Joseph DiMartino
About Joseph S. DiMartino
Joseph S. DiMartino (age 81) is the independent Chairman of the Board and a Class III Director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB) since 2013, with all Fund directors currently classified as independent under the 1940 Act . DiMartino previously held senior roles at The Dreyfus Corporation until 1994, and has chaired boards across the BNY Mellon Family of Funds for over 25 years, indicating extensive investment fund governance experience . He is not affiliated with the Investment Adviser, consistent with the Fund’s independent leadership design .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dreyfus Corporation | Portfolio Manager; President; COO; Director | 1971–1994 | Senior operating and governance roles prior to BNY Mellon predecessor acquisition |
| The Noel Group (public buyout firm) | Chairman of the Board | Jul 1995–Nov 1997 | Led management, acquisitions, IPOs, liquidations of operating companies |
| Muscular Dystrophy Association | Director | 1986–2010 | Non-profit board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE:CBZ) | Director | 1997–May 2023 | Public company in professional business services |
Board Governance
- Independence: All Fund directors, including the Chairman, are independent; the Board structure prioritizes independence from the Investment Adviser and affiliates .
- Committees: The Fund has standing Audit, Nominating, Compensation, and Litigation Committees comprised of independent directors; DiMartino serves on the Audit Committee and does not serve on the Compensation Committee .
- Audit Committee: Audit Committee includes all directors; Chair is Francine J. Bovich; DiMartino is a member and participated in the FY2025 oversight recommending inclusion of audited financials in the Annual Report .
- Meetings/Attendance: Last fiscal year included 6 Board meetings, 7 Audit Committee meetings, and 1 Nominating Committee meeting; Litigation and Compensation Committees did not meet. All directors attended at least 75% of meetings of committees on which they served . Directors did not attend last year’s annual stockholder meeting (virtual format), a potential engagement concern .
- Board structure: Classified board (three classes, staggered terms) with activism pressure to declassify; Board unanimously recommends voting against declassification as inconsistent with long-term stockholder interests .
Fixed Compensation
| Metric | FY 2024 (ended Feb 29, 2024) | FY 2025 (ended Feb 28, 2025) |
|---|---|---|
| Compensation from DMB (USD) | $5,929 | $9,315 |
| Aggregate compensation from Fund complex (USD) | $1,168,125 (92 portfolios) | $1,090,000 (86 portfolios) |
| Chairman premium | Chairman receives +25% of retainer/meeting comp vs other directors | |
| Plan features/benefits | No bonus, pension, profit-sharing, or retirement plan; travel/out-of-pocket reimbursed | |
| Fund-paid overhead | Office space/supplies/secretarial services costs allocated; example: ~$238 paid by DMB in 2024 |
Performance Compensation
- The Fund states it does not maintain bonus, profit-sharing, or performance-based plans for directors; no RSUs/PSUs/options or performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| CBIZ, Inc. | Director (1997–May 2023) | Not disclosed in DMB proxy | No direct DMB service-provider linkage disclosed |
Expertise & Qualifications
- Long-tenured independent chair across BNY Mellon fund boards; deep experience with investment company oversight, conflicts management, and advisory relationship reviews .
- Prior senior operating roles at Dreyfus (portfolio management and C-suite) provide financial, operational, and governance expertise relevant to closed-end fund oversight .
- Experience in public-company governance and non-profit boards enhances stakeholder engagement perspective .
Equity Ownership
| Holder | DMB Fund Common Stock (as of Dec 31, 2024) | Aggregate holdings across BNY Mellon Family of Funds |
|---|---|---|
| Joseph S. DiMartino | None | Over $100,000 |
- Group beneficial ownership (directors/officers) in DMB Common Stock is less than 1%; none own RVMTP shares .
- Section 16 compliance: The Fund reports compliance for required filers in FY2025 except a late Form 4 by Bank of America Corporate Center; no delinquency disclosed for DiMartino .
- No disclosure of pledged/hedged shares or stock ownership guidelines for directors within the DMB proxy .
Governance Assessment
- Strengths: Independent Chairman; all directors independent; active Audit Committee participation; high meeting attendance (≥75% on committees served); robust oversight and independent counsel engagement .
- Alignment concerns:
- No DMB share ownership by DiMartino, limiting direct “skin-in-the-game” alignment with fund common stockholders .
- Historical fund-paid perquisites for Chair (office space/secretarial services, and historically health benefits) may be viewed unfavorably by some investors, though current disclosed overhead allocation appears modest .
- Directors did not attend last year’s annual meeting, signaling weaker direct shareholder engagement despite virtual accessibility .
- Chairman compensation includes a 25% premium, enhancing fixed cash compensation without performance linkage .
- Activism context: Board is actively resisting declassification proposed by Saba, arguing long-term stability and independence benefits of a classified board; investors should weigh discount-to-NAV and governance responsiveness in assessing board effectiveness .
Overall, DiMartino offers deep fund governance experience and independent leadership; however, lack of DMB stock ownership, premium cash compensation, and limited engagement at annual meetings are investor-alignment issues to monitor .