Susan J. Sutherland
About Susan J. Sutherland
Independent Trustee of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG). Year of birth: 1957; Trustee since 2015. Current EXG board term: Class II, expiring 2026. Former Skadden, Arps partner (Financial Institutions Group); current director of Ascot Group Limited. The Eaton Vance fund boards classify her as a noninterested (independent) trustee under the 1940 Act and the boards are composed entirely of noninterested trustees. She serves across the Eaton Vance closed‑end fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate/Counsel/Partner (Financial Institutions Group) | 1982–2013 | Insurance/reinsurance M&A and capital markets transactions |
| Montpelier Re Holdings Ltd. | Director | 2013–2015 | Director during sale process |
| Hagerty Holding Corp. | Director | 2015–2018 | Insurance sector board experience |
| Kairos Acquisition Corp. | Director | 2021–2023 | InsurTech-focused SPAC board (dissolution in 2023) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ascot Group Limited (and certain subsidiaries) | Director | 2017–present | Global specialty P&C insurance and reinsurance; non-executive capacity |
Board Governance
- Structure and independence: EXG’s Board is part of a shared Eaton Vance funds board structure with ten noninterested (independent) Trustees; six regularly scheduled meetings per year plus committee meetings. Chairperson of the Board: George J. Gorman (noninterested).
- Committees: Across the Eaton Vance closed‑end funds, Sutherland is:
- Chairperson, Compliance Reports and Regulatory Matters Committee
- Member, Closed‑End Fund Committee
- Member, Governance Committee
- Member, Contract Review Committee
- Attendance and engagement: During the fiscal year ended 2024 across the funds, each Trustee attended at least 75% of Board and applicable committee meetings; however, none of the Trustees attended the funds’ 2024 Annual Meeting of Shareholders.
Fixed Compensation
Trustee fee structure (Eaton Vance closed‑end fund boards; each fund pays a pro rata share based on relative net assets):
| Component | Amount |
|---|---|
| Annual retainer (noninterested Trustee) | $325,000 |
| Committee service retainer | $82,500 |
| Additional retainer for serving on 4+ committees | $15,000 |
| Committee Chair retainer (per chair role) | $35,000 |
| Chairperson of the noninterested Trustees | $150,000 (additional) |
Sutherland – recent disclosed compensation:
| Item | Amount | Period |
|---|---|---|
| Total compensation from Eaton Vance fund complex | $432,500 | Calendar 2024 |
| Total compensation from Eaton Vance fund complex | $422,500 | Calendar 2023 |
| Compensation from EXG (fund-specific) | $10,806 | FY ended Oct 31, 2023 |
Notes:
- Trustees may elect to defer fees under a Trustees’ Deferred Compensation Plan (linked to Eaton Vance fund shares); there is no pension or retirement plan for Trustees.
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Bonuses/PSUs/Options | Not disclosed/none for Trustees; compensation comprises retainers and committee fees | None disclosed; no performance-based metrics for Trustees |
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Ascot Group Limited | Private | Director | 2017–present |
| Kairos Acquisition Corp. | Public (SPAC) | Director | 2021–2023 |
| Montpelier Re Holdings Ltd. | Public (at the time) | Director | 2013–2015 |
| Hagerty Holding Corp. | Private (at the time) | Director | 2015–2018 |
No current public-company directorships are disclosed for Sutherland in the proxy materials.
Expertise & Qualifications
- Deep legal/regulatory expertise in insurance and financial institutions (31 years at Skadden).
- Fund governance and regulatory oversight experience, reflected by chairing the Compliance Reports and Regulatory Matters Committee and service on Governance, Contract Review, and Closed‑End Fund Committees.
- Independent status under the 1940 Act; serves across the Eaton Vance fund complex.
Equity Ownership
| Measure | Amount | As of |
|---|---|---|
| EXG shares beneficially owned by Sutherland | None (no other Trustee, except Mr. Quinton, owned any Fund’s equity securities; Mr. Quinton held $50,001–$100,000 of EXG) | May 27, 2025 |
| Aggregate dollar range owned across Eaton Vance family of funds (Sutherland) | Over $100,000 | May 27, 2025 |
Governance Assessment
- Positive signals:
- Independent Trustee with substantive regulatory/compliance leadership (Committee Chair) and broad fund-governance roles.
- Board composed entirely of noninterested trustees; defined committee structure and regular meeting cadence (six per year plus committees).
- Attendance: met the 75%+ threshold across Board and committee meetings.
- Watch items / RED FLAGS:
- No EXG share ownership disclosed for Sutherland (only aggregate holdings across the Eaton Vance funds family), which may limit “skin in the game” alignment at the specific fund level.
- None of the Trustees attended the funds’ 2024 annual shareholder meeting, a potential engagement optics issue.
- Workload: Trustees serve across the complex (123 funds as of May 27, 2025), which can strain attention despite committee specialization.
- Conflicts/related-party considerations:
- No related-party transactions involving Sutherland are disclosed. The Contract Review Committee (of which she is a member) explicitly oversees service-provider contracts and potential conflicts.