Scott E. Wennerholm
About Scott E. Wennerholm
Independent Trustee of Eaton Vance Senior Income Trust (EVF) since 2016; born 1959; currently serves as Chairperson of the Audit Committee and is designated an “audit committee financial expert” under SEC rules . He has 30+ years in financial services with senior operating and finance roles at BNY Mellon Asset Management (COO/EVP), Natixis Global Asset Management (COO/CFO), and Fidelity Investments Institutional Services (VP); current status is private investor . Education includes BA degrees in Business Administration and Philosophy from Furman University and an MBA from Boston University; holds FINRA Series 7, 24, 27, and 63 licenses . He is classified as a noninterested (independent) Trustee under the Investment Company Act of 1940 and is a Class II Trustee with a term through 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer and EVP | 2005–2011 | Senior operating leadership of a global asset manager |
| Natixis Global Asset Management | Chief Operating Officer and Chief Financial Officer | 1997–2004 | Dual COO/CFO responsibilities; finance and operations oversight |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional services leadership |
| GF Parish Group | Consultant | 2016–2017 | Executive recruiting consulting |
| Wheelock College | Trustee | 2012–2018 | Postsecondary institution trustee |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None | No other public company directorships disclosed |
| Eaton Vance Fund Complex | Trustee across 122 funds/portfolios | Current | Oversees 122 funds/portfolios as of July 29, 2025 |
| Private investor | — | Current | Current primary occupation |
Board Governance
- Independence: Noninterested Trustee per 1940 Act; all EVF Committees comprise only noninterested Trustees .
- Financial expertise: Audit Committee financial expert designation; serves as Audit Committee Chair .
- Committees: Audit (Chair); member of Contract Review Committee and Portfolio Management Committee .
- Board/Committee activity and attendance:
- FY ended June 30, 2025 meetings: Board (10), Audit (10), Contract Review (5), Governance (6), Portfolio Management (7), Compliance Reports and Regulatory Matters (8), Closed-End Fund Committee (4), predecessor Ad Hoc Committee (5); each Trustee attended at least 75% of meetings of the Board and Committees on which they serve .
- Shareholder engagement: None of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders (red flag for engagement) .
- Chair roles: Audit Committee Chair; acting Chairperson of the overall Board is Susan J. Sutherland as of August 2025 (context) .
Fixed Compensation
Director pay is cash-based retainers with committee-related fees; no pension plan for Trustees. Trustees may optionally defer fees into Eaton Vance funds via a Deferred Compensation Plan .
| Component | 2024 Schedule (USD) | 2025 Schedule (USD) |
|---|---|---|
| Annual retainer | $315,000 | $325,000 |
| Chair of noninterested Trustees (additional) | $150,000 | $150,000 |
| Committee Service (additional) | $82,500 | $82,500 |
| ≥4 Committees (additional) | $15,000 | $15,000 |
| Committee Chair (additional) | $35,000 | $35,000 |
| Ad Hoc Committee Chair (per 6-month period) | $5,000 | — (Closed-End Fund Committee formalized; schedule omits ad hoc chair fee) |
| Out-of-pocket expenses | Reimbursed | Reimbursed |
| Scott E. Wennerholm – Actual Compensation | FY 2024 (EVF Fund) | FY 2025 (EVF Fund) |
|---|---|---|
| Total Compensation from EVF | $1,100 | $1,097 |
| Scott E. Wennerholm – Complex Compensation | CY 2023 (Fund Complex) | CY 2024 (Fund Complex) |
|---|---|---|
| Total Compensation from Fund Complex | $437,500 | $445,000 |
Notes:
- Deferred compensation: Not indicated for Wennerholm in 2023/2024 (footnotes show deferred amounts only for other Trustees) .
- Pension/retirement: The Fund does not have a pension or retirement plan for Trustees .
Performance Compensation
Trustee compensation is not tied to performance metrics (no stock awards, options, PSUs/RSUs, or TSR/financial KPIs disclosed for Trustees); compensation consists of retainers and committee-related fees. Trustees may elect to defer fees into Eaton Vance funds; payouts track fund performance of elected investments under the Deferred Compensation Plan .
| Performance-linked element | Disclosure |
|---|---|
| Equity grants (RSUs/PSUs) | None disclosed for Trustees |
| Stock options | None disclosed for Trustees |
| Bonus/variable pay tied to metrics | None disclosed for Trustees |
| Deferred compensation | Available; invests fees into selected Eaton Vance funds |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| — | None | — | No other public company boards disclosed |
| Wheelock College | Trustee | 2012–2018 | Non-profit; no Fund conflict disclosed |
Committee conflict oversight: The Contract Review Committee reviews service provider arrangements (including Eaton Vance affiliates) and matters with actual/potential conflicts of interest, providing a governance check on related-party risks .
Expertise & Qualifications
- Financial services operator: Senior COO/CFO roles at global asset managers; deep operating and financial controls experience .
- Audit leadership: Audit Committee Chair; SEC-defined audit committee financial expert .
- Capital markets credentials: FINRA Series 7, 24, 27, 63 licenses .
- Education: BA in Business Administration and Philosophy (Furman); MBA (Boston University) .
Equity Ownership
| Holding | As of Date | Amount/Range | % of EVF Shares Outstanding |
|---|---|---|---|
| EVF shares (Scott E. Wennerholm) | July 29, 2025 | None | 0.00% (context: Trustees/executive officers as a group <1%) |
| Aggregate holdings in Eaton Vance family of funds (overseen by Trustee) | July 29, 2025 | Over $100,000 | — (aggregate across multiple funds/portfolios) |
| EVF shares outstanding (Common) | July 29, 2025 | 18,170,289 | — |
| EVF shares outstanding (APS) | July 29, 2025 | 752 | — |
Ownership alignment observations:
- No direct ownership of EVF shares as of July 29, 2025 (alignment gap at fund level) .
- Material aggregate exposure to Eaton Vance family of funds (> $100,000), creating broader complex alignment, though not EVF-specific .
Governance Assessment
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Strengths:
- Independent status and audit committee financial expert designation reinforce oversight quality .
- Audit Committee Chair with clear chartered responsibilities over financial reporting, internal controls, auditor engagement, and compliance, consistent with best practices; Committee composed solely of noninterested Trustees .
- Active committee participation (Audit; Contract Review; Portfolio Management) and Board activity; Trustees achieved ≥75% meeting attendance .
-
Watch items / potential red flags:
- None of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders, signaling limited direct shareholder engagement .
- No EVF share ownership by Wennerholm as of July 29, 2025; while Trustees collectively own <1%, zero direct stake in EVF may be viewed as weaker alignment for this specific fund .
- High fixed-fee compensation from the fund complex (raised YoY; base retainer increased from $315,000 to $325,000) can create optics risk if fund performance or shareholder outcomes lag; however, fees are set across the complex and allocated pro rata by fund AUM .
-
Conflict controls:
- Contract Review Committee explicitly monitors service provider contracts and actual/potential conflicts (including Eaton Vance affiliates); all committees staffed by noninterested Trustees, mitigating related-party risk .
Overall, Wennerholm’s profile reflects strong audit and operational expertise with formal conflict-oversight mechanisms; investor confidence would be further supported by enhanced shareholder engagement and direct EVF ownership given the closed-end fund context .