John A. Caroselli
About John A. Caroselli
John A. Caroselli, age 71, is an Independent Trustee of MFS Government Markets Income Trust (ticker: MGF), having joined the MFS Funds Board in March 2017; his current board term expires in 2027 . He is a private investor and President of JC Global Advisors, LLC (management consulting) since 2015, and previously held senior executive roles in financial services and corporate strategy at First Capital Corporation, KeySpan Corporation, AXA Financial, and earlier at Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Capital Corporation | Executive Vice President & Chief Development Officer | Not disclosed | Senior development/transactions leadership |
| KeySpan Corporation | Executive Vice President & Chief Strategy Officer | Not disclosed | Corporate strategy oversight |
| AXA Financial | Executive Vice President, Corporate Development | Not disclosed | Corporate development/M&A leadership |
| Chase Manhattan Corporation | Senior officer positions | Not disclosed | Banking and financial services experience |
| Chemical Bank | Senior officer positions | Not disclosed | Banking and financial services experience |
| Manufacturers Hanover Trust | Senior officer positions | Not disclosed | Banking and financial services experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JC Global Advisors, LLC | President | Since 2015 | Management consulting; current principal occupation |
| Private investor | — | Current | Listed primary occupation |
| Other public company boards (past 5 years) | None | — | “Other Directorships During the Past Five Years: N/A” for Caroselli |
Board Governance
- Board independence and structure: The Board has 12 Trustees, 11 of whom are Independent; an Independent Trustee serves as Chair. All seven standing Board Committees are composed exclusively of Independent Trustees, and Independent Trustees meet separately with their counsel in connection with each regular Board meeting and regularly with the Trusts’ Chief Compliance Officer .
- Trustee since and current term: Trustee since March 2017; current term expiring 2027 .
- Chair of the Board: John P. Kavanaugh (Independent) .
- Meetings and attendance: Each Trust held six Board meetings in FYs ended Oct 31, 2024 and Nov 30, 2024. Each Trustee attended at least 75% of Board and applicable committee meetings for each Trust .
Committee assignments (MGF and companion Trusts overseen by the same Board):
| Committee | Role | Meetings (FY24) | Evidence |
|---|---|---|---|
| Audit Committee | Member (Independent) | 8 | Caroselli listed among Audit Committee members; 8 meetings noted |
| Services Contracts Committee | Member (Independent) | 4 | Caroselli listed among members; 4 meetings noted |
| Contracts Review Committee | Member (Independent; all independent trustees) | 4 | All Independent Trustees are members; 4 meetings noted |
| Nomination & Compensation Committee | Member (Independent; all independent trustees) | 2 | All Independent Trustees are members; 2 meetings noted |
| Portfolio Trading & Marketing Review Committee | Member (Independent; all independent trustees) | 4 | All Independent Trustees are members; 4 meetings noted |
Fixed Compensation
Director compensation is paid at the Trust level and across the MFS Funds complex.
| Component | Amount/Status | Period | Source |
|---|---|---|---|
| Aggregate compensation from MFS Government Markets Income Trust (MGF) | $1,081 | FY ended Nov 30, 2024 | “Cash compensation paid by the Trusts” table; Caroselli row |
| Total Trustee compensation paid by Trust and Fund Complex (across 134 funds) | $474,500 | Calendar year 2024 | Complex-wide total for Caroselli |
| Retirement benefits accrued as part of Trust expense | Not Applicable | FY2024 | Table note: “Retirement Benefits… Not Applicable” |
Notes: The proxy presents trustee pay as cash compensation paid by each Trust; equity-based awards are not shown in the Trust-level table .
Performance Compensation
| Performance-linked element | Disclosure for Trustees |
|---|---|
| Stock/option awards and performance metrics | The Trustee Compensation section presents cash paid by each Trust; no equity awards or performance metrics are shown for Trustees in the Trust-level table . |
| Clawback provisions (Trustee awards) | Not disclosed in the proxy for Trustees . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None listed for past five years (Caroselli: N/A) |
| Notable interlocks (customers/suppliers/competitors) | None disclosed for Caroselli in the proxy . |
Expertise & Qualifications
- Substantial senior executive experience in financial services and corporate strategy (First Capital CDO; KeySpan CSO; AXA Financial corporate development), plus earlier senior roles at major banks (Chase, Chemical, Manufacturers Hanover) .
- Current consulting leadership as President of JC Global Advisors, LLC, with focus on strategy, merger integration, market growth, and organizational development .
Equity Ownership
| Item | Disclosure |
|---|---|
| Group ownership | Trustees and Officers of each Trust as a group owned less than 1% of outstanding shares of any Trust, as of July 31, 2025 . |
| Ownership guideline | Board policy requires each Independent Trustee, within two years of joining, to invest an amount equal to the prior calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds . |
Governance Assessment
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Strengths
- Highly independent structure: 11/12 independent trustees; independent Chair; all seven standing committees comprised solely of Independent Trustees; independent executive sessions at each regular meeting .
- Active oversight: Caroselli serves on key oversight committees (Audit; Services Contracts; Contracts Review; Nomination & Compensation; Portfolio Trading & Marketing Review) with defined mandates and regular meeting cadence .
- Attendance: At least 75% attendance at Board and committee meetings for all Trustees; six Board meetings held in FY2024, indicating ongoing engagement .
- External conflicts risk appears limited: No other public company directorships listed for Caroselli in the past five years, reducing interlock exposure .
-
Considerations
- Multi-fund compensation scale: Total compensation across the 134-fund complex was $474,500 for calendar 2024 for Caroselli; while typical for large fund families, the scale warrants continued monitoring of independence vis-à-vis the adviser given MFS’s integral operational role (officers provided by MFS; Board oversight of adviser risk) .
-
Red flags observed
- None evident in the proxy regarding low attendance, related-party transactions involving Caroselli, or equity/option repricing; retirement benefits not applicable for Trustees; attendance threshold met .
Overall, Caroselli brings deep financial services, corporate development, and strategy expertise, with active committee participation in audit, service provider oversight, contracts, and nominations/compensation, within a governance framework emphasizing independence and compliance oversight .