Joseph DiMartino
About Joseph S. DiMartino
Joseph S. DiMartino (age 81) is the independent Chairman of the Board and a Class I Director of BNY Mellon Strategic Municipals, Inc. (LEO), serving since 1995 . He has chaired boards in the BNY Mellon Family of Funds for over 25 years and previously held senior operating roles at The Dreyfus Corporation (portfolio manager, President, COO, director) before departing in 1994 . The Board is entirely independent, including the Chairman, and none of the directors are “interested persons” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dreyfus Corporation | Portfolio Manager; President; COO; Director | 1971–1994 | Senior operating and investment leadership |
| The Noel Group (public buyout firm) | Chairman of the Board | Jul 1995–Nov 1997 | Helped manage, acquire, take public, and liquidate operating companies |
| Muscular Dystrophy Association | Director | 1986–2010 | Non-profit board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BNY Mellon Family of Funds | Chairman of the Board (across funds) | 25+ years | Extensive fund governance leadership |
| CBIZ, Inc. (NYSE:CBZ) | Director | 1997–May 2023 | Public company directorship |
Board Governance
- Independence: All LEO directors, including the Chairman, are independent and unaffiliated with the Investment Adviser; none are “interested persons” .
- Committee structure and roles:
- Audit Committee: DiMartino is a member; Alan H. Howard serves as Chair .
- Compensation Committee: DiMartino does not serve on this committee .
- Nominating and Litigation Committees: Standing committees comprised of Independent Directors .
- Board engagement and meetings:
- Meeting counts FY2024: 5 Board; 6 Audit; 1 Compensation; 1 Nominating; Litigation did not meet .
- Attendance: Directors and nominees attended at least 75% of the meetings of the Board and the committees of which they were members; directors did not attend last year’s annual meeting, and there is no formal policy on annual meeting attendance .
| Governance Metric | FY2024 Value |
|---|---|
| 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/Committee attendance rate | ≥75% |
| Annual meeting attendance | Directors did not attend |
Fixed Compensation
Compensation is structured as cash annual retainer and meeting fees allocated by net assets across the BNY Mellon family, with the Chairman receiving an additional 25% of such compensation; travel/out-of-pocket expenses are reimbursed; the Fund has no bonus, pension, profit-sharing or retirement plan .
| Year (Fiscal) | Compensation from LEO ($) | Aggregate Compensation from Fund Complex ($) | # of Portfolios |
|---|---|---|---|
| 2023 | 11,388 | 1,168,125 | 92 |
| 2024 | 11,588 | 1,090,000 | 86 |
Notes:
- Chairman premium: +25% on retainer/meeting compensation .
- Office and support costs paid by the Fund (allocated): ~$560 in FY2024 (informational) .
Performance Compensation
No performance-based elements are disclosed for directors. The proxy describes cash retainers/meeting fees and states there is no bonus, pension, profit-sharing or retirement plan .
| Performance Component | Disclosure |
|---|---|
| Bonus plan | None; Fund states no bonus plan |
| Equity awards (RSUs/PSUs) | Not disclosed in director compensation section (comp described as retainer/meeting fees) |
| Option awards | Not disclosed in director compensation section |
| Performance metrics tied to director pay | Not disclosed |
| Clawbacks / COI provisions | Not disclosed for director pay; Litigation Committee addresses potential conflicts in legal proceedings |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| CBIZ, Inc. | Director | 1997–May 2023 | Board interlock: Director Benaree Pratt Wiley is currently a CBIZ director (2008–Present) |
Expertise & Qualifications
- 25+ years as Chairman across BNY Mellon funds; deep governance experience .
- Senior operating background in asset management (portfolio manager, President, COO, director at Dreyfus) .
- Experience chairing a public buyout firm and overseeing complex corporate transactions .
- Non-profit board experience (Muscular Dystrophy Association) .
Equity Ownership
| Holder | Class | Shares Owned | % of Class |
|---|---|---|---|
| Joseph S. DiMartino | LEO Common Stock | 0 | 0% |
| Joseph S. DiMartino | LEO VMTP Shares | 0 | 0% |
| Aggregate holdings in BNY Mellon Family of Funds | Various funds | Over $100,000 (dollar range) | N/A |
5% holders (context): Saba Capital owned 4,569,610 LEO common shares (7.34%) as of April 10, 2025; Bank of America Corp. owned 100% of VMTP shares (3,156 shares) .
Insider Trades
| Date | Form 4 | Security | Amount | Notes |
|---|---|---|---|---|
| N/A | N/A | LEO Common/VMTP | N/A | Proxy states none of the nominees/continuing directors/officers owned LEO shares as of Apr 10, 2025; no director trading activity disclosed |
Governance Assessment
- Board effectiveness and independence: Strong alignment with best practice—independent chair and fully independent board; Audit Committee membership includes DiMartino, with the committee led by an independent chair .
- Committee assignments: DiMartino is engaged on the Audit Committee and chairs the overall Board; he does not sit on the Compensation Committee, reducing potential conflicts in setting director pay .
- Engagement: Directors/nominees achieved at least 75% meeting attendance; however, directors did not attend last year’s annual meeting and there is no formal attendance policy—this is a potential investor engagement gap .
- Pay and incentives: Director compensation is cash retainer/meeting fees, with a 25% premium for the Chair; no performance-based pay is disclosed, consistent with investment fund boards . Year-over-year, DiMartino’s LEO-specific fees were relatively stable ($11,388 in FY2023 vs. $11,588 in FY2024), while aggregate complex-wide compensation remains sizable due to service across many fund portfolios (92 → 86) .
- Ownership alignment: DiMartino holds no LEO shares (Common or VMTP), and the proxy does not disclose director ownership guidelines—lack of fund-specific ownership may be viewed as a potential alignment concern, though he reports “Over $100,000” aggregate holdings across the fund family .
- Related-party/conflict controls: The Litigation Committee is designed to address potential conflicts between the Fund and the Investment Adviser in legal matters; the board’s independent structure is intended to mitigate adviser-related conflicts .
- Other directorships/interlocks: Historical CBIZ directorship; current CBIZ directorship by another LEO director (Benaree Pratt Wiley) creates an interlock that could facilitate information flow but does not present an apparent conflict with Fund service providers or holdings based on proxy disclosures .
RED FLAGS
- No LEO share ownership by DiMartino (and other directors) as of April 10, 2025—potentially weak “skin-in-the-game” alignment for the Fund .
- Directors did not attend last year’s annual meeting; no formal attendance policy—potentially weak shareholder engagement signal .
- Heavy governance workload across many portfolios (86 in 2024) contributing to high aggregate compensation—monitor for bandwidth/overboarding risks despite meeting attendance ≥75% .