Susan J. Sutherland
About Susan J. Sutherland
Independent trustee (noninterested under the 1940 Act) of Eaton Vance Municipal Income 2028 Term Trust (ETX) since 2015; year of birth 1957. Former Skadden, Arps, Slate, Meagher & Flom LLP associate/counsel/partner (Financial Institutions Group) from 1982–2013, focused on insurance-related corporate transactions. Education: BA, political science, Denison University; JD, NYU School of Law (Root-Tilden Scholar). In 2025 she chaired the Governance Committee, sat on Compliance Reports & Regulatory Matters and Closed-End Fund committees, served on the Contract Review Committee, and was noted as acting Chairperson of the Board following the August 9, 2025 passing of former Chair, with Scott E. Wennerholm subsequently listed as Independent Chairperson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate, Counsel, Partner (Financial Institutions Group) | 1982–2013 | Represented insurance/reinsurance companies, investment banks, PE firms in insurance-related corporate transactions . |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Global provider of customized reinsurance and insurance products; served through sale in 2015 . |
| Hagerty Holding Corp. | Director | 2015–2018 | Specialized auto and marine insurance provider . |
| Kairos Acquisition Corp. | Director | 2021–2023 | SPAC focused on insurance/InsurTech; dissolved in 2023 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascot Underwriting Limited (UK subsidiary of Ascot Group) | Director | Since 2023 | Ascot is a global specialty P&C insurance and reinsurance group (incl. Lloyd’s Syndicate 1414) . |
| Ascot Group Limited | Director | 2017–2025 | Former board role at parent group . |
Board Governance
- Independence: All current ETX trustees, including Sutherland, are “noninterested” under the 1940 Act; all committees are comprised solely of noninterested trustees .
- Committee assignments and chair roles:
- Governance Committee: Chair (2025) .
- Compliance Reports & Regulatory Matters Committee: Chair (2024); Member (2025) .
- Closed-End Fund Committee: Member (2025); Member of predecessor Ad Hoc Committee for Closed-End Fund Matters (2024) .
- Contract Review Committee: Member (2024, 2025) .
| Committee | 2024 Role | 2025 Role |
|---|---|---|
| Audit | Not a member . | Not a member . |
| Contract Review | Member . | Member . |
| Compliance Reports & Regulatory Matters | Chair . | Member (Stefani, Chair) . |
| Closed-End Fund (Ad Hoc in 2024) | Member, Ad Hoc Committee . | Member . |
| Governance | Member (Mosley, Chair) . | Chair . |
| Portfolio Management | Not a member . | Not a member . |
- Engagement and attendance:
- FY ended Jan 31, 2024: Board met 7 times; each trustee attended at least 75% of Board and relevant committee meetings; none attended the 2023 Annual Meeting .
- FY ended Jan 31, 2025: Board met 7 times; each trustee attended at least 75% of Board and relevant committee meetings; none attended the 2024 Annual Meeting .
| Metric | FY Ended Jan 31, 2024 | FY Ended Jan 31, 2025 |
|---|---|---|
| Board meetings held | 7 | 7 |
| Minimum attendance threshold met by each trustee | ≥75% | ≥75% |
- Board leadership continuity: After the August 9, 2025 passing of former Chair Mark R. Fetting, Sutherland was noted as acting Chairperson; Scott E. Wennerholm is listed as Independent Chairperson and Audit Committee Chair .
- Retirement policy: Age threshold increased from 74 (2024 proxy) to 76 (2025 proxy), with tenure limit of 20 years, subject to 1940 Act compliance exceptions .
Fixed Compensation
- ETX trustee fee schedule is cash-based; ETX pays a pro rata share of complex-level board fees based on average net assets. Trustees may defer fees under the Deferred Compensation Plan into shares of Eaton Vance funds; the Fund does not have a pension or retirement plan for trustees .
| Fee Component | 2024 Schedule (USD) | 2025 Schedule (USD) |
|---|---|---|
| Annual retainer | $315,000 | $325,000 |
| Chairperson of noninterested Trustees | $150,000 | $150,000 |
| Committee service | $82,500 | $82,500 |
| 4+ committees (additional) | $15,000 | $15,000 |
| Committee Chair (per committee; split if co-chairs) | $35,000 | $35,000 |
| Ad Hoc Committee Chair (if applicable) | $5,000 per six-month period | N/A (committee formalized as Closed-End Fund Committee) |
| Metric | CY 2023 | CY 2024 |
|---|---|---|
| Sutherland – Total compensation from ETX fund (USD) | $1,692 | $1,419 |
| Sutherland – Total compensation from Fund Complex (USD) | $422,500 | $432,500 |
Performance Compensation
- No performance-based incentives, stock awards, options, or TSR/EBITDA/ESG-linked metrics are disclosed for ETX trustees; compensation is structured as cash retainers and committee-related fees only .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Ascot Underwriting Limited | Director | Since 2023 | Insurance/reinsurance; UK-based Ascot subsidiary . |
| Ascot Group Limited | Director | 2017–2025 | Parent of global specialty P&C insurance and reinsurance group . |
| Hagerty Holding Corp. | Director | 2015–2018 | Specialty auto/marine insurer . |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Re/insurance; served through sale in 2015 . |
| Kairos Acquisition Corp. | Director | 2021–2023 | SPAC focused on insurance/InsurTech; dissolved in 2023 . |
- Interlocks/conflicts: No related-party transactions or conflicts involving Sutherland are disclosed. The Contract Review Committee’s mandate includes oversight of any actual/potential conflicts with service providers (including Eaton Vance) . No transactions with entities where Sutherland has a financial interest are disclosed in ETX’s proxies .
Expertise & Qualifications
- Insurance sector governance and transaction expertise from Ascot/Montpelier/Hagerty boards and Skadden Financial Institutions Group background .
- Legal training (NYU Law), Root-Tilden Scholar; prior work with investment banks and PE firms on insurance-related corporate transactions .
- Governance leadership within ETX: Chair of Governance Committee (2025), prior chair of Compliance Reports & Regulatory Matters Committee (2024); member of Closed-End Fund and Contract Review committees .
Equity Ownership
| Item | As of Sep 3, 2024 | As of Aug 26, 2025 |
|---|---|---|
| ETX shares beneficially owned | None (only Marcus L. Smith owned >$100k; no other trustee held ETX shares) . | None (only Marcus L. Smith owned >$100k; no other trustee held ETX shares) . |
| Dollar range in Eaton Vance fund family (aggregate across funds overseen) | Over $100,000 . | Over $100,000 . |
- Section 16 compliance: Based solely on copies of filings received, all trustees/officers and relevant affiliates complied with Section 16(a) reporting for the most recent fiscal year in the 2024 proxy .
Governance Assessment
- Strengths: Independent status; deep insurance/legal governance expertise; leadership roles on Governance and Compliance committees; consistent attendance ≥75% at Board/committee level; committee structure solely of noninterested trustees; clear conflict-oversight mandate via Contract Review Committee .
- Alignment signals: Trustees can defer fees into fund shares; Sutherland’s aggregate Eaton Vance fund family exposure >$100k indicates some alignment with fund complex performance .
- Watch items and potential red flags:
- No ETX share ownership by Sutherland (and most trustees), which limits direct “skin-in-the-game” alignment to ETX specifically; common in fund complexes but noteworthy for investor alignment analysis .
- None of the trustees attended the Annual Shareholder Meetings in 2023 or 2024, which may be interpreted as low engagement with retail holders, albeit typical for fund boards .
- Fee schedule increased year over year (annual retainer from $315k to $325k), modestly raising fixed cash compensation; however, Sutherland’s complex-level comp rose ($422.5k → $432.5k) while fund-level pro rata fell ($1,692 → $1,419), reflecting asset-based allocation rather than guaranteed escalation at the fund level .
- External insurance directorships present sector expertise but no disclosed related-party transactions; continued monitoring for any service/provider interlocks remains prudent .