Sarah Kelleher
About Sarah Kelleher
Sarah S. Kelleher is Vice President and Secretary of BNY Mellon Strategic Municipal Bond Fund, Inc. (DSM). She has served as an officer of the Fund since 2014, became Secretary in April 2024 (previously Assistant Secretary), and is Senior Managing Counsel at BNY; she is also Vice President of BNY Mellon ETF Investment Adviser, LLC (since Feb 2020). Age: 49. Core credentials center on fund governance and legal oversight across BNY Mellon’s fund complex. As context for shareholder value during her tenure as Secretary, DSM’s common shares traded at a double‑digit average discount in 2023–2024, and at a 13.94% discount to NAV on April 10, 2025 .
Premium/(discount) to NAV context for DSM:
| Metric | 2023 Avg | 2024 Avg | Apr 10, 2025 (Point-in-time) |
|---|---|---|---|
| Premium/(Discount) % | (15.41%) | (13.15%) | (13.94%) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BNY Mellon ETF Investment Adviser, LLC | Vice President | Feb 2020 – Present | Not disclosed in filings |
| The Bank of New York Mellon (BNY) | Senior Managing Counsel | Sept 2021 – Present | Not disclosed in filings |
| The Bank of New York Mellon (BNY) | Managing Counsel | Dec 2017 – Sept 2021 | Not disclosed in filings |
| BNY Mellon Strategic Municipal Bond Fund, Inc. | Assistant Secretary (prior to Secretary) | Through Apr 2024 | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | DSM proxies list Kelleher’s internal BNY and fund roles; no external directorships disclosed |
Fixed Compensation
- The Fund’s proxy provides director compensation tables but does not disclose officer‑level compensation; Kelleher’s compensation from the Fund is not presented. Officers are listed in Part II, but compensation disclosure pertains to Directors/advisory Board only .
Performance Compensation
- No disclosure of officer bonus targets, equity awards (RSUs/PSUs/options), performance metrics, vesting schedules, or clawback terms for Kelleher in DSM proxies reviewed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership of DSM Common/VMTP | As of April 10, 2025, none of the Directors or officers (including Kelleher) owned DSM Common Stock or VMTP Shares . |
| Initial Section 16 filing | Kelleher’s Form 3 (April 1, 2014) reported 0 shares beneficially owned . |
| Shares pledged/hedged | Not disclosed . |
| Options/RSUs/PSUs | Not disclosed; no officer equity tables found in DSM proxies . |
| Ownership guidelines | Not disclosed for officers . |
Employment Terms
| Term | Disclosure |
|---|---|
| Office tenure mechanics | “Each officer… holds office for an indefinite term until the officer’s successor is elected and has qualified.” Address for officers: 240 Greenwich Street, New York, NY 10286 . |
| Role change | Secretary since April 2024; previously Assistant Secretary . |
| Employment start as Fund officer | Officer since 2014 . |
| Contract, severance, change‑of‑control | Not disclosed for officers in DSM proxies reviewed . |
| Non‑compete/non‑solicit/garden leave | Not disclosed . |
Performance & Track Record
- Fund market context during current Secretary tenure: DSM shares traded at an average discount of 13.15% in 2024 and 15.41% in 2023; on April 10, 2025, DSM closed at a 13.94% discount to NAV .
- Governance actions: In 2025, the Board (all Independent) recommended voting against converting DSM to an open‑end fund; Kelleher signed the notice as Secretary .
- Note: DSM proxies do not attribute investment performance outcomes to officers serving in legal/secretarial capacities .
Board Governance (for context; Kelleher is not a Director)
- The Fund’s Board comprises Independent Directors with standing Audit, Nominating, Compensation, and Litigation Committees; compensation disclosures cover Directors/advisory Board, not officers .
Compensation Structure Analysis
- Officer compensation structure, mix (cash vs. equity), performance metric weights, and vesting terms are not disclosed in DSM proxies; thus, no pay‑for‑performance alignment assessment can be made for Kelleher from available filings .
Related Party Transactions
- No Kelleher‑specific related party transactions disclosed in DSM proxies reviewed .
Risk Indicators & Red Flags
- Section 16 compliance note (fund‑level): DSM disclosed certain late Section 16 filings for other parties; no late filing indicated for Kelleher in 2024 data. As of April 10, 2025, Directors and officers owned no DSM shares, limiting insider selling pressure but also indicating limited direct equity alignment .
- No disclosures of legal proceedings or option repricings related to Kelleher identified in proxies reviewed .
Compensation Peer Group / Say‑on‑Pay
- Not applicable for Fund officers; DSM’s compensation disclosures focus on Director retainers/fees; there is no say‑on‑pay framework disclosed for officers .
Expertise & Qualifications
- Legal and fund governance credentials: Senior Managing Counsel at BNY; officer across a broad set of BNY Mellon investment companies, indicating deep familiarity with mutual fund/closed‑end fund governance and regulation .
- Education not disclosed in DSM proxies reviewed .
Work History & Career Trajectory
| Employer | Role | Period | Notes |
|---|---|---|---|
| BNY Mellon Strategic Municipal Bond Fund, Inc. | Officer; Secretary since Apr 2024 | 2014 – Present | Governance/secretarial role; officer address 240 Greenwich St., NYC . |
| BNY (The Bank of New York Mellon) | Senior Managing Counsel | Sept 2021 – Present | Legal leadership role at BNY . |
| BNY (The Bank of New York Mellon) | Managing Counsel | Dec 2017 – Sept 2021 | Legal role at BNY . |
| BNY Mellon ETF Investment Adviser, LLC | Vice President | Feb 2020 – Present | Oversight within ETF adviser affiliate . |
Investment Implications
- Alignment and selling pressure: With zero reported beneficial ownership by Fund officers as of April 10, 2025, there is effectively no officer‑driven insider selling overhang; however, equity alignment with common shareholders is also limited for signaling purposes .
- Compensation signaling: The absence of disclosed officer incentive structures (bonuses/equity/TSR or earnings metrics) removes a typical analytical lever for assessing pay‑for‑performance alignment or retention incentives at the officer level .
- Governance and fund structure risk: In 2025, the Board opposed conversion to an open‑end structure, citing potential asset shrinkage, increased expense ratio, and leverage loss; while not specific to Kelleher, as Secretary and Senior Managing Counsel she is a key governance officer amid potential activism/discount‑management dynamics—areas that can influence trading and event risk for DSM .