Kathryn Santoro
About Kathryn Santoro
Kathryn Santoro serves as Vice President, Chief Legal Officer, Counsel and Secretary of Virtus Artificial Intelligence & Technology Opportunities Fund (AIO) and affiliated Virtus closed‑end funds; she has held these roles since 2024. Year of birth: 1974; current principal occupation includes Vice President and Senior Attorney at Virtus Investment Partners, Inc., with prior legal leadership roles at Anuvu Corp. (2021–2023) and Janus Henderson Investors (2016–2020) . She is also listed as the agent for service for AIO (Hartford, CT), underscoring her legal/governance authority for the fund complex . AIO’s proxy states fund officers receive no compensation from the Funds (they are compensated by Virtus or the administrator), and the proxy does not disclose officer‑level pay metrics, equity awards, or fund‑specific pay‑for‑performance linkages for officers; thus TSR/revenue/EBITDA alignment for Santoro is not disclosed in AIO’s filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Anuvu Corp. | Vice President, General Counsel, and Secretary | 2021–2023 | Not disclosed |
| Janus Henderson Investors | Managing Counsel; officer roles for JHI‑advised registered funds | 2016–2020 | Not disclosed |
External Roles
- None disclosed in AIO’s 2025 proxy for Santoro (no public company directorships or committee roles reported for her) .
Fixed Compensation
- Fund officers receive no compensation from AIO (or the other Virtus funds named); they are officers of Virtus Investment Partners, Inc. and/or the Funds’ administrator and receive compensation in such capacities. AIO’s proxy does not disclose Santoro’s base salary, target/actual bonus, or other fixed cash components at Virtus .
Performance Compensation
- AIO’s proxy provides no officer‑level disclosure of stock/option awards, performance share units (metrics/weightings/targets), vesting schedules, or payout outcomes for fund officers (including Santoro). The filing contains no fund‑level “pay for performance” tables for officers; only trustee compensation tables are provided .
Equity Ownership & Alignment
| Metric | Disclosure |
|---|---|
| Total beneficial ownership (officers & trustees as a group) | “Less than 1% of the Funds’ outstanding Shares” as of the record date (applies to the funds covered by the joint proxy, including AIO) . |
| Officer‑specific holdings (Santoro) | Not separately disclosed in AIO’s proxy; dollar‑range tables are provided for Trustees (not officers) . |
| Pledging/hedging | Not disclosed for officers in AIO’s proxy . |
| Ownership guidelines/compliance | Not disclosed for officers in AIO’s proxy . |
Employment Terms
- Appointment/tenure: Vice President, Chief Legal Officer, Counsel and Secretary since 2024 .
- Employment agreement terms (severance, change‑of‑control triggers/multiples, non‑compete/non‑solicit, clawbacks, tax gross‑ups, deferred comp, pension/SERP, perquisites): Not disclosed for fund officers in AIO’s proxy .
- Agent for service designation (AIO): Kathryn Santoro, One Financial Plaza, Hartford, CT 06103 .
Investment Implications
- Limited transparency on officer compensation and incentives: AIO’s proxy omits officer‑level pay structure, performance metrics, equity awards, and vesting mechanics for fund officers; officers are paid by Virtus Investment Partners (parent/administrator), not by AIO, so direct linkage to AIO share performance is not disclosed in fund documents .
- Low disclosed ownership intensity at the fund‑officer level: The filing reports aggregate ownership by trustees and executive officers of less than 1% of shares outstanding, and it does not break out officer holdings (including Santoro) or any pledging/hedging — limiting insight into alignment/retention or potential insider‑driven selling pressure specific to fund officers .
- Role‑specific relevance: As the fund complex’s Chief Legal Officer/Secretary, Santoro’s primary influence is governance, regulatory compliance, and proxy/board process rather than portfolio positioning; AIO filings provide no insider trading/vesting cadence for her that would create near‑term trading signals in AIO .
Bottom line: AIO’s disclosures characterize Santoro’s senior legal/governance role and tenure but do not provide officer‑level compensation, contract economics, or ownership details necessary to assess pay‑for‑performance alignment, severance/CIC risk, or insider selling pressure. Investors should look to Virtus Investment Partners, Inc. (parent) disclosures for any granular compensation terms, as AIO’s fund proxy does not include them .