Benaree Pratt Wiley
About Benaree Pratt Wiley
Independent Class II Trustee of BNY Mellon High Yield Strategies Fund (DHF) since 1998; age 79. Principal at The Wiley Group (strategy and business development) since 2005; former President & CEO of The Partnership, Inc. for 15 years. Current public company directorship: CBIZ, Inc. (NYSE:CBZ); prior boards include Blue Cross–Blue Shield of Massachusetts (2004–Dec 2020) and First Albany (NASDAQ:FACT). She is deemed not an “interested person” under the 1940 Act, i.e., independent of the adviser and its affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Partnership, Inc. | President & CEO | 15 years (dates not specified) | Led regional talent development; governance experience |
| PepsiCo | Chair, African American Advisory Board | Not disclosed | Diversity and advisory leadership |
| First Albany (NASDAQ:FACT) | Director | Not disclosed | Board service (prior) |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004 – Dec 2020 | Board oversight at major insurer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE:CBZ) | Director | 2008 – Present | Ongoing public company board service |
| Dress for Success Boston | Board member | Not disclosed | Civic involvement |
| Partners Continuing Care & Spaulding Hospital | Board member | Not disclosed | Healthcare non-profit governance |
| Black Philanthropy Fund | Board member | Not disclosed | Philanthropy governance |
| Howard University | Vice Chair, Board | Until June 2021 | Higher ed governance |
Board Governance
- Committee Structure: Standing Audit, Nominating, Compensation, and Litigation Committees; committees are comprised of Independent Trustees. Exception: Chairman Joseph S. DiMartino does not serve on the Compensation Committee . All Trustees are independent, including the Chairman, per the Board’s leadership structure .
- Audit Committee: Wiley is listed as an Audit Committee member in the Audit Committee Report; Francine J. Bovich is Audit Committee Chair .
- Independence: None of the Trustees or nominees are “interested persons” of the Fund; none (including immediate family) owned securities of the adviser or its controlled affiliates as of the stated dates .
- Meetings and Attendance: Last fiscal year, the Fund held 6 Board, 5 Audit, 1 Compensation, and 1 Nominating meetings; the Litigation Committee did not meet. All Continuing Trustees and Board Nominees attended at least 75% of meetings of the Board and committees of which they were members. Trustees did not attend last year’s annual shareholder meeting .
- Governance Controls: A Litigation Committee exists to address potential conflicts between the Fund and the Investment Adviser in litigation involving portfolio securities .
Fixed Compensation
| Component | DHF Amount | Complex Amount | Period/Notes |
|---|---|---|---|
| Compensation from the Fund | $6,574 | — | Fiscal year ended Mar 31, 2025 |
| Aggregate compensation from Fund complex | — | $641,700 (57 portfolios) | Complex total for 2024; number of portfolios indicated in parentheses |
| Structure | Annual retainer and meeting fees allocated across funds by net assets; Chairman receives +25%; travel/out-of-pocket reimbursed | — | No bonus, pension, profit-sharing or retirement plan |
Performance Compensation
| Metric/Plan Feature | Status |
|---|---|
| Bonus (annual or discretionary) | Not provided; Fund states no bonus plan |
| Equity awards (RSUs/PSUs/options) | Not disclosed |
| Performance metrics (TSR, EBITDA, ESG) tied to director pay | Not disclosed |
| Clawbacks / Change-of-control terms | Not disclosed |
Directors are compensated via fixed retainers/meeting fees; no performance‑tied compensation is disclosed for Trustees .
Other Directorships & Interlocks
- Current: CBIZ, Inc. Director .
- Historical Interlock: DHF Chairman Joseph S. DiMartino served as a CBIZ Director until May 2023, while Wiley continues as a CBIZ Director. This represents a recent board interlock with an external public company board .
Expertise & Qualifications
- Corporate governance and board leadership across public, non-profit, and academic institutions .
- Diversity, talent development, and advisory expertise via The Partnership, Inc. and PepsiCo’s African American Advisory Board .
- Multi-sector experience including healthcare and philanthropy boards .
Equity Ownership
| Holder | DHF Fund Shares | Aggregate Holdings in BNY Mellon Family of Funds | As-of Date |
|---|---|---|---|
| Benaree Pratt Wiley | None | $50,001 – $100,000 | Dec 31, 2024 |
| Trustees/Nominees/Officers (group) | — | Beneficially own <1% of outstanding shares | Jun 25/Aug 22, 2025 |
| Adviser Securities Ownership | None for Trustees/Nominees/immediate family | — | Aug 22, 2025 |
No disclosure of pledging/hedging of DHF shares; no individual beneficial ownership of DHF by Wiley as of Dec 31, 2024 .
Governance Assessment
- Strengths
- Independence: Wiley is not an “interested person”; Audit Committee member; committees composed of Independent Trustees .
- Attendance: Met the 75%+ threshold for Board/committee meetings in the last fiscal year .
- Conflict Controls: Litigation Committee structure to address adviser conflicts; no adviser-affiliate securities owned by Trustees/immediate family .
- Alignment Signals
- Pay Structure: Fixed cash retainer/meeting fees; no performance-linked director pay (typical for closed-end fund boards) .
- Ownership: Wiley held no DHF shares as of Dec 31, 2024; moderate aggregate holdings across BNY Mellon funds ($50k–$100k). This limits direct DHF “skin-in-the-game” alignment .
- Watch Items / Red Flags
- Shareholder Meeting Attendance: Trustees did not attend last year’s annual shareholder meeting .
- Interlock: Recent CBIZ board overlap with DHF Chairman (through May 2023); monitor for information flow/related party exposure (no transactions disclosed) .
- Tenure: Long-serving trustee (since 1998); while independence is affirmed, long tenure warrants periodic refresh considerations (Board conducts annual performance evaluations) .
Notes on Committee Membership and Roles
- Audit Committee: Member (not Chair); Audit Committee Chair is Francine J. Bovich .
- Compensation/Nominating/Litigation: Committees are comprised of Independent Trustees; the Chairman does not serve on Compensation. Individual rosters beyond Audit were not itemized in the proxy .
Compliance and Disclosures
- Section 16(a) filings: Trustees and officers complied with filing requirements for the fiscal year ended Mar 31, 2025 .
- Meeting counts and quorum/virtual procedures are disclosed; voting and solicitation costs outlined in proxy .