Susan J. Sutherland
About Susan J. Sutherland
Independent Trustee of the Eaton Vance Fund Boards since 2015; Acting Chairperson of the Board since 2025 and Chairperson of the Governance Committee. Born in 1957; BA in Political Science (highest honors) from Denison University and JD from NYU School of Law (Root-Tilden Scholar). Career background is in insurance-focused corporate transactions as an associate, counsel, and partner at Skadden, Arps (1982–2013). Current term: Class I Trustee until 2026; independence affirmed under NYSE listing standards for all committee roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate, Counsel, Partner (Financial Institutions Group) | 1982–2013 | Represented U.S. and international insurance/reinsurance companies, investment banks, and PE firms in insurance-related corporate transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Underwriting Limited (UK subsidiary of Ascot Group Limited) | Director | Since 2023 | Specialty P&C underwriting at Lloyd’s; insurance/reinsurance focus |
| Ascot Group Limited | Director | 2017–2025 | Global insurer/reinsurer; left board in 2025 |
| Kairos Acquisition Corp. | Director | 2021–2023 | SPAC focused on insurance/InsurTech; dissolved 2023 |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Reinsurance; board tenure ended upon sale in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Specialty auto/marine insurance |
Board Governance
- Acting Chairperson of the Board (2025) and Chairperson of the Governance Committee; member of multiple standing committees comprised solely of independent trustees. Meeting attendance met the ≥75% threshold; however, trustees did not attend the 2024 Annual Meeting (nor the 2023 Annual Meeting in prior year).
| Committee (2025) | Role | Meeting Count FY ended 6/30/2025 |
|---|---|---|
| Governance Committee | Chair | 6 |
| Compliance Reports & Regulatory Matters Committee | Member | 8 |
| Contract Review Committee | Member | 5 |
| Closed-End Fund Committee | Member | 4 (Ad Hoc predecessor met 5) |
| Audit Committee | Not a member | Audit met 10 |
- Board met 10 times in FY ended 6/30/2025; all committees are composed solely of noninterested trustees; audit committee financial experts designated (not Sutherland).
Historical committee roles (2024):
- Chair, Compliance Reports & Regulatory Matters Committee; Member, Governance Committee; Member, Ad Hoc Committee for Closed-End Fund Matters. Board met 10 times; attendance ≥75%; trustees did not attend the 2023 Annual Meeting.
Fixed Compensation
Director fee schedule (Board-wide):
| Component | Amount | Period |
|---|---|---|
| Annual retainer (noninterested Trustees) | $325,000 | 2025 proxy |
| Additional annual retainer – Chairperson of noninterested Trustees | $150,000 | 2025 proxy |
| Additional annual retainer – Committee Service | $82,500 | 2025 proxy |
| Additional retainer – serving on 4+ Committees | $15,000 | 2025 proxy |
| Additional annual retainer – Committee Chairperson | $35,000 | 2025 proxy |
| Annual retainer (prior year schedule) | $315,000 | 2024 proxy |
| Ad Hoc Committee Chair per six months (if applicable) | $5,000 | 2024 proxy |
Compensation received:
| Year/Period | Total Compensation from EVF (Fund) | Total Compensation from Fund Complex |
|---|---|---|
| FY ended 6/30/2025 | $1,078 | $432,500 |
| FY ended 6/30/2024 / CY 2023 | $1,069 | $422,500 |
| Citations | $1,078 | $432,500 |
| $1,069 | $422,500 |
- Trustees may elect to defer fees under the Trustees Deferred Compensation Plan; deferrals invested in Eaton Vance fund shares with payouts tied to fund performance. No pension/retirement plan for trustees. No specific deferral election disclosed for Sutherland.
Performance Compensation
- No performance-based compensation, stock awards, or options disclosed for trustees; compensation is retainer-based with committee service/chair components. No performance metrics (e.g., TSR/EBITDA) apply to trustee pay.
Other Directorships & Interlocks
| Company | Sector | Nature of Potential Interlock/Conflict |
|---|---|---|
| Ascot Group Limited / Ascot Underwriting Limited | Insurance/Reinsurance | Sector overlap with financial markets; no related-party transactions with EVF disclosed in proxy |
| Kairos Acquisition Corp. | SPAC (InsurTech focus) | No ongoing operations; dissolved 2023; no EVF transactions disclosed |
| Montpelier Re Holdings Ltd. | Reinsurance | Past role; no EVF transactions disclosed |
| Hagerty Holding Corp. | Specialty Insurance | Past role; no EVF transactions disclosed |
- Committees explicitly oversee conflicts with service providers (including Eaton Vance affiliates). No related-party transactions involving Sutherland are disclosed.
Expertise & Qualifications
- Insurance sector transactional expertise (decades at Skadden); governance and compliance oversight experience through chairing Governance and Compliance committees; law credentials and leadership exposure across insurance boards.
Equity Ownership
| Measure | EVF-Specific | Eaton Vance Family of Funds (Aggregate) |
|---|---|---|
| Beneficial ownership (as of 7/29/2025) | No EVF shares held | Over $100,000 aggregate beneficial ownership in funds overseen |
| Deferred compensation election | Not disclosed | Not disclosed |
| Pledging/Hedging | Not disclosed | Not disclosed |
| Citations | EVF none held | Over $100,000 |
Governance Assessment
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Strengths: Long-tenured independent trustee with deep insurance legal/transactional background; currently Acting Chairperson and Governance Committee Chair, indicating board confidence and strong governance engagement. Multi-committee membership enhances oversight breadth; committees comprise only noninterested trustees with independence under NYSE standards.
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Attendance: Met minimum ≥75% attendance; however, trustees did not attend the Annual Meeting in 2024 (and 2023 prior year), which some investors may view as a soft engagement signal.
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Pay structure: Predominantly fixed retainer and committee fees; year-over-year retainer increase ($315k→$325k) indicates incremental pay inflation risk but remains aligned with fund-complex responsibilities and chair roles; no performance equity or options, which limits pay-for-performance linkage.
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Alignment: No EVF share ownership; aggregate exposure “Over $100,000” across Eaton Vance funds overseen provides some ecosystem alignment but not security-specific alignment for EVF. No stock ownership guidelines disclosed in proxy for trustees.
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Conflicts/related party: No related-party transactions disclosed; Contract Review Committee mandate addresses service provider conflicts (including Eaton Vance affiliates). Insurance board roles are sector-adjacent, but no direct EVF dealings are disclosed.
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RED FLAGS:
- No EVF share ownership as of 7/29/2025, which reduces direct alignment with EVF shareholders.
- Trustees did not attend Annual Shareholder Meetings in 2023 and 2024 (disclosure), potentially perceived as limited shareholder engagement.
- Incremental increase in fixed retainers without performance linkage; however, duties expanded with acting chair role and committee leadership.