Nancy Wiser Stefani
About Nancy Wiser Stefani
Independent Trustee (noninterested) of Eaton Vance Municipal Income Trust (EVN) since 2022; Class III term through 2026. Born 1967; veteran operations and governance executive with 30+ years in investment management, including EVP and Global Head of Operations at Wells Fargo Asset Management (2011–2021). She also served as Treasurer of the Wells Fargo Funds (2012–2021) and chaired boards for Wells Fargo Asset Management UK and Luxembourg legal entities and Luxembourg funds. Current external roles include corporate Director at Rimes Technologies (since 2022) and Trustee of the University of Minnesota Foundation (since 2022). Independence affirmed under the 1940 Act and stock exchange standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Asset Management | Executive Vice President; Global Head of Operations | 2011–2021 | Oversaw operations and governance; chaired WFAM UK and Luxembourg boards; led governance for Luxembourg funds. |
| Wells Fargo Funds | Treasurer | 2012–2021 | Fund treasury leadership; governance/financial oversight. |
| Two registered asset managers (names not disclosed) | Chief Operating Officer; Chief Compliance Officer | Pre-2011 (dates not disclosed) | Oversaw all non‑investment activities, compliance leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rimes Technologies (London) | Corporate Director | Since 2022 | Data management oversight; board governance. |
| University of Minnesota Foundation | Trustee | Since 2022 | Endowment governance. |
| Providence College Business Advisory Board | Board member | Not disclosed | Alumni engagement; business advisory. |
| Boston Scores; National Black MBA Advisory Board | Board member | Not disclosed | Non-profit governance and advisory. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Noninterested Trustee under the 1940 Act; Audit and Governance Committee members are independent under NYSE/NYSE American standards. |
| Board tenure at EVN | Trustee since 2022; Class III term ending in 2026. |
| Board meeting cadence (FY ended 11/30/24) | Board met eight times; committee meetings: Audit (9), Contract Review (5), Governance (5), Compliance Reports & Regulatory Matters (8), Portfolio Management (7), Closed‑End Fund (10). |
| Attendance | Each Trustee attended at least 75% of Board and Committee meetings on which they serve; none of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders. |
| Committee memberships | Audit; Contract Review; Compliance Reports & Regulatory Matters; Governance. Not a committee chair. |
| Lead roles on Board | Independent Chairperson of the Board: George J. Gorman (not Stefani). |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (complex-wide schedule) | $325,000 | Paid across Eaton Vance fund complex, pro rata by fund assets. |
| Committee service retainer | $82,500 | Additional annual retainer for committee service. |
| Four-or-more committees retainer | $15,000 | Additional annual retainer for serving on ≥4 committees; Ms. Stefani is listed on four committees. |
| Committee chair retainer | $35,000 | Only if chair; Stefani is not listed as a chair. |
| Expenses | Reimbursed | Out-of-pocket expenses reimbursed. |
| Deferred Compensation Plan | Available | Trustees may defer fees into selected Eaton Vance funds; payout tracks fund performance; no pension plan. |
| EVN-Specific Compensation (Calendar 2024) | Amount | Source |
|---|---|---|
| Compensation from EVN (Municipal Fund) | $3,656 | EVN portion of complex fees (pro rata). |
| Total compensation from fund complex | $410,000 | Aggregate for service across 123 funds. |
Performance Compensation
No performance‑based compensation is disclosed for Trustees; compensation consists of fixed retainers and committee fees. The Deferred Compensation Plan credits investment returns based on selected Eaton Vance funds, but no revenue/EBITDA/TSR targets, options, or PSUs are used for Trustees.
| Performance Metric Category | Disclosed Terms | Notes |
|---|---|---|
| Financial/operational targets (e.g., TSR, EBITDA) | None disclosed | No pay-for-performance metrics for Trustees. |
| Equity awards (RSUs/PSUs/options) | None disclosed | Not used for Trustees; only fee deferral into funds. |
| Clawbacks/COC provisions | None disclosed | Not applicable for Trustees in proxy. |
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Note |
|---|---|---|
| Rimes Technologies | Private company board | External data vendor; no EVN-related transaction disclosures. |
| University of Minnesota Foundation | Non-profit | No EVN-related transaction disclosures. |
| WFAM UK/Lux legal entities; Luxembourg funds | Asset management legal entities | Historical governance roles at WFAM; EVN adviser is Eaton Vance (Morgan Stanley), not WFAM. |
Expertise & Qualifications
- Extensive operations and governance leadership in asset management; chaired UK/Lux boards and served as Treasurer for a large fund complex (WFAM).
- Compliance and non‑investment operations expertise (former COO/CCO at registered managers).
- Active on EVN Audit Committee and Compliance Reports & Regulatory Matters Committee, supporting oversight of financial reporting, controls, and regulatory compliance.
- Governance Committee member contributing to board structure, nominations, and trustee compensation deliberations.
Equity Ownership
| Item | Value | Source |
|---|---|---|
| EVN shares beneficially owned | 0 | “No other Trustee held shares of each Fund as of December 30, 2024.” |
| EVN shares outstanding (record date 12/30/2024) | 39,667,163 | For Municipal Fund (EVN). |
| Ownership % of EVN | 0.00% | Derived from above; “no other Trustee held shares.” |
| Aggregate dollar range owned across Eaton Vance family of funds overseen | Over $100,000 | Complex-wide holdings (may include deferred comp units). |
| Pledging/Hedging | Not disclosed | No proxy disclosure specific to Stefani. |
Governance Assessment
- Strengths: Independent trustee with deep operations/compliance background; active membership on Audit and Compliance committees enhances board effectiveness in risk, controls, and regulatory oversight.
- Alignment: Stefani held no EVN shares as of 12/30/2024; while trustees can defer fees into funds and she has “Over $100,000” aggregate holdings across the fund family, the absence of direct EVN ownership is a modest alignment gap for EVN-specific investors.
- Engagement: Each Trustee, including Stefani, attended at least 75% of Board/Committee meetings; however, no Trustees attended the 2024 Annual Meeting of Shareholders (common in fund complexes but worth noting for investor optics).
- Compensation structure: Fixed, transparent schedule; additional retainer for ≥4 committees applies; no performance‑linked components or equity awards—reduces pay-for-performance signaling but is typical for registered fund trustees.
- Conflicts/Related‑party: The Contract Review Committee (of which Stefani is a member) explicitly oversees service provider contracts and potential conflicts; no related‑party transactions involving Stefani are disclosed in the proxy.
RED FLAGS
- No EVN share ownership by Stefani at record date—reduced EVN‑specific skin‑in‑the‑game versus aggregate complex holdings.
- Board did not attend the 2024 Annual Meeting of Shareholders—may be perceived as limited direct shareholder engagement (industry norm for fund boards, but still a signal).
Positive Signals
- Independence and committee mix (Audit, Compliance, Governance, Contract Review) support robust oversight of controls, compliance, and adviser conflicts.
- Extensive prior governance in multi‑jurisdictional fund entities (UK/Lux) and treasury leadership—adds practical expertise to EVN’s board oversight.