Scott E. Wennerholm
About Scott E. Wennerholm
Independent, noninterested Trustee of Eaton Vance Municipal Bond Fund (EIM) since 2016; year of birth 1959. Chairperson of the Audit Committee; designated by the Board as an “audit committee financial expert.” Prior roles include COO & EVP at BNY Mellon Asset Management, COO & CFO at Natixis Global Asset Management, and VP at Fidelity Investments Institutional Services; education includes BA (Business Administration and Philosophy) from Furman University and MBA from Boston University; FINRA Series 7, 24, 27, 63 licenses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer & EVP | 2005–2011 | Senior operating leadership in asset management |
| Natixis Global Asset Management | Chief Operating Officer & Chief Financial Officer | 1997–2004 | Finance and operations leadership |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional services leadership |
| GF Parish Group | Consultant | 2016–2017 | Executive recruiting advisory |
| Wheelock College | Trustee | 2012–2018 | Postsecondary institution governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None (public company directorships in last five years) | — | No other public boards disclosed |
Board Governance
- Independence: Noninterested Trustee under the Investment Company Act of 1940; Audit Committee members are independent under NYSE American standards .
- Committee leadership: Audit Committee Chair and designated “audit committee financial expert” (alongside George J. Gorman) .
- Committee memberships (FY 2024 activity shown for context; FY 2025 membership similar with Closed-End Fund Committee formed): Audit; Contract Review; Portfolio Management; Governance .
- Engagement and attendance: In FY 2024, Board met 8 times; Audit 10; Contract Review 5; Governance 4; Portfolio Management 7; Compliance 8; Ad Hoc Closed-End Fund Matters 9. Each Trustee attended at least 75% of Board/committee meetings; none of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders. Similarly, in FY 2023, Board met 9 times, each Trustee attended ≥75%, and none attended the 2023 Annual Meeting .
| Committee (FY 2024) | Role | Independent | Meetings Held | Attendance Threshold |
|---|---|---|---|---|
| Audit | Chair; member | Yes | 10 | ≥75% (Trustees) |
| Contract Review | Member | Yes | 5 | ≥75% (Trustees) |
| Portfolio Management | Member | Yes | 7 | ≥75% (Trustees) |
| Governance | Member | Yes | 4 | ≥75% (Trustees) |
| Annual Meeting attendance | — | — | 2024: None attended | None attended |
Fixed Compensation
Board policy pays cash retainers with committee and chair premiums; Trustees may receive additional amounts for serving on four or more committees and for committee chair roles. EIM pays a pro rata share based on fund size.
| Fee Component | Amount | Notes |
|---|---|---|
| Annual Trustee Retainer | $325,000 | Fund complex schedule; EIM pays pro rata share |
| Chairperson of noninterested Trustees | $150,000 | If serving as Board Chair (not Wennerholm) |
| Committee Service Retainer | $82,500 | Annual |
| Four-or-more Committees Add-on | $15,000 | Annual |
| Committee Chair Add-on | $35,000 | Annual; applies to Audit Chair |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Compensation from EIM (Fund-level) | $8,670 | $7,497 |
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Total Compensation from Fund & Fund Complex | $437,500 | $445,000 |
Trustees may elect to defer fees into Eaton Vance funds via a Deferred Compensation Plan; EIM has no pension/retirement plan for Trustees .
Performance Compensation
| Component | Disclosure | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Trustees | No stock award program disclosed in proxy |
| Option awards | Not disclosed for Trustees | No option program disclosed in proxy |
| Bonuses/variable pay | Not disclosed for Trustees | Compensation described as fixed retainers and committee/chair add-ons |
| Clawbacks/COC/Severance | Not disclosed for Trustees | No trustee clawback or CoC terms disclosed |
| Deferred compensation | Disclosed | Plan allows deferral into Eaton Vance funds |
Other Directorships & Interlocks
| Company | Role | Sector | Interlocks/Conflicts |
|---|---|---|---|
| — | None (public company boards) | — | No interlocks disclosed |
Expertise & Qualifications
- 30+ years in financial services leadership (COO/CFO roles), strong finance and operations profile suitable for Audit leadership .
- Audit Committee financial expert designation; independent under exchange rules .
- Education: BA (Furman University) and MBA (Boston University); FINRA Series 7/24/27/63 .
Equity Ownership
| Category | EIM Fund-level Ownership | Eaton Vance Family of Funds (Aggregate Dollar Range) | Pledging/Hedging |
|---|---|---|---|
| Scott E. Wennerholm | None beneficially owned (as of Aug 20, 2025) | Over $100,000 | Not disclosed in proxy |
Section 16 compliance: For FY 2025 proxy, all Trustees/officers complied with Section 16(a); FY 2024 proxy noted one late Form 3 filing by another Trustee (Bowser), with no transactions reported .
Governance Assessment
- Strengths: Independent trustee with deep operating and financial background; Audit Chair and “financial expert” designation enhance oversight of valuation, controls, and auditor independence. Active service on Contract Review and Portfolio Management Committees supports conflict management and performance oversight .
- Alignment: No EIM share ownership; however, meaningful aggregate holdings across the Eaton Vance family (“Over $100,000”) via funds overseen and/or deferred compensation plan; direct EIM alignment is limited at the fund level .
- Engagement: Trustees met frequently and Wennerholm’s committees were active; attendance at least 75% standard met. RED FLAG: No Trustees attended the Annual Meeting in 2023 and 2024, which may concern some shareholders seeking direct engagement .
- Conflicts oversight: Contract Review Committee explicitly reviews service-provider contracts and potential conflicts (including adviser-affiliate matters), which Wennerholm serves on; Audit Committee pre-approves auditor services and monitors independence .
- Shareholder environment: Karpus standstill and tender-offer framework indicate an activist context; continued discount-to-NAV triggers for conditional tenders may keep governance scrutiny elevated. This context heightens the importance of Audit and Board effectiveness led by independent trustees like Wennerholm .