Cynthia E. Frost
About Cynthia E. Frost
Cynthia E. Frost (year of birth: 1961) is a Noninterested Trustee of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG), serving on the Eaton Vance Fund Boards since 2014; her current term is Class I expiring in 2025. She previously served as Chief Investment Officer of Brown University (2000–2012), Portfolio Strategist for Duke Management Company (1995–2000), and held investment/consulting roles at Cambridge Associates, Bain & Company, and BA Investment Management; she currently serves on the investment committee of The MCNC Endowment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University Endowment | Chief Investment Officer | 2000–2012 | Oversaw evaluation, selection, and monitoring of third-party managers for endowment |
| Duke Management Company | Portfolio Strategist | 1995–2000 | Strategy for university endowment |
| Cambridge Associates | Managing Director | 1989–1995 | Investment consulting; manager research and advisory |
| Bain & Company | Consultant | 1987–1989 | Management consulting |
| BA Investment Management Company | Senior Equity Analyst | 1983–1985 | Equity research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The MCNC Endowment | Investment Committee Member | Current | Endowment investment oversight |
Board Governance
- Independence: Frost is a Noninterested Trustee; Governance Committee members (including Frost) are independent under NYSE listing standards .
- Chair structure: George J. Gorman serves as Independent Chairperson of the Board .
- Attendance and engagement: In FY ended Oct 31, 2024, Boards met nine times; committees met as shown below. Each Trustee attended at least 75% of Board and Committee meetings. None of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders (engagement optics) .
- Election/tenure: Frost is a Class I nominee in the August 7, 2025 Annual Meeting for EXG (shareholders of Common Shares) .
| Committee | Frost Member? | Chair | FY2024 Meetings | Purpose (abridged) |
|---|---|---|---|---|
| Contract Review Committee | Yes | Mark R. Fetting | 5 | Reviews fund service provider contracts and conflicts with Eaton Vance/affiliates |
| Portfolio Management Committee | Yes | Marcus L. Smith | 7 | Oversees portfolio process, trading policies, risk management, performance monitoring |
| Governance Committee | Yes | Valerie A. Mosley | 4 | Board/committee structure, nominations, compensation of noninterested Trustees |
| Audit Committee | No | Scott E. Wennerholm | 10 | Financial reporting, internal controls; all members independent; charter attached |
| Compliance Reports & Regulatory Matters | No | Susan J. Sutherland | 8 | Compliance oversight; liaison with Funds’ CCO; QLCC function |
| Closed-End Fund Committee | No | Keith Quinton | 1 (predecessor ad hoc met 10×) | Closed-end oversight: trading, capital structure, distribution policies |
Fixed Compensation
- Structure: Noninterested Trustees receive cash retainers and committee fees allocated pro rata across the Eaton Vance fund complex based on each fund’s average net assets .
- Fee schedule (annual): Retainer $325,000; Chairperson of noninterested Trustees +$150,000; Committee Service +$82,500; four or more committees +$15,000; Committee Chair +$35,000; plus out-of-pocket expenses .
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer | $325,000 | Noninterested Trustee cash retainer |
| Chairperson of Noninterested Trustees | $150,000 | Additional annual retainer (not applicable to Frost) |
| Committee Service | $82,500 | Annual retainer for committee service |
| Four or More Committees | $15,000 | Additional retainer if serving on 4+ committees |
| Committee Chair | $35,000 | Additional retainer for chair role (to be split for co-chairs; Frost is not a chair) |
| Out-of-Pocket Expenses | Reimbursed | Aggregate reimbursement across Trustees was $96,845 in CY2024 |
| Actual Compensation (CY2024) | Amount (USD) |
|---|---|
| EXG – Tax-Managed Global Diversified Equity Income Fund (Frost) | $9,904 |
| Total Compensation from Fund Complex (Frost) | $395,000 |
- Deferred Compensation Plan: Trustees may elect to defer fees; deferred amounts are notionally invested in Eaton Vance funds and paid based on those investments’ performance; no pension or retirement plan for Trustees .
Performance Compensation
- The proxy discloses a fixed cash-based fee schedule for Trustees (retainer and committee components); it does not set out performance-based metrics or stock/option awards for Trustees. No fund-level pension/retirement plan exists for Trustees; optional deferrals are invested in fund shares via the Deferred Compensation Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards (last five years) | None |
| Notable nonprofit/academic committees | MCNC Endowment Investment Committee |
| Shared directorships with EXG’s competitors/suppliers/customers | Not disclosed in the proxy |
Expertise & Qualifications
- Endowment CIO experience (Brown University): deep manager selection, oversight, and portfolio construction expertise .
- University endowment strategy (Duke), investment consulting (Cambridge Associates), and equity research background support fund oversight, performance monitoring, and risk review .
- Independent Trustee profile; no other public company directorships disclosed (reduces interlock risk) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership in EXG | As of May 27, 2025, no Trustee other than Mr. Quinton beneficially owned EXG shares; implies Frost did not beneficially own EXG’s equity securities |
| Aggregate beneficial ownership across Eaton Vance family of funds | Over $100,000 for Frost |
| Stock ownership guidelines | Not disclosed in the proxy |
| Deferred compensation and ownership alignment | Trustees may elect to defer fees into Eaton Vance funds; payout determined by performance of selected funds |
Governance Assessment
- Board effectiveness: Frost’s role on Contract Review, Portfolio Management, and Governance Committees aligns with her endowment/investment background and places her at the center of oversight for investment process and service provider conflicts—positive for investor confidence .
- Independence: Noninterested Trustee, with Governance Committee members designated independent under NYSE standards—supports objective oversight .
- Engagement: Attendance at least 75% meets the disclosure threshold; however, failure of all Trustees to attend the 2024 Annual Meeting is a negative optics signal for shareholder engagement .
- Pay-for-performance alignment: Trustee compensation is cash-based and not performance-linked; while a Deferred Compensation Plan allows optional alignment via fund exposure, the fixed fee structure may dilute direct performance sensitivity versus equity-linked awards .
- Ownership alignment: Frost does not beneficially own EXG shares as of May 27, 2025, while holding “Over $100,000” across the Eaton Vance fund family; lack of EXG-specific ownership is a modest red flag for alignment at the individual fund level .
- Conflicts oversight: Membership on the Contract Review Committee (which explicitly scrutinizes contracts and conflicts with Eaton Vance/affiliates) is a mitigating factor against related-party risk; no specific related-party transactions for Trustees are disclosed in the proxy .
- Upcoming re-election: Frost stands for election as a Class I Trustee on August 7, 2025 for EXG, offering a near-term governance checkpoint for shareholders .