Mark R. Fetting
About Mark R. Fetting
Mark R. Fetting (born 1954) served as a noninterested, independent Trustee of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG) from 2016 until his death on August 9, 2025; at the time of his passing he was Chairperson of the Board and the Board appointed Susan J. Sutherland as acting Chairperson and reduced the Board size from ten to nine effective August 12, 2025 . He is a private investor and a seasoned investment management executive, formerly President, CEO, Director and Chairman of Legg Mason, Inc. (2008–2012), with prior senior roles at Legg Mason and Prudential Financial Group (1991–2000); he chaired EXG’s Contract Review Committee and served on multiple governance-related committees, reflecting deep fund governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legg Mason, Inc. | President, Chief Executive Officer, Director and Chairman | 2008–2012 | Senior executive leadership of a major investment management firm |
| Legg Mason, Inc. | Senior Executive Vice President | 2004–2008 | Executive leadership; oversight across business units |
| Legg Mason, Inc. | Executive Vice President | 2001–2004 | Executive leadership; strategy and operations |
| Legg Mason family of funds | Director/Trustee and Chairman | 2008–2012 | Board leadership across fund complex governance |
| Legg Mason family of funds | President | 2001–2008 | Fund complex operational oversight |
| Royce family of funds | Director/Trustee | 2001–2012 | Closed‑end/open‑end fund governance |
| Prudential Financial Group, Inc. and related companies | Division President and Senior Officer | 1991–2000 | Senior leadership in investment management |
External Roles
- Other public company directorships held during last five years: None .
Board Governance
- Independence: Noninterested Trustee; Governance Committee members are independent under NYSE listing standards; all Board committees comprise only noninterested Trustees .
- Board leadership transition: Mr. Fetting was serving as Chairperson at the time of his death on August 9, 2025; Ms. Susan J. Sutherland became acting Chairperson; Board reduced from 10 to 9 members effective August 12, 2025 . Note: The June 23, 2025 proxy lists George J. Gorman as Chairperson as of that date, indicating a subsequent leadership change prior to August 9, 2025 .
- Committee assignments (EXG/Eaton Vance Closed-End Funds):
- Contract Review Committee: Chair (Fetting); members include Bowser, Gorman, Quinton, Smith, Wennerholm, Frost, Mosley, Stefani, Sutherland .
- Compliance Reports & Regulatory Matters Committee: Member (Fetting); chaired by Sutherland; members include Stefani, Quinton .
- Closed-End Fund Committee: Member (Fetting); chaired by Quinton; members include Bowser, Sutherland .
- Governance Committee: Member (Fetting); chaired by Mosley; members include Frost, Stefani, Sutherland, Bowser, Gorman, Quinton, Smith, Wennerholm .
- Audit Committee: Not listed as a member (committee includes Wennerholm (Chair), Gorman, Quinton, Stefani; Gorman and Wennerholm designated “audit committee financial experts”) .
- Portfolio Management Committee: Not listed as a member (committee includes Smith (Chair), Bowser, Wennerholm, Frost, Mosley) .
- Attendance and engagement:
- Fiscal year ended Oct 31, 2024: Board met 9 times; Audit 10; Contract Review 5; Governance 4; Portfolio Management 7; Compliance 8; Closed‑End Fund Committee 1 (predecessor Ad Hoc Committee met 10 times); each Trustee attended ≥75% of meetings of the Board and committees on which they served; none of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders .
Meeting Activity (FY ended Oct 31, 2024)
| Body | Meetings Held |
|---|---|
| Board of Trustees | 9 |
| Audit Committee | 10 |
| Contract Review Committee | 5 |
| Governance Committee | 4 |
| Portfolio Management Committee | 7 |
| Compliance Reports & Regulatory Matters Committee | 8 |
| Closed‑End Fund Committee | 1 (predecessor Ad Hoc Committee met 10 times) |
Fixed Compensation
- Compensation structure (noninterested Trustees; pro‑rated across funds by average net assets):
- Annual retainer: $325,000; additional annual retainer: $150,000 for serving as Chairperson of the noninterested Trustees; $82,500 for Committee Service; $15,000 if serving on four or more Committees; $35,000 for serving as Committee Chairperson (split evenly if co‑chairs); plus out‑of‑pocket expenses .
- EXG pro‑rata compensation and complex totals (calendar year 2024):
- EXG (Tax‑Managed Global Diversified Equity Income Fund) compensation for Mr. Fetting: $10,781 .
- Total compensation from Fund Complex: $430,000 for Mr. Fetting .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (complex) | $325,000 | Paid pro‑rata by funds based on average net assets |
| Committee service retainer (complex) | $82,500 | Additional annual retainer |
| 4+ committees retainer (complex) | $15,000 | Additional annual retainer |
| Committee chair retainer (complex) | $35,000 | Additional annual retainer per committee chair |
| Chair of noninterested Trustees retainer (complex) | $150,000 | Additional annual retainer (if applicable) |
| EXG fund compensation (CY 2024) | $10,781 | EXG pro‑rata payment to Mr. Fetting |
| Total from fund complex (CY 2024) | $430,000 | Aggregate Eaton Vance fund boards compensation |
Performance Compensation
| Component | Disclosed for Mr. Fetting? | Evidence |
|---|---|---|
| Annual bonus | Not disclosed/none indicated | Proxy describes only fixed cash retainers and committee fees; no bonus provision disclosed |
| Stock awards (RSUs/PSUs) | Not disclosed/none indicated | No equity award disclosure for Trustees in compensation section |
| Option awards | Not disclosed/none indicated | No option award disclosure for Trustees |
| Performance metrics tied to pay | Not disclosed/none indicated | Compensation framed as fee schedule vs performance metrics |
The proxy’s “Remuneration of Trustees” section lists only fixed cash components and expenses; no performance‑based or equity compensation is described for noninterested Trustees .
Other Directorships & Interlocks
| Company/Organization | Role | Dates | Notes |
|---|---|---|---|
| — | None | — | No other directorships held during last five years |
Expertise & Qualifications
- Over 30 years in investment management leadership, including President/CEO/Chairman roles at Legg Mason; extensive board and fund governance experience (Legg Mason and Royce fund families) .
- EXG/Eaton Vance closed‑end fund governance: Chair of Contract Review Committee (conflict oversight across service providers including Eaton Vance affiliates); member of Compliance, Closed‑End, and Governance Committees .
- Not designated as an “audit committee financial expert” (designation applies to Gorman and Wennerholm) .
Equity Ownership
| Category | Amount/Range | As-of Date |
|---|---|---|
| Beneficial ownership in EXG | None reported for Mr. Fetting | May 27, 2025 |
| Aggregate dollar range in Eaton Vance family of funds overseen | Over $100,000 | May 27, 2025 |
As of May 27, 2025, only Mr. Quinton reported EXG beneficial ownership ($50,001–$100,000); no other Trustee (including Mr. Fetting) reported EXG share ownership. Mr. Fetting’s aggregate beneficial ownership across Eaton Vance funds overseen was “Over $100,000” .
Governance Assessment
-
Positives:
- Deep governance and industry experience; chaired Contract Review Committee, a key body for overseeing service provider contracts and actual/potential conflicts of interest (including adviser/affiliate matters), which is central to protecting shareholder interests .
- Independent/noninterested status with committee membership restricted to independent Trustees supports board effectiveness and mitigates conflicts .
- Attendance: Each Trustee met the 75% threshold across Board/committee meetings in FY 2024, indicating baseline engagement .
-
Red Flags / Watch Items:
- Leadership continuity risk: Sudden death of the Chairperson (Mr. Fetting) on Aug 9, 2025 required immediate acting appointment and Board downsizing; investors should monitor succession outcomes and committee leadership transitions .
- Shareholder engagement optics: None of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders, which may be viewed unfavorably by some governance-focused investors .
- Ownership alignment: No EXG-specific beneficial ownership disclosed for Mr. Fetting as of May 27, 2025 (though aggregate fund complex holdings were “Over $100,000”); some investors prefer direct ownership in the specific fund overseen .
-
Potential conflicts/related‑party exposure:
- The Contract Review Committee (chaired by Mr. Fetting) explicitly oversees matters where service providers, including Eaton Vance or any affiliate, have actual/potential conflicts of interest with the Funds, which is a structural mitigation; no specific related‑party transactions involving Mr. Fetting are disclosed in the proxy .
Timeline note: The June 23, 2025 proxy names George J. Gorman as Chairperson; the August 14, 2025 8‑K reports Mr. Fetting was Chairperson at the time of his death and Ms. Sutherland became acting Chairperson. This indicates a leadership change occurred between the proxy date and August 9, 2025; investors should confirm current committee chairs and Board leadership in subsequent filings .