Burton Wallack
About Burton N. Wallack
Independent Class III Director of BNY Mellon Strategic Municipals, Inc. (LEO) since 2006; age 71 per the 2025 proxy . President and co-owner of Wallack Management Company, a real estate management firm, since 1987; no education details disclosed . Not deemed an “interested person” under the Investment Company Act; the Board consists entirely of Independent Directors including the Chairman . Does not own LEO common or preferred shares; also reports no aggregate holdings in the BNY Mellon Family of Funds as of December 31, 2024 and no LEO shares as of April 10, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wallack Management Company (real estate management) | President and Co-owner | 1987 – Present | Firm provides financial reporting and management services; no board committees disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Sinai Hospital Urology | Board Member | 2017 – Present | Not-for-profit; no committee roles disclosed |
Board Governance
- Committee structure: Standing Audit, Nominating, Compensation, and Litigation Committees, each comprised of Independent Directors; Audit Committee consists of all Directors; Mr. DiMartino does not serve on Compensation .
- Audit Committee membership: Burton Wallack is listed as an Audit Committee member; Alan H. Howard is Chair .
- Meetings and attendance: In the last fiscal year, the Fund held 5 Board, 6 Audit, 1 Compensation, and 1 Nominating meeting; Litigation Committee did not meet. Directors (including Wallack) attended at least 75% of meetings of the Board/committees of which they were members. Directors did not attend last year’s annual meeting of stockholders .
| Governance Dimension | Status |
|---|---|
| Independence | Independent Director; Board entirely Independent |
| Audit Committee | Member; Chair is Alan H. Howard |
| Compensation Committee | Committee composed of Independent Directors; Mr. DiMartino excluded |
| Nominating Committee | Committee composed of Independent Directors |
| Litigation Committee | Committee composed of Independent Directors; function addresses adviser-related conflicts in litigation |
| Meeting Attendance | ≥75% during last fiscal year |
| Annual Meeting Attendance | Directors did not attend last year’s annual meeting |
Fixed Compensation
Director compensation is cash-based (retainer and meeting fees) allocated among BNY Mellon Family of Funds; no bonus/pension/profit-sharing plan. Chairman receives an additional 25% of such compensation (not applicable to Wallack) .
| Fiscal Year | Compensation from LEO ($) | Aggregate Compensation from Fund Complex ($) | Portfolios Count |
|---|---|---|---|
| FY 2023 | 9,510 | 168,000 | 17 |
| FY 2024 | 9,570 | 170,700 | 17 |
Performance Compensation
- Structure and metrics: Proxy disclosures reference only cash retainers and meeting fees; no equity awards, options, target or actual bonuses, or performance metrics tied to director compensation are disclosed. The Fund does not have a bonus, pension, profit-sharing, or retirement plan for Directors .
| Compensation Element | Disclosure |
|---|---|
| Cash retainer/meeting fees | Yes (allocated among fund complex) |
| Equity awards (RSUs/PSUs) | Not disclosed (no mention) |
| Options (strike/expiry/vesting) | Not disclosed (no mention) |
| Bonus (target/actual) | None; no bonus plan |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed (no mention) |
| Severance / Change-of-control provisions | Not disclosed |
| Clawback / Tax gross-ups | Not disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Public Company? |
|---|---|---|---|
| Mount Sinai Hospital Urology | Healthcare (non-profit) | Board Member | No |
No other public company board memberships for Wallack are reported in the last five years .
Expertise & Qualifications
- Real estate management leader as President/co-owner of Wallack Management Company; financial reporting and management services expertise .
- Long-tenured independent fund director (since 2006), supporting audit oversight and governance processes .
- No designation disclosed as “financial expert” or specific technical credentials; education not disclosed .
Equity Ownership
- As of December 31, 2024: Burton N. Wallack held no LEO Common Stock and reported no aggregate holdings across BNY Mellon Family of Funds .
- As of April 10, 2025: None of the Nominees, Continuing Directors, or officers owned LEO Common Stock or VMTP Shares .
| Holder | LEO Common Stock | VMTP Shares | Aggregate BNY Mellon Family of Funds Holdings |
|---|---|---|---|
| Burton N. Wallack (12/31/2024) | None | N/A | None |
| Directors/Officers (as of 4/10/2025) | None | None | N/A |
Governance Assessment
- Strengths: Independent status; service on Audit Committee with established oversight processes and independent counsel support; Board entirely Independent; Audit Chair separate from adviser; robust meeting cadence in FY2024 .
- Alignment risks: No LEO share ownership and no aggregate holdings across family funds as of 12/31/2024, reducing direct economic alignment with shareholders. Directors did not attend last year’s annual meeting, a potential engagement concern .
- Compensation signals: Cash-only director pay (no equity, options, or performance-linked elements) limits pay-for-performance linkage but is typical for closed-end fund boards; no bonuses/pensions/profit-sharing reduce fixed entitlements .
- Conflicts/related-party exposure: Wallack’s principal business (real estate management) is unrelated to the Fund’s adviser; Directors and immediate family members did not own securities of the Investment Adviser or affiliates; Litigation Committee exists to manage potential adviser-related conflicts in securities litigation .
- Attendance and engagement: At least 75% attendance threshold met, but non-attendance at the annual meeting could be perceived negatively by some investors .
RED FLAGS: No fund share ownership by Wallack; Directors did not attend the annual meeting; absence of equity-based or performance-tied compensation elements that could strengthen alignment .