Andrew Donohue
About Andrew J. (Buddy) Donohue
Andrew J. Donohue (age 74) is an Independent Director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB) and has served on the Fund’s Board since 2019. He brings over 40 years of investment funds industry experience, including senior roles at the U.S. SEC and multiple leading asset managers. The Fund’s Board is entirely composed of Independent Directors under the 1940 Act, and Donohue is part of that independent slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Chief of Staff to the Chair | 2015–2017 | Senior policymaking and regulatory coordination for SEC Chair |
| U.S. Securities and Exchange Commission | Director, Division of Investment Management | 2006–2010 | Most senior regulator for U.S. investment funds industry |
| Goldman Sachs | Investment Company General Counsel | 2012–2015 | Governance and regulatory counsel for investment companies |
| Merrill Lynch Investment Managers | Global General Counsel | 2003–2006 | Global legal oversight for asset management business |
| OppenheimerFunds, Inc. | EVP & General Counsel | 1991–2001 | Senior legal leadership; industry governance |
| Shearman & Sterling LLP | Of Counsel | Sep 2017–Jul 2019 | Investment management law advisory |
| Solo Law Practice | Attorney | 2019–Present | Independent practice in investment management law |
| Mutual Fund Directors Forum | Director (2018–), Chair | Since Jan 2023 | Leadership of a prominent funds industry organization |
| Brooklyn Law School | Adjunct Professor (Investment Management Law) | Ongoing | Academic contribution to governance and regulation |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| OppenheimerFunds (58 funds) | Independent Director | 2017–2019 | Investment fund complex (not a single public operating company) |
| Mutual Fund Directors Forum | Director; Chair | Director since 2018; Chair since Jan 2023 | No |
| American Bar Association (Investment Companies & Advisers Subcommittee) | Former Chair; Editor of ABA Fund Director’s Guidebook | Various | No |
| Brooklyn Law School | Adjunct Professor | Ongoing | No |
| Other public company board memberships (past 5 years) | N/A (as of 2025) | — | No |
Board Governance
- Independence: All Fund Directors (including the Chairman) are Independent Directors under the 1940 Act; Board leadership is independent of the Investment Adviser .
- Committees: The Fund has standing Audit, Nominating, Compensation, and Litigation Committees comprised of Independent Directors (except Mr. DiMartino does not serve on Compensation). Donohue is an Audit Committee member per the Committee’s report; by composition language, he serves on Nominating, Compensation, and Litigation as an Independent Director .
- Committee chair roles: Audit Committee is chaired by Francine J. Bovich (Donohue is a member) .
- Board attendance/engagement: In FY 2024, the Fund held six Board meetings, six Audit, two Nominating, and one Compensation meeting; Litigation did not meet. In FY 2025, six Board, seven Audit, one Nominating; Litigation and Compensation did not meet. All Directors attended at least 75% of meetings; Directors did not attend last year’s annual meeting (no formal attendance policy) .
- Classification and tenure: Donohue was redesignated in 2024 from Class III to Class I; he is a Class I Director with term expiring in 2027 (service since 2019) .
- Governance activism context: In 2025, Saba submitted a non-binding proposal to declassify the Board; the Board, including Independent Directors, unanimously recommended voting against .
Fixed Compensation
| Metric | FY 2024 (year ended Feb 29, 2024) | FY 2025 (year ended Feb 28, 2025) |
|---|---|---|
| Compensation from DMB (Fund) | $4,759 | $6,403 |
| Aggregate Compensation from Fund Complex | $459,500 (served on 43 portfolios) | $473,700 (served on 40 portfolios) |
| Structure notes | Annual retainer and meeting fees; Chairman receives additional 25%; travel/out-of-pocket reimbursed; no bonus/pension/profit-sharing/retirement plan | Annual retainer and meeting fees; Chairman receives additional 25%; travel/out-of-pocket reimbursed; no bonus/pension/profit-sharing/retirement plan |
Performance Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Target bonus % | None | The Fund does not have a bonus plan for Directors |
| Actual bonus paid | None | No bonus plan disclosed |
| Stock/Option awards | None disclosed | Compensation described as cash retainers and meeting fees allocated by net assets; no equity award program disclosed for Directors |
| Performance metrics (TSR, EBITDA, ESG) | None | No performance-based director compensation metrics disclosed |
| Clawback provisions | Not disclosed | No clawback language for Director compensation in proxy |
Other Directorships & Interlocks
| Entity | Relationship | Period | Potential Conflict/Interlock |
|---|---|---|---|
| OppenheimerFunds (58 funds) | Independent Director | 2017–2019 | No current interlock at DMB; prior role within 5-year window as of 2024 |
| Investment Adviser & affiliates | Securities ownership by Donohue/immediate family | None (as of Dec 31, 2023 and Dec 31, 2024) | Reduces related-party conflict risk |
Expertise & Qualifications
- Senior regulatory expertise: Former Director of SEC Division of Investment Management and Chief of Staff to SEC Chair .
- Deep asset management legal credentials: GC roles at Merrill Lynch Investment Managers, OppenheimerFunds; Investment Company GC at Goldman Sachs .
- Industry leadership and governance: Chair of Mutual Fund Directors Forum; ABA subcommittee chair; editor of ABA Fund Director’s Guidebook .
- Academic contribution: Adjunct professor teaching investment management law at Brooklyn Law School .
Equity Ownership
| As of Date | DMB Fund Common Stock | Aggregate Holdings across BNY Mellon Family of Funds | Ownership as % of DMB Shares Outstanding |
|---|---|---|---|
| Dec 31, 2023 | None | Over $100,000 | 0.00% (None held; Common shares outstanding 18,405,972.803 on Jun 11, 2024) |
| Dec 31, 2024 | None | Over $100,000 | 0.00% (None held) |
Note: The proxy explicitly states none of the Directors or their immediate families owned securities of the Investment Adviser or any person controlling or under common control with the Investment Adviser as of the stated dates .
Governance Assessment
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Strengths:
- Extensive regulatory and governance expertise (SEC leadership roles; GC experiences) aligns with robust oversight of compliance, audit, and risk management .
- Board entirely independent; Committees composed of Independent Directors; Audit Committee report evidences active oversight and interaction with PCAOB-registered auditors, including independence discussions .
- Attendance: At least 75% committee/Board attendance; significant committee activity (e.g., seven Audit meetings in FY 2025) .
-
Alignment considerations:
- Donohue holds no DMB shares; while he has >$100k aggregate holdings across the BNY Mellon fund family, the lack of direct ownership in DMB may be perceived as lower “skin-in-the-game” for this specific Fund .
- Compensation is cash-only (retainer and meeting fees) without performance linkage; no equity incentives to tie compensation to Fund performance for directors .
-
Engagement and optics:
- Directors did not attend the prior annual meeting (no formal attendance policy), which may be viewed as a modest engagement gap by some investors .
- Governance activism: The Board (including Independent Directors) recommended voting against declassification proposed by Saba, which could be interpreted as favoring continuity over annual accountability; investors should monitor subsequent votes and engagement outcomes .
-
RED FLAGS:
- No direct DMB stock ownership (0%): potential alignment concern .
- Non-attendance at the annual meeting: engagement optics .
- No performance-based compensation metrics: limited pay-for-performance signals for directors .
Overall, Donohue’s regulatory pedigree and audit participation support governance quality and compliance oversight, but the absence of DMB share ownership and performance-linked director pay may temper alignment signals for performance-focused investors .