Benaree Pratt Wiley
About Benaree Pratt Wiley
Benaree Pratt Wiley (age 79) serves as an Independent Director and VMTP Shares Designee for BNY Mellon Strategic Municipals/Strategic Municipal Bond funds (Class I Director since 2016). She is Principal of The Wiley Group (since 2005) and previously spent 15 years as President & CEO of The Partnership, Inc.; current public company directorship includes CBIZ (NYSE: CBZ) and prior board roles at First Albany and Blue Cross–Blue Shield of Massachusetts, alongside extensive civic leadership, including Howard University Vice Chair through June 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Partnership, Inc. | President & CEO | 15 years (dates not specified) | Led talent development for professionals of color in Greater Boston |
| PepsiCo African American Advisory Board | Chair | Not disclosed | Advisory leadership |
| First Albany (NASDAQ: FACT) | Director | Prior role (dates not disclosed) | Board service |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004–2020 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wiley Group | Principal | 2005–Present | Strategy and business development leadership |
| CBIZ, Inc. (NYSE: CBZ) | Director | 2008–Present | Public company director |
| Dress for Success Boston | Board | Not disclosed | Civic leadership |
| Partners Continuing Care & Spaulding Hospital | Board | Not disclosed | Civic leadership |
| Black Philanthropy Fund | Board | Not disclosed | Civic leadership |
| Howard University | Trustee, Vice Chair | Vice Chair until June 2021 | Governance leadership in academia |
Board Governance
- Independent director; Fund boards have standing Audit, Nominating, Compensation, and Litigation Committees, each comprised of Independent Directors (except Mr. DiMartino does not serve on Compensation) .
- Audit Committee member; Audit Committee chaired by Alan H. Howard, with Wiley listed among members endorsing the Annual Report inclusion .
- Meeting cadence and attendance: Funds held six Board meetings, six Audit Committee meetings, one Compensation, and one Nominating meeting in the last fiscal year; Litigation Committee did not meet; Directors attended at least 75% of meetings; Directors did not attend the prior annual stockholders’ meeting . A separate Fund proxy reported five Board meetings, six Audit, one Compensation, and one Nominating in the last fiscal year, with similar attendance compliance .
- Pricing Committee exists (any one Independent Director) for valuation support .
| Governance Metric | FY 2021/2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board Meetings | 5 | 5 (single Fund proxy) | 6 (Funds) |
| Audit Committee Meetings | 6 | 6 | 6 |
| Compensation Committee Meetings | 1 | 1 | 1 |
| Nominating Committee Meetings | 1 | 1 | 1 |
| Litigation Committee Meetings | 0 | 0 | 0 |
| Attendance Threshold | ≥75% | ≥75% | ≥75% |
| Annual Meeting Attendance | Not attended | Not attended | Not attended |
Fixed Compensation
- Structure: Annual retainer and meeting attendance fees allocated among funds based on net assets; Chairman receives +25%; travel/out-of-pocket reimbursed; no bonus, pension, profit-sharing, or retirement plan .
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation from BNYMSMB | $7,789 | $8,049 | $8,150 |
| Compensation from BNYMSM | $7,193 | $8,049 | $9,570 |
| Aggregate Compensation from Fund Complex | $668,261 | $627,500 | $641,700 |
Performance Compensation
- The Fund does not have variable or performance-linked director pay programs (no bonus, pension, profit-sharing, or retirement plan; compensation is cash-based retainer and meeting fees) .
| Component | Terms | Disclosure |
|---|---|---|
| Bonus | None | Fund does not have a bonus plan |
| Equity Awards (RSUs/PSUs/Options) | Not disclosed | Compensation described as cash retainer/meeting fees; no equity plan disclosure for directors |
| Performance Metrics (e.g., TSR, EBITDA) | None | No performance-linked director comp |
| Change-of-Control/Severance | Not disclosed | No director severance terms disclosed |
| Clawbacks/Gross-Ups | Not disclosed | Not addressed in proxy |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE: CBZ) | Director | 2008–Present | Joseph S. DiMartino served as CBIZ Director (1997–May 2023), indicating historical network overlap on an external board |
| First Albany (NASDAQ: FACT) | Director | Prior role | Former public company board |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004–2020 | Healthcare insurer board |
Expertise & Qualifications
- Corporate governance and trustee experience; 15-year CEO tenure at The Partnership, Inc., bringing talent development and diversity expertise .
- Advisor/chair roles (PepsiCo African American Advisory Board) and multiple civic boards underscore stakeholder engagement and reputational capital .
- Current CBIZ board role adds public company financial and operational oversight exposure .
Equity Ownership
- Alignment: No ownership of DSM Fund common stock; maintains aggregate holdings in BNY Mellon Family of Funds within the $50,001–$100,000 range, indicating some exposure to the broader complex rather than DSM itself .
| Date (as of) | DSM Fund Common Stock | Aggregate Holdings in BNY Mellon Family of Funds |
|---|---|---|
| Dec 31, 2021 | None | $50,001–$100,000 |
| Dec 31, 2022 | None | $50,001–$100,000 |
| Dec 31, 2024 | None | $50,001–$100,000 |
Governance Assessment
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Independence and committee engagement: Wiley is an Independent Director and Audit Committee member, participating in key oversight functions; audit oversight is well documented, with the committee recommending inclusion of audited financials in the Annual Report .
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Attendance/engagement: Directors met the ≥75% attendance threshold across Board and committees; however, Directors did not attend the annual stockholders’ meeting, which is typical for many funds but modestly reduces public-facing engagement .
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Compensation and alignment: Cash-only retainer/meeting fee structure with modest aggregate holdings across the fund complex; no DSM Fund share ownership may slightly limit direct alignment with DSM investors, but aggregate complex exposure indicates some skin-in-the-game .
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Conflicts/related parties: No ownership by Directors or immediate family members of the Investment Adviser or affiliates as of December 31, 2024 and August 22, 2025; Audit Committee composition and independence standards appear robust; Section 16(a) delinquency disclosures did not implicate Wiley (issues pertained to certain officers and Bank of America Corp.) .
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RED FLAGS:
- Directors did not attend the prior annual meeting (disclosed lack of policy), a minor engagement concern in governance optics .
- No DSM Fund share ownership by Wiley reduces direct alignment, though offset by aggregate holdings in the broader complex .
Overall conclusion: Wiley brings seasoned governance, diversity, and public company oversight to DSM, serving on the Audit Committee with consistent attendance and independence. Compensation is conventional for closed-end fund directors (cash-based) with no performance-linked pay; conflict checks are clean, and committee architecture is standard. Engagement could be strengthened through annual meeting attendance and DSM Fund share ownership to further align with shareholders .