Susan Sutherland
About Susan J. Sutherland
Independent Trustee of Eaton Vance Floating-Rate Income Trust (EFT), born in 1957, serving since 2015 with her current Class II term expiring in 2027. She is designated a noninterested Trustee under the Investment Company Act of 1940, chairs the Compliance Reports and Regulatory Matters Committee, and brings deep insurance and legal-domain expertise from three decades at Skadden, Arps advising insurers, reinsurers, and financial sponsors on complex transactions. She currently serves as a Director of Ascot Group Limited and certain subsidiaries, and previously held board roles at Hagerty Holding Corp., Montpelier Re Holdings Ltd., and Kairos Acquisition Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP (Financial Institutions Group) | Associate, Counsel, then Partner | 1982–2013 | Represented insurers, reinsurers, investment banks, and PE firms in insurance-related corporate transactions |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Global provider of customized reinsurance/insurance; role ended upon sale in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Specialized auto and marine insurance |
| Kairos Acquisition Corp. | Director | 2021–2023 | Insurance/InsurTech-focused SPAC; dissolved in 2023 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Group Limited and certain subsidiaries | Director | Since 2017 | Global specialty P&C insurer/reinsurer through Lloyd’s Syndicate 1414 |
Board Governance
| Item | Detail |
|---|---|
| Board composition | Ten noninterested Trustees; independent Chairperson is George J. Gorman |
| Independence status | Sutherland is a noninterested Trustee under the 1940 Act |
| Years of service | Trustee since 2015; current Class II term expires 2027 |
| Board/committee meeting cadence (FY ended 5/31/2024) | Board met 8 times; Audit 10; Contract Review 5; Governance 3; Portfolio Management 7; Compliance Reports & Regulatory Matters 8; Closed-End Fund 5 |
| Attendance | Each Trustee attended at least 75% of Board and committee meetings; none attended the 2024 Annual Meeting of Shareholders |
Committee Assignments (FY ended 5/31/2024)
| Committee | Role | Meetings |
|---|---|---|
| Compliance Reports & Regulatory Matters | Chair | 8 |
| Contract Review | Member | 5 |
| Closed-End Fund | Member | 5 |
| Governance | Member | 3 |
The Compliance Reports & Regulatory Matters Committee serves as liaison to the Fund CCO and operates as a qualified legal compliance committee under SEC rules; Sutherland chairs this committee, indicating a focus on regulatory oversight and compliance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (noninterested Trustees) | $325,000 | Paid across Eaton Vance fund complex, pro-rated by fund net assets; EFT pays its share |
| Chairperson of noninterested Trustees retainer | $150,000 | Applies to Board Chair (not Sutherland) |
| Committee service retainer | $82,500 | Standard for noninterested Trustees |
| Additional retainer for serving on ≥4 Committees | $15,000 | Applies if serving on four or more committees |
| Committee Chair retainer | $35,000 | Paid for chair roles; Sutherland chairs Compliance Reports & Regulatory Matters |
| Sutherland – Total compensation from EFT | $3,590 | EFT portion for FY ended 5/31/2024 |
| Sutherland – Total compensation from Fund Complex | $432,500 | Calendar year ended 12/31/2024 |
Performance Compensation
| Type of Award | Performance Metrics | Disclosure |
|---|---|---|
| Performance-based pay (options/PSUs/bonuses) | N/A | No performance-based compensation is disclosed for Trustees; compensation consists of cash retainers and committee fees |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Potential Interlock/Conflict Noted |
|---|---|---|---|---|
| Ascot Group Limited | Insurance/Reinsurance | Director | Since 2017 | None disclosed with EFT or its adviser |
| Hagerty Holding Corp. | Insurance (specialty auto/marine) | Director | 2015–2018 | None disclosed |
| Montpelier Re Holdings Ltd. | Reinsurance/Insurance | Director | 2013–2015 | None disclosed |
| Kairos Acquisition Corp. | InsurTech/Insurance SPAC | Director | 2021–2023 | None disclosed |
Expertise & Qualifications
- 30+ years legal experience in insurance corporate transactions (Skadden Financial Institutions Group), advising global insurers/reinsurers and financial sponsors .
- Compliance oversight leadership as Chair, Compliance Reports & Regulatory Matters Committee; liaison to CCO and “qualified legal compliance committee” function under SEC rules .
- Insurance sector governance experience across multiple boards (Ascot, Hagerty, Montpelier Re, InsurTech SPAC) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| EFT shares owned (as of 12/30/2024) | None; only Trustee with Fund share ownership was Mr. Quinton; no other Trustee held EFT shares |
| Aggregate dollar range of equity in Eaton Vance family of funds overseen | Over $100,000 (includes any deferred plan holdings) |
| Section 16(a) compliance | All Trustees/officers complied with beneficial ownership filings for the most recent fiscal year |
Governance Assessment
- Strengths: Independent status; chairs the Compliance Reports & Regulatory Matters Committee with clear remit over compliance/regulatory issues; broad insurance governance experience supports risk oversight for a credit fund .
- Engagement: Trustee-wide attendance at least 75% across Board/committees; Sutherland serves on four committees (Chair + three), suggesting meaningful engagement bandwidth .
- Alignment: No direct ownership of EFT shares as of 12/30/2024; however, she holds over $100,000 across Eaton Vance funds overseen, and Trustees may defer fees into funds via the Deferred Compensation Plan (alignment via fund complex rather than EFT-specific) .
- Compensation: Structure is cash retainer-based with committee/chair supplements; Sutherland’s complex-wide pay was $432,500 for 2024 and $3,590 attributable to EFT, consistent with pro-rata funding by fund net assets; absence of performance-linked elements limits pay-for-performance alignment, typical for investment company trustees .
- Potential red flags: None disclosed related-party transactions or conflicts specific to Sutherland; none of the Trustees attended the Fund’s 2024 Annual Meeting of Shareholders (optics risk for investor engagement) .
- Conflict controls: Contract Review Committee explicitly covers service-provider conflicts (including Eaton Vance affiliates) and Governance Committee independence standards; Sutherland serves on both, reinforcing conflict oversight .