George J. Gorman

About George J. Gorman

Independent Trustee of Eaton Vance Municipal Income 2028 Term Trust (ETX); born 1952; Trustee since 2014 with current term expiring 2026. Principal at George J. Gorman LLC; formerly Senior Partner in Ernst & Young LLP’s Asset Management Group, leading audits of mutual funds, hedge funds and private equity funds. Education: BS, cum laude, Duquesne University; MBA, Amos Tuck School, Dartmouth; CPA in New York and Massachusetts .

Past Roles

External Roles

Board Governance

• Independence: ETX’s Board is composed solely of noninterested Trustees under the 1940 Act; Audit and Governance Committees comprise independent members under NYSE/NYSE American rules .
• Committee memberships and roles:
  • Audit Committee: Member; designated “audit committee financial expert” (former Chair) .
  • Contract Review Committee: Chairperson (leads conflict review of service provider contracts, including Eaton Vance affiliates) .
  • Portfolio Management Committee: Member .
  • Governance Committee: Member .
  • Compliance Reports & Regulatory Matters Committee: Not listed as member .
  • Closed-End Fund Committee: Not listed as member .
• Engagement and attendance:
  • FY ended Jan 31, 2025: Board met 7 times; Audit 9; Contract Review 5; Governance 5; Portfolio Management 7; Compliance 8; Closed-End 1 (predecessor Ad Hoc met 8) .
  • Each Trustee attended at least 75% of Board and Committee meetings; none attended the Fund’s 2024 Annual Meeting of Shareholders .

Fixed Compensation

• Structure (applies across the Eaton Vance fund complex; ETX pays a pro rata share by net assets):
  • Annual retainer $325,000; Chair of noninterested Trustees +$150,000; Committee service +$82,500; four or more committees +$15,000; Committee Chair +$35,000; plus out-of-pocket expenses .
• Gorman’s compensation:

• Deferred Compensation Plan: Noninterested Trustees may elect to defer fees, invested in Eaton Vance funds; no pension/retirement plan for Trustees .

Performance Compensation

• No performance-based awards, stock awards, options, or disclosed performance metrics tied to director pay for Trustees of ETX (registered investment company). The Trustee fee program is cash-based (with optional deferral) per the Board schedule .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial oversight: Designated audit committee financial expert; extensive asset management audit experience at EY .
• Regulatory and conflicts oversight: Chairs Contract Review Committee, which evaluates service provider contracts and conflicts across Eaton Vance-affiliated relationships .
• Professional credentials: CPA (NY, MA); MBA; BS cum laude .

Equity Ownership

• Shares pledged/hedging: Not disclosed in proxy .

Governance Assessment

• Positives:
  • Strong financial oversight credentials; designated audit committee financial expert; prior service as Audit Chair supports audit quality and controls vigilance .
  • Chair of Contract Review Committee drives independent scrutiny of adviser and affiliate contracts—key for mitigating related-party conflicts in a fund structure .
  • Independence affirmed across committees; all standing committees comprised solely of noninterested Trustees .
  • Attendance threshold met (≥75% of meetings), indicating baseline engagement .
• Watch items / potential red flags:
  • No ETX share ownership as of record date may weaken fund-specific alignment, although Trustees commonly hold exposure across the fund complex; Gorman’s aggregate Eaton Vance fund holdings are “Over $100,000” without ETX-specific ownership .
  • None of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders—an investor-relations optics issue, though not uncommon in closed-end fund contexts .
  • Compensation is substantial at the complex level ($545,000 in CY 2024), with incentives geared to fixed retainers and committee roles rather than performance-based pay; investors should rely on committee effectiveness metrics rather than pay-for-performance linkages .

Director Compensation Details (Schedule Reference)

• Annual cash components applicable to noninterested Trustees across the Eaton Vance Funds: $325,000 base; $82,500 for committee service; $35,000 for each committee chair; $15,000 for service on four or more committees; $150,000 for Chairperson of the noninterested Trustees (pro rata allocation by fund net assets) .
• Gorman’s role as Contract Review Committee Chair implies eligibility for the committee chair retainer within the complex-level compensation .

Independence, Conflicts, and Related Party

• Independence requirements for Audit and Governance Committees met; members receive only Trustee/Committee compensation; no material relationships interfering with independent judgment per charter .
• Contract Review Committee mandate explicitly targets conflicts with service providers (including Eaton Vance affiliates); Gorman’s chair role central to conflict oversight .
• No related-party transactions disclosed involving Gorman; the proxy emphasizes auditor independence and pre-approval policies, with non-audit fees to the adviser noted at the complex level (not Fund), reviewed by the Audit Committee .

Attendance and Meetings Summary

Tenure and Retirement Policy

• Trustee since 2014; current Class II term runs to 2026 .
• Retirement policy: noninterested Trustees must retire the first day of July following their 76th birthday or, with limited exception, December 31 of the 20th year of service (subject to SEC compliance needs) .