Susan Sutherland
About Susan J. Sutherland
Susan J. Sutherland (born 1957) is an independent “noninterested” Trustee of Eaton Vance Enhanced Equity Income Fund (EOI), serving since 2015; her current term is Class II through 2027. She is a private investor and former Skadden, Arps partner with deep insurance-sector transactional expertise, and currently chairs EOI’s Compliance Reports and Regulatory Matters Committee. She also serves across the Eaton Vance fund complex (123 registered funds as of April 29, 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate, Counsel, Partner (Financial Institutions Group; insurance transactions focus) | 1982–2013 | Led/structured insurance and reinsurance corporate transactions; advised insurers, reinsurers, investment banks, and PE firms |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Global re/insurance board service; company sold in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Specialty auto/marine insurance board service |
| Kairos Acquisition Corp. | Director | 2021–2023 | Insurance/InsurTech-focused SPAC; dissolved 2023 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Group Limited (and certain subsidiaries) | Director | Since 2017 | Global specialty P&C insurer/reinsurer; includes Lloyd’s Syndicate 1414 |
| Prominent non-profits (not specified) | Board member | Various | Service referenced but not itemized |
Board Governance
- Independence: Sutherland is a “noninterested Trustee” under the Investment Company Act; all Fund Committees are comprised solely of noninterested Trustees.
- Committee roles: Chairperson, Compliance Reports & Regulatory Matters Committee; Member, Contract Review Committee; Member, Closed-End Fund Committee; Member, Governance Committee.
- Engagement/attendance: In FY ended Sep 30, 2024, Board met 8 times; her committees met as follows—Compliance (8), Contract Review (5), Governance (4); Closed-End predecessor (Ad Hoc Closed-End) met 9; each Trustee attended ≥75% of Board/Committee meetings; none of the Trustees attended the Fund’s 2024 Annual Meeting.
- Board structure: Independent Chairperson of the Board (George J. Gorman); Audit Committee members deemed independent per NYSE standards.
Committee Meetings (FY 2024)
| Committee | Meetings |
|---|---|
| Audit | 10 |
| Contract Review | 5 |
| Governance | 4 |
| Portfolio Management | 7 |
| Compliance Reports & Regulatory Matters | 8 |
| Ad Hoc Closed-End Fund Matters (predecessor to Closed-End Fund Committee) | 9 |
Fixed Compensation
- Trustee fee schedule (current, Fund complex): Annual retainer $325,000; Committee Service $82,500; +$15,000 for serving on 4+ committees; +$35,000 for Committee Chair; +$150,000 applies only to the Chairperson of the noninterested Trustees (not Sutherland). Amounts are paid pro rata across Eaton Vance funds based on assets; schedule may not have been in place for all of CY2024.
| Item | Amount |
|---|---|
| Total compensation from EOI Fund (FY ended Sep 30, 2024) | $4,668 |
| Total compensation from Fund Complex (CY 2024) | $432,500 |
Note: Trustees may elect to defer fees into Eaton Vance funds; Sutherland’s compensation table does not indicate deferred amounts for CY2024.
Performance Compensation
No performance-based compensation (bonuses, PSUs/RSUs, options, performance metrics) for Trustees is disclosed; compensation is structured as cash retainers and committee-related fees across the Fund complex.
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Exposure |
|---|---|---|---|
| Ascot Group Limited (and subsidiaries) | Director | Insurance/Reinsurance | Insurance governance expertise; no related-party transactions with EOI disclosed |
| Kairos Acquisition Corp. | Director | SPAC (Insurance/InsurTech focus) | Dissolved 2023; no ongoing interlock |
| Montpelier Re Holdings Ltd. | Director | Reinsurance | Prior role; company sold 2015 |
| Hagerty Holding Corp. | Director | Specialty Insurance | Prior role |
Expertise & Qualifications
- Insurance and reinsurance transaction specialist (decades-long legal career), enhancing oversight in compliance and regulatory matters as Committee Chair.
- Fund governance experience across the Eaton Vance complex (123 funds as of April 29, 2025).
- Committee leadership in compliance; service on governance and closed-end fund oversight committees signals focus on regulatory integrity, conflicts management, and capital structure/distribution policy.
Equity Ownership
| Item | Amount |
|---|---|
| EOI shares beneficially owned (as of Apr 29, 2025) | None |
| Aggregate dollar range owned across Eaton Vance family of funds overseen | Over $100,000 |
As of Apr 29, 2025, Trustees and officers as a group owned <1% of EOI; no shareholder owned ≥5%. Section 16(a) filings were compliant for the most recent fiscal year.
Governance Assessment
-
Positives
- Independent status with substantive insurance/compliance expertise; Chairs the Compliance Reports & Regulatory Matters Committee—aligned with EOI’s need for robust regulatory oversight.
- Strong engagement: committees met frequently in FY2024; Trustees (including Sutherland) attended ≥75% of meetings.
- Contract Review Committee membership helps monitor actual or potential conflicts across service providers, including Eaton Vance/Morgan Stanley affiliates.
-
Potential Risk Indicators / RED FLAGS
- No direct ownership of EOI shares may be viewed as lower alignment with EOI-specific shareholder outcomes (though she holds >$100k across the fund family).
- None of the Trustees attended the Fund’s 2024 Annual Meeting, which can be perceived as weaker direct shareholder-facing engagement.
- Significant breadth of responsibilities across 123 funds implies heavy time commitments; while standard for fund complexes, investors may monitor for “overboarding” risks relative to evolving governance expectations.
-
Conflicts/Related Party
- No related-party transactions or loans are disclosed with Sutherland; committee architecture (Contract Review, Compliance) is designed to surface and mitigate conflicts.