J. Charles Cardona

About J. Charles Cardona

Independent Class II Director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB) since 2014; age 69 in the 2025 proxy, implying ~11 years of board tenure as of 2025 . Former President and Director of The Dreyfus Corporation and CEO of its Cash Investment Strategies division; extensive fund leadership and distribution/operations experience, now serving on multiple BNY Mellon fund boards, with current audit committee membership at DMB . All DMB Directors, including Cardona, are classified as Independent under the 1940 Act; none of the Directors or their immediate family members owned securities of the Investment Adviser or its affiliates as of 12/31/2024 .

Past Roles

External Roles

Board Governance

• Independence: All DMB Directors, including the Chairman, are Independent; none are “interested persons” under the 1940 Act .
• Committee assignments: Cardona is listed as an Audit Committee Member; Audit Committee Chair is Francine J. Bovich . The Board has standing Audit, Nominating, Compensation, and Litigation Committees; all comprised of Independent Directors (DiMartino does not serve on Compensation) .
• Meetings and attendance: Directors attended at least 75% of Board and committee meetings in the last fiscal year .
• Annual meeting attendance: Directors did not attend last year’s annual meeting of stockholders .
• Board classification/activism: Saba Capital submitted a non-binding proposal to declassify the Board; the Board recommends voting AGAINST declassification and FOR Cardona’s re-election (Class II term to 2028) .

Meeting Activity (Board and Committees)

Fixed Compensation

• Structure: Directors receive annual retainer and meeting attendance fees allocated among BNY Mellon funds on the basis of net assets; the Board Chairman (DiMartino) receives an additional 25% of such compensation. The Fund reimburses travel and out-of-pocket expenses .
• No bonus/pension plans: The Fund does not have a bonus, pension, profit-sharing or retirement plan .

Performance Compensation

Note: DMB’s proxy reflects a cash-based director compensation framework without disclosed performance conditions, equity grants, or severance/change-of-control terms .

Other Directorships & Interlocks

• Current fund complex roles: Chair/Trustee at BNY Mellon ETF Trust and ETF Trust II; prior Director/Chair of BNY Mellon Liquidity Funds .
• Prior public boards: Consolidated Edison, Inc.; The Phoenix Companies, Inc. (dates not disclosed) .
• Interlocks/conflicts: All Directors are Independent under the 1940 Act; none of the Directors or immediate family members owned securities of the Investment Adviser or affiliates as of 12/31/2024, mitigating related-party exposure . The Litigation Committee exists to address potential conflicts with the Investment Adviser in litigation matters .

Expertise & Qualifications

• Deep fund governance expertise from leadership roles across Dreyfus/BNY Mellon fund platforms (President/Director; CEO – Cash Investment Strategies; MBSC Chairman/EVP) .
• Multi-fund board leadership (ETF Trusts Chair; Liquidity Funds Director/Chair), indicating broad oversight experience in ETFs and liquidity products .
• Audit oversight: Current member of DMB’s Audit Committee, participating in financial reporting oversight and review with independent auditors .

Equity Ownership

Independence indicator: As of 12/31/2024, none of the Board Nominees or Continuing Directors or their immediate family members owned securities of the Investment Adviser or affiliates (other than registered funds) .

Governance Assessment

• Board effectiveness: Cardona brings extensive fund governance and distribution/operations experience; current Audit Committee membership demonstrates engagement in financial oversight . Attendance met ≥75% threshold in the last fiscal year; the Board and Audit Committee were active (6/7 meetings, respectively) .
• Alignment and pay design: Director pay is modest at the Fund level and cash-based, with no performance incentives disclosed—appropriate for independent directors, but offers limited pay-for-performance signaling; aggregate fund-complex compensation reflects Cardona’s broader responsibilities across BNY Mellon funds .
• Independence and conflicts: Despite prior executive roles at Dreyfus/MBSC, the proxy classifies all Directors as Independent under the 1940 Act; absence of Investment Adviser securities holdings by Directors/family supports independence . Litigation Committee framework addresses potential adviser-related conflicts .
• Engagement signals: Directors did not attend the prior annual meeting—an investor engagement soft spot; consider ongoing monitoring of annual meeting participation .
• Structural risk/activism: Active campaign by Saba Capital to declassify the Board; Board recommends AGAINST, favoring continuity. Classified board structures can be viewed as entrenching; investors may scrutinize responsiveness to shareholder governance proposals .

RED FLAGS

• Directors did not attend the annual stockholder meeting (engagement concern) .
• Classified board opposed by the Board amid shareholder activism (potential entrenchment signal) .

Positive signals

• Active audit oversight and ≥75% attendance; formal committees comprised of Independent Directors .
• No disclosed related-party security holdings in the Investment Adviser or affiliates by Directors/family .
• Transparent disclosure of multi-fund responsibilities and compensation allocation methodology .