Susan J. Sutherland
About Susan J. Sutherland
Susan J. Sutherland (born 1957) is a noninterested (independent) Trustee of Eaton Vance Municipal Bond Fund (EIM), serving since 2015, currently a Class III Trustee with term expiring in 2026. She is acting Chairperson of the Board (appointed following the former Chair’s passing in August 2025) and Chairperson of the Governance Committee; her background is as a former Skadden, Arps partner in the Financial Institutions Group with deep insurance/reinsurance transaction expertise, and she holds a B.A. from Denison University and a J.D. from NYU School of Law (Root-Tilden Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate, Counsel, then Partner – Financial Institutions Group | 1982–2013 | Represented U.S./international insurance and reinsurance firms, investment banks, PE in insurance-related corporate transactions |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Board oversight until company sale in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Board oversight at specialty insurance provider |
| Kairos Acquisition Corp. | Director | 2021–2023 | SPAC focused on insurance/InsurTech; board member until dissolution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Group Limited | Director | 2017–2025 (former) | Global specialty P&C underwriting via Lloyd’s Syndicate 1414 and related businesses |
| Ascot Underwriting Limited (UK subsidiary of Ascot Group) | Director | 2023–present | UK-based underwriting subsidiary |
| Non-profits (various) | Board member | — | Service on prominent non-profit boards (not individually listed) |
Board Governance
- Independence and leadership: Sutherland is a noninterested (independent) Trustee and currently serves as acting Chairperson of the Board (post–August 9, 2025) .
- Committee assignments (latest): Chairperson, Governance Committee; member, Compliance Reports & Regulatory Matters; member, Closed-End Fund Committee; member, Contract Review Committee .
- Committee assignments (prior year): Chairperson, Compliance Reports & Regulatory Matters; member, Contract Review Committee; member, Governance Committee; member, Ad Hoc Committee for Closed-End Fund Matters .
- Attendance and engagement:
- FY ended Sep 30, 2024: Board met 8x; Audit 10x; Contract Review 5x; Governance 4x; Portfolio Mgmt 7x; Compliance 8x; Closed-End Fund Committee established after FY; each Trustee attended ≥75% of meetings on which they served; none attended the Fund’s 2024 Annual Meeting .
- FY ended Sep 30, 2023: Board met 9x; Audit 9x; Contract Review 7x; Governance 4x; Portfolio Mgmt 9x; Compliance 9x; Ad Hoc Closed-End Fund 2x; each Trustee attended ≥75%; none attended the Fund’s 2023 Annual Meeting .
Board meeting and attendance summary:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings (count) | 9 | 8 |
| Audit Committee meetings | 9 | 10 |
| Contract Review Committee meetings | 7 | 5 |
| Governance Committee meetings | 4 | 4 |
| Portfolio Management Committee meetings | 9 | 7 |
| Compliance Reports & Regulatory Matters Committee meetings | 9 | 8 |
| Closed-End/Ad Hoc Closed-End Committee meetings | 2 (Ad Hoc) | 9 (Ad Hoc predecessor) |
| Trustee attendance threshold | ≥75% (all Trustees) | ≥75% (all Trustees) |
| Annual Meeting attendance | None attended (2023) | None attended (2024) |
Governance structures and safeguards:
- Governance Committee (chaired by Sutherland in 2025) oversees board/committee structure, nominations, and compensation of noninterested Trustees; all members independent; charter available on company website .
- Contract Review Committee (Sutherland member) reviews service provider contracts and any actual/potential conflicts of interest, including with adviser affiliates .
- Audit Committee (independent) designated financial experts and charter governs oversight of reporting, controls, auditor independence .
Fixed Compensation
Trustee fee structure:
| Component | 2024 Schedule (calendar year) | 2025 Schedule (calendar year) |
|---|---|---|
| Annual retainer | $315,000 | $325,000 |
| Chairperson of noninterested Trustees (additional) | $150,000 | $150,000 |
| Committee service (additional) | $82,500 | $82,500 |
| Four or more committees (additional) | $15,000 (excl. Ad Hoc) | $15,000 |
| Committee Chairperson (per committee) | $35,000 | $35,000 |
| Ad Hoc Closed-End Committee Chair | $5,000 per 6-month period if in existence | — (committee formalized as Closed-End) |
| Deferred compensation plan availability | Yes (elective; invested in EV funds) | Yes (elective) |
| Pension/retirement plan for Trustees | None | None |
Sutherland’s realized compensation:
| Period | Total Compensation from EIM (Fund) | Total Compensation from Fund Complex |
|---|---|---|
| FY ended Sep 30, 2023 / CY 2023 | $8,373 | $422,500 |
| FY ended Sep 30, 2024 / CY 2024 | $7,288 | $432,500 |
Notes: Trustees may defer fees under a Deferred Compensation Plan; amounts and elections vary by trustee; no pension benefits are provided .
Performance Compensation
Trustees receive fixed retainers and committee-related fees; there are no performance-based bonuses, stock options, RSUs/PSUs, or performance metrics tied to Trustee pay disclosed for the Board. The proxy describes retainers and elective deferred compensation but does not disclose performance-linked metrics, equity awards, or option grants for Trustees .
| Performance-linked Element | Disclosure |
|---|---|
| Cash bonus targets/metrics | None disclosed |
| Equity awards (RSUs/PSUs/options) | None disclosed |
| Clawbacks/COC/severance for Trustees | None disclosed for Trustees |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure/Status |
|---|---|---|---|
| Ascot Group Limited (+ subsidiaries) | Insurance/Reinsurance | Director | 2017–2025 (former); subsidiaries since 2023 |
| Ascot Underwriting Limited | Insurance/Reinsurance | Director | 2023–present |
| Montpelier Re Holdings Ltd. | Insurance/Reinsurance | Director | 2013–2015 (former) |
| Hagerty Holding Corp. | Specialty Insurance | Director | 2015–2018 (former) |
| Kairos Acquisition Corp. (SPAC) | InsurTech/Acquisitions | Director | 2021–2023 (former; dissolved) |
Potential interlocks/conflicts monitoring: Sutherland serves on the Contract Review Committee, which evaluates service provider contracts and conflict matters for the Fund and shareholders .
Expertise & Qualifications
- Deep insurance/reinsurance transactional expertise from three decades at Skadden, Arps (Financial Institutions Group) .
- Board governance leadership (acting Board Chair; Governance Committee Chair; prior Compliance Committee Chair) .
- Education: B.A., Denison University; J.D., NYU School of Law (Root-Tilden Scholar) .
Equity Ownership
- Fund-level ownership: As of Aug 20, 2025, no Trustee (including Sutherland) beneficially owned EIM’s equity securities .
- Broader fund complex: Sutherland reported “Over $100,000” aggregate dollar range invested across funds she oversees in the Eaton Vance family of funds as of Aug 20, 2025 (also “Over $100,000” as of May 28, 2024) .
| Ownership Item | Status |
|---|---|
| Beneficial ownership of EIM shares | None (as of Aug 20, 2025) |
| Aggregate $ range in EV family of funds | Over $100,000 |
| Shares pledged/hedged | Not disclosed |
| Section 16(a) compliance | No delinquency noted for Sutherland; a different Trustee (Bowser) filed a late Form 3; no transactions on that form |
Governance Assessment
Key positives
- Independent leadership with continuity: noninterested Trustee, acting Board Chair, and Governance Chair, indicating strong role in board structure, nominations, and oversight .
- Robust committee workload and compliance orientation: governance chair now; previously chaired Compliance Reports & Regulatory Matters; member of Contract Review Committee (conflict oversight mandate) .
- Attendance: board reports all Trustees met 75%+ attendance thresholds in FY 2023 and FY 2024; frequent committee meetings indicate active oversight cadence .
Potential watch items / RED FLAGS (contextual)
- Shareholder meeting visibility: none of the Trustees attended the 2023 or 2024 Annual Meetings, which some investors view as a soft signal on retail engagement for closed-end funds .
- Direct fund share alignment: Trustees (including Sutherland) reported no beneficial ownership of EIM shares, though she reports >$100k invested across the broader Eaton Vance family; some investors prefer direct fund-level ownership for alignment .
- Complex-wide commitments: Trustees oversee 122 funds as of Aug 20, 2025, which underscores workload; governance disciplines and committee structure (including conflict review) help mitigate oversight stretch risk .
Additional context
- Compensation is cash retainer-based with committee and chair premiums; no performance equity or bonus structures disclosed for Trustees, keeping incentives simple but limiting explicit performance linkage .
- The board has maintained independent committee composition and financial expertise designations on the Audit Committee; charters are published and duties detailed, supporting process transparency .
- Governance Committee charter restricts management-recommended nominees absent invitation, reinforcing independence in nominations .
Overall, Sutherland brings substantial regulatory and transactional expertise relevant to insurance and compliance oversight, now paired with board leadership responsibilities. Investors may view lack of fund-level share ownership and absence at annual meetings as alignment/engagement watch points, balanced by her governance chair role, conflict oversight committee membership, and consistent attendance thresholds .