Cynthia E. Frost
About Cynthia E. Frost
Independent Trustee (noninterested) since 2014; Class I term expiring at the 2025 Annual Meeting. Year of birth: 1961. Former Chief Investment Officer of Brown University with deep endowment and manager due diligence expertise; BA, with honors, in Economics from Stanford University; MBA, Edward Tuck Scholar, from Dartmouth’s Tuck School; CFA charterholder during her investment career. Currently a private investor and member of the MCNC Endowment investment committee. No other public-company directorships disclosed in the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University | Chief Investment Officer | 2000–2012 | Led evaluation/selection/monitoring of external managers for the endowment |
| Duke Management Company | Portfolio Strategist | 1995–2000 | Endowment portfolio strategy |
| Cambridge Associates | Managing Director | 1989–1995 | Investment consulting; manager research/due diligence |
| Bain & Company | Consultant | 1987–1989 | Strategy consulting |
| BA Investment Management Company | Senior Equity Analyst | 1983–1985 | Public equities analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCNC Endowment | Investment Committee Member | Not disclosed | Oversight of endowment investments |
| Other public-company boards (last five years) | None | — | None disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Noninterested Trustee; Governance Committee members designated independent under NYSE standards |
| Board leadership | Independent Chairperson of the Board: Scott E. Wennerholm |
| Trustee class/term | Class I Trustee; nominee for election at 2025 Annual Meeting |
| Retirement policy | Must retire by July 1 following 76th birthday or by Dec 31 of 20th year of service (with SEC compliance caveat) |
| Standing committees (membership) | Governance; Contract Review; Portfolio Management; Closed‑End Fund Committee |
| Committee chair roles | None (Frost is a member; not listed as chair on any committee) |
| Meeting cadence (FY ended Jan 31, 2025) | Board: 7; Audit: 9; Contract Review: 5; Governance: 5; Portfolio Management: 7; Compliance/Regulatory: 8; Closed‑End Fund Committee: 1 (predecessor Ad Hoc Closed‑End met 8) |
| Attendance | Each Trustee attended at least 75% of Board/Committee meetings; none attended the Fund’s 2024 Annual Meeting of Shareholders |
Committee Assignments
| Committee | Role | Scope |
|---|---|---|
| Governance Committee | Member | Board structure, nominations, compensation, NYSE independence; shareholder nomination process via charter |
| Contract Review Committee | Member | Oversight of all service provider contracts; conflict-of-interest reviews (including adviser/affiliates) |
| Portfolio Management Committee | Member | Oversight of portfolio process, trading policies, risk techniques, fund performance monitoring |
| Closed‑End Fund Committee | Member | Oversight of closed-end fund trading, capital structure, distribution policies |
Fixed Compensation
| Component | Amount | Applicability/Notes |
|---|---|---|
| Annual retainer (noninterested Trustees) | $325,000 | Paid across Eaton Vance Fund Boards; pro rata allocation to each fund based on average net assets |
| Chair of noninterested Trustees | +$150,000 | Not applicable to Frost (not Chair) |
| Committee service retainer | +$82,500 | Paid for committee service; Frost serves on four committees |
| 4+ committees additional retainer | +$15,000 | Applicable given four committees |
| Committee chair retainer | +$35,000 | Not applicable (Frost not a chair) |
| Out-of-pocket expenses | Reimbursed | Standard reimbursement |
| Compensation (Calendar/Fiscal) | ETX Fund | Fund Complex (Eaton Vance Boards) |
|---|---|---|
| Calendar year ended Dec 31, 2024 | $1,285 | $395,000 |
| Fiscal year ended Jan 31, 2025 (from ETX) | $1,285 | — |
Notes: The Fund pays only its pro rata share of Trustees’ compensation based on assets; totals for the Fund Complex reflect aggregate compensation across Eaton Vance funds overseen .
Performance Compensation
| Performance-linked element | Status | Details |
|---|---|---|
| Equity awards (RSUs/PSUs), options | Not disclosed/none | Proxy discloses cash retainers and committee components; no equity or option awards for Trustees are described |
| Bonus/variable pay tied to metrics | Not disclosed/none | No performance-based bonuses or metrics are specified for Trustees |
| Clawbacks/COC provisions | Not disclosed | Not addressed for Trustees in the proxy |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| None (public companies; last five years) | — | — | None disclosed |
| Eaton Vance Family of Funds | Trustee (noninterested) | Shared oversight with advisers/service providers | Mitigated via Contract Review Committee conflict oversight |
Expertise & Qualifications
- Endowment CIO and institutional allocator experience (Brown University) with manager selection and monitoring expertise .
- Tuck MBA (Edward Tuck Scholar); Stanford BA in Economics with honors; CFA charterholder during career .
- Active on Governance, Contract Review, Portfolio Management, and Closed‑End Fund committees, aligning skills with oversight of capital structure, distribution policies, and investment processes .
Equity Ownership
| Category | Amount/Status |
|---|---|
| ETX shares owned (as of Aug 26, 2025) | None; only Mr. Smith held >$100,000; no other Trustee held ETX shares |
| Aggregate beneficial ownership in Eaton Vance family of funds | Over $100,000 |
| Shares pledged/hedged | Not disclosed |
| Ownership guidelines | Not disclosed (fund trustees) |
Governance Assessment
- Board effectiveness: Frost’s multi-committee membership (four committees) signals engagement across governance, contracts/conflicts, investment process, and closed‑end capital/distribution oversight; however, she holds no chair roles, tempering direct influence on committee agendas .
- Independence and conflict controls: Noninterested status and Governance Committee independence under NYSE standards are positives; the Contract Review Committee expressly oversees adviser-affiliated conflicts, a key safeguard for closed‑end shareholders .
- Attendance and engagement: At least 75% attendance threshold was met by all Trustees, but none attended the 2024 Annual Meeting—a potential investor-relations red flag for shareholder engagement optics even if typical for fund boards .
- Alignment and incentives: Compensation is cash-retainer driven with additional fees for committee service and 4+ committees; no performance-linked or equity awards are disclosed, limiting direct pay-for-performance alignment but consistent with investment company trustee practice. Frost’s lack of ETX share ownership (while holding >$100,000 across the fund family) suggests broader fund-complex alignment rather than ETX-specific skin-in-the-game .
Red Flags and Watch Items
- No ETX share ownership disclosed for Frost as of Aug 26, 2025—limited ETX-specific alignment .
- Trustees did not attend the 2024 Annual Meeting—shareholder engagement optics concern .
- Compensation entirely cash-based without performance metrics—neutral for independence, but minimal pay-for-performance signal .
Overall Implication for Investors: Frost brings strong institutional investment and governance credentials with broad committee engagement and independence safeguards. The absence of ETX-specific share ownership and lack of performance-tied compensation are alignment gaps to monitor, offset by explicit conflict-review structures and independent board leadership .