Benaree Wiley
About Benaree Pratt Wiley
Benaree Pratt Wiley (age 79) is an Independent Director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB), serving since 2013 and designated as an RVMTP Shares designee; she is a corporate director and trustee with prior leadership as President & CEO of The Partnership, Inc. for fifteen years and current service on the board of CBIZ (NYSE: CBZ) . The Fund’s board is entirely independent under the Investment Company Act, and its oversight role emphasizes governance of service providers rather than operating management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Partnership, Inc. | President & CEO | Fifteen years (not dated) | Led efforts to attract, retain, and develop professionals of color in Greater Boston |
| PepsiCo | Chair, African American Advisory Board | Not disclosed | Advisory leadership to a Fortune 500 company |
| First Albany (NASDAQ: FACT) | Director (former) | Not disclosed | Prior public company board experience |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004–Dec 2020 | Healthcare governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE: CBZ) | Director | 2008–Present | Current public company directorship |
| Dress for Success Boston; Partners Continuing Care & Spaulding Hospital; Black Philanthropy Fund; Howard University (Vice Chair until June 2021) | Trustee/Board roles | Various | Civic and academic governance roles |
Board Governance
- Committee memberships: Audit, Nominating, Compensation, and Litigation Committees are composed of Independent Directors; Mr. Joseph S. DiMartino does not serve on Compensation. The Audit Committee consists of all Directors; Wiley is an Audit Committee member (listed in the Audit Committee report) .
- Independence: All Directors, including the Chairman, are independent (none are “interested persons” under the 1940 Act) .
- Attendance: All Directors attended at least 75% of Board and committee meetings of which they were members in the last fiscal year .
- Annual meeting attendance: The Fund does not have a formal policy; Directors did not attend the prior year’s annual meeting of stockholders .
- Classified Board: The Fund maintains a classified board and the Board recommended voting against a 2025 declassification proposal by Saba Capital; declassification would require a 75% shareholder vote under the Charter .
| Meeting Activity (Fiscal Year) | Count |
|---|---|
| Board meetings | 6 |
| Audit Committee meetings | 7 |
| Nominating Committee meetings | 1 |
| Compensation Committee meetings | 0 |
| Litigation Committee meetings | 0 |
Fixed Compensation
- Compensation structure: Directors receive annual retainer and meeting attendance fees allocated among DMB and other funds in the complex based on net assets; Chairman receives an additional 25%. There are reimbursements for travel/out-of-pocket expenses. No bonus, pension, profit-sharing, or retirement plan .
| Metric | FY 2024 (ended Feb 29, 2024) | FY 2025 (ended Feb 28, 2025) |
|---|---|---|
| Compensation from DMB (cash) | $4,759 | $6,403 |
| Aggregate compensation from Fund Complex | $627,500 (across 60 portfolios) | $641,700 (across 57 portfolios) |
Performance Compensation
- No performance-linked pay is disclosed for Directors; the Fund does not have bonus or equity plans for Directors, and compensation is not tied to financial or ESG performance metrics .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE: CBZ) | Director | 2008–Present | Joseph S. DiMartino (DMB Chairman) served as CBIZ Director until May 2023, indicating a historical interlock within the board network |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004–Dec 2020 | Former role |
| First Albany (NASDAQ: FACT) | Director (former) | Not disclosed | Prior public board role |
Network note: A prior CBIZ directorship by DMB’s Chairman (DiMartino) until May 2023 overlaps with Wiley’s current CBIZ board seat, suggesting historical board-level network ties that may influence information flow but do not, by themselves, indicate a conflict .
Expertise & Qualifications
- Corporate governance and diversity leadership through The Partnership, Inc.; advisory leadership experience at PepsiCo .
- Public company board experience at CBIZ and prior at First Albany; healthcare governance at Blue Cross–Blue Shield of Massachusetts .
- Engagement across civic and academic boards (Howard University Vice Chair until June 2021) .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| DMB Common Stock holdings | None | None |
| Aggregate holdings of BNY Mellon Family of Funds | None | $50,001–$100,000 |
- Group holdings: As of June 25, 2025, Directors and officers as a group owned less than 1% of DMB Common Stock .
- No related-party securities: As of Dec 31, 2024, Directors and their immediate family members did not own securities of the Investment Adviser or its control affiliates (other than registered investment companies) .
- Section 16 compliance: The Fund reported compliance for the year ended Feb 28, 2025, with one late filer (Bank of America Corporate Center) unrelated to Wiley .
Governance Assessment
- Board effectiveness: Wiley’s long tenure (since 2013) and Audit Committee membership (committee of all Directors) support continuity and regulatory oversight competency for a complex, closed-end fund structure .
- Independence and committee coverage: She is independent and, given committee composition rules, serves on Audit, Nominating, Compensation, and Litigation Committees; broad coverage can enhance oversight breadth .
- Ownership alignment: She holds no DMB Common Stock (as of 2023 and 2024), which may signal weaker direct alignment with DMB shareholders; holdings in other funds ($50,001–$100,000 in 2024) increase fund-complex alignment but not DMB-specific alignment .
- Attendance: Meets minimum 75% threshold for meetings; however, Directors did not attend the prior annual stockholder meeting, which can be viewed unfavorably by some investors prioritizing shareholder engagement .
- Conflicts and related parties: No disclosed ownership of the Investment Adviser or affiliates; historical CBIZ interlock with DMB’s Chairman ended in May 2023, reducing ongoing interlock risk .
RED FLAGS
- No DMB share ownership as of Dec 31, 2024, potentially weakening direct pay-for-performance alignment with DMB investors .
- Directors did not attend the prior annual meeting; while the Fund allows virtual meetings, non-attendance may be perceived as reduced engagement with stockholders .
- Classified board structure and opposition to declassification in 2025 can be viewed as entrenchment risk; while structural, it affects board accountability and investor influence rather than Wiley specifically .
Positive Signals
- Extensive governance experience and audit oversight role in a fully independent board .
- No related-party exposure to the Investment Adviser or affiliates and Section 16 compliance at the group level (no issues specific to Wiley disclosed) .