Cynthia E. Frost
About Cynthia E. Frost
Independent Trustee of Eaton Vance Municipal Income Trust (EVN) since 2014; born in 1961; currently a Class I Trustee with term expiring in 2027. Former Chief Investment Officer of Brown University (2000–2012), with prior endowment and consulting roles at Duke Management Company, Cambridge Associates, Bain & Company, and BA Investment Management; currently serves on The MCNC Endowment investment committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University | Chief Investment Officer | 2000–2012 | Oversaw evaluation, selection and monitoring of third-party managers for the endowment . |
| Duke Management Company | Portfolio Strategist | 1995–2000 | Endowment portfolio strategy for Duke University . |
| Cambridge Associates | Managing Director | 1989–1995 | Investment consulting leadership . |
| Bain & Company | Consultant | 1987–1989 | Management consulting . |
| BA Investment Management | Senior Equity Analyst | 1983–1985 | Equity research . |
External Roles
| Organization | Role |
|---|---|
| The MCNC Endowment | Investment Committee Member |
Board Governance
- Independence: Listed among “Noninterested Trustees” (independent under Investment Company Act and exchange standards); EVN’s board is composed of ten noninterested Trustees .
- Committees: Member of Contract Review Committee; Portfolio Management Committee; Governance Committee; not on Audit, Compliance, or Closed-End Fund Committees .
- Committee purposes:
- Contract Review Committee evaluates service-provider contracts and potential conflicts (including Eaton Vance affiliates) .
- Portfolio Management Committee oversees portfolio process, trading policies, risk management, and performance monitoring .
- Governance Committee handles board structure, nominations, compensation of noninterested Trustees; all members independent .
- Audit Committee composition and independence: Comprised exclusively of noninterested Trustees; designated financial experts; operates under a written charter (Exhibit A) .
- Attendance and meetings: FY ended Nov 30, 2024—Board met 8 times; Audit 9, Contract Review 5, Governance 5, Portfolio 7, Compliance 8, Closed-End 10; each Trustee attended at least 75% of the meetings of bodies on which they serve; none attended the 2024 Annual Meeting of Shareholders .
Fixed Compensation
- Compensation structure: Noninterested Trustee fees consist of an annual retainer and committee service component, paid pro rata by each fund based on fund net assets .
- Fee schedule (Board-adopted):
- Annual retainer: $325,000 .
- Additional annual retainer—Chairperson of the noninterested Trustees: $150,000 .
- Committee service: $82,500 .
- Additional annual retainer for serving on four or more committees: $15,000 .
- Committee Chairperson: $35,000 (split if Co-Chairs) .
- Plus out-of-pocket expenses .
| Component | Amount (USD) |
|---|---|
| Annual Retainer | $325,000 |
| Chair of Noninterested Trustees (if applicable) | $150,000 |
| Committee Service | $82,500 |
| 4+ Committees Add-on | $15,000 |
| Committee Chair Add-on | $35,000 |
- EVN-specific compensation (FY ended Nov 30, 2024): Municipal Income Trust paid Ms. Frost $3,522; total compensation from the fund complex for calendar year 2024: $395,000 .
| Payer/Fund | Amount (USD) |
|---|---|
| Municipal Income Trust (EVN) | $3,522 |
| Total Compensation from Fund Complex (calendar 2024) | $395,000 |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to Trustee compensation | Not disclosed; compensation described as fixed fees and committee components . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (last five years) | None |
Expertise & Qualifications
- Deep endowment CIO experience with manager selection, due diligence, and multi-asset portfolio oversight (Brown, Duke) .
- Investment consulting leadership (Cambridge Associates) and prior analytical/consulting roles (Bain, BA Investment Management) .
- Governance experience across EVN’s Contract Review, Portfolio Management, and Governance Committees .
Equity Ownership
| Item | Amount/Range |
|---|---|
| Beneficial ownership in EVN (Municipal Income Trust) as of Dec 30, 2024 | Over $100,000 |
| Aggregate dollar range of equity securities in Eaton Vance family of funds overseen | Over $100,000 |
Governance Assessment
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Independence and committee breadth: Frost is a noninterested Trustee serving on three oversight committees (Contract Review, Portfolio Management, Governance), signaling strong involvement in key controls over conflicts, investment process, and board composition .
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Alignment: Beneficial ownership in EVN of over $100,000 aligns interests with shareholders; aggregate holdings across funds also over $100,000, supporting “skin-in-the-game” .
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Compensation: Compensation is fixed-fee-based without disclosed performance metrics; EVN paid $3,522 in FY 2024 with total complex compensation of $395,000 in calendar 2024; structure emphasizes oversight duties rather than pay-for-performance .
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Attendance and engagement: Met the proxy’s “at least 75%” attendance threshold; however, none of the Trustees attended the 2024 Annual Meeting of Shareholders—note as a potential engagement signal to monitor .
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Conflict oversight: Participation in the Contract Review Committee is a mitigant, given its explicit mandate to scrutinize service-provider arrangements and potential conflicts (including Eaton Vance affiliates), with all committees composed solely of noninterested Trustees and operating under independence-focused charters .
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RED FLAGS:
- None of the Trustees attended the 2024 Annual Meeting of Shareholders (engagement optics) .
- No disclosed performance metrics in Trustee compensation (neutral for independence, but investors may prefer clearer linkage to fund outcomes) .