Rosa E. Licea-Mailloux

About Rosa E. Licea-Mailloux

Rosa E. Licea-Mailloux serves as Chief Compliance Officer (CCO) of MFS Government Markets Income Trust (MGF) and related MFS closed‑end funds; age 48 and officer since March 2022. Her recent MFS roles include Vice President (since 2018), Director of Corporate Compliance (2018–2021), Senior Director Compliance (2021–2022), and Senior Managing Director of North American Compliance & CCO (since March 2022) . She is an attorney (JD, Northeastern University School of Law) with dual BAs in Biology and Economics from Boston University, and is an adjunct faculty member in financial sector compliance; NSCP and New England Law also note she co‑chairs MFS’ Women Everywhere ERG and is pursuing an MBA through UNC Kenan‑Flagler . Performance metrics (TSR, revenue, EBITDA) are not disclosed for the Trust or for the CCO in the proxy; the filing focuses on trustee elections and governance rather than operating metrics .

Past Roles

External Roles

Fixed Compensation

• Officer compensation for the Trust is not disclosed; officers are employees of Massachusetts Financial Services Company (MFS), which provides advisory and administrative services to the Trusts, and officers hold comparable positions across the MFS fund family .
• The proxy includes detailed trustee cash compensation tables but no officer salary/bonus tables, indicating officer pay is handled by MFS rather than paid by the Trusts .

Performance Compensation

• No disclosure of target bonus %, actual bonuses, RSU/PSU grants, options, or performance-weighted incentive metrics for Trust officers; the proxy focuses on trustee elections and governance .
• Consequently, metric weightings, targets, payouts, or vesting schedules tied to Rosa’s compensation are not available in Trust filings .

Equity Ownership & Alignment

• As of July 31, 2025, Trustees and Officers of each Trust as a group owned less than 1% of the outstanding shares; individual officer holdings (including Rosa) are not itemized in the proxy .
• Trustee ownership guidelines require Independent Trustees to invest an amount equal to prior year base retainer and meeting fees in MFS Funds within two years; officer ownership guidelines/pledging/hedging policies are not disclosed in this proxy .
• Section 16(a) reporting: the proxy notes overall timely reporting, citing a late Form 3 for the Treasurer due to administrative oversight; no issues or exceptions are noted for the CCO .

Employment Terms

• Employment agreement terms (non-compete, non-solicit, severance multiples, change-of-control triggers, accelerated vesting, clawbacks, or tax gross-ups) for officers are not disclosed in the Trust proxy .
• Officers serve until successors are chosen and qualified, or until retirement/resignation/removal, consistent with fund governance norms .

Compensation Structure Analysis

• Absence of officer compensation disclosure and presence of trustee-only compensation tables suggest officer pay is market-based through MFS, with no Trust‑paid components—reducing pay‑for‑performance transparency at the Trust level .
• No evidence of repricing, guaranteed comp increases, discretionary trust-paid bonuses, or award modifications for officers (not disclosed) .

Related Party Transactions and Risk Indicators

• No related-party transactions involving Rosa are disclosed in the Trust proxy; trustees’ and officers’ addresses are c/o MFS, reflecting adviser affiliation and standard fund structure .
• No legal proceedings, investigations, hedging/pledging disclosures, or say‑on‑pay results applicable to officers are presented in the proxy; trustee election items only .

Expertise & Qualifications

• Education: BA Biology and BA Economics (Boston University), JD (Northeastern University School of Law); actively involved in compliance thought leadership and teaching; NSCP notes she is pursuing an MBA at UNC Kenan‑Flagler .
• Technical domain: fund compliance leadership across 139 MFS funds; oversight of conduct policies, privacy, records, education, and monitoring—aligned with robust regulatory compliance and governance .

Track Record & Execution Risk

• Professional track record spans Putnam, Natixis (multiple CCO roles and Deputy GC), and MFS (Americas CCO leadership), indicating capability in complex, multi‑fund compliance operations .
• Board and committee processes include regular meetings with the Trusts’ CCO to receive compliance reports, reinforcing oversight structure; this underscores execution discipline but does not quantify “value creation” at the officer level .

Investment Implications

• Alignment: Officer compensation and incentives are handled by MFS (not Trust‑paid), limiting direct visibility into pay‑for‑performance and equity alignment at the Trust level; group officer/trustee ownership <1% and no officer ownership guidelines disclosed may signal low direct financial alignment with Trust shareholders .
• Retention risk: Rosa’s senior tenure across multiple MFS funds and external professional engagement suggests strong institutional embedment; no severance or change‑of‑control economics disclosed for officers, reducing clarity on retention levers .
• Trading signals: Form 4 transaction details for Rosa could not be retrieved via the insider‑trades skill due to authorization error; proxy indicates Section 16 compliance generally timely with no Rosa‑specific exceptions, but absence of transaction data prevents assessment of near‑term selling pressure (insider-trades tool attempt failed: 401 Unauthorized).
• Governance: The Board meets regularly with the Trusts’ CCO on compliance matters; robust oversight reduces regulatory risk, but without disclosed officer incentive metrics, investors must rely on adviser-level controls and fund performance rather than executive incentives to infer alignment .

Citations:

• Officer background and roles:
• Proxy scope and governance context:
• Trustee compensation (no officer comp tables):
• Share ownership and trustee ownership policy:
• Section 16 reporting compliance note:
• External roles/biography: NSCP, NELB, NICSA, Kendal at Home, Marketscreener .