Francine Bovich
About Francine Bovich
Francine J. Bovich (age 73) is a Class I independent director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (ticker: DMB), serving on the board since 2015 and currently chairing the Audit Committee . Her background spans senior investment management roles, including Managing Director at Morgan Stanley Investment Management (1993–2010; roles included Co-Head of Global Tactical Asset Allocation, Operations Officer, Head of U.S. Institutional Equity), Principal/EVP/Senior PM at Westwood Management Corporation (1986–1993), and earlier work at Citicorp (1980–1986) . She also serves as Trustee for The Bradley Trusts (2011–present) and previously served on Annaly Capital Management’s board (2014–2025) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Morgan Stanley Investment Management | Managing Director; Co-Head Global Tactical Asset Allocation; Operations Officer; Head U.S. Institutional Equity | 1993–2010 | Senior leadership across asset allocation, operations, and institutional equity |
| Westwood Management Corporation | Principal, EVP, Senior Portfolio Manager | 1986–1993 | Portfolio management and leadership roles |
| Citicorp | Investment/finance roles (not further specified) | 1980–1986 | Early career experience in financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bradley Trusts | Trustee | 2011–Present | Private trust funds oversight |
| Annaly Capital Management, Inc. | Director | 2014–2025 | Public REIT board service completed in 2025 |
| Connecticut College | Emeritus Trustee; Investment Committee member (formerly Chair until June 2020) | Trustee 1986–1997; Investment Committee ongoing | Endowment investment oversight; Chair role ended June 2020 |
Board Governance
- Independence: Classified and disclosed as an Independent Director .
- Committee leadership: Audit Committee Chair; committee issued its report and recommended inclusion of audited financials in the FY ended Feb 28, 2025 Annual Report .
- Meetings and attendance (FY ended Feb 28, 2025): 6 Board, 7 Audit, 1 Nominating; Litigation and Compensation Committees did not meet; all directors attended at least 75% of meetings of committees they serve; directors did not attend the prior annual meeting .
- Class/Term: Class I Director with term expiring in 2027 .
| Governance Item | Detail |
|---|---|
| Independence status | Independent Director |
| Audit Committee role | Chair (Report dated May 21, 2025) |
| Board meetings (FY 2025) | 6 meetings |
| Audit Committee meetings (FY 2025) | 7 meetings |
| Nominating Committee meetings (FY 2025) | 1 meeting |
| Compensation/Litigation Committee meetings (FY 2025) | Did not meet |
| Attendance threshold (FY 2025) | ≥75% for all directors and committees served |
| Annual meeting attendance policy | No formal policy; directors did not attend last year’s annual meeting |
| Director class and term | Class I; term expires 2027 |
Fixed Compensation
- Structure: Annual retainer and meeting attendance fees allocated among funds based on net assets; travel/out-of-pocket expenses reimbursed; Chairman of the Board receives an additional 25% of compensation; no bonus, pension, profit-sharing, or retirement plan for directors .
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2025 |
|---|---|---|---|---|
| Compensation from DMB (USD) | $5,023 | $5,621 | $8,993 | $8,152 |
| Aggregate Compensation from Fund Complex (USD) | $660,000 (74 portfolios) | $658,500 (71 portfolios) | $676,250 (69 portfolios) | $699,700 (69 portfolios) |
Performance Compensation
- No performance-based pay components are disclosed for directors of DMB (no bonus plan, no pension/profit-sharing, and proxies do not report equity awards for directors) .
| Performance Pay Component | Disclosure |
|---|---|
| Annual/Target Bonus | Not applicable; Fund does not have a bonus plan |
| Stock awards (RSUs/PSUs) | Not disclosed for directors |
| Options (strike, vesting, expiration) | Not disclosed for directors |
| Performance metrics tied to pay (e.g., revenue, EBITDA, TSR, ESG) | Not applicable/disclosed |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| Annaly Capital Management, Inc. | Director | 2014–2025 | No DMB-Annaly transactional ties disclosed; ended 2025 |
No related-party transactions or ownership of the investment adviser’s securities by Bovich or her immediate family are disclosed, reducing conflict risk .
Expertise & Qualifications
- Senior asset management leadership (Morgan Stanley IM; Westwood), portfolio management, and institutional equity experience .
- Audit oversight as Audit Committee Chair—experience with financial reporting quality, auditor independence, and internal controls .
- Endowment investment oversight (Connecticut College Investment Committee) and fiduciary experience (Bradley Trusts) .
Equity Ownership
| Date (as of) | DMB Fund Common Stock | Aggregate Holdings of BNY Mellon/Dreyfus Family Funds |
|---|---|---|
| Dec 31, 2015 | None | None |
| Dec 31, 2024 | None | $50,001 – $100,000 |
As of Dec 31, 2024, neither Bovich nor immediate family members owned securities of the Investment Adviser or its controlled affiliates (other than registered funds), which supports independence .
Governance Assessment
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Strengths:
- Audit Committee leadership and active oversight of financial reporting and auditor independence (chair role; formal audit report and recommendation) .
- Extensive asset management and portfolio leadership background aligned with fund oversight needs .
- Independence affirmed; no adviser security ownership by director or immediate family reduces conflict exposure .
-
Watch items:
- No DMB share ownership reported; while not required, lack of direct fund equity may modestly weaken alignment optics .
- Directors did not attend the prior annual meeting; absence can be perceived as lower direct shareholder engagement .
- Compensation and Litigation committees did not meet in FY 2025; given fixed director pay structures in fund complexes, this may reflect limited need, but is noteworthy for pay oversight cadence .
-
Related-party/conflict review:
- No related-party transactions or adviser security holdings involving Bovich disclosed; prior external directorship at Annaly (2014–2025) appears unrelated to DMB’s adviser, and ended in 2025 .
-
Overall implication:
- Chairing the Audit Committee and deep investment management experience bolster board effectiveness; independence and lack of related-party ties support investor confidence. Monitoring engagement practices (annual meeting attendance) and any evolution in ownership or committee activity remains prudent .