Joseph S. DiMartino
About Joseph S. DiMartino
Joseph S. DiMartino (age 81) serves as Chairman of the Board and Class III Trustee of BNY Mellon High Yield Strategies Fund (DHF) and has been on DHF’s Board since 1998 . He previously held senior leadership roles at The Dreyfus Corporation, including President and COO, and later chaired The Noel Group; he also served as a Director of the Muscular Dystrophy Association . He is classified as an Independent Trustee, and the Board states all Fund Trustees, including the Chairman, are independent under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dreyfus Corporation | Portfolio Manager; President; COO; Director | 1971–1994 | Senior operating leadership of mutual fund complex; ceased employee/director status end of 1994 |
| The Noel Group (public buyout firm) | Chairman of the Board | Jul 1995–Nov 1997 | Managed, acquired, took public, and liquidated operating companies |
| Muscular Dystrophy Association | Director | 1986–2010 | Long-standing nonprofit board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBIZ, Inc. (NYSE:CBZ) | Director | 1997–May 2023 | Public company directorship; governance experience |
Board Governance
- Independence: The Board affirms all Trustees, including the Chairman, are Independent Trustees; none of the nominees or continuing Trustees are “interested persons” of the Fund .
- Committee memberships: Audit, Nominating, and Litigation Committees are comprised of Independent Trustees; Mr. DiMartino serves on the Audit Committee and does not serve on the Compensation Committee .
- Leadership: Chairman is independent of the Investment Adviser, a structure the Board deems appropriate given potential conflicts and oversight needs .
- 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 Trustees and Nominees attended at least 75% of the meetings of the Board and committees on which they served .
- Annual meeting presence: The Fund has no policy mandating Trustee attendance at annual shareholder meetings; Trustees did not attend the prior year’s annual meeting .
Meeting Activity (Last Fiscal Year)
| Metric | Count |
|---|---|
| Board meetings held | 6 |
| Audit Committee meetings held | 5 |
| Compensation Committee meetings held | 1 |
| Nominating Committee meetings held | 1 |
| Litigation Committee meetings held | 0 |
| DiMartino attendance threshold | ≥75% of meetings of assigned bodies |
Fixed Compensation
- Structure: Cash annual retainer and meeting attendance fees allocated across the BNY Mellon Family of Funds based on net assets; the Chairman receives a 25% premium to such compensation. Trustees are reimbursed for travel/out-of-pocket expenses. No bonus, pension, profit-sharing, or retirement plan exists for Trustees .
- DHF fund-level compensation and trend: DiMartino’s DHF-specific compensation increased year-over-year.
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Compensation from DHF (Fund-level) | $7,515 | $8,217 |
- Aggregate fund complex compensation: Reflects total compensation across the BNY Mellon fund complex where DiMartino served.
| Metric | Calendar 2023 | Calendar 2024 |
|---|---|---|
| Aggregate compensation across fund complex | $1,168,125 (92 portfolios) | $1,090,000 (86 portfolios) |
Performance Compensation
| Component | Details |
|---|---|
| Bonus/Performance-based cash | Not applicable; Fund does not maintain bonus plans for Trustees |
| Equity (RSUs/PSUs/options) | None disclosed for Trustees |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed/applicable to Trustee pay |
| Clawback/COC provisions | Not disclosed for Trustees |
The proxy explicitly states no bonus, pension, profit-sharing, or retirement plan applies to Trustees; equity awards and performance metrics are not disclosed for Trustees .
Other Directorships & Interlocks
| Person | Other Public Board | Tenure | Interlock Considerations |
|---|---|---|---|
| Joseph S. DiMartino | CBIZ, Inc. | 1997–May 2023 | Historical overlap with current DHF Trustee Benaree Pratt Wiley, who serves on CBIZ’s Board; potential governance network interlock |
Expertise & Qualifications
- Fund governance expertise: 25+ years as Chairman across the BNY Mellon Family of Funds; deep oversight of adviser/sub-adviser managed structures .
- Operating experience: Senior executive at The Dreyfus Corporation, including COO and President roles, relevant to fund operations and compliance oversight .
- Transactional acumen: Led buyout and public market transactions as Noel Group Chairman .
- Audit oversight: Serves on DHF’s Audit Committee; the Audit Committee’s report lists DiMartino as a member .
- Education: Not disclosed in DHF proxies reviewed .
Equity Ownership
| Holding Category | Amount/Status |
|---|---|
| DHF Fund Shares (value range, 12/31/2024) | Over $100,000 |
| Aggregate holdings in BNY Mellon Family of Funds (12/31/2024) | Over $100,000 |
| Ownership as % of DHF shares outstanding | Not individually disclosed; Trustees/officers as a group held <1% (8/22/2025) |
| Securities of Investment Adviser or affiliates | None for Trustees or their immediate family members as of 8/22/2025 |
| Pledging/hedging | Not disclosed |
| Ownership guidelines/compliance | Not disclosed in DHF proxies |
Governance Assessment
-
Strengths
- Independent Chairman and fully independent Board composition; explicit acknowledgment of potential conflicts with adviser/sub-adviser and a governance structure designed to mitigate them .
- Active committee structure with Audit, Nominating, Compensation, and Litigation Committees; DiMartino sits on Audit, supporting financial reporting and auditor independence oversight .
- Consistent attendance at meetings (≥75%), indicating engagement; clear disclosure of meeting cadence and committee activity .
-
Potential watch items / RED FLAGS
- Trustees did not attend the prior annual shareholder meeting; while policy does not require attendance, non-attendance can be viewed as a modest engagement signal negative for some investors .
- Chair premium of +25% to cash compensation; while common in fund complexes, investors should monitor whether compensation growth aligns with value delivery and fund performance, noting aggregate complex compensation decreased YoY despite broad responsibilities .
- Network interlock: CBIZ board overlap among DHF Trustees (DiMartino historical, Wiley current). Not necessarily a conflict, but investors should watch for any related-party considerations or decision-making concentration via shared networks .
- No disclosure of equity-based alignment mechanisms for Trustees; governance relies on cash retainers/meeting fees and personal holdings ranges rather than structured ownership guidelines .
-
Conflicts/related-party exposure
- None disclosed involving DiMartino; the Fund notes none of the Trustees or their immediate family members owned securities of the Investment Adviser or its affiliates, and the Litigation Committee exists to address potential conflicts between the Fund and the Investment Adviser regarding securities litigation .
Overall: DiMartino offers experienced fund governance and audit oversight with long tenure and independence. Watch for engagement signals (annual meeting presence), compensation alignment, and network interlocks, though no direct related-party conflicts are disclosed .