Sarah Kelleher
About Sarah Kelleher
Sarah S. Kelleher serves as Vice President and Secretary of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (NYSE: DMB); she has been a fund officer since 2014 and became Secretary in April 2024 (age 49 in the 2025 proxy) . She is Vice President of BNY Mellon ETF Investment Adviser, LLC (since Feb 2020), Senior Managing Counsel at BNY (since Sept 2021), and previously Managing Counsel (Dec 2017–Sept 2021); she is an officer of 47 investment companies managed by the adviser or affiliates . Consistent with the fund’s structure, day‑to‑day operations are conducted by fund officers and employees of the adviser/sub‑adviser and affiliates rather than the board, underscoring her administrative/legal governance role . She acts as an authorized signatory and proxy for the fund, including on proxy cards and joint fidelity bond agreements, reflecting formal governance responsibilities .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| BNY Mellon (The Bank of New York Mellon) | Senior Managing Counsel | Sep 2021 – Present | Senior legal leadership supporting fund governance across the BNY fund complex |
| BNY Mellon (The Bank of New York Mellon) | Managing Counsel | Dec 2017 – Sep 2021 | Legal counsel responsibilities within BNY’s investment management legal function |
| BNY Mellon ETF Investment Adviser, LLC | Vice President | Feb 2020 – Present | Executive role at adviser to BNY ETF funds; supports fund administration |
| BNY Mellon Municipal Bond Infrastructure Fund, Inc. (DMB) | Assistant Secretary; Secretary | Assistant Secretary – pre‑Apr 2024; Secretary – Apr 2024 – Present | Officer since 2014; Secretary since Apr 2024; core governance and corporate secretary duties |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BNY Mellon ETF Investment Adviser, LLC | Vice President | Feb 2020 – Present | Affiliate of the fund’s adviser |
| BNY Mellon (The Bank of New York Mellon) | Senior Managing Counsel; Managing Counsel | 2017 – Present | Legal roles at corporate parent |
| BNY Mellon fund complex | Officer across 47 registered investment companies | Current | Illustrates breadth of governance scope across the complex |
Fixed Compensation
- The DMB proxy addresses board (director) compensation and committee structure but does not disclose compensation for fund officers; the Compensation Committee’s function is to establish compensation for serving on the Board (director fees), and the fund states it does not have a bonus, pension, profit‑sharing or retirement plan for directors . There is no officer‑level cash compensation disclosure for Ms. Kelleher in DMB’s 2024 or 2025 proxies reviewed .
Performance Compensation
- No performance‑based incentive plan, metrics, or equity awards for fund officers are disclosed in the DMB proxies reviewed; the compensation discussion pertains to independent directors’ retainers/meeting fees, not officers .
Equity Ownership & Alignment
| Metric | FY 2024 (as of Jun 11, 2024) | FY 2025 (as of Jun 25, 2025) |
|---|---|---|
| Directors and officers as a group – beneficial ownership of Common Stock | <1% of shares outstanding | <1% of shares outstanding |
- Officers list includes Ms. Kelleher as Vice President and Secretary, but no individual officer share holdings are disclosed in the proxies; the group ownership remaining below 1% indicates limited insider equity alignment at the fund entity level .
- Proxy cards designate Ms. Kelleher as an attorney and proxy for shareholder voting, reflecting governance authority but not equity ownership .
Employment Terms
- No employment agreement, severance, non‑compete, change‑of‑control, tax gross‑up, or clawback terms are disclosed for fund officers in the DMB proxies reviewed; officer biographies and roles are provided without contractual economics .
- The fund’s filings emphasize that service providers (adviser/sub‑adviser) and their personnel conduct day‑to‑day operations, consistent with officers being employed by affiliates, but specific officer employment economics are not presented in the fund’s proxy .
Investment Implications
- Alignment and insider trading signal: With directors and officers as a group holding <1% of common shares in both 2024 and 2025, there is little equity‑based alignment or insider selling pressure signal at the fund level; no officer‑specific vesting schedules or equity awards are disclosed for Ms. Kelleher .
- Role and retention risk: Ms. Kelleher’s long tenure (officer since 2014; Secretary since 2024) and concurrent leadership roles across 47 BNY‑affiliated funds suggest continuity in legal/governance administration rather than investment decision‑making exposure; retention risk appears tied to corporate‑level employment rather than fund‑level incentives .
- Governance influence: As Secretary and designated proxy signatory, she plays a procedural role in shareholder meetings and regulatory documentation (e.g., proxy cards; joint fidelity bond agreement), which is important for governance continuity but not a driver of portfolio performance .