Nancy Wiser Stefani

About Nancy Wiser Stefani

Independent trustee of Eaton Vance Municipal Income 2028 Term Trust since 2022; born 1967; Class I trustee with current term expiring in 2025 and nominated for re‑election in the 2025 proxy. Over 35 years in investment management operations, compliance, and fund governance; former EVP and Global Head of Operations at Wells Fargo Asset Management and Treasurer of Wells Fargo Funds; BS in Business Administration from Providence College .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Chair, Compliance Reports and Regulatory Matters Committee .
  • Member, Audit Committee (Audit Committee members independent under NYSE) .
  • Member, Contract Review Committee .
  • Member, Governance Committee .
• Independence: Noninterested (independent) trustee under the Investment Company Act of 1940; all board committees comprised solely of noninterested trustees .
• Attendance: Each trustee attended at least 75% of board and committee meetings in FY ended Jan 31, 2025; none attended the Fund’s 2024 Annual Meeting of Shareholders .
• Board leadership: Independent Chairperson of the Board is Scott E. Wennerholm; board is divided into three staggered classes (nine trustees total) .
• Retirement policy: Noninterested trustees retire on July 1 following their 76th birthday or at year‑end of the 20th year of service (with limited exceptions) .

Fixed Compensation

Board‑approved fee schedule (paid pro rata across the Eaton Vance fund complex; pro rata share to ETX based on ETX’s average net assets):

Nancy Wiser Stefani — actual compensation

• Fund‑level compensation: | Metric | FY 2024 | FY 2025 | |---|---|---| | Total Compensation from ETX (USD) | $1,604 | $1,333 |

• Fund complex compensation: | Metric | Calendar 2023 | Calendar 2024 | |---|---|---| | Total Compensation from Fund Complex (USD) | $402,500 | $410,000 |

• Deferred compensation elections: Not indicated for Stefani in either year (footnotes identify deferred amounts for other trustees only) .

Performance Compensation

The proxy discloses trustee compensation as cash retainers and committee fees; there are no stock or option awards or performance‑based metrics for trustees in the schedule .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep operational and compliance leadership across asset management; chaired governance structures in UK/Luxembourg fund entities at Wells Fargo Asset Management .
• Current chair of ETX’s Compliance Reports and Regulatory Matters Committee; member of Audit Committee, indicating financial reporting and control oversight experience .
• Prior Treasurer of Wells Fargo Funds (2012–2021), reinforcing fund operations and regulatory acumen .
• BS in Business Administration (Providence College) .

Equity Ownership

Governance Assessment

• Strengths:
  • Chairs Compliance Reports and Regulatory Matters Committee; serves on Audit, Contract Review, and Governance Committees—positions central to risk, compliance, financial reporting, and conflict oversight .
  • Independent trustee; Audit Committee independence under NYSE standards; all committees comprised solely of noninterested trustees, supporting board objectivity .
  • Attendance: At least 75% of board/committee meetings in FY ended Jan 31, 2025, indicating engagement .
  • Extensive prior governance in fund operations (Treasurer; oversight of UK/Luxembourg entities) aligns with ETX’s regulated fund environment .
• Watch‑items:
  • None of the trustees attended ETX’s 2024 Annual Meeting of Shareholders—common for fund boards but not ideal for investor engagement optics .
  • No direct ETX share ownership (0%)—may be viewed as weaker alignment with ETX specifically, though she has “Over $100,000” invested across the Eaton Vance fund complex .
  • Compensation is primarily fixed cash retainers and committee/chair fees; absence of equity or performance linkage limits pay‑for‑performance alignment typical in operating companies (standard for fund trusts) .
• Conflicts and related‑party exposure:
  • No related‑party transactions involving Stefani disclosed; Contract Review Committee membership indicates active oversight of service provider conflicts (Eaton Vance/Morgan Stanley) .
  • Prior employment at Wells Fargo Asset Management ended in 2021; no ongoing affiliation disclosed that would create Fund conflicts .

Compensation Structure Analysis

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay votes are not applicable/disclosed for this registered investment company; no shareholder proposal/vote outcomes related to compensation referenced for Stefani in the proxy .

Board Meeting Activity (Context)