Heidi W. Hardin
About Heidi W. Hardin
Heidi W. Hardin is Executive Vice President and General Counsel at Massachusetts Financial Services Company (MFS) and serves as Secretary and Clerk of MFS Government Markets Income Trust (MGF). She has held the Trust officer role since April 2017 and was age 57 as of August 1, 2025 . Officers of the Trust are MFS employees and are responsible for Trust operations under Board oversight; the proxy does not present officer-specific performance metrics like TSR, revenue or EBITDA growth, which are not used for Trust officer pay disclosures in MGF filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MFS Investment Management | Executive Vice President & General Counsel | Past five years (current) | Firm-wide legal leadership; oversight of legal/compliance supporting MFS-advised Trusts |
| MFS Government Markets Income Trust (MGF) | Secretary and Clerk | Officer since Apr 2017 – present | Corporate secretary responsibilities; governance processes; shareholder communications routing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Officers do not serve as directors or trustees of companies required to report to the SEC |
Fixed Compensation
Officer cash compensation (base salary, target bonus, actual bonus) is not disclosed in MGF’s proxy; trustee cash compensation is disclosed, but officer pay is determined by MFS as adviser/administrator and not presented at the Trust level .
Performance Compensation
The proxy provides no disclosure of officer incentive structures (RSUs/PSUs, options, performance metrics, weighting, targets, payouts, or vesting) for Trust officers; compensation disclosures focus on independent trustees, not MFS employees serving as Trust officers .
Equity Ownership & Alignment
| Item | Date | Value | Notes |
|---|---|---|---|
| Initial beneficial ownership (Form 3) | 03/10/2017 | No securities beneficially owned | Filed as Secretary; address c/o MFS |
| Trustees and Officers group ownership of any Trust | 07/31/2025 | Less than 1% | Group-level ownership across Trusts; individual officer holdings not itemized |
| Trustee investment policy | As of 2025 proxy | Requires Independent Trustees to invest an amount equal to prior year base retainer + meeting fees within two years | Applies to Independent Trustees; not to MFS officers |
No pledging or hedging disclosures are presented for officers in the proxy. Section 16 reporting compliance is monitored; a late Form 3 for another officer (Treasurer) was noted due to administrative oversight, not trading-related and not involving ownership, indicating process rigor but limited officer trading activity in Trust shares .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Appointment and duration | Officers hold office until a successor is chosen and qualified, or until retirement, resignation, or removal | |
| Status under 1940 Act | Officers are “interested persons” due to positions with MFS (the adviser) | |
| Governance structure | Board (11 of 12 Independent Trustees) provides broad oversight; MFS manages day-to-day administration and risk management | |
| Indemnification | Trust indemnifies Trustees and Officers against liabilities/expenses unless bad faith, willful misfeasance, gross negligence, or reckless disregard is found | |
| Non-compete/severance/change-of-control | Not disclosed in Trust filings for officers |
Investment Implications
- Alignment and trading signals: Hardin reported no beneficial ownership at initial filing, and trustees/officers as a group own less than 1% of outstanding shares, implying limited direct alignment via Trust share ownership and low insider selling pressure from officers .
- Compensation transparency: Officer cash/equity compensation is not disclosed at the Trust level (only trustee compensation appears), reducing utility of pay-for-performance analysis tied to Trust metrics; incentives are set at MFS (adviser) and not presented in MGF proxy .
- Retention/contract risk: Officers serve at the pleasure of the Board/MFS with standard indemnification protections; no severance, change-of-control, or clawback terms disclosed in Trust filings, limiting assessment of retention or exit economics from Trust documents .
- Governance and role scope: As EVP & GC at MFS and Secretary/Clerk for MGF, Hardin’s influence is legal/compliance/governance rather than portfolio management; Board oversight and MFS administration drive operational risk management, making executive changes in this role more of a process continuity consideration than a direct NAV driver .
- Monitoring focus: Continue to track Section 16 filings for any changes in beneficial ownership or insider activity, and future proxies/8-Ks for officer changes or governance updates that could signal legal/compliance shifts affecting operations .