Roslyn M. Watson
About Roslyn M. Watson
Roslyn M. Watson (age 75) is an Independent Class II Trustee of BNY Mellon High Yield Strategies Fund (DHF), serving since 1998. She is President and Founder of Watson Ventures, Inc. (a real estate development investment firm) and has been a business entrepreneur in commercial and residential real estate for over 15 years; prior roles include General Manager at the Massachusetts Port Authority. Her board memberships include American Express Bank, FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International (until September 2022), and Simmons College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Port Authority | General Manager | Not disclosed | Senior operating role in public sector |
| American Express Bank, FSB | Director | 1993–2018 | Banking oversight; not in past 5 years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watson Ventures, Inc. | President & Founder | 1993–Present | Real estate development investment firm |
| The Hyams Foundation, Inc. | Board (emeritus) | Not disclosed | Non-profit governance |
| Pathfinder International | Board Member | Until Sep 2022 | Global health NGO |
| Simmons College | Board Member | Not disclosed | Higher education governance |
| Awards | — | — | Woman of Achievement (Boston Big Sister Association); Working Woman of the Year (Working Woman Magazine) |
Board Governance
- Independence: All DHF Trustees, including the Chairman, are independent and not “interested persons” of the Fund; Watson is an Independent Trustee.
- Committee memberships: DHF has standing Audit, Nominating, Compensation, and Litigation Committees comprised of Independent Trustees (except Chairman DiMartino does not serve on Compensation). Watson, as an Independent Trustee, serves on Audit, Nominating, Compensation, and Litigation.
- Committee chair roles: Audit Committee Chair is Francine J. Bovich; no chair role disclosed for Watson.
- Attendance and engagement: In the last fiscal year, the Fund held 6 Board meetings, 5 Audit Committee meetings, 1 Compensation Committee meeting, and 1 Nominating Committee meeting; Litigation Committee did not meet. All Continuing Trustees and Board Nominees (including Watson) attended at least 75% of the meetings of the Board and committees of which they were a member; Trustees did not attend last year’s annual meeting of shareholders.
| Committee | Membership | FY Ended Mar 31, 2025 Meetings | Attendance Disclosure |
|---|---|---|---|
| Board | Trustee | 6 | ≥75% attendance for all Trustees |
| Audit | Member | 5 | ≥75% attendance; Audit Committee includes all Trustees |
| Compensation | Member | 1 | ≥75% attendance; Independent Trustees (excluding DiMartino) |
| Nominating | Member | 1 | ≥75% attendance; Independent Trustees |
| Litigation | Member | 0 | Committee did not meet |
Fixed Compensation
Compensation structure: Annual retainer and meeting attendance fees are allocated among DHF and other funds based on net assets; the Chairman receives an additional 25%. Trustees are reimbursed for travel and out-of-pocket meeting expenses; there is no bonus, pension, profit-sharing, or retirement plan.
| Metric | FY 2024 (year ended Mar 31, 2024) | FY 2025 (year ended Mar 31, 2025) |
|---|---|---|
| Compensation from DHF (USD) | $6,060 | $6,574 |
| Aggregate Compensation from Fund Complex (USD) | $459,500 (43 portfolios) | $470,200 (40 portfolios) |
Performance Compensation
- No performance-linked compensation for DHF Trustees; the Fund does not have a bonus, pension, profit-sharing, or retirement plan.
- No equity or option awards to directors are disclosed.
| Performance Metric | Disclosure |
|---|---|
| Target/Actual Bonus | None; no bonus plan |
| Equity Awards (RSUs/PSUs) | None disclosed |
| Option Awards | None disclosed |
| Performance Goals (EBITDA, TSR, ESG) | Not applicable to Trustee compensation |
| Clawback Provisions | Not disclosed for Trustees |
| Severance/Change-of-Control | Not applicable/not disclosed for Trustees |
| Pension/SERP | None |
Other Directorships & Interlocks
- Public company boards in past 5 years: None (N/A).
- Historical: American Express Bank, FSB (Director, 1993–2018).
- Non-profit/academic boards: Hyams Foundation (emeritus), Pathfinder International (until Sep 2022), Simmons College.
| Company/Institution | Type | Role | Tenure |
|---|---|---|---|
| — | Public company (past 5 years) | — | N/A |
| American Express Bank, FSB | Bank | Director | 1993–2018 |
| Hyams Foundation | Non-profit | Board (emeritus) | Not disclosed |
| Pathfinder International | Non-profit | Board Member | Until Sep 2022 |
| Simmons College | Academic | Board Member | Not disclosed |
Expertise & Qualifications
- Real estate entrepreneurship and investment leadership as Principal of Watson Ventures, Inc. since 1993, with 15+ years operating experience in commercial and residential real estate.
- Public sector operational leadership as former General Manager of the Massachusetts Port Authority.
- Recognized with governance and leadership awards (Boston Big Sister Association; Working Woman Magazine).
Equity Ownership
- As of December 31, 2023 and December 31, 2024, Watson owned no DHF Fund shares; her aggregate holdings across the BNY Mellon Family of Funds were in the $10,001–$50,000 range.
| Ownership Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| DHF Fund Shares | None | None |
| Aggregate Holdings (All BNY Mellon Funds) | $10,001–$50,000 | $10,001–$50,000 |
| Securities of Investment Adviser or affiliates (non-RICs) | None by Trustees or immediate family members | None by Trustees or immediate family members |
Governance Assessment
- Positive signals: Long tenure (since 1998) and breadth of committee participation (Audit, Nominating, Compensation, Litigation), with documented Board-level independence and at least 75% attendance; Watson is also a signatory to the Audit Committee’s report, indicating active engagement in financial oversight.
- Compensation alignment: Trustee pay limited to fixed retainer and meeting fees (no bonus or equity), reducing pay-for-performance misalignment risks common in operating companies; chair premium is disclosed.
- Conflicts and related parties: No ownership by Trustees or immediate family members of the Investment Adviser or affiliates (other than registered investment companies); the Litigation Committee is structured to manage potential adviser-related conflicts.
- Potential concern: No direct ownership of DHF shares as of year-end 2023 and 2024, which may modestly limit direct “skin-in-the-game” alignment, though this is customary in ’40 Act fund complexes.
- Board-level attendance: Trustees did not attend last year’s annual meeting of shareholders, which may be viewed negatively by some governance-sensitive investors, though regular Board/committee attendance thresholds were met.
RED FLAGS
- No DHF share ownership disclosed for Watson (two consecutive year-ends).
- Trustees did not attend last year’s annual shareholder meeting (board-level disclosure).
Audit Committee Report signatories include Watson (member), evidencing her participation in audit oversight: Francine J. Bovich (Chair), Joseph S. DiMartino, Andrew J. Donohue, Bradley J. Skapyak, Roslyn M. Watson, Benaree Pratt Wiley.