global legal oversight |
| OppenheimerFunds, Inc. | EVP & General Counsel | 1991–2001 | Senior legal and governance leadership |
| Shearman & Sterling LLP | Of Counsel | Sep 2017–Jul 2019 | Advisory legal role |
| OppenheimerFunds | Independent Director | 2017–2019 | Board oversight across 58 funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mutual Fund Directors Forum | Director (since 2018), Chair | Chair since Jan 2023 | Leading funds industry organization |
| Brooklyn Law School | Adjunct Professor (Investment Management Law) | Ongoing | Academic engagement |
Board Governance
- Committee memberships: Audit Committee member; Audit Committee chaired by Francine J. Bovich .
- Standing committees: Audit, Nominating, Compensation, Litigation; each comprised of Independent Trustees (DiMartino does not serve on Compensation) .
- Meetings and attendance (last fiscal years): DHF held six Board meetings; five Audit; one Compensation; one Nominating; Litigation did not meet; all Trustees (including Donohue) attended at least 75% of meetings; Trustees did not attend the annual shareholder meeting and DHF has no formal attendance policy for that meeting .
Meeting Activity (counts by fiscal year)
| Meeting Type | FY 2023 (ended 3/31/2023) | FY 2024 (ended 3/31/2024) | FY 2025 (ended 3/31/2025) |
|---|---|---|---|
| Board | 6 | 6 | 6 |
| Audit Committee | 5 | 5 | 5 |
| Compensation Committee | 0 | 1 | 1 |
| Nominating Committee | 1 | 1 | 1 |
| Litigation Committee | 0 | 0 | 0 |
| Attendance threshold met (≥75%) | Yes | Yes | Yes |
| Annual shareholder meeting attendance | Not attended; no formal policy | Not attended; no formal policy | Not attended; no formal policy |
Fixed Compensation
- Structure: Annual retainer fees and meeting attendance fees allocated among DHF and other BNY Mellon funds based on net assets; Chairman receives an additional 25% of such compensation; reimbursement of travel/out-of-pocket expenses; no bonus, pension, profit-sharing, or retirement plan .
Trustee Compensation – Andrew J. Donohue
| Metric | FY 2023 (ended 3/31/2023) | FY 2024 (ended 3/31/2024) | FY 2025 (ended 3/31/2025) |
|---|---|---|---|
| Compensation from DHF ($) | $6,917 | $6,060 | $6,574 |
| Aggregate Compensation from Fund Complex ($) | $470,000 (served on 43 portfolios) | $459,500 (43) | $473,700 (40) |
Performance Compensation
- DHF discloses no performance-based compensation for Trustees; no bonus plan and no equity awards or options are reported in the proxy materials .
| Component | Status | Notes |
|---|---|---|
| Cash bonus | None disclosed | |
| Equity awards (RSUs/PSUs) | None disclosed | |
| Option awards | None disclosed | |
| Performance metrics tied to pay | Not applicable; no performance-linked components | |
| Clawback provisions | Not disclosed in proxy materials | |
| Change-of-control / severance | Not disclosed in proxy materials |
Other Directorships & Interlocks
| Entity | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards (past 5 years) | Public | N/A | N/A | DHF lists “N/A” for Donohue’s public company board memberships |
| OppenheimerFunds | Registered funds (58 funds) | Director | 2017–2019 | Prior independent directorship across fund complex |
- Adviser-related holdings: As of year-end 2023 and 2024, none of the Trustees or their immediate family members owned securities of the Investment Adviser or any person controlling/controlled by/under common control with the Adviser, reducing related-party conflict risk . In the prior year, a different Trustee (Skapyak) held unvested RSUs of BNY Mellon but subsequently sold them; no such holdings are reported for Donohue .
Expertise & Qualifications
- Deep regulatory expertise (SEC Division of Investment Management Director; SEC Chair Chief of Staff) and fund legal leadership (Goldman Sachs, Merrill Lynch IM, OppenheimerFunds) .
- Industry leadership (Chair, Mutual Fund Directors Forum; editor of ABA Fund Director’s Guidebook) and academic engagement (adjunct professor at Brooklyn Law School) .
Equity Ownership
- Director stock ownership guidelines: Not disclosed in DHF proxy materials.
- Shares pledged/hedging: Not disclosed in DHF proxy materials.
DHF Share Ownership and Broader Fund Family Holdings
| As-of Date | DHF Fund Shares | Aggregate Holdings across BNY Mellon Family of Funds |
|---|---|---|
| Dec 31, 2023 | None | Over $100,000 |
| Dec 31, 2024 | None | Over $100,000 |
Governance Assessment
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Strengths
- Significant regulatory and legal credentials directly relevant to closed-end fund oversight; Chair of MFDF and prior SEC leadership roles reinforce governance quality .
- Active committee engagement: Audit Committee membership; committee’s report shows standard PCAOB/SEC-required independence discussions and meeting with/without management, reflecting effective oversight .
- Attendance: Met ≥75% threshold across Board and committees in each of the last three fiscal years, with regular Board/Audit activity (six Board; five Audit annually) .
- Related-party exposure: No securities of the Investment Adviser held by Trustees or immediate family (as of YE 2023 and 2024), reducing conflicts risk .
-
Potential flags
- Ownership alignment: No DHF shares held as of YE 2023 and 2024, which may be viewed as a modest alignment gap despite “Over $100,000” aggregate holdings across the broader fund family .
- Shareholder meeting engagement: Trustees did not attend the annual shareholder meetings in recent years; DHF has no formal policy requiring attendance .
- Compensation structure: Cash-only retainer/meeting fees without performance linkage is typical for fund boards but offers limited direct pay-for-performance alignment .
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Overall: Donohue’s deep regulatory/legal background, independent status, and consistent attendance support investor confidence in board effectiveness. The lack of DHF share ownership and non-attendance at the annual meeting are minor optics issues rather than definitive governance failures given the fund board norms and disclosures .