Cynthia Frost
About Cynthia Frost
Independent, noninterested Trustee of Eaton Vance Floating-Rate Income Trust (EFT) since 2014; Class I term expiring in 2026; year of birth 1961. Former Chief Investment Officer of Brown University (2000–2012) with prior roles at Duke Management Company (Portfolio Strategist, 1995–2000), Cambridge Associates (Managing Director, 1989–1995), Bain & Company (Consultant, 1987–1989), and BA Investment Management Company (Senior Equity Analyst, 1983–1985). She serves on the investment committee of The MCNC Endowment and oversees 123 Eaton Vance funds within the complex as of December 30, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University | Chief Investment Officer | 2000–2012 | Led evaluation, selection, and monitoring of third‑party managers for the endowment . |
| Duke Management Company | Portfolio Strategist | 1995–2000 | Endowment portfolio strategy and manager oversight . |
| Cambridge Associates | Managing Director | 1989–1995 | Investment and consulting roles for institutions . |
| Bain & Company | Consultant | 1987–1989 | Management consulting assignments . |
| BA Investment Management Company | Senior Equity Analyst | 1983–1985 | Equity research and analysis . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The MCNC Endowment | Investment Committee Member | Not disclosed | Ongoing committee service . |
| Private Investor | N/A | Current | Listed as current occupation in EFT proxy . |
Board Governance
- Independence: All current Trustees, including Frost, are “noninterested” under the Investment Company Act of 1940; Governance Committee members (including Frost) are independent under NYSE listing standards .
- Tenure and term: Trustee since 2014; Class I term through 2026 .
- Committee memberships:
- Contract Review Committee (member) .
- Portfolio Management Committee (member) .
- Governance Committee (member) .
- Board/committee meeting cadence and attendance (FY ended May 31, 2024): Board met 8 times; Audit 10; Contract Review 5; Governance 3; Portfolio Management 7; Compliance Reports & Regulatory Matters 8; Closed-End Fund 5. Each Trustee attended at least 75% of Board and Committee meetings; none attended the Fund’s 2024 Annual Meeting of Shareholders .
- Retirement policy: Noninterested Trustees must retire by the first day of July following their 76th birthday or, with limited exception, by December 31 of the 20th year of service, subject to compliance with Section 16 of the 1940 Act and SEC guidance .
- Board leadership: George J. Gorman is Chairperson of the Board (noninterested Trustee) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (noninterested Trustees) | $325,000 | Pro rata charge to each fund based on average net assets . |
| Chairperson of noninterested Trustees | +$150,000 | Additional annual retainer . |
| Committee service retainer | +$82,500 | Additional annual retainer . |
| Service on ≥4 Committees | +$15,000 | Additional annual retainer . |
| Committee Chairperson | +$35,000 | Split evenly if co‑chairs . |
| Out‑of‑pocket expenses | Reimbursed | Aggregate reimbursed to Trustees was $96,845 in 2024 . |
| Frost – Total Compensation from EFT (FY ended May 31, 2024) | $3,276 | Fund‑level pro rata share . |
| Frost – Total Compensation from Fund Complex (CY 2024) | $395,000 | Across 123 registered investment companies/series . |
The fee schedule is uniform across noninterested Trustees; Frost is not disclosed as a committee chair and thus would not receive chair adders absent such assignment .
Performance Compensation
- No performance‑based pay elements disclosed for Trustees; compensation comprises fixed cash retainers and committee fees with no equity grants, options, or bonus metrics tied to TSR, revenue, EBITDA, or ESG .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| None disclosed | N/A | N/A | “Other Directorships Held During Last Five Years”: None for Frost . |
Expertise & Qualifications
- Endowment CIO experience (Brown University) and institutional portfolio strategy (Duke, Cambridge) align with oversight of portfolio management, third‑party manager selection, and risk monitoring—consistent with her assignments to the Portfolio Management and Contract Review Committees .
- Independent governance experience via service on the Governance Committee .
Equity Ownership
| Category | Frost Holding | Notes |
|---|---|---|
| EFT (Fund‑specific) | None (no shares held as of Dec 30, 2024) | Only Trustee with EFT holdings over $100,000 was Keith Quinton; “No other Trustee” held EFT shares . |
| Eaton Vance family of funds (aggregate overseen) | Over $100,000 | Aggregate dollar range across funds overseen; may include deferred compensation plan holdings . |
No pledging or hedging of fund shares is disclosed; no breakdown of vested/unvested or exercisable options applies given absence of equity awards to Trustees .
Governance Assessment
- Strengths:
- Deep endowment/institutional investment background supports effective oversight of portfolio management and external manager contracts; membership on Contract Review and Portfolio Management Committees aligns with expertise .
- Independence confirmed under the 1940 Act and NYSE standards; Governance Committee membership reinforces board independence processes (nominations, compensation of noninterested Trustees) .
- Attendance met minimum threshold (≥75%) across Board/Committees in FY2024; Board and committees are composed solely of noninterested Trustees, reducing potential conflicts with the adviser .
- Alignment/concerns:
- Frost did not hold EFT shares as of Dec 30, 2024, while she had over $100,000 aggregate holdings across the Eaton Vance family of funds; lack of fund‑specific ownership may be viewed as weaker “skin in the game” alignment for EFT specifically .
- None of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders, which may be viewed negatively by some investors seeking direct board‑shareholder engagement, though it is common in the closed‑end fund context .
- Conflicts and related‑party oversight:
- The Contract Review Committee explicitly reviews matters with actual/potential conflicts involving service providers (including Eaton Vance and affiliates), providing a formal mechanism to manage adviser/fund conflicts; no specific related‑party transactions are disclosed in the proxy for Frost .
Insider Trades
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| None disclosed in proxy | N/A | N/A | N/A | Frost held no EFT shares as of Dec 30, 2024; no insider transactions are referenced in the proxy . |
For Section 16 filings, no proxy references are provided; fund‑specific ownership is zero for Frost at the reported date, which typically results in no Form 4 activity .
Notes on Committee Operations (Context)
- Contract Review Committee membership includes all noninterested Trustees; chair: Mark R. Fetting. Portfolio Management Committee chair: Marcus L. Smith. Governance Committee chair: Valerie A. Mosley. Compliance Reports & Regulatory Matters Committee chair: Susan J. Sutherland. Closed‑End Fund Committee chair: Keith Quinton. Frost serves on Contract Review, Portfolio Management, and Governance—none as chair .
- Trustees oversee 123 registered investment companies/series in the Eaton Vance complex as of Dec 30, 2024, which informs pro rata compensation calculations and workload considerations .
; Independence/retirement/ownership ; Compensation schedule and amounts ; Committees and chairs ; Meetings and attendance .]