David DiPetrillo

About David DiPetrillo

David J. DiPetrillo serves as President and Principal Executive Officer of BNY Mellon High Yield Strategies Fund (DHF), and is a Vice President and Director of BNY Mellon Investment Adviser, Inc. His background spans product leadership and distribution at BNY Investments, including Head of North America Distribution (since Feb 2023) and Head of North America Product (Jan 2018–Feb 2023). Age 47 (2025). Officer of the Fund since 2019 and appointed President in 2021. Closed-end fund proxies do not disclose officer compensation metrics or fund TSR in this context; as PEO his signatures appear on the Fund’s N‑CSR certifications.

Past Roles

External Roles

Fixed Compensation

• DHF’s proxy statements disclose Board (Trustee) compensation only; they do not provide any base salary, bonus, or officer compensation tables. Officers (including the President/PEO) are listed with roles and ages but without cash compensation disclosure in the Fund’s proxy. This is typical for registered investment companies where officers are employed by the adviser; no DHF officer pay detail is presented in the 2024 or 2025 proxies.

Performance Compensation

• No performance-based compensation plan (metrics, weightings, targets, payouts) for Fund officers is disclosed in DHF’s proxy statements. DHF explicitly discusses Trustee retainers and meeting fees but not officer incentives.

Equity Ownership & Alignment

Implications:

• Limited disclosed stock ownership among insiders is common for closed-end funds where officers are adviser employees; alignment relies more on adviser governance/brand and Board oversight than on officer stock incentives.

Employment Terms

• Appointment/tenure: Fund officer since 2019; President since 2021 (PEO).
• Contract/severance/CoC: No employment contract, severance multiples, or change-of-control terms for Fund officers are disclosed in DHF proxy statements.
• Clawbacks, tax gross-ups, deferred comp, pensions/SERP: Not disclosed for officers in DHF proxies.
• Post-termination covenants (non-compete/solicit, garden leave): Not disclosed for Fund officers.

Board Governance (context for compensation oversight)

• Compensation Committee: Sets compensation for serving on the Board (Trustees). Officer compensation is not within scope; trustee compensation is paid across the complex by net assets.
• Trustee compensation: Cash retainers/meeting fees; no bonus/pension/profit-sharing/retirement plan at the Fund level.

Performance & Track Record

• PEO certifications: DiPetrillo signed DHF’s Form N‑CSR and Section 906 certifications as President (Principal Executive Officer), evidencing oversight of disclosure controls and procedures.
• Fund-level TSR/financial metrics tied to officer pay: Not disclosed in DHF proxy materials; no officer incentive scorecard presented.

Risk Indicators & Red Flags

• Section 16(a) compliance: DHF states officers/Trustees complied with filing requirements during the periods disclosed.
• Legal proceedings/investigations (officer-specific): None disclosed for officers in DHF proxy materials.
• Compensation red flags (repricing, discretionary bonuses despite misses, golden parachutes, tax gross-ups): Not applicable/not disclosed for officers at DHF in proxy materials.

Compensation Structure Analysis

• Cash vs equity mix: No officer compensation disclosure; trustee comp is cash-only retainers/fees.
• Shift from options to RSUs / guaranteed vs at-risk pay: Not disclosed for officers.
• Clawbacks/gross-ups/accelerated vesting: Not disclosed for officers.

Equity Ownership & Trading Signals (insider selling pressure)

• DHF proxies report group insider ownership below 1% and do not disclose officer equity awards; without Form 4 detail in the proxy, there is no evidence of scheduled vesting or option exercises that could create selling pressure.

Compensation Peer Group & Say-on-Pay

• Not applicable; DHF, as a registered investment company, discloses trustee compensation rather than an executive compensation peer group or say-on-pay results.

Expertise & Qualifications

• Core credentials: Senior leadership across distribution and product at BNY Investments; officer across a broad complex of BNY-managed funds (46–51+ investment companies).
• Education/technical qualifications: Not disclosed in DHF proxy materials.

Work History & Career Trajectory

• BNY Investments/BNY Mellon Investment Adviser progression from product leadership to distribution leadership alongside Fund officer roles culminating in PEO responsibilities.

Employment Terms Summary Table

Investment Implications

• Alignment and incentives: As an adviser-employed PEO with no disclosed Fund-level salary/bonus/equity, DiPetrillo’s incentives are principally tied to BNY’s broader asset management platform rather than DHF-specific equity—typical for closed-end funds. This reduces equity-driven selling pressure but limits direct pay-for-performance alignment at the Fund level.
• Retention risk: Officer is a senior BNY leader with responsibilities across many funds; absence of Fund-specific severance or CoC terms suggests retention levers are at the adviser level (not disclosed in DHF filings), implying low Fund-specific retention risk but dependence on adviser HR policies.
• Trading signals: No proxy evidence of option/RSU vesting schedules or Form 4 activity; group insider ownership below 1% suggests limited insider-driven trading catalysts at DHF.
• Governance: Independent Board and committee structure with clear separation between trustee compensation and adviser-employed officers; PEO certifications indicate engagement in disclosure controls. This framework supports operational continuity but provides limited transparency into officer pay-for-performance linkages.