Scott E. Wennerholm
About Scott E. Wennerholm
Independent Chairperson of the Board and Trustee of Eaton Vance Municipal Income 2028 Term Trust (ETX); born 1959; Trustee since 2016 and Chairperson since 2025. Former COO & EVP at BNY Mellon Asset Management (2005–2011), COO & CFO at Natixis Global Asset Management (1997–2004), VP at Fidelity Investments Institutional Services (1994–1997); consultant at GF Parish Group (2016–2017); Trustee at Wheelock College (2012–2018). Education: BA in Business Administration and Philosophy (Furman University) and MBA (Boston University); FINRA Series 7, 24, 27, 63 licenses. He is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer & EVP | 2005–2011 | Senior operating leadership in asset management |
| Natixis Global Asset Management | Chief Operating Officer & Chief Financial Officer | 1997–2004 | Finance and operations leadership |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional services |
| GF Parish Group | Consultant | 2016–2017 | Executive recruiting |
| Wheelock College | Trustee | 2012–2018 | Postsecondary institution governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | “Other Directorships Held During Last Five Years: None” |
Board Governance
- Independent Chairperson of the Board; Trustee since 2016; Class I Trustee term expiring 2025 .
- Committees: Audit (Chair), Contract Review, Portfolio Management, Governance; designated audit committee financial expert; all committee members are independent under NYSE standards .
- Meetings FY ended Jan 31, 2025: Board (7), Audit (9), Contract Review (5), Governance (5), Portfolio Management (7), Compliance Reports and Regulatory Matters (8), Closed-End Fund Committee (1; predecessor Ad Hoc Committee met 8 times). Each Trustee attended at least 75% of meetings; none attended the Fund’s 2024 Annual Meeting of Shareholders .
- Governance Committee process and independence reinforced by charter and NYSE standards .
Committee Assignments and Activity
| Committee | Role | FY Jan 31, 2025 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Chair | 9 | Independent; audit committee financial expert designation |
| Contract Review | Member | 5 | Independent; reviews service provider contracts and conflicts |
| Portfolio Management | Member | 7 | Oversight of PM process, trading, performance |
| Governance | Member | 5 | Structure, nominations, compensation of noninterested trustees |
| Compliance Reports & Regulatory Matters | — | 8 | Committee comprised of other named members |
| Closed-End Fund Committee | — | 1 (Ad Hoc predecessor met 8) | Oversight of trading, capital structure, distribution |
Fixed Compensation
- Compensation structure is cash-only: annual retainer plus committee service components; additional fees for chair roles and serving on four or more committees; out-of-pocket expenses reimbursed. Trustees may elect to defer fees under a Deferred Compensation Plan; the Fund does not have a pension or retirement plan for Trustees .
Compensation Schedule (Calendar Year Basis)
| Component | Amount (USD) |
|---|---|
| Annual retainer | $325,000 |
| Additional annual retainer – Chairperson of noninterested Trustees | $150,000 |
| Additional annual retainer – Committee service | $82,500 |
| Additional annual retainer – Serving on four or more Committees | $15,000 |
| Additional annual retainer – Committee Chairperson | $35,000 |
| Out-of-pocket expenses | Reimbursed |
| Deferred Compensation Plan availability | Yes |
| Pension/retirement plan | None |
Reported Compensation Totals
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Total Compensation from Fund and Fund Complex | $437,500 | $445,000 |
| Total Compensation from ETX Fund | $1,742 | $1,446 |
Performance Compensation
- No performance-based compensation, stock awards, options, or bonuses are disclosed for Trustees; compensation consists of fixed cash retainers and committee/chair fees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in last five years |
| Committee roles at other issuers | None disclosed |
| Interlocks with ETX competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- 30+ years of financial services leadership across operations and finance; prior C-suite roles in large asset managers (BNY Mellon AM, Natixis GAM) .
- Designated audit committee financial expert; seasoned in accounting/internal controls oversight .
- FINRA Series 7, 24, 27, 63 licenses; MBA (Boston University), dual BA (Furman University) .
Equity Ownership
| Holding Category | Amount |
|---|---|
| ETX Fund shares owned (as of Aug 26, 2025) | None (only Mr. Smith held >$100k in ETX; no other Trustee, including Wennerholm, held ETX shares) |
| Aggregate dollar range in Eaton Vance family of funds overseen | Over $100,000 |
Governance Assessment
- Strengths: Independent Board and committees; Wennerholm serves as Independent Chair and Audit Chair with “financial expert” designation; robust committee activity and oversight responsibilities across audit, contracts/conflicts, portfolio management, and governance .
- Alignment: Compensation is cash-based with clear fee schedule; Trustees may defer fees into Eaton Vance funds, creating some economic alignment with fund performance; no pension plan reduces entrenchment incentives .
- Engagement: Trustees met frequently across committees; attendance threshold met (≥75%). Notably, none of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders, which could be viewed as a modest engagement risk .
- Ownership alignment: Wennerholm holds >$100k across the Eaton Vance family of funds but no ETX-specific share ownership, potentially diluting fund-specific alignment while maintaining broader complex exposure .
- Conflicts/Red Flags: No related-party transactions disclosed; committees comprised solely of noninterested Trustees mitigate conflicts. No equity awards, options, or change-in-control provisions disclosed for Trustees. RED FLAG: Non-attendance at the 2024 Annual Meeting by all Trustees; monitor future shareholder meeting participation and any changes in retainer structure or committee workload .