Marcus L. Smith
About Marcus L. Smith
Marcus L. Smith (born 1966) serves as a noninterested, independent Trustee of ETX (Eaton Vance Municipal Income 2028 Term Trust), first appointed in 2018 and currently a Class II Trustee with a term expiring in 2026 . He chairs the Portfolio Management Committee and is a member of the Contract Review and Governance Committees, bringing more than two decades of investment leadership at MFS Investment Management and extensive public company board experience, including audit oversight . Education: B.S. in Computer Science, cum laude, University of Mount Union; MBA, The Wharton School, University of Pennsylvania . Independence: identified by the Fund as a “noninterested Trustee” under the Investment Company Act of 1940; ETX committees are composed solely of noninterested Trustees and audit/governance committee members are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Portfolio Manager; Director of Asian Research; CIO Asia; CIO Canada; Led $23B International Equity portfolio | 2001–2017 (PM); 2004–2010 (Dir Asian Research); 2010–2012 (CIO Asia); 2012–2017 (CIO Canada) | Led $23B International Equity portfolio; senior leadership across geographies |
| Andersen Consulting (Accenture) | Senior Consultant | Early career | Consulting foundation; operations/technology exposure |
| U.S. Army Reserve | Officer | Early career | Leadership and discipline credentials |
External Roles
| Organization | Listing | Role | Committees | Tenure |
|---|---|---|---|---|
| First Industrial Realty Trust, Inc. | NYSE: FR | Independent Director | Audit; Investment; Nominating & Governance | Since 2021 |
| MSCI Inc. | NYSE: MSCI | Director; Audit Committee Chair; Strategy & Finance Committee Member | Audit (Chair); Strategy & Finance | Since 2017 |
| DCT Industrial Trust Inc. | NYSE: DCT | Director (prior) | Audit; Nominating & Corporate Governance | 2017–2018 (until acquisition by Prologis) |
| Facing History and Ourselves | Nonprofit | Board Member | — | Current |
| Core Knowledge Foundation | Nonprofit | Board Member | — | Current |
| Harvard Medical School Advisory Council on Education | Academic advisory | Council Member | — | Current |
| University of Mount Union | Nonprofit/Academic | Trustee | — | 2008–2020 (prior) |
| Posse Foundation (Boston Advisory Board) | Nonprofit | Advisory Board Member | — | 2015–2021 (prior) |
Board Governance
- Independence: ETX identifies Smith as a “noninterested Trustee” under the 1940 Act; ETX’s Audit and Governance Committees are independent under NYSE listing standards .
- Committee assignments:
- Portfolio Management Committee — Chair .
- Contract Review Committee — Member .
- Governance Committee — Member .
- Board composition: Nine noninterested Trustees; six regular Board meetings per year plus specials .
- Meeting activity 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 Fund Committee 1 (Ad Hoc predecessor met 8); each Trustee attended at least 75% of the meetings of the Board and committees on which they serve; none of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders .
- Independent Chair: Scott E. Wennerholm, Independent Chairperson of the Board; also Audit Committee Chair during the period .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (noninterested Trustee) | $325,000 | Fund pays pro‑rata share across the Eaton Vance fund complex . |
| Additional annual retainer – Chairperson of noninterested Trustees | $150,000 | Applies to independent Board Chair; not Smith . |
| Additional annual retainer – Committee Service | $82,500 | Applies to committee members . |
| Additional annual retainer – Four or more Committees | $15,000 | Applies if serving on ≥4 committees . |
| Additional annual retainer – Committee Chairperson | $35,000 | Split evenly if co‑chairs . |
| Out‑of‑pocket expenses | Reimbursed | Aggregate Trustee reimbursed expenses were $96,845 (calendar year 2024) . |
| Name | Total Compensation from ETX Fund (FY ended Jan 31, 2025) | Total Compensation from Fund Complex (calendar 2024) |
|---|---|---|
| Marcus L. Smith | $1,398 | $430,000 |
- Deferral: Trustees may elect to defer fees under a Deferred Compensation Plan, with deferrals notionally invested in Eaton Vance funds; ETX does not have a pension or retirement plan for Trustees .
Performance Compensation
- No equity grants (RSUs/PSUs), stock options, or performance‑based awards for Trustees are disclosed; compensation is structured as fixed cash retainers and committee‑based fees .
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Use of MSCI products by funds | Smith chairs MSCI’s Audit Committee and is a director; ETX’s Contract Review Committee (of which Smith is a member) is tasked with evaluating matters where service providers (including Eaton Vance or affiliates) have actual/potential conflicts of interest, providing governance safeguards; no specific related‑party transactions are disclosed in the proxy . |
| Real estate exposure | Smith’s FR board role is in industrial real estate; no ETX related‑party transactions disclosed . |
Expertise & Qualifications
- Global investment leadership: Led $23B International Equity portfolio and served as CIO for Asia and Canada at MFS, indicating deep portfolio management and capital markets expertise .
- Audit oversight: Audit Committee chair at MSCI; service on Audit Committees at FR and previously at DCT, strengthening financial reporting and controls oversight .
- Strategy and governance: Member of MSCI Strategy & Finance Committee and ETX Governance Committee; broad governance and strategic finance experience .
- Education: B.S., University of Mount Union; MBA, Wharton .
Equity Ownership
| Holder | ETX Fund Equity Ownership (as of Aug 26, 2025) | Aggregate Dollar Range Owned in Eaton Vance Family of Funds |
|---|---|---|
| Marcus L. Smith | Over $100,000 of ETX shares | Over $100,000 |
- Pledging/hedging: The proxy discloses ownership ranges and the deferred compensation framework but does not disclose any pledging or hedging by Trustees .
- Ownership guidelines: No director stock ownership guidelines are disclosed in the proxy; ownership is reported by dollar range .
Governance Assessment
- Strengths: Independent status; chairs ETX’s Portfolio Management Committee; extensive audit oversight experience as MSCI Audit Chair; serves on ETX Contract Review and Governance Committees, which are structured to address conflicts and board effectiveness .
- Alignment: Personally holds over $100,000 of ETX shares, indicating skin‑in‑the‑game; fee deferral plan allows additional alignment via fund investments (if elected) .
- Engagement: Met minimum attendance thresholds (≥75%); the Board and committees were active (Board 7; Portfolio Management 7, etc.). Note, none of the Trustees attended the 2024 Annual Meeting of Shareholders, which may be viewed negatively by some investors for shareholder engagement .
- Pay structure: Cash‑based retainer and committee fees without equity or performance metrics reduces pay‑for‑performance sensitivity but is typical for closed‑end fund boards; total fund complex compensation for Smith was $430,000 for 2024 .
- Conflicts: No related‑party transactions involving Smith are disclosed; Contract Review Committee explicitly oversees conflicts with service providers (including Eaton Vance affiliates), which mitigates risk .
RED FLAGS: None of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders .
Watch items: Multiple public company directorships (MSCI, FR) increase time commitments but also add valuable audit and strategy expertise .