Paula E. Smith

About Paula E. Smith

Paula E. Smith (age 62) is an Independent Trustee of MFS Government Markets Income Trust (ticker: MGF), serving since January 2025. She is a private investor and previously was a Partner at PricewaterhouseCoopers LLP (PwC) until June 2023, bringing deep accounting and financial oversight experience; she is standing for election to a term expiring at the 2028 annual meeting for the trusts where common shareholders vote together, including MGF’s multi‑fund proxy slate .

Past Roles

External Roles

Board Governance

• Independence: Smith is an Independent Trustee on a Board of 12 trustees (11 independent) with an Independent Chair structure .
• Committee assignments (standing committees comprised exclusively of Independent Trustees):
  • Compliance Committee (4 meetings in fiscal 2024): Member (Goldfarb, Kilman Jr., Roepke, Smith, Thomsen) .
  • Contracts Review Committee (4 meetings): All Independent Trustees (includes Smith) .
  • Nomination and Compensation Committee (2 meetings): All Independent Trustees (includes Smith) .
  • Audit Committee: Smith is not listed as a member; Audit had 8 meetings in fiscal 2024 .
• Board meeting cadence and attendance: Each Trust held six Board meetings in fiscal 2024; “Each Trustee attended at least 75%” of Board and applicable committee meetings. Note: Smith joined January 2025, so the fiscal 2024 attendance metric does not apply to her tenure period .
• Leadership: John P. Kavanaugh serves as Trustee and Chair of Trustees (Independent) .
• Board retirement policy: Independent Trustees retire at age 75 or 15 years of service (20 years if joined prior to 2015) .

Fixed Compensation

Trust-level cash paid for fiscal 2024 (pre-appointment year):

• Proxy discloses trustee cash compensation tables by trust; no director stock/option grants are disclosed for trustees in the filing .

Performance Compensation

• No performance-based or equity-linked compensation is disclosed for trustees; compensation presentation is cash-based at the trust level for fiscal 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Accounting and audit: Former PwC Partner, aligned with compliance and financial oversight responsibilities (member of Compliance Committee) .
• Fund governance: Serves across MFS closed‑end fund complex governance committees with focus on nominations, compensation, advisory contract reviews, and compliance (all independent) .

Equity Ownership

• Ownership guideline: The Board requires each Independent Trustee to invest, within two years of membership, an amount equal to the prior calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds .
• Beneficial ownership disclosure (dollar ranges): | Holding Category | Value | |---|---| | MGF (Government Markets Income Trust) | None (N) | | Aggregate across all overseen MFS Funds | Over $100,000 (D) |

Governance Assessment

• Strengths:
  • Independence and committee-only independent membership support robust oversight; Smith’s background at PwC aligns with compliance/accounting scrutiny, and she serves on Compliance, Contracts Review, and Nomination & Compensation committees .
  • Independent Chair with structured risk oversight, periodic meetings with portfolio managers, Enterprise Risk leadership, and service-provider oversight (auditor/custodian) indicate mature governance processes .
• Considerations:
  • Trustee cash compensation for calendar/fiscal 2024 is “Not Applicable” for Smith given her January 2025 appointment; investors should monitor upcoming proxy cycles for her cash compensation detail and committee chair fees, if any .
  • The attendance statistic in the filing pertains to fiscal 2024 (six meetings), prior to Smith’s appointment; future disclosures should confirm her individual attendance and engagement metrics for 2025 onward .
  • Structural conflicts typical to fund complexes exist where MFS serves as adviser/administrator and certain MFS employees are Trust officers; oversight is mitigated by independent committees and regular compliance/risk reporting, but investors should continue to evaluate independence in practice .
• Red flags:
  • None specific to Smith identified in the filing (no pledging/hedging, loans, related-party transactions, or equity award repricing disclosed for trustees). Her MGF-specific beneficial ownership is “None,” though she holds “Over $100,000” across MFS funds overseen; guideline compliance is measured on aggregate MFS fund holdings over two years, which should be monitored rather than assumed .

Election note: Smith is nominated by the Nomination and Compensation Committee for a term expiring at the 2028 annual meeting for the relevant trusts (including those where common and preferred shareholders vote together); Board recommends voting in favor .