Robin A. Melvin
About Robin A. Melvin
Independent trustee nominee (Class III) at BNY Mellon High Yield Strategies Fund (DHF); age 61. Background spans investment banking at Goldman Sachs, family office oversight at the Boisi Family Foundation (managed the family office interface with investment managers and advisors), and senior leadership roles at MENTOR and Mentor Illinois; current directorships include HPS Corporate Lending Fund (Trustee since Aug 2021), HPS Corporate Capital Solutions Fund (Trustee since Dec 2023), and Northwestern Memorial Hospital (Director since Mar 2024). She is nominated for a one‑year Class III term and is not an “interested person” under the 1940 Act (i.e., deemed independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mentor Illinois | Co‑Chair; Board Member | Co‑Chair 2014–Mar 2020; Board 2013–Mar 2020 | Led non‑profit focused on scaling youth mentoring in Illinois |
| Boisi Family Foundation | Director; Family Office Manager | 1995–2012 | Managed primary interface with investment managers, legal advisors, and service providers |
| MENTOR (national org.) | NYC Executive Director; VP (affiliate network); VP Development; SVP Strategy | Various, prior to departure | Senior strategy and development leadership in national youth mentoring advocacy |
| Goldman Sachs Group, Inc. | Investment Banker | Early career | Finance training and transactional experience |
| Westover School | Trustee | 2019–Jun 2023 | Governance at private girls’ boarding school |
| JDRF | Board Member | Jun 2021–Jun 2022 | Non‑profit board service |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| HPS Corporate Lending Fund | Closed‑end management investment company regulated as a BDC | Trustee | Aug 2021–present | Registered investment company governance experience |
| HPS Corporate Capital Solutions Fund | Closed‑end management investment company regulated as a BDC | Trustee | Dec 2023–present | Registered investment company governance experience |
| Northwestern Memorial Hospital | Academic medical center | Director | Mar 2024–present | Large healthcare system governance |
No holdings of the Investment Adviser (BNY Mellon Investment Adviser, Inc.) securities by nominees or immediate family members as of Aug 22, 2025 (reduces adviser‑conflict risk) .
Board Governance
- Committee structure: Audit, Nominating, Compensation, and Litigation Committees; each comprised of Independent Trustees (except Mr. Joseph S. DiMartino does not serve on Compensation). The Audit Committee consists of all Trustees; Audit Chair is Francine J. Bovich .
- Meeting cadence (last fiscal year): 6 Board; 5 Audit; 1 Compensation; 1 Nominating; Litigation Committee did not meet .
- Independence: All Trustees, including the Chair, are independent; nominees (including Melvin) are not “interested persons” under the 1940 Act .
- Attendance: All Continuing Trustees and Board Nominees attended at least 75% of their Board/committee meetings; however, the Fund has no policy on annual meeting attendance and Trustees did not attend last year’s annual meeting .
- Board consolidation context: Melvin’s nomination aligns DHF’s Board with other BNY Mellon Family of Funds boards to drive administrative efficiencies .
Fixed Compensation
| Item | Amount/Policy | Period/Context |
|---|---|---|
| Aggregate compensation from fund complex (all BNY Mellon funds served) – Robin A. Melvin | $675,700; served on 68 portfolios | 2024 (complex-wide) |
| Compensation from DHF (Fund-level) – Robin A. Melvin | N/A (Nominee; not a Continuing Trustee for FY ended Mar 31, 2025) | FY ended Mar 31, 2025 |
- Compensation framework: Annual retainer and meeting fees allocated among funds based on net assets; Board Chair receives an additional 25%; travel/out‑of‑pocket reimbursed; no bonus, pension, profit‑sharing, or retirement plan .
Performance Compensation
| Performance Component | Structure/Metrics | Disclosure |
|---|---|---|
| Bonuses or performance-based equity for Trustees | None; Fund does not have a bonus plan for Trustees | Not applicable |
| Performance metrics (revenue, EBITDA, TSR, ESG, etc.) | Not applicable to Trustees | Not applicable |
| Clawbacks, severance, change‑of‑control for Trustees | Not disclosed for Trustees; Board compensation is retainer/meeting-fee based | Not disclosed |
Other Directorships & Interlocks
| Company/Entity | Category | Potential Interlock/Conflict Consideration |
|---|---|---|
| HPS Corporate Lending Fund; HPS Corporate Capital Solutions Fund | Registered investment companies/BDCs | Distinct from DHF’s adviser/sub‑adviser; no specific related‑party exposure disclosed; nominees and immediate family held no Investment Adviser securities as of Aug 22, 2025 |
| Northwestern Memorial Hospital | Non‑profit healthcare | Unrelated to DHF’s adviser/sub‑adviser; no conflicts disclosed |
Expertise & Qualifications
- Capital markets and oversight: Goldman Sachs investment banking foundation; ran family office functions interfacing with investment managers, legal advisors, and service providers—relevant to fund oversight, manager evaluation, and risk dialogue .
- Non‑profit executive leadership and governance across national and regional organizations (MENTOR, Mentor Illinois, Westover School, JDRF), and major healthcare system governance (Northwestern Memorial) — supports stakeholder, risk, and compliance perspectives .
- Extensive registered investment company board experience via BNY Mellon fund family and HPS BDCs — aligns with DHF’s governance needs .
Equity Ownership
| Holder | DHF Fund Shares | Aggregate Holdings (BNY Mellon fund family) | “Interested person” status | As‑of |
|---|---|---|---|---|
| Robin A. Melvin | None | $10,001–$50,000 | Not an “interested person” (independent) | Dec 31, 2024 |
- Adviser securities ownership: None for nominees and immediate family as of Aug 22, 2025 .
- Group holdings: Board nominees, continuing trustees, and officers as a group owned <1% of DHF’s outstanding shares as of Aug 22, 2025 .
- Section 16 compliance: Fund believes all required insider filings were timely during FY ended Mar 31, 2025 .
Governance Assessment
-
Positives
- Independent nominee with broad board experience; Audit Committee consists of all Trustees, enhancing financial oversight exposure (Audit Chair is a separate trustee) .
- Attendance threshold met (≥75%); structured committee framework with all‑independent membership; explicit independence of full Board and Chair .
- No securities of the Investment Adviser held by nominee or immediate family, limiting adviser‑related conflicts .
- Audit oversight processes and KPMG appointment reflect active committee function (ratified for FY ending Mar 31, 2026) .
-
Watch items / potential red flags
- No DHF share ownership (alignment risk); ownership within the broader BNY Mellon family is modest ($10,001–$50,000) .
- Trustees did not attend the prior annual shareholder meeting; the Fund has no policy encouraging such attendance (engagement signal) .
- High aggregate compensation across 68 portfolios suggests a significant time commitment across the complex; monitor bandwidth and engagement depth if elected to DHF’s Board .
- Committee chair roles for the Nominating/Compensation/Litigation Committees are not specified in the proxy; continued monitoring of leadership roles and accountability is warranted .
Overall: Strong governance and oversight profile with relevant financial and non‑profit leadership; independence and absence of adviser security holdings are positives. Primary alignment concern is zero DHF ownership and the breadth of concurrent fund responsibilities; monitor attendance, shareholder engagement, and any future DHF share accumulation post‑election .
Citations:
- DHF DEF 14A (Sep 26, 2025): Nominee status, age, bio, external roles, committees, independence, meeting counts, attendance, compensation framework and amounts, ownership, Section 16 compliance, Audit Committee composition and chair, auditor appointment .