George Aylward

About George Aylward

George R. Aylward (YOB: 1964) is the Interested Trustee of Virtus Artificial Intelligence & Technology Opportunities Fund (AIO) and has served on AIO’s Board since 2021; he is also Director, President, and Chief Executive Officer of Virtus Investment Partners, Inc. (since 2008), the ultimate parent of AIO’s adviser, and holds various senior positions with Virtus affiliates . He is a certified public accountant and holds an MBA; his background includes experience across development and management of registered investment companies and handling financial, staffing, regulatory, and operational issues . As of April 2, 2025, his beneficial ownership in AIO was “Over $100,000” and trustees/officers as a group owned less than 1% of shares outstanding . He is deemed an “interested person” under the 1940 Act due to his Virtus roles .

Past Roles

External Roles

Fixed Compensation

• AIO discloses that the Interested Trustee (Mr. Aylward) does not receive compensation from AIO or other funds in the fund complex; compensation tables apply to Independent Trustees only .
• Officers of the Funds receive no compensation from the Funds; they are officers of Virtus or the administrator and are compensated in those capacities (i.e., compensation is outside the Fund) .

Performance Compensation

• No fund-level performance incentive plan applies to Mr. Aylward; compensation for Fund officers is not paid by AIO and the proxy includes no performance metric framework for an Interested Trustee .

Equity Ownership & Alignment

• Trustees and executive officers as a group owned less than 1% of AIO’s outstanding shares at the record dates disclosed .
• Mr. Aylward’s AIO beneficial ownership increased from the $50,001–$100,000 range (earlier disclosure) to “Over $100,000” by 2024–2025 .
• No pledging or hedging policy disclosures specific to trustees were identified in the AIO proxy excerpts retrieved; monitoring is warranted across the complex .

Employment Terms

• AIO proxies provide no employment agreement, severance, or change-of-control disclosures for Mr. Aylward at the Fund level; officers are appointed by the Board and receive no compensation from the Funds, being compensated by Virtus or the administrator instead .
• Accordingly, severance multiples, change‑of‑control triggers (single/double), vesting acceleration, clawbacks, non‑competes, or tax gross‑ups are not disclosed at the Fund level for Mr. Aylward .

Board Governance

• Status: “Interested Trustee” under the 1940 Act due to his role as Virtus President & CEO; provides the Adviser’s and service providers’ perspective to the Board .
• Board leadership: Independent Chair (most recently Ms. McDaniel); Boards maintain a super-majority of Independent Trustees and committee structures for oversight .
• Attendance: Each Trustee attended at least 75% of Board and committee meetings in FY 2024 and FY 2025 .
• Committees:
  • Compliance and Risk Oversight Committee member (with independent trustees; Chair: Drummond) .
  • Performance Committee member (Chair: DeCotis) .
  • Governance & Nominating Committee and Contracts Committee are composed entirely of Independent Trustees; Mr. Aylward is not listed as a member .

Director Compensation (Aylward as Trustee)

• The Interested Trustee (Mr. Aylward) does not receive compensation from AIO or other funds in the fund complex .

Other Directorships & Interlocks

• Director: Stone Harbor Investment Funds plc; Stone Harbor Global Funds plc; Virtus Global Funds ICAV (various sub‑funds/portfolios) .
• Long-tenured directorships within Virtus closed-end fund complex (e.g., VGI since 2011; EDF since 2022; ZTR since 2006) .
• Member, ICI Board of Governors (industry body) since 2021 .

Compensation Structure Analysis

• No fund-level cash or equity compensation paid to Mr. Aylward as an Interested Trustee; no Fund-level incentive metrics, option grants, vesting schedules, or retention/sign-on awards are disclosed for him at AIO .
• Independent Trustees’ compensation is disclosed in detail; however, it does not apply to Mr. Aylward .

Risk Indicators & Red Flags

• Independence/dual-role considerations: Mr. Aylward is an Interested Trustee (Virtus CEO), which can raise independence considerations; AIO mitigates with an independent Board Chair and super‑majority of Independent Trustees, and independent‑only Governance/Nominating and Contracts Committees .
• Ownership alignment: personal AIO stake “Over $100,000” in 2024–2025; group ownership <1% of shares .
• Attendance: ≥75% attendance disclosed at Board/committee level (baseline governance hygiene) .

Say‑on‑Pay & Shareholder Feedback

• Closed‑end fund proxies provide compensation tables for Independent Trustees and do not include say‑on‑pay; Interested Trustee does not receive Fund compensation .

Expertise & Qualifications

• CPA and MBA; extensive executive experience overseeing regulated funds and service providers, with broad financial, regulatory, and operational exposure .

Work History & Career Trajectory

Investment Implications

• Alignment: As an Interested Trustee, Mr. Aylward receives no AIO compensation; alignment is primarily via personal share ownership (“Over $100,000” in AIO) and his corporate leadership at Virtus rather than Fund‑level incentive mechanisms .
• Governance risk mitigants: Independent Board Chair, super‑majority Independent Trustees, independent‑only Governance/Nominating and Contracts committees, and ≥75% attendance help balance the inherent conflict of an Interested Trustee .
• Trading signals: No Fund‑level equity awards, options, or vesting events create selling pressure; monitor EDGAR for any Form 4 activity and future proxy updates on beneficial ownership changes .
• Retention/contract risk: Fund disclosures contain no employment agreement, severance, or CoC details for Mr. Aylward at the Fund level; those terms, if any, reside at Virtus Investment Partners (outside AIO), so Fund‑level pay‑for‑performance levers are indirect .