Scott E. Wennerholm
About Scott E. Wennerholm
Scott E. Wennerholm (born 1959) has served as an independent Trustee of Eaton Vance Municipal Income Trust (EVN) since 2016 and is Chairperson of the Audit Committee; the Board has designated him an “audit committee financial expert” under SEC rules. He brings 30+ years in asset management operations and finance, including COO/EVP at BNY Mellon Asset Management (2005–2011), COO/CFO at Natixis Global Asset Management (1997–2004), and VP at Fidelity Investments Institutional Services (1994–1997). He previously served as a Trustee of Wheelock College (2012–2018). He is a Class II Trustee with a current term expiring in 2025 and is a noninterested (independent) Trustee under the Investment Company Act of 1940.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer; Executive Vice President | 2005–2011 | Senior operating leadership for global asset manager |
| Natixis Global Asset Management | Chief Operating Officer; Chief Financial Officer | 1997–2004 | Global operations and finance leadership |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional distribution/operations |
| GF Parish Group (executive recruiting) | Consultant | 2016–2017 | Advisory role |
| Wheelock College | Trustee | 2012–2018 | Non-profit governance |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other directorships held during last five years |
Board Governance
- Independence and structure: EVN’s Board is composed entirely of noninterested (independent) Trustees; committees are comprised only of noninterested Trustees. Wennerholm is a noninterested Trustee.
- Committee assignments: Audit Committee Chair and designated “audit committee financial expert”; member, Contract Review Committee; member, Portfolio Management Committee; member, Governance Committee.
- Meeting cadence and attendance: FY ended Nov 30, 2024—Board met 8x; Audit 9x; Contract Review 5x; Governance 5x; Portfolio Management 7x; Compliance 8x; Closed-End Fund 10x. Each Trustee attended at least 75% of Board/Committee meetings on which they served; none of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders.
- Class/term and retirement: Class II Trustee; term until 2025. Noninterested Trustee retirement policy requires resignation by July 1 following the 76th birthday or by Dec 31 of the 20th year of service (with limited exceptions to maintain SEC compliance).
- 2025 election: On the ballot March 12, 2025 as a Class II nominee for EVN.
Fixed Compensation
- EVN trustee compensation is paid on a complex-wide, pro rata basis and consists of cash retainers plus committee-related retainers; out-of-pocket expenses reimbursed. 2024 schedule: annual retainer $325,000; additional $82,500 for committee service; $35,000 for serving as a Committee Chair; $15,000 for serving on four or more committees; additional $150,000 applies only to the Chairperson of the noninterested Trustees.
| Retainer Component | Amount (USD) |
|---|---|
| Annual retainer | $325,000 |
| Committee service retainer | $82,500 |
| Committee Chair retainer (per chair role) | $35,000 |
| Additional retainer for 4+ committees | $15,000 |
| Chair of noninterested Trustees (if applicable) | $150,000 (not Wennerholm) |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based bonus/PSUs/Options | Not disclosed; Trustee compensation is structured as fixed retainers and committee-related fees (no performance metrics specified). |
| Deferred Compensation Plan | Trustees may elect to defer fees into one or more Eaton Vance funds; payouts track investment performance of selected funds. No pension/retirement plan for Trustees. |
Director Compensation (Wennerholm)
| Metric | 2023 | 2024 |
|---|---|---|
| EVN (Municipal Fund) – Compensation from Fund | $4,426 | $3,968 |
| EVN California Fund – Compensation from Fund | $864 | $774 |
| Total Compensation from Fund Complex | $437,500 | $445,000 |
Notes: Complex-wide totals reflect the Eaton Vance fund complex (127 funds as of Jan 2, 2024; 123 funds as of Dec 30, 2024).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in last five years. |
| Potential interlocks/conflicts | Contract Review Committee (of which Wennerholm is a member) oversees service provider contracts and potential conflicts, including with affiliates (e.g., Eaton Vance). No related-party transactions for Trustees disclosed. |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; designated “audit committee financial expert.”
- Senior operating and finance roles across global asset managers (BNY Mellon AM COO/EVP; Natixis GAM COO/CFO), plus Fidelity Institutional VP; over 30 years industry experience.
- Broad fund-complex oversight: Served as a Trustee across 123 Eaton Vance funds as of Dec 30, 2024 (hub-and-spoke included).
Equity Ownership
| Ownership Item | EVN (Municipal Fund) | Complex-wide (Funds Overseen) |
|---|---|---|
| Beneficial ownership as of Dec 30, 2024 | None (no shares held in EVN) | Aggregate dollar range “Over $100,000” |
| Trustees and officers (group) ownership of EVN | <1% of outstanding Common Shares (as a group) | — |
Insider Trades (Form 4)
| Period | Result |
|---|---|
| Jan 1, 2024 – Nov 19, 2025 | We attempted to fetch Form 4 data programmatically but were unable to retrieve results due to an access issue; proxies do not list Form 4 transactions. We can refresh on request once access is restored. |
Governance Assessment
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Strengths
- Seasoned finance/operations executive with material asset management experience; designated Audit Committee financial expert and current Audit Chair, aligning skill set with committee remit.
- Independent status and service on key oversight committees (Audit Chair; Contract Review; Portfolio Management; Governance) support board effectiveness and oversight continuity.
- Attendance threshold achieved (≥75%) across Board/committees during FY2024; Board/committee cadence indicates active oversight (e.g., Audit met 9x).
-
Watch items / potential red flags
- No EVN share ownership as of Dec 30, 2024 (Ms. Frost was the only Trustee with EVN shares), which may temper perceived alignment at the fund level, although Trustees may hold >$100,000 across the Eaton Vance family of funds or elect fee deferrals into funds.
- None of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders, a potential engagement optics issue even though meeting attendance is not universally required.
- Board service spans a large fund complex (123 funds as of Dec 30, 2024), implying high aggregate governance workload that warrants monitoring for bandwidth.
-
Compensation structure observations
- Compensation is primarily fixed cash retainers plus committee/chair fees with a modest year-over-year increase in total complex compensation ($437,500 in 2023 vs. $445,000 in 2024); no performance metrics or equity programs disclosed for Trustees.
- Deferred Compensation Plan can create economic exposure to fund performance at the Trustee’s election; no pension plan.