Joan Gulley
About Joan L. Gulley
Independent Class III Director of BNY Mellon Strategic Municipals, Inc. (DSM) since 2017; age 77, with prior senior executive roles at PNC Financial Services Group (CHRO, CMO, CEO of PNC Advisors). Core credentials include oversight of $8B pension/401(k) assets, executive compensation and succession planning leadership, and service on PNC’s Executive Committee (2008–2014) . She is not an “interested person” under the 1940 Act and serves on a board composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group | EVP & Chief Human Resources Officer | 2008–2014 | Oversaw $8B pension/401(k); supported Board Personnel & Compensation Committee on executive comp, succession, talent, HR regulatory and diversity |
| PNC Financial Services Group | Executive Vice President & Chief Marketing Officer | 2002–2007 | Corporate marketing leadership |
| PNC Advisors (wealth/institutional services) | Chief Executive Officer | 2002–2005 | Business leadership and strategy |
| PNC Financial Services Group | Member, Executive Committee | 2008–2014 | Participated in key strategic/operational decisions |
| The Travelers’ subsidiary (The Massachusetts Company) and Federal Reserve Bank branches | Various roles | Pre‑1993 | Early financial services experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nantucket Atheneum | Chair; Director | Chair: Jun 2018–Jun 2021; Director: 2015–Jun 2021 | Public library governance |
| Orchid Island Club | Governor; President | Governor: 2016–Feb 2025; President: Feb 2023–Feb 2025 | Private club leadership |
Board Governance
- Independence: All DSM directors, including the Chair, are independent; none of the directors are “interested persons” under the 1940 Act .
- Committees: Standing Audit, Nominating, Compensation, and Litigation Committees; Audit Committee consists of all Directors. Committees are comprised of Independent Directors (with the exception that Joseph S. DiMartino does not serve on the Compensation Committee) .
- Committee roles: Gulley is an Audit Committee member (Audit Committee Chair is Alan H. Howard) .
- Meetings and attendance: In the last fiscal year, DSM held 6 Board meetings, 6 Audit Committee meetings, 1 Compensation Committee meeting, 1 Nominating Committee meeting; Litigation Committee did not meet. Directors attended at least 75% of meetings of the Board and committees of which they were members. DSM has no formal policy for directors’ attendance at annual meetings, and directors did not attend last year’s annual meeting .
| Committee | Gulley Membership | Chair |
|---|---|---|
| Audit | Member | Alan H. Howard |
| Compensation | Member (committee comprises Independent Directors; DiMartino excluded) | Not disclosed |
| Nominating | Member (committee comprises Independent Directors) | Not disclosed |
| Litigation | Member (committee comprises Independent Directors) | Not disclosed |
Fixed Compensation
- Structure: Annual retainer and meeting attendance fees allocated among DSM and other BNY Mellon funds based on net assets; Chair receives 25% additional compensation; no bonus, pension, profit‑sharing or retirement plan; travel and out‑of‑pocket expenses reimbursed .
| Fiscal Year | DSM (BNYMSM) Cash ($) | DSMB (BNYMSMB) Cash ($) | Aggregate Fund Complex Cash ($) | Portfolios Served |
|---|---|---|---|---|
| FY ended Sep 30, 2024 (BNYMSM) / Nov 30, 2024 (BNYMSMB) | $7,670 | $8,246 | $404,700 | 46 |
Performance Compensation
- No performance‑based features disclosed for DSM directors (no equity awards, options, or bonus plans; no defined performance metrics) .
| Metric | Disclosure |
|---|---|
| Target bonus % | Not disclosed |
| Actual bonus | Not disclosed |
| Stock/option awards | None disclosed |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed |
| Vesting schedules | Not disclosed |
| Severance / CoC provisions | Not disclosed |
| Clawbacks / tax gross‑ups | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks / Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | N/A | N/A |
Expertise & Qualifications
- Human capital and compensation: Led executive compensation and succession planning support for PNC’s Board Personnel & Compensation Committee; CHRO experience with oversight of $8B retirement assets .
- Strategic governance: PNC Executive Committee participation (2008–2014), cross‑functional oversight and board support .
- Community/non‑profit governance: Leadership roles at Nantucket Atheneum and Orchid Island Club .
Equity Ownership
| As of Date | DSM Common Stock | DSM VMTP Shares | Aggregate Holdings in BNY Mellon Family of Funds |
|---|---|---|---|
| Dec 31, 2024 | None | N/A | Over $100,000 |
| Aug 22, 2025 | None (for all Nominees/Continuing Directors) | None (for all Nominees/Continuing Directors) | Not updated |
- No ownership of the Investment Adviser (BNY Mellon Investment Adviser, Inc.) or its control affiliates by Gulley or immediate family members, as of Aug 22, 2025 .
Governance Assessment
-
Positives:
- Independent director with deep executive compensation and succession planning expertise; Audit Committee membership strengthens financial oversight .
- Attendance: At least 75% of Board/committee meetings in the last fiscal year; active committee calendar indicates engagement (6 Board; 6 Audit; 1 Compensation; 1 Nominating) .
-
Watch items / RED FLAGS:
- No DSM share ownership by directors as of Aug 22, 2025 may signal weaker “skin‑in‑the‑game” alignment for the fund’s specific shares, though aggregate holdings across BNY Mellon funds are “Over $100,000” .
- Directors did not attend last year’s annual meeting; although there is no formal policy, absence may be viewed negatively by some investors regarding shareholder engagement .
- Compensation is entirely fixed cash (retainer/fees) with no equity or performance linkage; typical for regulated fund boards but limits direct pay‑for‑performance alignment to DSM outcomes .
-
Net view: Gulley brings material human capital, compensation, and governance acumen relevant to board effectiveness. Alignment concerns are structural to the fund complex’s director pay and ownership practices rather than individual anomalies. Continued monitoring of committee outputs (Audit, Compensation, Nominating) and any future changes in director ownership or engagement practices is warranted .