Marcus L. Smith
About Marcus L. Smith
Independent Trustee of Eaton Vance Municipal Income Trust (EVN) since 2018; born 1966; currently a Class III Trustee with term expiring in 2026. Chairs EVN’s Portfolio Management Committee and serves on the Contract Review and Governance Committees. Prior roles include Chief Investment Officer (Canada and Asia) and Portfolio Manager at MFS Investment Management, with earlier experience at Andersen Consulting (Accenture) and service as a U.S. Army Reserve Officer; education includes B.S. from University of Mount Union and MBA from Wharton. External public company directorships include MSCI Inc. (Audit Committee Chair; Strategy & Finance Committee) and First Industrial Realty Trust, Inc. (Investment and Nominating/Corporate Governance; Audit Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Portfolio Manager (MFS Institutional International Fund; MFS Concentrated International Fund); Chief Investment Officer, Canada; Chief Investment Officer, Asia; Director of Asian Research | 1994–2017 (PM 2001–2017; CIO Canada 2012–2017; CIO Asia 2010–2012; Director of Asian Research 2005–2010) | Grew MFS Institutional International Fund assets from $120M to >$24B; Lipper Awards in 2005 and 2010 for Best 3-Year Performance among 359 large-cap international portfolios |
| Andersen Consulting (Accenture) | Senior Consultant | 1988–1992 | Financial services consulting |
| U.S. Army Reserve | Officer | 1987–1992 | Leadership and discipline |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| MSCI Inc. | Director | Since 2017 | Audit Committee Chair (appointed to Audit Committee Jan 30, 2018; Chair by 2023); Strategy & Finance Committee member |
| First Industrial Realty Trust, Inc. (FR) | Director | Since 2021 | Audit Committee; Investment Committee; Nominating/Corporate Governance Committee |
| DCT Industrial Trust Inc. | Director | 2017–2018 | Nominating & Corporate Governance; Audit Committees |
| University of Mount Union | Trustee | 2008–2020 | Trustee |
| Posse Foundation (Boston Advisory Board) | Advisory Board Member | 2015–2021 | Advisory |
| Harvard Medical School | Advisory Council on Education (Academic Advisory Council) | Current | Advisory |
| Facing History and Ourselves | Board of Directors | Current | Director |
| Core Knowledge Foundation | Trustee | Current | Trustee |
Board Governance
- Independence: EVN identifies all current Trustees, including Marcus L. Smith, as “noninterested” under the Investment Company Act of 1940 (i.e., independent) .
- Meetings and attendance: FY ended Nov 30, 2024—Board met 8 times; Audit 9; Contract Review 5; Governance 5; Portfolio Management 7; Compliance Reports & Regulatory 8; Closed-End Fund 10. Each Trustee attended at least 75% of the Board and Committee meetings on which they serve. None of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders .
- Committee work (EVN): Smith chairs the Portfolio Management Committee; member of Contract Review and Governance Committees .
| EVN Body (FY 2024) | Role | Meetings | Notes |
|---|---|---|---|
| Board of Trustees | Independent Trustee | 8 | Attended ≥75% of meetings (Trustee-wide) |
| Portfolio Management Committee | Chair | 7 | Oversees portfolio management, trading policies, risk management, fund performance monitoring |
| Contract Review Committee | Member | 5 | Reviews service provider contracts and conflicts (incl. adviser-related) |
| Governance Committee | Member | 5 | Board structure, nominations, compensation of noninterested Trustees |
| Audit Committee | Not a member | 9 | EVN audit financial experts: Gorman, Wennerholm; all members independent |
| Compliance Reports & Regulatory Matters Committee | Not a member | 8 | Qualified legal compliance committee |
| Closed-End Fund Committee | Not a member | 10 | Closed-end fund-specific issues |
Fixed Compensation
- EVN Trustee fee schedule: annual retainer $325,000; additional $150,000 for Chairperson of noninterested Trustees; $82,500 for Committee Service; $15,000 for serving on ≥4 Committees; $35,000 for Committee Chair; paid pro rata by funds (plus expenses) .
- Calendar year 2024 compensation: Marcus L. Smith—$748 from the California Fund, $3,834 from EVN; total $430,000 from Eaton Vance fund complex (123 funds) .
- Deferred Compensation Plan available; Trustees may elect to defer fees into specified Eaton Vance funds; no fund pension plan .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $325,000 | Applies to each noninterested Trustee |
| Committee service retainer | $82,500 | Applies to committee members |
| Additional retainer (≥4 committees) | $15,000 | Incremental |
| Committee Chair retainer | $35,000 | Split if co-chairs |
| California Fund payment (EVN complex) | $748 | Marcus L. Smith |
| EVN payment (Municipal Income Trust) | $3,834 | Marcus L. Smith |
| Total from Fund Complex (CY2024) | $430,000 | Marcus L. Smith |
| Deferred Compensation Plan availability | Yes | Election optional; invests in EVM funds |
Note: Footnotes identify deferred compensation elections for certain trustees; no deferred compensation footnote is indicated for Marcus L. Smith in CY2024 .
Performance Compensation
- EVN Trustee compensation is fee-based; the proxy discloses retainer and committee fees with no stock awards, options, target/actual bonuses, or performance metrics tied to Trustee pay . Trustees may defer fees (plan returns linked to selected fund(s)); this is not equity compensation in EVN and is not performance-conditioned on EVN outcomes .
| Performance-Linked Element | Disclosure Status |
|---|---|
| Target bonus % | Not disclosed; Trustee pay structured as fees |
| Actual bonus paid | Not disclosed; Trustee pay structured as fees |
| Stock awards (RSUs/PSUs) | Not disclosed; no stock awards in Trustee schedule |
| Option awards (strike, expiration, vesting) | Not disclosed; no options in Trustee schedule |
| Performance metrics tied to pay (TSR, EBITDA, ESG) | Not disclosed; Trustee pay not performance-based |
| Change-of-control provisions | Not disclosed |
| Clawback provisions | Not disclosed |
| Tax gross-ups | Not disclosed |
| Pension/SERP | No fund pension/retirement plan |
| Perquisites | Not disclosed |
Other Directorships & Interlocks
| Company/Entity | Relationship to EVN | Potential Interlock/Conflict Considerations |
|---|---|---|
| MSCI Inc. | Unrelated index/data provider; not an EVN service provider | No EVN-related transaction disclosed; independence affirmed at EVN |
| First Industrial Realty Trust, Inc. | Unrelated industrial REIT | No EVN-related transaction disclosed |
| DCT Industrial Trust Inc. | Former role | No EVN-related transaction disclosed |
| Eaton Vance (adviser to EVN; subsidiary of Morgan Stanley) | EVN’s adviser/administrator | Contract Review Committee monitors adviser contracts and conflicts; Smith is a member |
Expertise & Qualifications
- Financial oversight: Chair of MSCI’s Audit Committee; Board determined audit independence and financial literacy; accounting/financial management expertise per NYSE requirements .
- Fund governance: Chairs EVN Portfolio Management Committee overseeing portfolio management, trading policies, and risk techniques .
- Industry experience: Senior investment leadership across geographies (Canada, Asia) and research management; significant portfolio growth track record and award recognition at MFS .
- Education: B.S. (Computer Science & Business Administration), University of Mount Union; MBA, Wharton School (University of Pennsylvania) .
Equity Ownership
| Measure | Status |
|---|---|
| EVN Shares Held (as of Dec 30, 2024) | None—no other Trustee (including Smith) held shares of EVN or the California Fund as of record date |
| Aggregate beneficial ownership across Eaton Vance funds | Over $100,000 (Marcus L. Smith) |
| Ownership as % of EVN shares outstanding | Not disclosed |
| Vested vs. unvested shares | Not disclosed |
| Options (exercisable/unexercisable) | Not disclosed |
| Shares pledged/hedged | Not disclosed |
Governance Assessment
- Strengths: Independent status; significant audit and financial oversight experience (MSCI Audit Chair); chairs EVN Portfolio Management Committee, aligning with oversight of strategy, risk, and performance. Attendance met EVN standards (≥75%); extensive multi-committee engagement supports board effectiveness .
- Alignment: Holds over $100,000 across Eaton Vance funds, indicating general alignment with the complex; however, EVN-specific share ownership was not held as of Dec 30, 2024, which modestly tempers fund-specific alignment .
- Conflicts/related-party exposure: No related-party transactions involving Smith are disclosed. EVN’s Contract Review Committee (of which Smith is a member) is mandated to evaluate service provider contracts and potential conflicts, a mitigating governance mechanism .
- Engagement signals: Did not attend 2024 Annual Meeting of Shareholders (none of the Trustees did), which is common for fund complexes but is noted from an investor engagement perspective; committee workloads and meeting cadence suggest active oversight .
RED FLAGS: None explicitly disclosed for Smith (no related-party transactions, pledging/hedging, or compensation anomalies). Noted that trustees did not attend the 2024 annual meeting, which may be interpreted as limited direct shareholder engagement typical of fund boards rather than a specific concern .