Scott E. Wennerholm
About Scott E. Wennerholm
Independent Trustee of Eaton Vance’s Tax-Managed Global Diversified Equity Income Fund (EXG) since 2016; currently Chairperson of the Audit Committee. Born 1959; more than 30 years of senior leadership in asset management operations and finance (BNY Mellon Asset Management COO/EVP; Natixis Global Asset Management COO/CFO; Fidelity Investments VP). Current EXG Board term: Class I Trustee until 2025; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon Asset Management | Chief Operating Officer & Executive Vice President | 2005–2011 | Senior operating leadership in global asset management |
| Natixis Global Asset Management | Chief Operating Officer & Chief Financial Officer | 1997–2004 | Finance and operations leadership across multi-manager platform |
| Fidelity Investments Institutional Services | Vice President | 1994–1997 | Institutional distribution/operations experience |
| GF Parish Group | Consultant | 2016–2017 | Executive recruiting advisory; private sector exposure |
| Wheelock College | Trustee | 2012–2018 | Non-profit governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed (“None”) |
| Wheelock College | Trustee | 2012–2018 | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Contract Review Committee (Member). Audit Committee members (FY2024): Wennerholm (Chair), Gorman, Quinton, Wiser; (FY2025): Wennerholm (Chair), Gorman, Quinton, Stefani. Both Wennerholm and Gorman designated “audit committee financial experts”; all Audit Committee members independent under NYSE standards.
- Independence: Classified as a “noninterested” trustee under the 1940 Act; all standing committees comprised solely of noninterested trustees.
- Attendance and engagement: Each Trustee attended at least 75% of Board and Committee meetings; none of the Trustees attended the Funds’ Annual Meeting of Shareholders in 2023 or 2024.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 10 | 9 |
| Audit Committee meetings held | 9 | 10 |
| Contract Review Committee meetings held | 5 | 5 |
| Portfolio Management Committee meetings held | 8 | 7 |
| Compliance Reports & Regulatory Matters Committee meetings held | 9 | 8 |
| Closed-End Fund Committee (or predecessor Ad Hoc) meetings held | 1 (Ad Hoc) | 10 (Ad Hoc predecessor) and 1 (Closed-End Fund Committee) |
| Trustee attendance (threshold) | ≥75% | ≥75% |
| Annual Meeting attendance (shareholders) | None attended | None attended |
Fixed Compensation
- Structure: Cash-based annual retainer with committee service and chair fees; pro rata allocation across the Eaton Vance fund family based on relative average net assets. Trustees may receive additional retainers for serving on ≥4 committees and for committee chair roles; out-of-pocket expenses reimbursed.
| Component | 2023 Schedule ($) | 2024 Schedule ($) |
|---|---|---|
| Annual retainer (noninterested Trustees) | 315,000 | 325,000 |
| Chair of noninterested Trustees | 150,000 | 150,000 |
| Committee service | 82,500 | 82,500 |
| Additional retainer (≥4 committees) | 15,000 | 15,000 |
| Committee Chairperson (e.g., Audit) | 35,000 | 35,000 |
| Compensation (Wennerholm) | Calendar 2023 | Calendar 2024 |
|---|---|---|
| EXG pro rata Trustee compensation | $11,189 | $11,157 |
| Total compensation from fund complex | $437,500 | $445,000 |
Note: Trustees can elect to defer fees under the Trustees Deferred Compensation Plan; deferrals are notionally invested in Eaton Vance funds. No pension or retirement plan for Trustees.
Performance Compensation
| Performance-linked element | Disclosed? | Notes |
|---|---|---|
| Bonus/variable cash tied to financial or ESG metrics | No | Compensation is fixed retainer + committee/chair fees; no performance metrics disclosed |
| Equity grants (RSUs/PSUs) | No | Funds do not grant equity to Trustees; optional deferred compensation invests in fund shares notionally |
| Options | No | No option awards disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Non-profit/academic boards | Wheelock College (Trustee, 2012–2018) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial reporting and audit oversight expertise; designated audit committee financial expert.
- Deep asset management operations/finance experience spanning BNY Mellon, Natixis, and Fidelity; >30 years industry tenure.
- Extensive multi-fund complex governance experience across Eaton Vance fund family.
Equity Ownership
| Measure | As of May 28, 2024 | As of May 27, 2025 |
|---|---|---|
| Aggregate dollar range of equity securities in Eaton Vance fund family overseen | Over $100,000 | Over $100,000 |
| EXG shares beneficially owned | None disclosed (no trustees other than noted held fund equity) | None disclosed for EXG (only Quinton reported holdings in other funds) |
| Deferred compensation participation | Plan available; includes $30,000 deferred comp in aggregate trustee disclosures | Plan available; includes $30,000 deferred comp in aggregate trustee disclosures |
Governance Assessment
- Strengths
- Independent trustee and Audit Committee Chair with SEC-defined “financial expert” designation; supports robust financial reporting oversight and internal control review.
- Compensation structure is transparent, standardized across the complex, and not performance-driven—reduces incentives for short-termism.
- Committees comprised solely of noninterested trustees; Contract Review Committee explicitly oversees service provider conflicts, including Eaton Vance affiliates.
- Alignment and engagement signals
- Aggregated fund family exposure “Over $100,000” via direct/Deferred Compensation Plan holdings demonstrates some alignment, but no EXG-specific share ownership disclosed—monitor for fund-specific alignment.
- Attendance threshold met (≥75%), but lack of trustee attendance at Annual Meetings (2023, 2024) suggests limited direct shareholder engagement—neutral to mildly negative signal.
- Risks/Red Flags
- No related-party transactions or hedging/pledging disclosures involving Wennerholm; Section 16(a) compliance reported for trustees (exception noted pertains to EFR institutional holder, not trustees).
- Year-over-year increase in base retainer ($315k→$325k) raises fixed cost, but remains within peer practices for large fund complexes; chair and committee fees unchanged—no pay-for-performance concerns.
Overall: Wennerholm’s independence, audit expertise, and long asset-management operating background support board effectiveness and investor confidence. The principal watchpoints are fund-specific ownership alignment (none disclosed for EXG) and limited visible shareholder meeting participation, though committee workload and oversight rigor are strong.