Roslyn Watson
About Roslyn M. Watson
Roslyn M. Watson (age 75) is a Class I Director of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (ticker: DMB), serving since 2014, and is described as a business entrepreneur in commercial and residential real estate and President/Founder of Watson Ventures, Inc. . The Fund’s board is entirely composed of Independent Directors, including the Chairman, indicating she serves as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Port Authority | General Manager | Not disclosed | Senior operational leadership in public sector |
| Watson Ventures, Inc. | President & Founder | 1993 – Present | Real estate development investment; entrepreneurial leadership |
| American Express Bank, FSB | Director | 1993 – 2018 | Board-level oversight at a major financial institution |
| Various (Awards) | Honoree | Not disclosed | Woman of Achievement (Boston Big Sister); Working Woman of the Year (Working Woman Magazine) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hyams Foundation, Inc. | Board (emeritus) | Not disclosed | Philanthropic governance |
| Pathfinder International | Board member | Until Sept 2022 | Global non-profit governance |
| Simmons College | Board member | Not disclosed | Higher education board service |
| American Express Bank, FSB | Director | 1993 – 2018 | Past financial services board role |
| Other public company boards (past 5 years) | — | — | None indicated for Ms. Watson |
Board Governance
- Committee structure: The Fund maintains Audit, Nominating, Compensation, and Litigation Committees, each comprised of Independent Directors; Mr. Joseph S. DiMartino does not serve on Compensation .
- Audit Committee membership: Ms. Watson is listed as a member in the Audit Committee’s formal report (May 21, 2025; Apr 19, 2023) . Audit Committee Chair is Francine J. Bovich .
- Meeting cadence and attendance:
- FY ended Feb 28, 2025: Board 6; Audit 7; Nominating 1; Litigation & Compensation did not meet; all Directors/Nominees attended ≥75% of meetings; no formal policy to attend annual meeting, and Directors did not attend last year’s annual meeting .
- FY ended Feb 29, 2024: Board 6; Audit 6; Nominating 2; Compensation 1; Litigation did not meet; all Directors/Nominees attended ≥75%; Directors did not attend last year’s annual meeting .
- FY ended Feb 28, 2023: Board 4; Audit 4; Nominating 1; Compensation & Litigation did not meet; all Directors/Nominees attended ≥75%; Directors did not attend last year’s annual meeting .
- Board independence: All Directors, including the Chairman, are independent, consistent with 1940 Act requirements and the Fund’s governance design .
Fixed Compensation
| Metric | FY 2023 (ended Feb 28, 2023) | FY 2024 (ended Feb 29, 2024) | FY 2025 (ended Feb 28, 2025) |
|---|---|---|---|
| Compensation from DMB (USD) | $5,314 | $4,759 | $8,153 |
| Aggregate Compensation from Fund Complex (USD) | $470,000 (43 portfolios) | $459,500 (43 portfolios) | $470,200 (40 portfolios) |
- Structure: Annual retainer and meeting attendance fees allocated among the Fund and other BNY Mellon funds by net assets; Fund reimburses travel/out-of-pocket expenses; no bonus, pension, profit-sharing, or retirement plan .
- Notes: Amounts exclude reimbursed expenses and shared overhead (e.g., office space, supplies, secretarial services) .
Performance Compensation
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Performance-linked pay (bonus, equity, options) | None; Board compensation consists of retainer and meeting fees; the Fund does not have a bonus, pension, profit-sharing, or retirement plan | None; same structure and policy as above | None; same structure and policy as above |
- No RSUs/PSUs, stock options, or performance metric-based awards are disclosed for Directors; compensation is non-variable and cash-based via retainers/meeting fees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (past 5 years) | None indicated for Ms. Watson |
| Prior public company boards | American Express Bank, FSB Director (1993–2018) |
| Interlocks with DMB competitors/suppliers/customers | Not disclosed in proxies; none indicated |
Expertise & Qualifications
- Real estate development and investment expertise as founder/president of Watson Ventures, Inc. .
- Public-sector senior management experience (General Manager, Massachusetts Port Authority) .
- Non-profit and academic governance experience (Hyams Foundation—emeritus; Pathfinder International; Simmons College) .
- Recognized for leadership and civic contributions (Woman of Achievement; Working Woman of the Year) .
Equity Ownership
| Holding | As of Dec 31, 2022 | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|---|
| Fund Common Stock | None | None | None |
| Aggregate Holdings of BNY Mellon Family of Funds | $10,001 – $50,000 | $10,001 – $50,000 | $10,001 – $50,000 |
| Securities of Investment Adviser or affiliates (self or immediate family) | None | None | None |
Additional context:
- Common Stock outstanding: 18,405,972.803 (as of June 11, 2024) .
Governance Assessment
- Strengths:
- Independence: Entire board, including Chairman, is independent; committee structure is composed of independent directors .
- Financial oversight: Ms. Watson is a member of the Audit Committee, which met with and without management, reviewed auditor independence, and recommended inclusion of audited financials—demonstrating active oversight .
- Attendance: Directors/Nominees (including Ms. Watson) attended ≥75% of Board/committee meetings each fiscal year reviewed .
- Conflicts: No holdings of the Investment Adviser or affiliates by Directors or immediate family members (reduces related-party risk) .
- Alignment and engagement considerations:
- Ownership alignment: Ms. Watson reported no holdings of DMB common stock across three year-end disclosure points, potentially limiting direct alignment with Fund common stock investors .
- Investor engagement: Directors did not attend the annual meeting, and the Fund lacks a formal attendance policy—this may be viewed as weaker shareholder engagement in a closed-end fund context .
- Pay-for-performance: Director compensation is cash-based (retainer/meeting fees) with no variable or equity-linked components; while this avoids incentives misalignment, it also provides limited performance linkage .
- RED FLAGS:
- No attendance at annual stockholder meetings disclosed for multiple years .
- No DMB common stock ownership disclosed by Ms. Watson (None), reducing “skin-in-the-game” alignment with common shareholders .
- Neutral/mitigating observations:
- Multi-fund aggregate compensation reflects service across numerous BNY Mellon funds; absolute cash levels are modest at the individual fund level and consistent with retainer/meeting fee norms for fund directors .