Francine J. Bovich
About Francine J. Bovich
Francine J. Bovich (age 73) is an Independent Class I Trustee of BNY Mellon High Yield Strategies Fund (DHF) since 2011, and currently serves as Chair of the Fund’s Audit Committee. She has deep asset management and governance experience from senior roles at Morgan Stanley Investment Management and prior portfolio management positions, and previously served as a director at Annaly Capital Management (2014–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Investment Management | Managing Director; Co-Head Global Tactical Asset Allocation; Operations Officer; Head U.S. Institutional Equity Group | 1993–2010 | Senior leadership in investment management; risk, valuation, oversight exposure |
| Westwood Management Corporation | Principal, EVP, Senior Portfolio Manager | 1986–1993 | Institutional portfolio management leadership |
| Citicorp Investment Management, Inc. | Managing Director, Senior Portfolio Manager | 1980–1986 | Equity and multi-asset portfolio oversight |
| Bankers Trust Company | Assistant Vice President, Equity Portfolio Manager | 1973–1980 | Public markets portfolio management |
| United Nations Investments Committee | U.S. Representative | 1991–2005 | Advised ~$30B global portfolio; fiduciary oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bradley Trusts | Trustee | 2011–Present | Private trust governance |
| Annaly Capital Management, Inc. | Director | 2014–2025 | REIT board service; public markets oversight |
| Connecticut College | Emeritus Trustee; Investment Committee member; prior Chair of Investment Sub-Committee | Trustee 1986–1997; Investment Committee current; Chair through June 2020 | Endowment oversight; investment governance |
Board Governance
- Independence: All DHF Trustees, including the Chairman, are Independent; none of the Nominees or Continuing Trustees are “interested persons” under the 1940 Act .
- Committees: Standing Audit, Nominating, Compensation, and Litigation Committees; Audit Committee consists of all Trustees. Bovich is Audit Committee Chair (signed report) .
- Compensation Committee composition: comprised of Independent Trustees; Mr. Joseph S. DiMartino does not serve on this committee (implying Bovich, as an Independent Trustee, participates) .
- Meeting cadence and attendance: Last fiscal year, the Board held 6 meetings; Audit 5; Compensation 1; Nominating 1; Litigation did not meet. All Continuing Trustees and Nominees attended ≥75% of meetings; Trustees did not attend last year’s annual shareholder meeting (no formal policy on attendance) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Compensation from DHF (cash) | $4,938 | FY ended Mar 31, 2025 | Excludes reimbursed expenses and shared office costs |
| Aggregate compensation from BNY Mellon fund complex | $699,700 (69 portfolios) | CY 2024 | Allocated across boards served; excludes expenses |
| Structure | Annual retainer and meeting fees; Chairman receives +25% | Current policy | Allocated by net assets; travel/out-of-pocket reimbursed; no bonus/pension/profit-sharing/retirement plan |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Bonus plan | None | Fund does not have a bonus plan for Trustees |
| Equity awards (director stock, RSUs/DSUs) | Not disclosed | Proxy describes cash retainers/fees only; no equity plan referenced |
| Options/PSUs and performance metrics (TSR/EBITDA/ESG) | Not disclosed | No performance-linked compensation disclosed for Trustees |
| Clawbacks/COC/severance | Not disclosed | Not applicable to non-executive Trustees; no plan provisions disclosed |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Annaly Capital Management, Inc. | Director | 2014–2025 | Public REIT board; ended 2025; no DHF-related transaction conflicts disclosed |
| The Bradley Trusts (private) | Trustee | 2011–Present | Non-public fiduciary role |
| Connecticut College | Investment Committee; Emeritus Trustee | Ongoing; Trustee 1986–1997 | Endowment oversight; no DHF conflicts disclosed |
Expertise & Qualifications
- Capital markets and asset management leadership across MSIM, Citicorp IM, Westwood, Bankers Trust; investment risk/valuation oversight experience aligns with Audit Chair duties .
- Institutional governance: UN Investments Committee ($~30B portfolio) and endowment committee leadership indicate fiduciary rigor .
Equity Ownership
| Holder | Fund Shares (DHF) | Aggregate Holdings (BNY Mellon funds) | As-of Date |
|---|---|---|---|
| Francine J. Bovich | None | $50,001–$100,000 | Dec 31, 2024 |
| Trustees/Nominees/Officers as a group | <1% of DHF outstanding | N/A | Aug 22, 2025 |
| Ownership of Adviser/affiliates | None (Bovich and immediate family) | N/A | Aug 22, 2025 |
- 5% holders: First Trust Portfolios L.P., First Trust Advisors L.P., The Charger Corporation held 12,391,265 shares (17.04%) per Schedule 13G (Sept 30, 2024) .
Governance Assessment
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Strengths
- Audit Committee leadership: As Audit Committee Chair, Bovich signs the committee’s report, evidencing active oversight of financial reporting and auditor independence .
- Independence and experience: Board entirely independent; Bovich’s deep investment management background supports robust oversight of valuation, credit, and compliance risks .
- Attendance: Meets engagement threshold (≥75% meetings attended) in a year with substantive committee activity (6 Board, 5 Audit), signaling reliable participation .
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Watch items / RED FLAGS
- No DHF share ownership: Bovich reports “None” for DHF share ownership, which may modestly weaken direct alignment; aggregate BNY fund holdings of $50k–$100k partially offset alignment at complex level .
- Shareholder meeting engagement: Trustees did not attend last year’s annual meeting (no formal attendance policy), which some governance investors view unfavorably .
- Multi-fund commitments and compensation: High aggregate compensation reflects service across many portfolios (69), which may create time-allocation risks; however, independence safeguards remain intact (no adviser securities held, litigation committee for conflicts) .
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Conflicts and related-party exposure
- No ownership of the Investment Adviser or its controlled affiliates by Bovich or immediate family; no related-party transactions disclosed involving Bovich .
- Litigation Committee designed to handle conflicts with the Adviser regarding securities litigation matters .
-
Committee assignments and roles
- Audit Committee: Chair; committee comprises all Trustees .
- Compensation/Nominating/Litigation: Committees are comprised of Independent Trustees; Mr. DiMartino does not serve on Compensation. As an Independent Trustee, Bovich participates in these committees under the stated composition .
Implications: Bovich’s profile supports investor confidence in DHF’s financial oversight and independence. The absence of DHF share ownership and non-attendance at shareholder meetings are alignment/engagement watch items, but are mitigated by robust committee leadership, strong attendance at Board/committee meetings, and no adviser-affiliate holdings .