Cynthia Frost
About Cynthia E. Frost
Independent Trustee (noninterested under the 1940 Act) of Eaton Vance California Municipal Bond Fund (EVM) since 2014; born 1961; currently a Class II Trustee up for election to a term ending at the 2028 annual meeting. Former Chief Investment Officer of Brown University (2000–2012); prior roles include Duke Management Company portfolio strategist, Cambridge Associates managing director, Bain & Company consultant, and BA Investment Management senior equity analyst. Education: BA Economics with honors, Stanford; MBA (Edward Tuck Scholar), Dartmouth Tuck; former CFA charterholder.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University | Chief Investment Officer | 2000–2012 | Led manager selection/oversight for endowment; institutional investment leadership |
| Duke Management Company | Portfolio Strategist | 1995–2000 | Endowment portfolio strategy |
| Cambridge Associates | Managing Director | 1989–1995 | Investment consulting leadership |
| Bain & Company | Consultant | 1987–1989 | Strategy consulting |
| BA Investment Management Company | Senior Equity Analyst | 1983–1985 | Equity research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MCNC Endowment | Investment Committee Member | Not disclosed | External nonprofit investment oversight |
Board Governance
- Board structure: 9 Trustees, all noninterested; staggered 3-year terms. Acting Board Chair is Susan J. Sutherland following the passing of prior Chair on Aug 9, 2025. Retirement policy requires noninterested Trustees to retire by July 1 after age 76 or December 31 of 20th year of service (with compliance caveat).
- Committee memberships (Frost):
- Contract Review Committee (member) – evaluates service provider contracts and potential conflicts.
- Portfolio Management Committee (member) – oversight of portfolio management, trading policies, and performance.
- Closed-End Fund Committee (member) – oversight of secondary market trading, capital structure, distribution policies.
- Governance Committee (member) – structure, membership, nominations, and Trustee compensation.
- Independence: Each current Trustee, including Frost, is a noninterested Trustee under the 1940 Act.
- Attendance: Fiscal year ended Sep 30, 2024 – Board met 8x; committees met frequently (e.g., Audit 10x, Governance 4x, Portfolio 7x). Each Trustee attended at least 75% of Board and Committee meetings; none attended the Funds’ 2024 Annual Meeting of Shareholders.
Fixed Compensation
| Component | Amount (USD) | Frost’s 2024 Actuals (Fund-Level) | Frost’s 2024 Actuals (Fund Complex) |
|---|---|---|---|
| Annual Retainer (noninterested Trustee) | $325,000 | EVM: $2,040 | $395,000 |
| Chair of noninterested Trustees | $150,000 | N/A for Frost (not Chair) | Included only if applicable; Frost total shown above |
| Committee Service Retainer | $82,500 | ENX: $1,649 | Included within complex compensation |
| Four-or-more Committees Add’l Retainer | $15,000 | Frost serves on 4 committees (eligibility per schedule) | Included if applicable in total |
| Committee Chair Retainer | $35,000 (split if co-chairs) | Frost not listed as Chair | N/A unless chair |
- Notes: Each Fund pays pro rata (based on average net assets) share of complex-level Trustee compensation; amounts above show EVM and ENX fund-level payments to Frost in fiscal 2024 and total complex compensation for calendar 2024. Trustees may elect to defer fees into Eaton Vance funds via a Deferred Compensation Plan; no pension/retirement plan.
Performance Compensation
| Element | Disclosed? | Terms |
|---|---|---|
| Cash bonus | Not disclosed | No director bonus program disclosed |
| Equity awards (RSUs/PSUs) | Not disclosed | Trustees compensated via cash retainers; no equity grants disclosed |
| Options | Not disclosed | No option awards disclosed |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed | No performance-tied director compensation disclosed |
| Clawbacks | Not disclosed | Not specified for Trustees |
Other Directorships & Interlocks
| Company | Public Company Board Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed for Frost | None | N/A | None identified in last five years |
Expertise & Qualifications
- Institutional investment leader with CIO experience; quantitative and manager selection skillset from endowment management.
- Education: BA Economics (honors), Stanford; MBA (Edward Tuck Scholar), Dartmouth Tuck; former CFA charterholder.
- Governance qualifications emphasized in Board’s Governance Committee charter—factors include fund industry knowledge, ethical standards, complementary skills, independence, and attendance commitment.
Equity Ownership
| Measure | EVM/ENX Fund Shares | Fund Complex Holdings |
|---|---|---|
| Beneficial ownership of EVM/ENX by Frost | None; as of Jul 14, 2025, no Trustee beneficially owned a Fund’s equity securities | |
| Aggregate dollar range in Eaton Vance family of funds | Over $100,000 (Frost) | |
| Ownership as % of EVM/ENX outstanding | Trustees and executive officers, individually and as a group, owned less than 1% of each Fund’s outstanding Common Shares as of Jul 14, 2025 |
- Pledging/Hedging: Not disclosed.
- Ownership guidelines: Not disclosed for Trustees.
Insider Trades
| Date | Type | Security | Amount | Notes |
|---|---|---|---|---|
| None disclosed | — | EVM/ENX Common Shares | — | Proxy states no Trustee beneficially owned Fund equity; no Form 4 activity referenced |
Governance Assessment
-
Strengths:
- Independence: Frost is a noninterested Trustee; serves on four key committees central to oversight, including Contract Review (conflicts), Governance (board effectiveness), Portfolio Management (investment oversight), and Closed-End Fund (market structure)—broad engagement and governance coverage.
- Attendance: Meets minimum 75% threshold across Board/Committees in FY2024, indicating baseline engagement.
- Qualifications: Deep institutional investment experience (Brown CIO; endowment strategy), strong academic credentials; relevant to fixed income oversight and manager evaluation.
-
Watch items:
- Shareholder meeting absence: None of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders—can be perceived as weaker direct shareholder engagement.
- Alignment: No direct beneficial ownership in EVM/ENX shares; while complex-level fund holdings exceed $100,000, alignment to this specific closed-end fund is limited.
- Compensation optics: Complex-level retainers are substantial ($395,000 for Frost in 2024), with committee add-ons; investors should monitor fee levels versus fund scale and outcomes during liquidation.
-
Conflict review:
- No related-party transactions or personal conflicts disclosed for Frost; Contract Review Committee mandate covers service provider conflicts (including adviser Eaton Vance), mitigating risk via independent committee oversight.
-
Contextual signal:
- Board unanimously recommended Fund liquidation amid activist pressure; oversight during wind-down underscores importance of committee coverage Frost participates in (Closed-End Fund and Contract Review).