Susan J. Sutherland
About Susan J. Sutherland
Independent Trustee of Eaton Vance Municipal Income Trust (EVN) since 2015; Class II term expiring in 2025. Born 1957. Former partner in Skadden, Arps’ Financial Institutions Group (1982–2013) focused on insurance transactions; currently chairs EVN’s Compliance Reports and Regulatory Matters Committee and serves on multiple EVN Board committees .
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, PE firms in insurance-related corporate transactions |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Board-level oversight until company sale in 2015 |
| Hagerty Holding Corp. | Director | 2015–2018 | Board service for specialized auto/marine insurance provider |
| Kairos Acquisition Corp. | Director | 2021–2023 | SPAC focused on insurance/InsurTech; dissolved in 2023 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascot Group Limited and subsidiaries | Director | Since 2017 | Global underwriter; includes Lloyd’s Syndicate 1414 |
| Non-profit organizations | Board member | Various | Service on prominent non-profits (not itemized) |
Board Governance
- Independence: Classified as a “noninterested Trustee” under the 1940 Act; EVN committees are comprised solely of noninterested Trustees; Governance Committee members are independent under NYSE/NYSE American listing standards .
- Committee assignments:
- Chair, Compliance Reports & Regulatory Matters Committee (“qualified legal compliance committee”) .
- Member, Closed-End Fund Committee .
- Member, Governance Committee .
- Member, Contract Review Committee (conflicts oversight for service providers including Eaton Vance) .
- Engagement and attendance (FY ended Nov 30, 2024): Board met 8 times; Audit 9; Contract Review 5; Governance 5; Portfolio Management 7; Compliance 8; Closed-End 10. Each Trustee attended at least 75% of Board/Committee meetings; none attended the Funds’ 2024 Annual Meeting of Shareholders .
- Board chair: Independent Chairperson of the Board is George J. Gorman .
- Trustee retirement policy: Noninterested Trustees must retire on the first day of July following their 76th birthday or, with limited exception, by December 31 of the 20th year of service (subject to SEC compliance constraints) .
Committee Meeting Cadence (FY ended Nov 30, 2024)
| Committee | Meetings | Sutherland Role |
|---|---|---|
| Board of Trustees | 8 | Trustee |
| Compliance Reports & Regulatory Matters | 8 | Chair |
| Closed-End Fund | 10 | Member |
| Governance | 5 | Member |
| Contract Review | 5 | Member |
Fixed Compensation
- Structure: EVN pays noninterested Trustees a pro rata share of fund-complex fees (annual retainer plus committee-related fees) .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Board) | $325,000 | Fund-complex schedule |
| Chairperson of noninterested Trustees | $150,000 | Not applicable to Sutherland (board chair is Gorman) |
| Committee service retainer | $82,500 | Fund-complex schedule |
| Additional retainer (≥4 Committees) | $15,000 | Fund-complex schedule |
| Committee Chair retainer | $35,000 | Applies to Sutherland as Compliance Committee Chair (split if co-chairs) |
| Deferred Compensation Plan | Elected at Trustee’s option; fees invested in Eaton Vance funds; no pension/retirement plan for Trustees |
| Sutherland Compensation (Calendar year ended Dec 31, 2024) | Amount |
|---|---|
| California Fund | $753 |
| Municipal Fund (EVN) | $3,857 |
| Total Compensation from Fund Complex | $432,500 |
Note: Schedule reflects current compensation; may not have been in place for the full fiscal/calendar year .
Performance Compensation
| Item | Disclosure |
|---|---|
| Bonus/Target bonus | None disclosed for Trustees; compensation is retainer- and committee-based |
| Stock awards (RSUs/PSUs) | None disclosed for Trustees |
| Option awards | None disclosed for Trustees |
| Performance metrics tied to pay | Not applicable; Trustee compensation does not reference TSR/revenue/EBITDA metrics |
| Clawback provisions | Not disclosed for Trustees |
| Severance/Change-of-control | Not disclosed for Trustees |
| Deferred compensation | Available under Trustees Deferred Compensation Plan; paid based on performance of selected Eaton Vance funds |
| Pension/SERP | No pension or retirement plan for Trustees |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Ascot Group Limited | Director | Insurance underwriting; no related-party transactions disclosed with EVN |
| Montpelier Re Holdings Ltd. | Former Director | Insurance/reinsurance; prior role ended upon sale (2015) |
| Hagerty Holding Corp. | Former Director | Specialty insurance; prior role (2015–2018) |
| Kairos Acquisition Corp. | Former Director | SPAC focused on insurance/InsurTech; dissolved 2023 |
The Contract Review Committee is tasked with reviewing any actual/potential conflicts of interest with service providers (including Eaton Vance) .
Expertise & Qualifications
- Insurance and regulatory expertise from three decades at Skadden and board roles across insurers/reinsurers; chairs the qualified legal compliance committee for EVN .
- Public company director experience (Ascot, Montpelier Re, Hagerty; SPAC Kairos) .
- Independent trustee status and service across Eaton Vance closed-end fund complex (123 registered investment companies overseen as of Dec 30, 2024) .
Equity Ownership
| Category | Holding |
|---|---|
| EVN (Municipal Income Trust) shares | No Trustee (other than Ms. Frost in Municipal Income Trust) held EVN shares as of Dec 30, 2024; Sutherland not shown as holder |
| Aggregate dollar range in Eaton Vance family of funds overseen | Over $100,000 (Sutherland) |
Governance Assessment
- Strengths: Independent status; chairs qualified legal compliance committee; broad insurance/regulatory background; active committee participation across compliance, governance, closed-end fund oversight, and conflict review .
- Alignment: Material exposure to Eaton Vance funds overall (“Over $100,000”), though no direct EVN shareholding disclosed—mixed signal for fund-specific alignment .
- Engagement: Attended ≥75% of Board/Committee meetings; high committee meeting cadence in FY 2024; note that no Trustees attended the 2024 Annual Meeting of Shareholders (investor engagement optics) .
- Conflicts/Related-party: No related-party transactions involving Sutherland disclosed in the proxy; conflicts oversight embedded via Contract Review Committee remit .
- Compensation: Fixed retainer-heavy structure with committee and chair stipends; no equity/options or performance-based compensation—aligns with fund governance norms; optional deferral into funds, no pension .
RED FLAGS: Lack of attendance at 2024 Annual Meeting by all Trustees (including Sutherland) may be viewed negatively by some governance-focused investors . No EVN-specific share ownership disclosed for Sutherland, which could be interpreted as limited direct “skin in the game” at the fund level .