Benaree Pratt Wiley
About Benaree Pratt Wiley
Benaree Pratt Wiley (age 78) is a Class I Director and the VMTP Shares designee of BNY Mellon Strategic Municipals, Inc. (LEO), serving since 2016; she is not deemed an “interested person” under the Investment Company Act, and all Fund Directors, including the Chairman, are independent . She is Principal of The Wiley Group and a corporate director, with prior CEO experience at The Partnership, Inc., and current board service at CBIZ, Inc.; her civic and academic engagements include Howard University (Vice Chair until June 2021) and several Boston-area nonprofits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Partnership, Inc. | President & CEO | 15 years | Strengthened Greater Boston’s capacity to attract, retain, and develop professionals of color |
| PepsiCo African American Advisory Board | Chair | Not disclosed | Corporate advisory leadership |
| First Albany (NASDAQ: FACT) | Director | Formerly | Public company board service |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004 – Dec 2020 | Healthcare governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CBIZ, Inc. (NYSE: CBZ) | Director | 2008 – Present | Public company board service |
| Howard University | Vice Chair (Board) | Until June 2021 | Academic governance |
| Dress for Success Boston | Board member | Not disclosed | Civic/non-profit |
| Partners Continuing Care & Spaulding Hospital | Board member | Not disclosed | Healthcare/civic boards |
| Black Philanthropy Fund | Board member | Not disclosed | Civic philanthropy |
Board Governance
- Independence and structure: All Fund Directors (including the Chairman) are independent; neither Wiley nor other nominees are “interested persons” of the Fund .
- Election structure: VMTP shareholders elect two Directors separately from common shareholders; Wiley is nominated for election by VMTP shareholders as a Class I Director .
- Committees: The Fund has Audit, Nominating, Compensation, and Litigation Committees, all comprised of Independent Directors (DiMartino does not serve on Compensation) .
- Audit Committee membership: Wiley is an Audit Committee member; Alan H. Howard serves as Audit Committee Chair .
- Meetings and attendance (FY ended Sep 30, 2024): Board (5), Audit (6), Compensation (1), Nominating (1), Litigation (0); Directors and nominees attended at least 75% of meetings; Directors did not attend last year’s annual stockholder meeting .
| Item | FY Ended Sep 30, 2024 |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings held | 6 |
| Compensation Committee meetings held | 1 |
| Nominating Committee meetings held | 1 |
| Litigation Committee meetings held | 0 |
| Director attendance rate | At least 75% |
| Annual meeting attendance | Directors did not attend |
Fixed Compensation
- Compensation structure: Annual retainer and meeting attendance fees are allocated among BNY Mellon Family of Funds; the Chairman receives an additional 25% of such compensation; the Fund reimburses travel/out-of-pocket expenses and does not have bonus, pension, profit-sharing, or retirement plans .
| Item | FY Ended Sep 30, 2024 |
|---|---|
| Compensation from LEO (USD) | $9,570 |
| Aggregate compensation from Fund complex (USD) | $641,700; 57 portfolios |
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-linked elements (metrics/targets) | None disclosed; director pay is retainer and meeting fees |
| Equity awards (RSUs/PSUs/options) | Not disclosed in proxy; compensation presented as cash retainer/fees |
| Clawbacks/change-in-control/severance | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| CBIZ, Inc. | Director | 2008 – Present | Interlock note: Fund Chairman Joseph S. DiMartino previously served as CBIZ Director (1997 – May 2023) |
| Blue Cross–Blue Shield of Massachusetts | Director | 2004 – Dec 2020 | Prior healthcare board role |
- Advisory note: The VMTP Shares (3,156 outstanding) were reported 100% beneficially owned by Bank of America Corp. via a subsidiary; VMTP holders elect two Directors including Wiley, which structurally aligns Director elections with preferred holders .
Expertise & Qualifications
- Corporate governance and strategy leadership as Principal of The Wiley Group; extensive board experience across public and non-profit sectors .
- Prior CEO experience at The Partnership, Inc., focused on talent development and diversity, relevant to board oversight of human capital and stakeholder engagement .
- Civic and academic governance roles (Howard University Vice Chair; healthcare and philanthropic boards) indicating broad stakeholder perspective .
Equity Ownership
| Item | Value |
|---|---|
| LEO Common Shares Owned (as of Dec 31, 2024) | None |
| LEO VMTP Shares Owned (as of Apr 10, 2025) | None |
| Common shares outstanding (as of Apr 10, 2025) | 62,290,854 |
| VMTP Shares outstanding (as of Apr 10, 2025) | 3,156 |
| Ownership % (Common) | 0.00% (None/62,290,854) |
| Shares pledged/hedged | Not disclosed |
| Holdings of Adviser/affiliates | As of Dec 31, 2024, none of the Nominees or Continuing Directors (or their immediate family) owned securities of the Investment Adviser or its control affiliates |
Governance Assessment
-
Positives
- Independent board and committee composition, with Wiley serving on the Audit Committee under an experienced independent Chair (Howard) .
- Clear committee framework (Audit/Nominating/Compensation/Litigation) and robust Audit Committee meeting cadence (6 meetings in FY2024) .
- No Adviser or affiliate securities holdings by directors or immediate family, mitigating related-party exposure .
-
Watch items and potential investor confidence signals
- Zero share ownership in LEO by Wiley (and by directors generally), limiting “skin-in-the-game” alignment; ownership guidelines for directors are not disclosed .
- Directors did not attend last year’s annual meeting, which may be viewed as a shareholder engagement gap .
- Service breadth across the Fund complex (57 portfolios aggregate compensation for Wiley) suggests significant time commitments; investors may monitor for any overboarding concerns, though no attendance shortfalls are disclosed (>75% attendance met) .
- VMTP-controlled election for Wiley’s seat could bias alignment toward preferred holders; common shareholders do not vote on her election under this structure .
-
Related-party transactions and Section 16 compliance
- No related-party transactions involving Wiley are disclosed in the proxy; Section 16 compliance issues were noted only for Bank of America (late Form 4 filing), not for Fund Directors .