Isabel Dunst

About Isabel Dunst

Isabel P. Dunst (age 78) is a Class III Director of the BNY Mellon Municipal Bond Infrastructure Fund, Inc. (NYSE: DMB) and has served on this board since 2014. She practiced law for over 40 years, including serving as Deputy General Counsel at the U.S. Department of Health and Human Services, and later as a long-tenured partner and then Senior Counsel at Hogan Lovells LLP before retiring in 2019. She serves on the Board of Trustees of the Union for Reform Judaism and the Board of Governors of Hebrew Union College–Jewish Institute of Religion, founded the Shards of Light philanthropic foundation, and is a Trustee of the Jewish Community Foundation of Greater Washington. Her biography indicates deep legal, regulatory, and public-sector experience—well aligned with audit and compliance oversight.

Past Roles

External Roles

Board Governance

• Committee assignments and roles:

  • Audit Committee Member (signed the Audit Committee Report in 2024 and 2025), indicating active participation in financial reporting oversight and auditor independence discussions.
  • The Fund has standing Audit, Nominating, Compensation, and Litigation Committees, each comprised of Independent Directors (Joseph S. DiMartino does not serve on the Compensation Committee).
  • Audit Committee Chair is Francine J. Bovich (Dunst is listed as member).

• Meetings and attendance:

  • FY ended Feb 28, 2025: Board (6), Audit (7), Nominating (1); Litigation and Compensation did not meet. All directors/nominees attended at least 75% of their meetings; directors did not attend last year’s annual meeting of stockholders.
  • FY ended Feb 29, 2024: Board (6), Audit (6), Nominating (2), Compensation (1); Litigation did not meet. All directors/nominees attended at least 75%; directors did not attend last year’s annual meeting.

• Independence:

  • Committees are comprised of Independent Directors and Dunst serves on the Audit Committee, evidencing Independent Director status under the Fund’s committee structure.

Fixed Compensation

• Structure: Annual retainer and meeting attendance fees (allocated among BNY Mellon funds by net assets); reimbursement of travel/out-of-pocket expenses; no bonus, pension, profit-sharing, or retirement plan for directors.

Performance Compensation

No performance metrics (e.g., TSR, revenue, EBITDA) are used for non-executive director pay; compensation is service-based.

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and regulatory: 40+ years in law; Deputy General Counsel at HHS with major legal/management responsibilities; extensive investment-management legal experience at Hogan Lovells.
• Governance: Multiple non-profit and academic board roles; philanthropic leadership.
• Fit for Board/Audit: Regulatory, legal, and compliance background aligns with Audit Committee oversight (financial reporting, internal controls, auditor independence).

Equity Ownership

• Additional alignment notes:
  • As of Dec 31, 2024, none of the Directors or their immediate family members owned securities of the Investment Adviser or affiliates (other than registered investment companies), reducing direct related-party exposure.

Governance Assessment

• Strengths

  • Deep regulatory and legal expertise (HHS Deputy GC; decades at Hogan Lovells) supports effective oversight on the Audit Committee.
  • Independent Director; active Audit Committee participation across multiple fiscal years.
  • Consistent attendance (≥75%) with measurable increase in Board/Audit workload in FY25 (7 Audit meetings vs 6 in prior year).

• Alignment and incentives

  • Compensation modest at the single-fund level and primarily cash-based retainers and meeting fees; no director bonus plan or retirement plan.
  • No DMB share ownership disclosed; however, “Over $100,000” aggregate holdings across the BNY Mellon Family of Funds suggest ecosystem alignment rather than security-specific alignment. Potentially neutral to modest negative for single-fund alignment.

• Conflicts and related-party exposure

  • No holdings of securities of the Investment Adviser or controlled affiliates by directors or immediate family (other than registered funds) as of Dec 31, 2024; mitigates direct conflicts risk.
  • No related-party transactions disclosed for Dunst; no tax gross-ups or equity repricing indicated for directors.

• Engagement risks and red flags

  • Directors did not attend last year’s annual stockholder meeting (Fund has no formal annual-meeting attendance policy); this can be perceived as an engagement gap.
  • Activism context: A non-binding declassification proposal by Saba was opposed by the Board, which recommended voting against; investors may view resistance to annual director elections as a governance negative amid activism.
  • Low direct ownership in DMB (none disclosed) may be viewed as reduced “skin in the game,” though fund-complex holdings are significant.

Overall, Dunst brings strong legal and regulatory credentials that enhance board effectiveness—particularly in audit and compliance oversight—while the absence of DMB share ownership and non-attendance at the annual meeting represent modest engagement/alignment flags. The broader activism backdrop (declassification) is a governance watch item for investors in assessing board responsiveness and accountability.