Susan Sutherland
About Susan J. Sutherland
Susan J. Sutherland (born 1957) is an independent Trustee of EVM (Eaton Vance California Municipal Bond Fund) and ENX, serving on the Boards since 2015 and appointed acting Chairperson in August 2025 following the passing of the prior Chairperson . She is Chairperson of the Governance Committee and serves on multiple board committees overseeing fund governance, contracts, compliance, and closed-end fund matters . A former Skadden partner focused on financial institutions, Sutherland brings deep insurance/reinsurance M&A and regulatory expertise; she holds a BA in political science from Denison University (highest honors) and a JD 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 insurance/reinsurance companies, investment banks, and private equity firms in insurance-related corporate transactions |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Board service until sale of company in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Board service in specialty insurance |
| Ascot Group Limited | Director | 2017–2025 | Board of a global specialty P&C insurer/reinsurer (Lloyd’s Syndicate 1414) |
| Kairos Acquisition Corp. (SPAC) | Director | 2021–2023 | Focus on insurance/InsurTech acquisitions; dissolved in 2023 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Underwriting Limited (UK) | Director | 2023–Present | UK subsidiary of Ascot Group Limited (insurance and reinsurance) |
Board Governance
- Independence: All current Trustees, including Sutherland, are “noninterested” under the 1940 Act; the Boards are composed of nine noninterested Trustees .
- Board leadership: Acting Chairperson (appointed August 2025) and Chairperson of the Governance Committee .
- Committee memberships and roles (EVM/ENX):
- Governance Committee – Chairperson
- Contract Review Committee – Member
- Compliance Reports & Regulatory Matters Committee – Member
- Closed-End Fund Committee – Member
- Attendance and engagement: During FY ended Sep 30, 2024, Boards met 8 times; committees met 4–10+ times depending on committee. Each Trustee attended at least 75% of Board/Committee meetings on which they serve; none of the Trustees attended the Funds’ 2024 Annual Meeting of Shareholders .
- Activism and oversight context: The Boards unanimously recommended liquidation in 2025 amid rising activist ownership and proposals; ongoing Board oversight viewed as important to an orderly wind-down; Sutherland was acting Chairperson during this period .
Fixed Compensation
- Trustee fee framework (fund complex): Annual base retainer $325,000; additional $150,000 for Chairperson of noninterested Trustees; $82,500 for committee service; $15,000 for serving on four or more committees; $35,000 per committee chair; paid pro rata by each fund based on relative net assets; out-of-pocket expenses reimbursed .
- 2024 compensation (illustrative actuals): EVM paid Sutherland $2,234; ENX paid $1,806; total compensation from the funds and the Eaton Vance fund complex for 2024 was $432,500 .
| Component | Amount/Detail |
|---|---|
| Annual base retainer (fund complex) | $325,000 |
| Chairperson of noninterested Trustees (incremental) | $150,000 (if serving) |
| Committee service (aggregate) | $82,500 |
| 4+ Committees (incremental) | $15,000 |
| Committee Chair (per chair) | $35,000 |
| EVM Trustee fees (FY24) | $2,234 |
| ENX Trustee fees (FY24) | $1,806 |
| Total from Funds & Fund Complex (CY2024) | $432,500 |
Notes: Trustees may defer fees under a Deferred Compensation Plan; deferred amounts may be notionally invested in Eaton Vance funds; no pension/retirement plan for Trustees .
Performance Compensation
- No performance-based pay is disclosed for Trustees (i.e., no bonus, stock awards, options, or explicit performance metrics); compensation is retainers and committee-related fees, with optional deferral into fund investments .
| Performance Metric | Weight/Target | Payout Linkage |
|---|---|---|
| Not applicable for Trustees | — | Compensation comprises retainers/committee fees; optional deferral into EV funds |
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Ascot Underwriting Limited (UK) | Private subsidiary | Director | 2023–Present |
| Ascot Group Limited | Private | Director | 2017–2025 |
| Kairos Acquisition Corp. (SPAC) | Public (at time) | Director | 2021–2023 |
| Montpelier Re Holdings Ltd. | Public (at time) | Director | 2013–2015 |
| Hagerty Holding Corp. | Private | Director | 2015–2018 |
No interlocks or related-party dealings involving Sutherland are disclosed in this proxy; committee oversight of conflicts resides with the Contract Review Committee, of which she is a member .
Expertise & Qualifications
- Governance and legal: Former Skadden partner (Financial Institutions Group) with 30+ years in insurance/reinsurance corporate transactions and regulatory matters .
- Industry breadth: Board experience across specialty P&C, reinsurance, InsurTech/SPACs, and specialty personal lines .
- Education: BA Denison University (highest honors, political science); JD NYU School of Law (Root-Tilden Scholar) .
Equity Ownership
| Category | Amount/Status | As-Of |
|---|---|---|
| Beneficial ownership in EVM or ENX | None (no Trustee beneficially owned Fund equity) | July 14, 2025 |
| Aggregate dollar range in EV family of funds (overseen) | Over $100,000 | July 14, 2025 |
| Pledging/Hedging disclosure | Not disclosed in proxy | — |
Trustees may elect to defer fees into shares of Eaton Vance funds under the Deferred Compensation Plan, aligning economic exposure with fund performance without constituting direct ownership of EVM/ENX absent purchases .
Governance Assessment
- Strengths:
- Independent director with extensive insurance/legal expertise; acting Board Chair and Governance Committee Chair during a complex liquidation process, signaling strong governance oversight .
- Multi-committee service (Governance Chair; Contract Review, Compliance, Closed-End Fund committees) supports comprehensive oversight (conflicts, regulatory matters, and closed-end fund structure) .
- Attendance met Board thresholds (≥75% of meetings in FY2024), indicating engagement in core Board work .
- Watch items / potential red flags for investors:
- None of the Trustees attended the 2024 Annual Meeting of Shareholders, a potential engagement optics issue even though Board/Committee attendance met thresholds .
- Activist dynamics and Board-supported liquidation elevate governance complexity; continued transparent communication on wind-down steps remains essential for investor confidence .
This analysis is based on EVM’s 2025 definitive proxy statement; items not disclosed therein are omitted by design.