Nancy Wiser Stefani
About Nancy Wiser Stefani
Independent Trustee of Eaton Vance Enhanced Equity Income Fund (EOI). Born 1967; Trustee since 2022; Class III term up for election in 2025. Former Executive Vice President and Global Head of Operations at Wells Fargo Asset Management (2011–2021), with governance leadership across UK/Luxembourg legal entities and Luxembourg funds; also served as Treasurer for the Wells Fargo Funds (2012–2021). She brings 30+ years of investment management operations, compliance, and governance experience, and currently serves on the University of Minnesota Foundation Board of Trustees (since 2022). She is also a corporate Director at Rimes Technologies (since 2022). Independence status: noninterested trustee under the 1940 Act.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Asset Management | EVP, Global Head of Operations | 2011–2021 | Oversaw operations and governance; chaired boards for UK/Lux funds and Luxembourg funds; Treasurer for Wells Fargo Funds (2012–2021) |
| Registered asset management companies (two) | COO and CCO | Prior to 2011 | Oversaw all non‑investment activities (operations/compliance) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rimes Technologies (London) | Corporate Director | Since 2022 | Data management company; private (not listed) |
| University of Minnesota Foundation | Trustee | Since 2022 | Non‑profit board service |
| Providence College Business Advisory Board | Board member | Prior service | Non‑profit; indicates alma mater affiliation |
| Boston Scores; National Black MBA Advisory Board | Board member | Prior service | Non‑profit board service |
Board Governance
- Board composition: ten noninterested (independent) Trustees; Independent Chairperson: George J. Gorman. Trustees serve three‑year staggered terms; EOI Trustees first appointed in 2014–2023 cohort.
- Committee memberships (Stefani): Audit (member), Contract Review (member), Compliance Reports & Regulatory Matters (member), Governance (member). Not a chair.
- FY2024 meeting cadence and attendance: Board met 8 times; Audit 10; Contract Review 5; Governance 4; Portfolio Management 7; Compliance 8; Ad Hoc Closed‑End Committee 9 (predecessor to current Closed‑End Fund Committee). Each Trustee attended at least 75% of Board/Committee meetings; none attended the 2024 Annual Meeting. (Similarly, in FY2023, each Trustee ≥75%; none attended 2023 Annual Meeting).
| Committee | Role | FY2024 Meetings Held | Notes |
|---|---|---|---|
| Audit | Member | 10 | Committee designated two “financial experts” (Gorman, Wennerholm); members independent under NYSE standards |
| Contract Review | Member | 5 | Reviews service provider contracts and conflicts; all noninterested Trustees serve |
| Compliance Reports & Regulatory Matters | Member | 8 | Serves as qualified legal compliance committee per SEC rules |
| Governance | Member | 4 | Nominations, Board/committee structure, compensation of independent Trustees |
- Independence & qualifications: Governance Committee charter emphasizes independence, skills diversity, and conflict screening in Trustee selection; all Governance Committee members independent under NYSE standards.
- Election-status signal: Stefani is nominated for re‑election as a Class III Trustee at the July 9, 2025 Annual Meeting.
Fixed Compensation
Trustee compensation is cash retainer‑based with Committee service components; EOI pays a pro‑rata share based on average net assets across the Eaton Vance fund complex.
| Component (2025 schedule) | Amount | Eligibility/Notes |
|---|---|---|
| Annual retainer | $325,000 | All noninterested Trustees |
| Chair of noninterested Trustees | $150,000 | Incremental; not applicable to Stefani |
| Committee service retainer | $82,500 | All noninterested Trustees |
| Four or more Committees | $15,000 | Incremental if serving on ≥4 committees (Stefani serves on four committees) |
| Committee Chair | $35,000 | Split if co‑chairs; not applicable to Stefani |
| Out‑of‑pocket expenses | Reimbursed | Actuals aggregated $96,845 for calendar 2024 for Board |
Year‑over‑year compensation received:
| Metric | Calendar 2023 | Calendar 2024 |
|---|---|---|
| Total Compensation from EOI (Fund) | $3,939 | $4,427 |
| Total Compensation from Fund Complex | $402,500 | $410,000 |
Compensation schedule change: annual retainer increased from $315,000 (2024 schedule) to $325,000 (2025 schedule).
Deferred compensation: Trustees may elect to defer fees into Eaton Vance funds via the Deferred Compensation Plan; no pension or retirement plan for Trustees. (No specific deferral noted for Stefani.)
Performance Compensation
| Compensation Element | Status | Evidence |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Trustees | Compensation section lists cash retainers and committee fees; no stock awards referenced |
| Option awards | Not disclosed for Trustees | No option grants referenced in Trustee remuneration |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable to Trustee pay | Proxy lacks any performance‑metric based compensation for Trustees |
| Clawbacks / Gross‑ups | Not disclosed for Trustees | No clawback or gross‑up provisions noted for Trustee remuneration |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| Rimes Technologies | Private | Corporate Director | Since 2022 | Data management; no EOI related‑party transaction disclosed |
| Public company directorships (last five years) | — | None | — | “Other Directorships Held During Last Five Years: None” in Trustee table |
Expertise & Qualifications
- 30+ years in asset management operations and compliance; governance leadership across multinational fund entities; former Treasurer of a large U.S. fund family.
- Committee service across Audit, Compliance, Governance, and Contract Review—deep exposure to financial reporting, valuation oversight, compliance, and service‑provider conflicts.
- Independent status under the 1940 Act and NYSE standards; Governance Committee prioritizes diverse skills and independence in nominations.
Equity Ownership
| Item | EOI (Fund) | Eaton Vance Fund Family (Aggregate) |
|---|---|---|
| Beneficial ownership (dollar range) | None; as of Apr 29, 2025 no Trustees other than Quinton held EOI shares | Over $100,000 (aggregate holdings overseen across EV family of funds) |
| Ownership as % of EOI outstanding shares | 0% (no shares held) | N/A |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Section 16 filings: All Trustees/officers complied with Section 16(a) filing requirements for the most recent fiscal year (no delinquent reports).
Governance Assessment
-
Strengths
- Independent Trustee with extensive operations/compliance background; active on Audit and Compliance Committees—aligned with robust risk oversight and valuation governance.
- Broad committee engagement (four committees) indicates high involvement; ≥75% attendance; positive signal on engagement.
- No public company directorships or adverse legal interests disclosed; reduces potential public‑market conflict vectors.
-
Concerns and monitoring items
- No direct ownership of EOI shares; while common for closed‑end fund boards, it modestly weakens “skin‑in‑the‑game” alignment versus best‑practice guidelines.
- Absence from Annual Shareholder Meetings (2023 and 2024) is a modest engagement optics issue, though attendance at Board/committee meetings met thresholds.
- Compensation is entirely fixed cash retainers and committee fees; no pay‑for‑performance linkage—standard for fund Trustees but offers limited performance incentives.
RED FLAGS
- No EOI share ownership (alignment risk)
- Did not attend the 2023 or 2024 Annual Meeting of Shareholders (engagement optics)
Overall signal: Independent, governance‑heavy skillset with multi‑committee workload supports board effectiveness; monitor engagement optics and alignment through voluntary fund share ownership and continued robust attendance.