Joseph DiMartino
About Joseph S. DiMartino
Joseph S. DiMartino (age 81) is Chairman of the Board and a Class I Director of BNY Mellon Strategic Municipals, Inc. (DSM) and BNY Mellon Strategic Municipal Bond Fund, Inc., serving since 1995, and is designated as an Independent Director under the Investment Company Act of 1940 . He previously held senior roles at The Dreyfus Corporation (portfolio manager, President, COO, Director) and served as Chairman of The Noel Group; he has over 25 years of fund board leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dreyfus Corporation | Portfolio Manager; President; COO; Director | 1971–1994 | Senior leadership of predecessor fund adviser; operational and investment oversight |
| The Noel Group (public buyout firm) | Chairman of the Board | Jul 1995–Nov 1997 | Managed, acquired, took public, and liquidated operating companies |
| Muscular Dystrophy Association | Director | 1986–2010 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE: CBZ) | Director | 1997–May 2023 | Public company board service (professional business services) |
Board Governance
- Independence and leadership: All DSM Directors, including the Chairman, are Independent under the 1940 Act; DSM’s Board has determined an independent Chair is appropriate given adviser relationships and oversight needs .
- Committee structure and membership: Standing Audit, Nominating, Compensation, and Litigation Committees are comprised of Independent Directors; Mr. DiMartino does not serve on the Compensation Committee . The Audit Committee consists of all Directors; Mr. DiMartino is a member (Audit Committee Report signatory) though not the chair (chair is Alan H. Howard) .
- Meeting cadence and attendance: In the most recent fiscal year, DSM held six Board meetings, six Audit Committee meetings, one Compensation Committee meeting, and one Nominating Committee meeting; Continuing Directors and Nominees attended at least 75% of meetings for which they were members. DSM does not have a formal policy for director attendance at annual stockholder meetings, and Directors did not attend last year’s annual meeting .
Fixed Compensation
- Structure: Annual retainer and meeting attendance fees are allocated across the BNY Mellon Family of Funds based on net assets; the Chairman receives an additional 25% of such compensation. DSM reimburses out-of-pocket travel expenses; DSM does not provide bonus, pension, profit-sharing, or retirement plans to Directors .
| Compensation Element | DSM (BNYMSM) | BNYMSMB | Aggregate Fund Complex Compensation |
|---|---|---|---|
| Annual/Meeting Fees Paid to Joseph S. DiMartino (FY 2024) | $11,588 | $9,781 | $1,090,000 across 86 portfolios (calendar 2024) |
Performance Compensation
- No performance-based compensation, equity grants, options, or incentive metrics for DSM Directors are disclosed; DSM indicates no bonus programs for Directors .
| Component | Detail |
|---|---|
| Performance Bonus/Target % | None disclosed |
| Stock/Option Awards | None disclosed |
| Performance Metrics (TSR/EBITDA/ESG) | Not applicable |
| Clawbacks/Change-in-Control/Severance | Not disclosed for Directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| CBIZ, Inc. | Director (DiMartino) | 1997–May 2023 | Benaree Pratt Wiley, a current DSM Director, also serves on CBIZ’s board (2008–Present), implying historical interlock through May 2023 |
Observation: The CBIZ interlock ended for Mr. DiMartino in 2023; one current DSM Director (Wiley) remains on CBIZ’s board, which could facilitate informational flow but is external to DSM’s fund operations .
Expertise & Qualifications
- Fund governance: Over 25 years as Chairman across BNY Mellon Family of Funds; extensive oversight of service providers, risk management presentations, and audit liaison activities typical for investment company boards .
- Investment and corporate leadership: Senior executive experience at Dreyfus; public company board service; prior leadership at a buyout firm (The Noel Group) .
Equity Ownership
- Ownership alignment within DSM and fund complex:
| As-of Date | DSM Common Stock | VMTP Shares | Aggregate Holdings in BNY Mellon Family of Funds |
|---|---|---|---|
| Dec 31, 2024 (disclosed ranges) | None | N/A in table context | Over $100,000 (aggregate holdings across BNY Mellon funds) |
| Aug 22, 2025 (point-in-time) | None (for all Nominees/Continuing Directors) | None (for all Nominees/Continuing Directors) | N/A |
- Conflict mitigation: As of Aug 22, 2025, none of the Nominees or Continuing Directors or their immediate family members owned securities of the Investment Adviser or any entity controlling, controlled by, or under common control with the Adviser (other than registered investment companies), reducing related-party exposure risk .
Governance Assessment
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Strengths
- Independent Chair with long-standing fund governance experience and broad investment industry background .
- Audit Committee membership and active oversight processes (audit reports, independence reviews, PCAOB-required discussions) enhance financial reporting integrity .
- No ownership of adviser/affiliate securities by Directors or their immediate families mitigates related-party conflicts .
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Weak Spots / Potential RED FLAGS
- No DSM share ownership: Mr. DiMartino holds no DSM Common Stock (and as of Aug 22, 2025 none of the Directors did), which may weaken per-fund alignment despite aggregate holdings across the BNY Mellon fund complex .
- Annual meeting attendance: DSM Directors did not attend last year’s annual stockholder meeting; lack of a formal attendance policy could be viewed as weak investor engagement .
- Compensation uplift for Chair: Additional 25% Chair premium is standard in fund complexes but increases fixed cash; absence of any performance linkage limits pay-for-performance alignment .
- Historical interlock: Past overlap at CBIZ with a current DSM Director (Wiley) warrants awareness of cross-board networks, though there’s no disclosed DSM-related transaction conflict and Mr. DiMartino’s CBIZ role ended in 2023 .
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Attendance and engagement
- At least 75% meeting attendance across Board and committees, which meets typical governance thresholds but leaves room to target near-100% for stronger signals to investors .
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Overall implication for investor confidence
- The independent Chair structure and robust audit oversight are positives, but lack of DSM share ownership and non-attendance at the annual meeting modestly detract from perceived alignment and engagement. No related-party securities ownership and no director incentive pay reduce conflict and risk of pay-driven bias .