James Windels
About James Windels
James Windels is the Treasurer of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB), serving in this role since 2012 and aged 66 as of the 2025 proxy . He is Director of BNY Mellon Investment Adviser, Inc. since February 2023, Vice President of the Investment Adviser since September 2020, and Director – BNY Fund Administration; he also serves as an officer across the BNY Mellon fund complex (47 investment companies, 103 portfolios in 2025; previously 52 investment companies, 114 portfolios in 2024) . The proxy materials reviewed do not provide education credentials or individual performance metrics like TSR, revenue growth, or EBITDA growth for fund officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BNY Mellon Investment Adviser, Inc. | Director | Feb 2023–present | Senior leadership at adviser overseeing fund complex administration and governance |
| BNY Mellon Investment Adviser, Inc. | Vice President | Sep 2020–present | Executive role supporting investment adviser operations across multiple registered funds |
| BNY Fund Administration | Director | Current | Oversight of fund administration and financial reporting processes |
| The Dreyfus Corporation (predecessor to Investment Adviser) | Director – Mutual Fund Accounting | Disclosed in 2014–2017 proxies | Led mutual fund accounting across the Dreyfus/BNY Mellon fund complex |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in DMB proxy | — | — | — |
No external public company directorships or committee roles for James Windels are disclosed in the DMB proxy materials reviewed .
Fixed Compensation
Officer cash compensation (base salary, target bonus, actual bonus) is not disclosed in the DMB proxy materials reviewed; the proxy focuses on director compensation and does not report officer-specific pay (typical of closed-end fund filings) . The Fund does not maintain bonus, pension, profit-sharing or retirement plans for directors; director retainers and meeting fees are disclosed separately (not applicable to Windels as an officer) .
Performance Compensation
No disclosure of performance-based incentives (RSUs/PSUs, options, performance metric weightings, vesting schedules, or payout calibrations) for fund officers is provided in the proxy materials reviewed .
Equity Ownership & Alignment
| Item | Amount/Status | As-of Date |
|---|---|---|
| Total beneficial ownership of Fund Common Stock by board nominees, continuing directors, and officers (aggregate) | Less than 1% of Common Stock outstanding | June 25, 2025 |
| RVMTP preferred shares owned by board nominees, continuing directors, and officers | 0 reported for officers/directors as a group | June 25, 2025 |
| Individual holdings for James Windels | Not disclosed in proxy | June 25, 2025 |
| Shares pledged as collateral (officers) | Not disclosed in proxy | June 25, 2025 |
| Section 16(a) filings (officers/directors/10% holders) | Fund states compliance in FY ended Feb 28, 2025; one late Form 4 by Bank of America Corporate Center noted (not attributed to Windels) | FY 2025 |
| Stock ownership guidelines for officers | Not disclosed in proxy | 2025 |
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Title | Treasurer | |
| Start date (position with Fund) | 2012 | |
| Age | 66 (2025 proxy) | |
| Term of office | Indefinite until successor is elected and qualified (officers serve at the pleasure of the Board) | |
| Employer | BNY Mellon Investment Adviser, Inc.; BNY Fund Administration | |
| Non-compete / non-solicit | Not disclosed | |
| Change-of-control / severance | Not disclosed | |
| Clawbacks / tax gross-ups | Not disclosed |
Board Governance
James Windels is an officer (Treasurer) and not a Director; he is not listed as a member of Board committees (Audit, Nominating, Compensation, Litigation), which are comprised of Independent Directors .
Say-on-Pay & Shareholder Feedback
DMB proxy materials for 2024–2025 cover director elections and governance proposals; they do not include say-on-pay for officers (closed-end funds typically do not have officer say-on-pay). In 2025, an activist-sponsored non-binding proposal to declassify the Board was presented; the Board recommended voting against declassification .
Compensation Committee Analysis
The Compensation Committee establishes director compensation for Board service; there is no disclosure of officer compensation-setting processes at the Fund level in the proxy .
Expertise & Qualifications
The proxy provides functional background but no detailed education biography for Windels. Disclosed qualifications include senior finance and fund administration leadership roles at the Investment Adviser and fund administration entity; prior Dreyfus mutual fund accounting leadership .
Work History & Career Trajectory
| Organization | Role | Time at Company | Notable Responsibilities |
|---|---|---|---|
| BNY Mellon Investment Adviser, Inc. | Director; Vice President | Since 2023 (Director); Since 2020 (VP) | Officer of a large registered funds complex; legal/regulatory oversight and fund operations support |
| BNY Fund Administration | Director | Current | Financial reporting and fund administration leadership |
| The Dreyfus Corporation | Director – Mutual Fund Accounting | Disclosed in 2014–2017 proxies | Leadership of mutual fund accounting across the fund complex |
Related Party Transactions and Risk Indicators
- No related party transactions involving Windels are disclosed in the proxy materials reviewed .
- No legal proceedings or SEC investigations involving Windels are disclosed; the Fund notes overall Section 16 compliance with one third-party late Form 4 filing (Bank of America Corporate Center) .
Investment Implications
- Pay-for-performance alignment: The proxy does not disclose officer pay structure, performance metrics, or equity awards for fund officers, limiting assessment of pay-performance alignment for Windels; as a closed-end fund officer employed by the Investment Adviser, compensation drivers likely relate to adviser-level objectives rather than single-fund TSR, which reduces direct, fund-specific alignment signals .
- Insider selling pressure: With no reported officer equity grants and aggregate officer/director beneficial ownership under 1% of Common Stock, near-term insider selling pressure appears limited; no pledging or hedging disclosures are provided .
- Retention risk: Tenure and broad responsibilities across many investment companies (47 funds/103 portfolios in 2025) suggest institutional continuity; but absence of contractual severance or retention disclosures means retention terms are not assessable from the proxy .
- Trading signals: The 2025 governance contest over board declassification reflects activism at the fund level but does not provide officer-specific trading signals; monitor governance outcomes for potential changes impacting fund strategy and resource allocation .