Susan J. Sutherland
About Susan J. Sutherland
Susan J. Sutherland (born 1957) is a noninterested Trustee of Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW), serving since 2015; her current Class II term for ETW expires in 2025. She chairs the Compliance Reports and Regulatory Matters Committee and has a legal background spanning 30+ years focused on insurance and reinsurance transactions at Skadden, Arps, Slate, Meagher & Flom LLP (1982–2013). The Board is comprised solely of noninterested Trustees under the 1940 Act, confirming her independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate, Counsel, then Partner (Financial Institutions Group) | 1982–2013 | Represented insurance/reinsurance firms, investment banks, private equity in insurance-related corporate transactions—expertise now leveraged in ETW compliance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Group Limited and subsidiaries | Director | Since 2017 | Global underwriter via Lloyd’s Syndicate 1414; deep industry/regulatory exposure |
| Kairos Acquisition Corp | Director | 2021–2023 | InsurTech-focused SPAC; dissolved in 2023 |
| Montpelier Re Holdings Ltd | Director | 2013–2015 | Reinsurance; company sold in 2015 |
| Hagerty Holding Corp | Director | 2015–2018 | Specialized auto/marine insurance |
| Non-profit organizations | Board member | Various | Not specified; indicates broader governance involvement |
Board Governance
- Independent board (10 noninterested Trustees); Independent Chairperson (George J. Gorman) .
- Committee chair roles: Sutherland chairs the Compliance Reports & Regulatory Matters Committee. Other chairs: Audit (Scott E. Wennerholm), Governance (Valerie A. Mosley), Portfolio Management (Marcus L. Smith), Closed-End Fund (Keith Quinton), Contract Review (Mark R. Fetting) .
- Meeting cadence and attendance: In FY ended Dec 31, 2024, Board met 8 times; Audit met 10, Contract Review 5, Governance 5, Portfolio Management 7, Compliance 8, Closed-End predecessor met 10. Each Trustee attended at least 75% of meetings; none attended the 2024 Annual Meeting of Shareholders (note for engagement) .
- Retirement policy: Noninterested Trustees must retire by July 1 following their 76th birthday or December 31 of their 20th year of service, subject to SEC compliance constraints .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (noninterested Trustee) | $325,000 | Fund-level pro rata based on net assets |
| Additional annual retainer – Chairperson of noninterested Trustees | $150,000 | Applies to Board Chair (not Sutherland) |
| Additional annual retainer – Committee service | $82,500 | Paid to all noninterested Trustees |
| Additional annual retainer – 4+ committees | $15,000 | If applicable |
| Additional annual retainer – Committee Chair | $35,000 | Sutherland earns this as Compliance Committee Chair |
| Out-of-pocket expenses | Reimbursed | Aggregate $96,845 in CY 2024 across Trustees |
| Individual Compensation (CY 2024) | Amount |
|---|---|
| Total compensation from Fund Complex (Sutherland) | $432,500 |
| ETW (Global Buy-Write Opportunities Fund) pro rata (Sutherland) | $6,328 |
Compensation is cash-based; Funds permit optional fee deferral via a Trustee Deferred Compensation Plan; no pensions/retirement plans for Trustees .
Performance Compensation
| Element | Structure | Metrics/Linkage |
|---|---|---|
| Trustee Deferred Compensation Plan | Trustees may elect to defer fees into shares of one or more Eaton Vance funds; payout tracks selected fund performance | Alignment to fund returns at trustee’s election; no RSUs/options; no explicit performance targets (e.g., TSR/EBITDA) disclosed for Trustees |
Other Directorships & Interlocks
| Potential Interlocks/Conflicts | Assessment |
|---|---|
| Concurrent insurance sector directorships (Ascot; prior Hagerty, Montpelier) | No related-party transactions disclosed with ETW; Board confirms nominees have no adverse interests in material legal proceedings |
| Deferred compensation invested in Eaton Vance funds | Could align incentives with fund performance; plan described as having negligible effect on fund financials |
Expertise & Qualifications
- Legal and regulatory expertise in insurance/reinsurance corporate transactions (Skadden alum), directly relevant to compliance oversight; Chair of Compliance Reports & Regulatory Matters Committee underscores this capability .
- Public company board experience across insurance and InsurTech; complements ETW’s oversight needs and governance diversity .
Equity Ownership
| Metric | ETW (Fund-Level) | Complex-Level |
|---|---|---|
| Beneficial ownership of ETW equity securities (Sutherland) | None (0 shares) | — |
| Shares outstanding (ETW) | 108,597,786 | — |
| Ownership as % of ETW outstanding | 0.00% (none owned) | |
| Aggregate dollar range in Eaton Vance family of funds (overseen) | — | Over $100,000 |
Governance Assessment
- Strengths: Independent status; chairs a key compliance/regulatory committee; strong legal/regulatory background; Board maintains robust meeting cadence and committee structure; Audit Committee financial experts designated .
- Alignment: Optional deferred compensation links pay to fund performance; however, Sutherland holds no ETW shares directly (zero fund-level ownership), which may limit “skin-in-the-game” perception despite complex-level exposure .
- Engagement: Meets attendance threshold (≥75%); note that no Trustees attended the 2024 shareholder meeting—investor engagement visibility could improve (RED FLAG: Annual Meeting non-attendance) .
- Conflicts/Related parties: No related-party transactions or adverse interests disclosed; broad insurance board service does not indicate direct conflicts with ETW’s operations (No RPTs disclosed) .
- Compensation structure: Cash-heavy with committee chair uplift; no options/RSUs or performance scorecards, consistent with fund governance norms; transparency provided on fee schedule and pro rata methodology .