Scott Wennerholm
About Scott E. Wennerholm
Independent Trustee of Eaton Vance Enhanced Equity Income Fund (EOI) since 2016; born 1959; currently serving as a Class I Trustee with term expiring in 2026. He is Audit Committee Chair and designated “audit committee financial expert,” with 30+ years in asset management operations and finance (COO/EVP BNY Mellon Asset Management; COO/CFO Natixis Global Asset Management; VP Fidelity Investments Institutional Services). No education credentials are disclosed in the proxy; he is classified as a “noninterested” (independent) Trustee under the 1940 Act and NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer and Executive Vice President | 2005–2011 | Senior operations and executive leadership across asset management businesses |
| Natixis Global Asset Management | Chief Operating Officer and Chief Financial Officer | 1997–2004 | Oversight of finance and operations; global asset manager infrastructure |
| 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 board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mr. Wennerholm . |
Board Governance
- Committees: Audit (Chair), Contract Review, Portfolio Management, Governance .
- Independence: Noninterested Trustee under the 1940 Act; Audit Committee members (including Mr. Wennerholm) are independent per NYSE listing standards .
- Financial Expert: Designated by the Board as an “audit committee financial expert” .
- Attendance and Meeting Cadence: FY ended 9/30/2024—Board met 8 times; Audit 10; Contract Review 5; Governance 4; Portfolio 7; Compliance 8; Closed-End predecessor Ad Hoc met 9. Each Trustee attended at least 75% of meetings; none attended the Fund’s 2024 Annual Meeting . FY ended 9/30/2023—Board met 9; Audit 9; Contract Review 7; Governance 4; Portfolio 9; Compliance 9; Ad Hoc Closed-End 2; each Trustee ≥75% attendance; none attended 2023 Annual Meeting .
- Board Leadership: Independent Chairperson of the Board is George J. Gorman .
Fixed Compensation
| Component | 2025 Schedule | 2024 Schedule | Notes |
|---|---|---|---|
| Annual retainer (noninterested Trustees) | $325,000 | $315,000 | Paid pro rata by each EV fund based on average net assets |
| Chair of noninterested Trustees | $150,000 | $150,000 | Independent Board Chair supplement |
| Committee service retainer | $82,500 | $82,500 | Applies to committee service |
| 4+ committees supplement | $15,000 | $15,000 (Ad Hoc excluded) | Additional retainer for broad committee load |
| Committee Chair retainer | $35,000 | $35,000 (for Governance, Audit, Compliance, Contract Review, Portfolio) | Split evenly if co-chairs |
| Ad Hoc Committee Chair stipend | Not specified | $5,000 per active six-month period | Applies only when Ad Hoc exists and meets |
| Deferred comp eligibility | Yes (Trustees may defer fees into EV funds) | Yes (Trustees may defer fees into EV funds) | Deferrals track the performance of selected EV funds |
| Individual Compensation (Scott E. Wennerholm) | FY ended 9/30/2024 (EOI Fund) | Calendar 2024 (Fund Complex) | FY ended 9/30/2023 (EOI Fund) | Calendar 2023 (Fund Complex) |
|---|---|---|---|---|
| Amount | $4,804 | $445,000 | $4,282 | $437,500 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for Trustees; compensation structured as cash retainers and committee-based fees |
| Option awards | None disclosed |
| Performance metrics tied to compensation (e.g., TSR, EBITDA) | None disclosed for Trustees |
| Vesting schedules | Not applicable (no equity/option awards disclosed) |
| Clawback provisions | Not disclosed for Trustees; compensation plan permits deferral into EV funds |
| Change-of-control/severance | Not disclosed for Trustees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Wennerholm |
| Prior boards | Wheelock College (Trustee, 2012–2018) |
| Interlocks with EOI competitors/suppliers/customers | None disclosed for Mr. Wennerholm; Audit Committee oversees auditor independence; Contract Review Committee oversees service provider conflicts |
Expertise & Qualifications
- Senior operating and finance leader in global asset managers (BNY Mellon AM COO/EVP; Natixis GAM COO/CFO; Fidelity VP), supporting audit, controls, valuation, and risk oversight competence .
- Board-designated audit committee financial expert, chairing Audit Committee; independent under NYSE standards .
- Experience across governance committees (Contract Review, Portfolio Management, Governance), indicating broad oversight capabilities .
Equity Ownership
| Item | Value |
|---|---|
| EOI shares beneficially owned (as of record date) | None; only Mr. Quinton held $50,001–$100,000; no other Trustee (including Mr. Wennerholm) held EOI shares |
| Aggregate holdings across Eaton Vance family of funds | Over $100,000 (aggregate dollar range) |
| Ownership as % of EOI shares outstanding | 0% (no shares held; EOI shares outstanding 40,848,690 as of 4/29/2025) |
| Shares pledged as collateral | None disclosed |
| Section 16 filings | All Trustees/officers compliant for latest fiscal year; in prior year, one late Form 3 by a different Trustee; no transactions reported on that form |
Insider Trades
| Period | Filing/Transaction | Notes |
|---|---|---|
| FY latest (per 2025 proxy) | Section 16 compliance | All Trustees/officers (including Mr. Wennerholm) complied; no delinquent filings reported |
| Prior year (per 2024 proxy) | Late Form 3 (another Trustee) | Alan C. Bowser filed late; no transactions on the form; no issues noted for Mr. Wennerholm |
Governance Assessment
- Strengths: Independent Trustee with deep COO/CFO asset management experience; Audit Committee Chair and financial expert designation; committee membership breadth supports effective oversight of valuation, compliance, and advisor conflicts; Audit Committee and Board receive robust auditor independence reporting; non-audit fees to adviser affiliates reviewed for independence compatibility .
- Alignment and engagement signals: No direct ownership of EOI shares (skin-in-the-game at fund level limited), although aggregate EV family of funds holdings exceed $100,000; Trustees attended ≥75% of meetings, but none attended the 2023 or 2024 Annual Meetings, which some investors view as a softer engagement signal in closed-end fund governance contexts .
- Compensation structure: Purely fixed cash retainer and committee fees; no equity or option-based awards, and no disclosed performance metrics—reduces pay-for-performance alignment risks but also limits incentive alignment with fund total return .
- Conflict oversight: Contract Review Committee expressly monitors service provider conflicts; Audit Committee pre-approves auditor services and annually reviews independence; Board and committees comprised solely of noninterested Trustees .
Board Governance (Detail Table)
| Governance Metric | FY 2024 Value | FY 2023 Value |
|---|---|---|
| Board meetings held | 8 | 9 |
| Audit Committee meetings | 10 | 9 |
| Contract Review Committee meetings | 5 | 7 |
| Governance Committee meetings | 4 | 4 |
| Portfolio Management Committee meetings | 7 | 9 |
| Compliance Committee meetings | 8 | 9 |
| Closed-End Committee / Ad Hoc | Committee established post–FY 2024; predecessor Ad Hoc met 9 | Ad Hoc met 2 |
| Attendance threshold met (≥75%) | Yes (all Trustees) | Yes (all Trustees) |
| Annual Meeting attendance | None of Trustees attended 2024 AM | None of Trustees attended 2023 AM |
Potential Conflicts or Related-Party Exposure
- Auditor Independence: Audit Committee concluded services to Eaton Vance and affiliates compatible with maintaining auditor independence; non-audit fee levels disclosed (Fund $0; Eaton Vance/affiliates $18,490 in 2024; $52,836 in 2023) .
- Service Provider Conflicts: Contract Review Committee oversees all matters where Fund service providers (including Eaton Vance/Morgan Stanley affiliates) have actual or potential conflicts with Fund/shareholders .
- Adviser Relationship: Eaton Vance is adviser/administrator to EOI and is an indirect wholly owned subsidiary of Morgan Stanley; Board composed entirely of noninterested Trustees oversees the adviser .
Director Compensation Mix and Trend
| Year | Total Compensation (Fund Complex) | Notes |
|---|---|---|
| 2024 | $445,000 | Up vs $437,500 in 2023; consistent with fee schedule and committee roles |
| 2023 | $437,500 | Prior year baseline |
Observations: Compensation is entirely fixed cash (retainer + committee chairs/memberships), with optional deferral into EV funds; no equity/options or performance metrics disclosed—suggests low risk of pay-for-performance distortions but limited alignment with EOI NAV/market return .
Expertise & Qualifications
- Core competencies: audit/controls, financial reporting, valuation oversight, operations and risk management within large asset management firms; effective committee leadership .
- Board skills matrix implication: complements financial and operational rigor on Audit, Contract Review, Portfolio Management, and Governance Committees .
Equity Ownership
| Holding Category | Amount |
|---|---|
| EOI — Dollar range | None (no other Trustee besides Mr. Quinton held EOI shares as of record dates) |
| EV family of funds — Aggregate dollar range | Over $100,000 |
Governance Assessment
- Overall: Strong technical governance profile via Audit Committee leadership and independence; attendance formalities met; auditor independence and conflicts governance processes robust .
- Investor confidence watchpoints: No EOI share ownership and absence from annual meetings may be perceived as lower direct alignment/engagement; however, EV complex holdings and committee workload indicate broader platform engagement .
- Net view: High board effectiveness in controls/financial oversight; moderate alignment signal at fund level due to no EOI holdings .