Michael W. Roberge
About Michael W. Roberge
Michael W. Roberge, age 58, is an “Interested Trustee” of MFS Government Markets Income Trust (MGF) due to his leadership role at Massachusetts Financial Services Company (MFS), the Trust’s investment adviser; he has served as a Trustee since January 2021 and his current term expires in 2026 . He is Chair of MFS (became Chair in 2025), former CEO (2017–2024), and holds the CFA designation; he earned a BS from Bemidji State University and an MBA from Hofstra University . As an Interested Trustee, he is not independent under the Investment Company Act of 1940 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Chair | 2025–present | Sets firm strategic direction; chairs MFS Board and Chairman’s Committee |
| MFS Investment Management | Chief Executive Officer | 2017–2024 | Led investment, distribution, finance, HR, legal, and technology functions |
| MFS Investment Management | Chief Investment Officer | 2010–2018 | Led global investment teams; prior CIO – US Investments (2006) |
| MFS Investment Management | President | 2010–2017 | Executive leadership; co-CEO 2015–2016 |
| Colonial Group | Municipal credit analyst/portfolio manager | 1995–1996 | Fixed income portfolio management |
| Moody’s Investors Service | Credit analyst | 1991–1994 | Municipal credit analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizons for Homeless Children (non-profit) | Vice Chair of the Board | Not disclosed | Governance for Boston-based non-profit |
| Public company directorships | N/A | N/A | None disclosed in past five years in proxy |
Board Governance
- Independence and role: Roberge is an Interested Trustee (not independent) owing to his position at MFS; 11 of 12 Trustees are Independent, with an Independent Trustee serving as Chair of the Board .
- Committees: All seven standing committees consist exclusively of Independent Trustees; committee rosters exclude Roberge, indicating he does not serve on any Board committee (Audit; Compliance; Contracts Review; Nomination and Compensation; Services Contracts; Pricing/Liquidity; etc.) .
- Executive sessions and oversight: Independent Trustees meet separately with counsel at each regular Board meeting and meet regularly with the Trusts’ Chief Compliance Officer; the Board receives extensive risk, compliance, and cybersecurity reporting from MFS and non-affiliated service providers .
- Meetings and attendance: Each Trust held six Board meetings in the fiscal years ended Oct 31, 2024 and Nov 30, 2024; each Trustee attended at least 75% of Board and applicable committee meetings .
| Governance Metric | Value | Source |
|---|---|---|
| Board size | 12 Trustees | |
| Independent Trustees | 11 of 12 | |
| Board Chair | John P. Kavanaugh (Independent) | |
| Board meetings (FY 2024) | 6 | |
| Roberge attendance | ≥75% of meetings | |
| Committee participation (Roberge) | None (committees are Independent only) |
Fixed Compensation
- Compensation policy: Interested Trustees receive no compensation from any Trust for their services as Trustees .
- Table reflects “Not Applicable” for Roberge across Trust-level cash compensation rows; independent Trustees receive per-Trust cash fees and aggregate fund-complex compensation .
| Component | Amount | Source |
|---|---|---|
| Cash retainer (Trust) | $0 (Interested Trustees receive no compensation) | |
| Meeting fees (Trust) | $0 | |
| Committee fees | $0 (not on committees) | |
| Aggregate fund-complex Trustee pay (2024) | Not Applicable for Roberge |
Performance Compensation
- Not applicable: No RSUs/PSUs/options, bonus targets, or pay-for-performance metrics are disclosed for Interested Trustees of MGF .
Other Directorships & Interlocks
| Category | Disclosure | Source |
|---|---|---|
| Public company boards | None disclosed (N/A) | |
| Roles at other companies’ boards/committees | None disclosed | |
| Potential interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Technical/industry expertise: 35 years industry; deep fixed income and investment management leadership; CFA charterholder .
- Education: BS (Bemidji State), MBA (Hofstra) .
- Board qualifications in the proxy emphasize leadership, investment management, distribution, accounting, trading, compliance, legal experience across the Board’s Independent committees (Roberge is Interested) .
Equity Ownership
- Group holdings: Trustees and officers, as a group, owned less than 1% of outstanding shares of any Trust as of July 31, 2025 .
- Roberge’s beneficial ownership: “None” in each individual Trust (including MGF); “Over $100,000” aggregate dollar range across all MFS Funds overseen .
| Holding Category | MGF | Aggregate across all MFS Funds |
|---|---|---|
| Dollar range of equity securities beneficially owned | None | Over $100,000 |
| As % of shares outstanding | <1% (group) | N/A (individual not provided) |
| Shares pledged as collateral | Not disclosed | Not disclosed |
| Ownership guideline | Independent Trustees must invest equal to prior year base retainer + meeting fees within two years; Roberge is Interested (guideline applies to Independent only) |
Governance Assessment
- Strengths: Board is strongly independent (11 of 12 members); committees are entirely Independent; structured risk, compliance, and cybersecurity oversight; documented meeting cadence and attendance at ≥75% .
- Alignment and pay: Roberge receives no Trustee compensation from MGF (avoids fee-based conflicts at the Trust level); ownership guidelines apply to Independent Trustees; Roberge has no disclosed holdings in MGF and aggregate fund holdings over $100,000 across MFS Funds overseen .
- Conflicts and red flags:
- RED FLAG: Roberge is an Interested Trustee due to his executive role at MFS, the Trust’s adviser and administrator, creating a potential conflict of interest in oversight of the adviser; however, Board and committees are structured to mitigate this via Independent-only committees and separate executive sessions .
- Related party exposure: MFS provides investment advisory and administration to the Trusts; certain MFS employees serve as Trust officers (including principal executive and financial officers), increasing reliance on adviser controls; Board notes inherent limits in overseeing service-provider operational risk (including cybersecurity) .
- Attendance/engagement: Each Trustee attended ≥75% of meetings; Board meets at least six times annually; Independent Trustees regularly meet with counsel and the Chief Compliance Officer, indicating routine engagement on fiduciary matters .
Note on independence status discrepancy: The proxy identifies Roberge as an “Interested Trustee,” not an independent director, given his role at MFS (the adviser). This has implications for committee eligibility and conflict management .