Joan Gulley
About Joan L. Gulley
Independent director of BNY Mellon Strategic Municipals, Inc. (“LEO”) since 2017; age 74; currently serving as a Continuing Class III Director with term expiring in 2027 . Gulley spent over 30 years in asset management and financial services, holding senior executive roles at PNC Financial Services Group, including CEO of PNC Advisors (2002–2005), EVP & Chief Marketing Officer (2002–2007), and EVP & Chief Human Resources Officer (2008–2014), with responsibility for oversight of $8 billion in combined pension and 401(k) assets; she sat on PNC’s Executive Committee from 2008–2014 and supported the PNC Board’s Personnel & Compensation Committee on executive pay, succession, and talent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group, Inc. | CEO, PNC Advisors (Wealth Mgmt & Institutional Services) | 2002–2005 | Led wealth and institutional businesses; strategic leadership |
| PNC Financial Services Group, Inc. | EVP & Chief Marketing Officer | 2002–2007 | Brand and growth execution |
| PNC Financial Services Group, Inc. | EVP & Chief Human Resources Officer | 2008–2014 | Oversight of $8B pension and 401(k) assets; supported Board Personnel & Compensation Committee on executive compensation, succession, talent, HR regulatory matters, and diversity |
| The Massachusetts Company (subsidiary of Travelers Insurance) | Various roles | Pre-1993 | Banking/asset management experience |
| Federal Reserve Bank (Boston, Washington D.C.) | Roles at branch banks | Pre-1993 | Policy/operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nantucket Atheneum (public library) | Chair; Director | Chair: Jun 2018–Jun 2021; Director: 2015–Jun 2021 | Community leadership |
| Orchard Island Club (golf and beach club) | Governor; President | Governor: 2016–Feb 2025; President: Feb 2023–Feb 2025 | Governance oversight; club leadership |
Board Governance
- Independence: All LEO directors, including the Chair, are independent under the 1940 Act; Board structure is designed to mitigate adviser conflicts and maintain oversight effectiveness .
- Committee structure: 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 .
- Committee membership and chair roles: Gulley is explicitly a member of the Audit Committee; Audit Committee Chair is Alan H. Howard (Gulley is not chair) .
- Meetings and attendance: Last fiscal year, the Fund held 5 Board meetings, 6 Audit Committee, 1 Compensation Committee, and 1 Nominating Committee; Litigation Committee did not meet. All directors attended at least 75% of the meetings of the Board and committees on which they served. The Fund has no formal policy on director attendance at annual meetings; directors did not attend last year’s annual meeting .
Fixed Compensation
Director compensation is cash-only (annual retainer and meeting fees; allocated across BNY Mellon fund boards by net assets). The Fund reimburses travel/out-of-pocket expenses. No bonus, pension, profit-sharing, or retirement plans .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation from LEO ($) | $9,264 | $9,510 | $7,670 |
| Aggregate compensation from LEO and fund complex ($) | $346,000 (43 portfolios) | $349,500 (39 portfolios) | $404,700 (46 portfolios) |
Performance Compensation
The Fund discloses no variable or performance-based director compensation (no stock awards, option awards, or performance metrics; no bonus, pension, profit-sharing, or retirement plans) .
| Component | FY 2024 | Notes |
|---|---|---|
| Bonus | None | Fund does not have bonus plans |
| Stock awards (RSUs/PSUs) | None disclosed | No equity compensation disclosed |
| Option awards | None disclosed | No options disclosed |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed | Directors not paid based on performance |
| Committee chair fees | Not specified for Gulley | Chair premium applies to Board Chair only (25%) |
| Severance/COC/clawbacks | None disclosed for directors | Not applicable to directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Conflicts |
|---|---|---|---|
| N/A | N/A | N/A | No public company directorships disclosed in past 5 years |
Expertise & Qualifications
- Senior executive experience in wealth management, marketing, and human capital; former CEO of PNC Advisors and EVP/CHRO with $8B retirement asset oversight .
- Executive Committee experience and direct support to a public-company board compensation committee—strong credentials for Compensation and Nominating work .
- Audit Committee member at LEO; familiarity with risk oversight and fund governance .
Equity Ownership
As of the most recent reporting dates, Gulley held no LEO Common Stock or preferred shares; she reports “Over $100,000” aggregate holdings across the BNY Mellon Family of Funds.
| Metric | As of Apr 10, 2023 | As of Dec 31, 2023 | As of Dec 31, 2024 / Apr 10, 2025 |
|---|---|---|---|
| LEO Fund Common Stock ownership | None | None | None |
| Aggregate holdings across BNY Mellon family | Over $100,000 | Over $100,000 | Over $100,000 |
| Securities of Investment Adviser or affiliates (self/immediate family) | None | None | None |
Governance Assessment
- Positives: Fully independent; Audit Committee member; consistent meeting attendance; deep pay and succession expertise from prior PNC roles; no related-party transactions or adviser-affiliated holdings—supports independence and oversight credibility .
- Alignment watch-outs: No LEO share ownership, and directors did not attend the last annual meeting—modest signals on ownership “skin in the game” and shareholder-facing engagement; however, closed-end fund directors commonly receive cash retainers without equity and aggregate fund-complex service explains overall compensation level .
- Conflicts: None disclosed; committee structure addresses adviser conflicts, with Litigation Committee in place though inactive last year .
RED FLAGS
- No LEO share ownership (alignment concern for some investors) .
- Directors did not attend the last annual meeting (engagement perception) .