Scott Wennerholm
About Scott E. Wennerholm
Independent Trustee of Eaton Vance Floating‑Rate Income Trust (EFT). Born 1959; first appointed to Eaton Vance fund boards in 2016; current term “Class I Trustee until 2026.” Career spans >30 years in asset management, including COO/EVP at BNY Mellon Asset Management, COO/CFO at Natixis Global Asset Management, and VP at Fidelity Investments Institutional Services. Designated by the Board as an Audit Committee Financial Expert; currently a private investor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer; Executive Vice President | 2005–2011 | Senior operating and financial oversight experience relevant to audit and controls . |
| Natixis Global Asset Management | Chief Operating Officer; Chief Financial Officer | 1997–2004 | Direct CFO experience strengthens audit/internal control expertise . |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional distribution/operations background . |
| GF Parish Group (executive recruiting) | Consultant | 2016–2017 | Advisory experience; no issuer conflicts disclosed . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wheelock College | Trustee | 2012–2018 | Postsecondary institution board service; non‑profit governance . |
Board Governance
- Independence: Classified as a noninterested Trustee under the Investment Company Act; all Board committees are composed solely of noninterested Trustees; Audit Committee members are independent under NYSE standards .
- Committees and roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert .
- Contract Review Committee: Member .
- Portfolio Management Committee: Member .
- Governance Committee: Member .
- Not a member of Compliance Reports & Regulatory Matters Committee or Closed‑End Fund Committee per membership lists .
- Meetings and attendance (FY ended May 31, 2024): Board met 8 times; Audit 10; Contract Review 5; Governance 3; Portfolio Management 7; Compliance 8; Closed‑End 5. Each Trustee attended at least 75% of Board and committee meetings; none attended the Fund’s 2024 Annual Meeting of Shareholders .
Committee Meeting Frequency (FY ended May 31, 2024)
| Committee | Meetings | Notes |
|---|---|---|
| Board of Trustees | 8 | Attendance ≥75% for all Trustees . |
| Audit Committee | 10 | Wennerholm chairs; financial expert . |
| Contract Review Committee | 5 | Conflict review with service providers (incl. EV affiliates) . |
| Governance Committee | 3 | Board structure, nominations, compensation recommendations . |
| Portfolio Management Committee | 7 | Oversight of portfolio process and performance monitoring . |
| Compliance Reports & Regulatory Matters Committee | 8 | Not listed as member . |
| Closed‑End Fund Committee | 5 | Not listed as member . |
Auditor Oversight (context for Audit Committee effectiveness)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Audit Fees | $104,000 | $104,100 |
| Audit‑Related Fees | $0 | $0 |
| Tax Fees | $350 | $0 |
| All Other Fees | $0 | $0 |
Independent auditor: Deloitte & Touche LLP; Audit Committee reviewed independence and recommended inclusion of audited financials in annual report .
Fixed Compensation
- Structure (Board‑adopted schedule; paid pro rata by each fund based on average net assets):
- Annual retainer: $325,000 .
- Committee service: $82,500 .
- Additional for serving on ≥4 Committees: $15,000 .
- Committee Chair: $35,000 (split if co‑chairs) .
- Chairperson of the noninterested Trustees: $150,000 (not Wennerholm) .
- Out‑of‑pocket expenses reimbursed .
| Compensation Metric | EFT (Fund) Amount | Fund Complex Amount | Notes |
|---|---|---|---|
| Total 2024 Compensation | $3,696 | $445,000 | Calendar year ended Dec 31, 2024; complex includes 123 registered investment companies . |
| Deferred Compensation | Not disclosed for Wennerholm | N/A | Mosley example shows $255 deferred; table indicates possibility of deferred comp . |
| Eligibility for ≥4 Committees Add’l Retainer | — | — | He serves on four committees (Audit, Contract Review, Portfolio Management, Governance) per membership lists . |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based bonuses or equity (RSUs/PSUs), options, performance metrics (TSR/EBITDA/ESG), vesting schedules | None disclosed for Trustees; compensation consists of retainers and committee fees . |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlock/Conflict |
|---|---|---|---|
| None listed | — | Current | No other public company directorships disclosed . |
Expertise & Qualifications
- Audit Committee Financial Expert designation under SEC rules; deep CFO/COO leadership in global asset management, aligning with oversight of internal controls and financial reporting .
- Member of committees overseeing conflicts with service providers and portfolio management processes; independent under NYSE standards .
Equity Ownership
| Holding Category | Amount/Range | As‑of Date | Notes |
|---|---|---|---|
| EFT fund shares | None (no Trustees other than Mr. Quinton held EFT shares) | Dec 30, 2024 | Mr. Quinton beneficially owned over $100,000; Wennerholm held none in EFT . |
| Aggregate holdings across Eaton Vance family of funds overseen | Over $100,000 | Dec 30, 2024 | May include amounts deemed owned via deferred compensation plan . |
| Ownership guidelines, pledging/hedging | Not disclosed | — | No pledging/hedging disclosures specific to Trustees . |
Governance Assessment
- Strengths: Independent Trustee; Audit Committee Chair and SEC‑defined Financial Expert; Audit Committee independence affirmed under NYSE standards; auditor independence oversight and consistent audit fee profile support robust financial reporting oversight .
- Committee breadth: Serves on four key committees (Audit, Contract Review, Portfolio Management, Governance), indicating deep engagement across conflicts oversight, investment process, and board structure/compensation .
- Ownership alignment: No direct ownership in EFT as of Dec 30, 2024; holds over $100,000 across the Eaton Vance family of funds overseen, which aligns at complex level but not fund‑specific skin‑in‑the‑game for EFT .
- Engagement signal: Each Trustee met ≥75% meeting attendance, but none attended the Fund’s 2024 Annual Meeting of Shareholders—a potential shareholder engagement gap to monitor .
- Conflicts oversight: Membership on Contract Review Committee explicitly covers actual/potential conflicts with service providers, including affiliates of Eaton Vance/Morgan Stanley; committee structure composed solely of noninterested Trustees mitigates related‑party risks .
- RED FLAGS: No EFT share ownership by Wennerholm as of the disclosure date ; non‑attendance at the 2024 Annual Meeting by all Trustees may be viewed negatively by some investors .