Marcus Smith
About Marcus L. Smith
Marcus L. Smith (born 1966) is an independent Trustee of Eaton Vance Floating-Rate Income Trust (EFT) serving since 2018; his current Class III term expires at the 2025 Annual Meeting. He chairs the Portfolio Management Committee and serves on the Contract Review and Governance Committees. Smith’s background includes senior investment leadership roles at MFS Investment Management and current public company directorships at MSCI Inc. (Audit Committee Chair) and First Industrial Realty Trust (Investment and Nominating/Corporate Governance Committees) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Portfolio Manager (MFS Institutional International Fund; MFS Concentrated International Fund) | 2001–2017 | Long-tenured PM across international strategies |
| MFS Investment Management | Director of Asian Research | 2005–2010 | Led regional research platform |
| MFS Investment Management | Chief Investment Officer, Asia | 2010–2012 | Regional CIO oversight |
| MFS Investment Management | Chief Investment Officer, Canada | 2012–2017 | Country CIO oversight |
| Andersen Consulting (Accenture) | Senior Consultant | 1988–1992 | Strategy/operations consulting |
| United States Army Reserve | Officer | 1987–1992 | Leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSCI Inc. | Director; Audit Committee Chair; Strategy & Finance Committee member | Since 2017 | Elevated to Audit Chair by 2025; previously Compensation & Talent Management Committee member |
| First Industrial Realty Trust, Inc. | Director; Investment Committee; Nominating/Corporate Governance Committee | Since 2021 | Industrial REIT governance and capital allocation oversight |
| DCT Industrial Trust Inc. | Director | 2017–2018 | Nominating & Corporate Governance and Audit Committees |
| University of Mount Union | Trustee | 2008–2020 | Higher education governance |
| Posse Foundation (Boston Advisory Board) | Board member | 2015–2021 | Community/education engagement |
| Harvard Medical School Advisory Council on Education | Council member | Current | Academic advisory role |
| Facing History and Ourselves | Director | Current | Non-profit board service |
| Core Knowledge Foundation | Trustee | Current | Education-focused foundation governance |
Board Governance
- Independence: The Board is composed entirely of noninterested Trustees under the Investment Company Act; Smith is independent .
- Committee leadership and membership (2025): Portfolio Management Committee (Chair); Contract Review Committee (Member); Governance Committee (Member) .
- Committee membership (2024): Portfolio Management Committee (Chair); Contract Review Committee (Member); Governance Committee (Member); Ad Hoc Committee for Closed-End Fund Matters (Member) .
- Attendance: In FY ended May 31, 2024, Trustees met 8 times; each Trustee attended at least 75% of Board and Committee meetings. No Trustee attended the Fund’s 2024 Annual Meeting of Shareholders (also none attended in 2023) .
- Term and Board structure: Board size fixed at ten (2025), with three staggered classes; Smith is a Class III Trustee up for election in 2025 .
Committee Assignments by Year
| Committee | 2024 Role | 2025 Role |
|---|---|---|
| Portfolio Management | Chair | Chair |
| Contract Review | Member | Member |
| Governance | Member | Member |
| Closed-End Fund Matters (Ad Hoc/Closed-End) | Member (Ad Hoc) | Not listed (Closed-End Committee members exclude Smith) |
Fixed Compensation
- Structure: Trustees receive cash retainers with committee service and chair fees; no equity grants. Trustees may elect to defer fees into Eaton Vance funds via a Deferred Compensation Plan .
Trustee Compensation Schedule (EFT Board)
| Component | 2023/2024 Schedule | 2024/2025 Schedule |
|---|---|---|
| Annual retainer (noninterested Trustees) | $315,000 | $325,000 |
| Chairperson of noninterested Trustees | $150,000 | $150,000 |
| Committee service retainer | $82,500 | $82,500 |
| Four or more Committees | $15,000 (excluding Ad Hoc) | $15,000 |
| Committee Chair retainer | $35,000 (Gov/Audit/Compliance/Contract Review/Portfolio Mgmt) | $35,000 (split if Co-Chairs) |
| Ad Hoc Committee Chair | $5,000 per six-month period (if exists) | Not specified |
| Out-of-pocket expenses | Reimbursed | Reimbursed |
Marcus L. Smith – Reported Compensation
| Period | Total Compensation from Fund | Total Compensation from Fund Complex | Notes |
|---|---|---|---|
| Calendar year ended Dec 31, 2023 | $3,759 | $418,750 | Schedule reflects Board-wide retainers; deferrals noted for other Trustees |
| Calendar year ended Dec 31, 2024 | $3,570 | $430,000 | Board-wide schedule updated for 2025 proxy |
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based bonus | Not used for Trustees; compensation is fixed retainers and committee fees |
| Equity awards (RSUs/PSUs/options) | None disclosed for Trustees |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed/applicable to Trustee compensation |
| Clawbacks / severance / CoC provisions | Not disclosed/applicable to Trustees |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock Notes |
|---|---|---|---|
| MSCI Inc. | Director; Audit Committee Chair | Audit (Chair); Strategy & Finance | MSCI is a global provider of investment decision tools used by asset managers; no related-party transactions disclosed in EFT proxy |
| First Industrial Realty Trust | Director | Investment; Nominating/Corporate Governance | Industrial REIT; no EFT proxy disclosure of transactions involving the Fund |
| DCT Industrial Trust | Director (2017–2018) | Nominating & Corporate Governance; Audit | Historical role; no current interlock |
Note: Eaton Vance serves as EFT’s adviser/administrator and is an indirect, wholly owned subsidiary of Morgan Stanley; this service-provider relationship is overseen via the Contract Review Committee (Smith is a member) .
Expertise & Qualifications
- Senior global CIO experience (Asia, Canada) and research leadership at MFS; extensive public company audit and governance exposure as MSCI Audit Chair; industrial real estate oversight at First Industrial .
- Mix of investment, risk oversight, and governance skills aligned with fund board responsibilities; Board cites educational/professional diversity and independent judgment as selection criteria .
Equity Ownership
| Item | Value |
|---|---|
| EFT Common Shares directly owned | 0 (no Trustees other than Mr. Quinton held shares as of Dec 30, 2024) |
| Aggregate dollar range of equity in Eaton Vance family of funds overseen | Over $100,000 (Smith) |
| Section 16(a) filing compliance | All Trustees/officers compliant (most recent fiscal year); no delinquent reports noted in 2025; a 2024 late Form 3 was noted for another Trustee (Bowser) |
| Pledging/hedging of EFT shares | Not disclosed |
| Deferred compensation elections | Trustees may defer fees into EV funds; individual elections disclosed for some Trustees (not specified for Smith) |
Governance Assessment
- Strengths: Independent status; multi-committee leadership (Portfolio Management Chair; member Contract Review/Governance); broad investment and audit expertise (MSCI Audit Chair) supporting oversight of adviser, valuation, and risk processes .
- Engagement: Board/Committee meeting cadence high (FY 2024: Board 8; Portfolio Mgmt 7; Audit 10; etc.); Trustees met ≥75% attendance. Note: none attended the 2024 or 2023 Annual Shareholder Meetings, which may signal limited direct shareholder interaction typical of closed-end fund boards .
- Pay structure: Cash-based retainers with committee chair uplifts; no equity/performance-linked pay—aligns incentives with governance workload rather than market metrics; Smith’s total complex-wide compensation increased to $430,000 in 2024 (from $418,750 in 2023) while EFT’s pro-rata fund share remained small, consistent with asset-based pro-ration across 123 funds .
- Potential conflicts: Service-provider oversight embedded in Contract Review Committee mitigates conflicts with adviser (Eaton Vance/Morgan Stanley IM). Smith’s MSCI role presents a potential perception of interlock with a data/index provider used by asset managers; EFT’s proxy does not disclose related-party transactions involving MSCI or Smith .
RED FLAGS
- Non-attendance at Annual Shareholder Meetings (2023, 2024) across all Trustees—monitor investor relations posture and any shifts in Governance Committee practices .
- Multiple external commitments (MSCI Audit Chair; First Industrial director; non-profit boards)—assess bandwidth versus committee chair responsibilities on EFT; current proxies do not indicate attendance shortfalls (≥75% in FY 2023 and FY 2024) .