Mark R. Fetting
About Mark R. Fetting
Independent Trustee born in 1954; serving on the EVN Board since 2016 and standing for re‑election as a Class II Trustee with current term expiring at the 2025 Annual Meeting . A private investor with 30+ years in investment management, he previously served as President, CEO, Director and Chairman of Legg Mason, Inc. (2008–2012), President of the Legg Mason family of funds (2001–2008), Division President/Senior Officer at Prudential Financial Group (1991–2000), and Vice President at T. Rowe Price (1981–1987) . He is designated a noninterested (independent) Trustee under the 1940 Act, consistent with EVN’s Board of ten independent Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legg Mason, Inc. | President, CEO, Director, Chairman | 2008–2012 | Led global asset manager; governance and fund board leadership . |
| Legg Mason family of funds | Director/Trustee, Chairman | 2008–2012 | Oversight of mutual fund governance and shareholder interests . |
| Legg Mason family of funds | President | 2001–2008 | Fund complex leadership and operations . |
| Royce family of funds | Director/Trustee | 2001–2012 | Independent oversight in small-cap fund complex . |
| Prudential Financial Group, Inc. and affiliates | Division President, Senior Officer | 1991–2000 | Business leadership in investment management . |
| T. Rowe Price | Vice President | 1981–1987 | Mutual fund division leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | EVN proxy reports no other public company directorships in last five years . |
Board Governance
- Independence and composition: EVN’s Board currently consists of ten noninterested (independent) Trustees; Fetting is independent under the 1940 Act .
- Committee leadership: Chairperson of the Contract Review Committee (CRC), which evaluates service-provider contracts and any actual/potential conflicts (including those involving Eaton Vance or affiliates) .
- Committee memberships: Compliance Reports & Regulatory Matters Committee (member), Closed‑End Fund Committee (member), Governance Committee (member); not on the Audit Committee .
- Meeting cadence and attendance (FY ended Nov 30, 2024): Board met 8 times; CRC 5; Governance 5; Compliance 8; Closed‑End 10; each Trustee attended at least 75% of Board and Committee meetings; none of the Trustees attended the 2024 Annual Meeting of Shareholders .
- Retirement policy: Noninterested Trustees must retire on the earlier of July 1 following their 76th birthday or, with limited exception, December 31 of their 20th year of service (subject to SEC compliance constraints) .
Committee Assignments and Activity
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Contract Review Committee | Chair | 5 |
| Compliance Reports & Regulatory Matters | Member | 8 |
| Closed‑End Fund Committee | Member | 10 |
| Governance Committee | Member | 5 |
| Audit Committee | Not a member | 9 (committee total) |
Fixed Compensation
- Structure (Board‑wide): Annual retainer $325,000; additional $150,000 for serving as Chairperson of noninterested Trustees; $82,500 committee service retainer; $15,000 for serving on 4+ committees; $35,000 for serving as a committee Chair (split if co‑chairs); plus out‑of‑pocket expenses; paid pro rata by funds based on average net assets across the Eaton Vance fund complex .
| Component | Amount |
|---|---|
| Annual retainer | $325,000 |
| Committee service retainer | $82,500 |
| 4+ committees add‑on | $15,000 |
| Committee Chair add‑on (per Chair role) | $35,000 |
| Chair of noninterested Trustees (if applicable) | $150,000 |
- Actual 2024 compensation: Fetting received $748 from the California Fund and $3,834 from the Municipal Fund; total compensation from the Eaton Vance fund complex was $430,000 for calendar year 2024 .
| Fund/Complex | 2024 Compensation |
|---|---|
| California Fund | $748 |
| Municipal Fund (EVN) | $3,834 |
| Total from Fund Complex | $430,000 |
- Deferred compensation and pensions: Trustees may elect to defer fees into funds within the Eaton Vance family under the Trustees Deferred Compensation Plan; no pension or retirement plan exists for Trustees .
Performance Compensation
- No equity, option, bonus, or performance‑metric based awards are disclosed for Trustees; compensation is via cash retainers and committee fees, with optional deferral into fund investments .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in last five years . |
| Prior fund boards (historical) | Legg Mason family of funds (Director/Trustee, Chairman), Royce family of funds (Director/Trustee) . |
| EVN Board roles | CRC Chair; member of Compliance, Closed‑End, Governance committees . |
Expertise & Qualifications
- Senior leadership in global asset management (Legg Mason CEO/Chairman; fund complex leadership), and prior executive roles at Prudential and T. Rowe Price, indicating deep oversight experience in investment management operations and fund governance .
- Appointed CRC Chair, aligning with conflict‑sensitive oversight of adviser and service‑provider contracts and management of potential related‑party issues .
- EVN Board’s governance framework emphasizes independent oversight of accounting, compliance, valuation, and risk through specialized committees (all composed of independent Trustees) .
Equity Ownership
| Metric | Value |
|---|---|
| EVN (Municipal Income Trust) – Trustee shareholding as of Dec 30, 2024 | No Trustee (other than Ms. Frost in Municipal Income Trust) held shares of each Fund as of the record date; Fetting did not hold EVN shares . |
| Aggregate dollar range owned in the Eaton Vance family of funds overseen | Over $100,000 for Mark R. Fetting . |
| Trustees & officers group ownership of each Fund | Less than 1% of outstanding Common Shares, as a group . |
Governance Assessment
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Strengths
- Independence and breadth of oversight: Fetting is a noninterested Trustee and CRC Chair, directly tasked with vetting service‑provider contracts and conflicts, supporting investor protection in an adviser‑affiliated fund structure .
- Engagement in core governance areas: Active roles on Compliance, Closed‑End, and Governance committees, with robust meeting cadence in FY2024 (CRC 5; Compliance 8; Closed‑End 10; Governance 5), and at least 75% attendance across Board and committee meetings .
- Deep industry experience: Former CEO/Chairman of Legg Mason and leadership roles across major investment firms, strengthening board effectiveness and fund‑complex oversight .
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Watch items
- Equity alignment: No disclosed direct shareholding in EVN as of Dec 30, 2024 (though “Over $100,000” aggregate holdings within the Eaton Vance family of funds), which may be viewed as weaker fund‑specific alignment versus complex‑wide exposure .
- Shareholder meeting attendance: No Trustees attended the 2024 Annual Meeting of Shareholders, which some investors may interpret as limited direct engagement, notwithstanding the Board’s documented meeting schedule and attendance threshold compliance .
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Conflicts/related party
- Eaton Vance is the adviser/administrator and an indirect wholly owned subsidiary of Morgan Stanley; CRC’s mandate explicitly includes review of arrangements and conflicts with service providers (including Eaton Vance and affiliates), providing structural mitigation under independent leadership (Fetting as CRC Chair) .
- Section 16(a) compliance: Based on proxy review, Trustees and officers complied with ownership filings during the most recent fiscal year, supporting baseline governance hygiene .
Overall, Fetting’s independent status, chairing of the conflict‑focused CRC, and extensive asset‑management leadership background are positives for board effectiveness; fund‑specific ownership and shareholder‑meeting attendance are areas investors may monitor for alignment and engagement signals .