Joan L. Gulley
About Joan L. Gulley
Joan L. Gulley (age 77) is a nominee for Class I Trustee of DHF with a proposed two-year term expiring in 2027; she is not deemed an “interested person” under the 1940 Act, and the DHF Board is composed entirely of Independent Trustees . Gulley retired from PNC Financial Services Group in 2014 after senior leadership roles including CEO of PNC Advisors (2002–2005), EVP & Chief Marketing Officer (2002–2007), and EVP & Chief Human Resources Officer (2008–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group, Inc. | EVP & Chief Human Resources Officer | 2008–2014 | Led enterprise HR, risk-aware people strategy for large financial institution |
| PNC Financial Services Group, Inc. | EVP & Chief Marketing Officer | 2002–2007 | Brand, marketing, and client growth leadership |
| PNC Advisors (wealth mgmt & institutional services) | Chief Executive Officer | 2002–2005 | Ran wealth and institutional services business |
| PNC Financial Services Group, Inc. | Various senior roles | 1993–2014 | Multi-disciplinary leadership across HR, marketing, and wealth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nantucket Atheneum (public library) | Chair; Director | Chair: Jun 2018–Jun 2021; Director: 2015–Jun 2021 | Governance experience in non-profit setting |
| Orchid Island Club (golf & beach club) | Governor; President | Governor: 2016–Feb 2025; President: Feb 2023–Feb 2025 | Private club leadership; community oversight |
| Other public company boards (past 5 years) | N/A | N/A | No public company directorships disclosed |
Board Governance
- Status and tenure: Nominee for Class I Trustee with a two-year term; term listed as expiring in 2027 .
- Independence: None of the Nominees or Continuing Trustees (including Gulley) are “interested persons”; DHF’s Board, including its Chairman, is entirely Independent .
- Committees: DHF has standing Audit, Nominating, Compensation, and Litigation Committees; each is comprised of Independent Trustees (Chairman Joseph S. DiMartino does not serve on Compensation) .
- Meetings and attendance: In the last fiscal year, DHF held 6 Board meetings, 5 Audit Committee meetings, 1 Compensation Committee meeting, and 1 Nominating Committee meeting; all Continuing Trustees and Board Nominees attended at least 75% of meetings of the Board and committees of which they were a member .
- Audit oversight: The Audit Committee (Independent Trustees) selected KPMG as independent auditor for FY ending Mar 31, 2026; the committee reviewed audit quality and independence pursuant to PCAOB and SEC standards .
Fixed Compensation
- Structure: Annual retainer and meeting attendance fees, allocated among DHF and other BNY Mellon family funds based on net assets; Chairman receives an additional 25%. Trustees are reimbursed for travel/out-of-pocket expenses. No bonus, pension, profit-sharing, or retirement plan .
| Year | Compensation from DHF | Aggregate Compensation from BNY Mellon Fund Complex | Portfolios Served |
|---|---|---|---|
| 2024 | N/A | $404,700 | 46 |
Performance Compensation
- DHF does not maintain a bonus, pension, profit-sharing, or retirement plan for Trustees; no performance-linked awards disclosed (e.g., RSUs, PSUs, options) .
| Component | Status |
|---|---|
| Annual bonus | Not applicable; no bonus plan |
| Equity awards (RSUs/PSUs/options) | Not disclosed; none indicated |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed; none indicated |
| Clawbacks/COC provisions | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None in past 5 years |
| Non-profit/other boards | Nantucket Atheneum; Orchid Island Club |
| Interlocks with Investment Adviser/affiliates | As of Aug 22, 2025, none of the Nominees or Continuing Trustees or immediate family members owned securities of the Investment Adviser or any person controlling/controlled by/under common control with it |
Expertise & Qualifications
- Human capital leadership: Former CHRO at PNC overseeing enterprise HR in a regulated financial sector .
- Marketing and client growth: Former CMO at PNC; experience in brand and growth strategy .
- Wealth/institutional services: Former CEO of PNC Advisors with fiduciary and client-service orientation .
- Non-profit governance: Chair/Director roles evidencing oversight and community leadership .
Equity Ownership
| Category | Amount |
|---|---|
| DHF Fund Shares | None |
| Aggregate holdings across BNY Mellon Family of Funds | Over $100,000 (as of Dec 31, 2024) |
| Securities of Investment Adviser/affiliates (self/immediate family) | None (as of Aug 22, 2025) |
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised of Independent Trustees; Chairman does not serve on this committee .
- Mandate: Establishes appropriate compensation for serving on the Board; fees allocated across BNY Mellon funds by net assets .
- Consultant usage/conflicts: Not disclosed in the proxy .
Governance Assessment
- Strengths: Fully independent Board and committees; nominee not an “interested person,” reducing adviser-related conflicts . Audit Committee oversight and auditor selection documented; independence considerations addressed per PCAOB/SEC standards .
- Alignment watchpoint: Gulley holds no DHF shares, which may limit fund-specific alignment, though she has over $100,000 in aggregate holdings across the BNY Mellon family of funds .
- Time commitment and pay context: High aggregate compensation reflects service across 46 portfolios, suggesting significant governance workload across the complex .
- Attendance: Board/committee meeting cadence in FY and at least 75% attendance for all Continuing Trustees and Nominees indicates baseline engagement .
- Conflicts: No securities holdings in the Investment Adviser or affiliates by Nominees/Continuing Trustees/immediate family as of Aug 22, 2025—reducing related-party risk vectors .
RED FLAGS to monitor: Fund-specific ownership alignment (none in DHF) . Absence of performance-linked compensation for Trustees (typical for funds) but means pay is not tied to outcomes . No disclosed equity awards, clawbacks, or ownership guidelines for Trustees .