Robin Melvin

About Robin A. Melvin

Independent director of BNY Mellon Strategic Municipals, Inc. (LEO), serving since 1995 and designated as a VMTP Shares Designee; age 61 as of the 2025 proxy . She is classified as independent (not an “interested person” under the 1940 Act), consistent with a board composed entirely of independent directors . Background spans investment banking at Goldman Sachs and extensive non-profit leadership and governance across youth mentoring and healthcare organizations, plus trustee roles at two HPS business development companies .

Past Roles

External Roles

Board Governance

• Independence: Entire LEO board (including chair) is independent; none of the continuing directors are “interested persons” under the 1940 Act .
• VMTP Shares Designee: Melvin is a Class II Director designated by VMTP preferred holders (distinct shareholder constituency) .
• Committees: Fund has Audit, Nominating, Compensation, and Litigation committees comprised of independent directors; Audit Committee consists of all directors; Compensation excludes the chair (DiMartino) . Audit Committee chair is Alan H. Howard; Melvin is a member (not chair) .
• Attendance: Directors (including Melvin) attended at least 75% of board and committee meetings in FY 2024; there is no formal policy for annual meeting attendance and directors did not attend last year’s annual meeting .
• Meetings held (FY 2024): Board (5), Audit (6), Compensation (1), Nominating (1); Litigation Committee did not meet .

Committee Assignments

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and capital markets: former investment banker at Goldman Sachs .
• Nonprofit governance and strategy: senior leadership roles at MENTOR; governance at Mentor Illinois and JDRF; trustee roles at Westover School and Northwestern Memorial Hospital .
• Investment company oversight: long-tenured fund director at LEO and trustee at two HPS BDCs .
• VMTP preferred holder representation experience (as designated director) .

Equity Ownership

Governance Assessment

• Independence and oversight: Melvin is independent under the 1940 Act; the board is fully independent, with an Audit Committee comprising all directors and independent legal counsel access, indicating a robust oversight framework .
• Committee engagement: Member of the Audit Committee (chair is Howard) and, by structure, of other independent committees; FY 2024 attendance met the ≥75% threshold, with active meeting cadence (5 board; 6 audit) .
• Ownership alignment: She holds no LEO common or preferred shares, which may be viewed by some investors as lower direct “skin-in-the-game,” though she holds positions across the broader BNY fund family .
• Constituency representation: As a VMTP Shares Designee, she represents preferred shareholder interests, which can be beneficial for capital structure governance but may reflect differing priorities from common holders in certain scenarios .
• Pay structure: Director compensation is cash-based (retainers/meeting fees); no bonus, pension, or equity programs are disclosed, reducing pay-for-performance concerns but also limiting direct equity alignment .
• Engagement signal: The fund reports directors did not attend last year’s annual meeting; while there is no formal policy, some investors may prefer visible director presence at annual meetings .

Overall, Melvin’s long tenure (since 1995), independent status, and broad committee participation support board continuity and oversight at LEO; investors should weigh the lack of LEO share ownership and VMTP-designee status in assessing alignment and constituency representation .