Sarah Cogan
About Sarah E. Cogan
Sarah E. Cogan (YOB: 1956) is an Independent Trustee of Virtus Artificial Intelligence & Technology Opportunities Fund (AIO) and has served on the AIO Board since 2019; her current term is nominated to expire at the 2028 Annual Meeting. She is a retired partner of Simpson Thacher & Bartlett LLP (1989–2018), where she headed the registered funds practice and previously served as counsel to independent trustees across Virtus fund boards; she is also a director/trustee of open-end and closed-end funds managed by Virtus and closed-end funds managed by PIMCO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner, Corporate Department; former head of registered funds practice | 1989–2018 | Led registered funds practice; extensive oversight of investment company boards |
| Virtus Funds (AIO, NCV, NCZ, ACV, NIE, NFJ; Virtus Investment Trust; Virtus Strategy Trust) | Counsel to Independent Trustees (prior to trustee service) | Prior to 2019 | Provided governance and oversight support to independent trustees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PIMCO Closed-End Funds (30 portfolios) | Trustee/Director | Since 2019 | Additional closed-end fund board service |
| Girl Scouts of Greater New York | Director | Since 2016 | Non-profit governance |
| Natural Resources Defense Council, Inc. | Trustee | Since 2013 | Non-profit governance |
| Virtus Fund Complex (open-end and closed-end funds) | Director/Trustee | Ongoing | Oversees multiple Virtus-affiliated funds |
Board Governance
- Independence: Defined as not an “interested person” under the 1940 Act; Cogan is listed among Independent Trustees. All Audit, Compliance, Governance & Nominating, and Contracts Committees are composed entirely of Independent Trustees .
- Committee assignments and chair roles:
- Audit Committee member; committee includes only Independent Trustees; six meetings held in AIO’s fiscal year ended Jan 31, 2025. Audit Committee charter link: https://www.virtus.com/assets/files/491/audit-committee-charter.pdf .
- Compliance Committee member; four meetings held in AIO’s fiscal year ended Jan 31, 2025 .
- Governance & Nominating Committee member; three meetings held in AIO’s fiscal year ended Jan 31, 2025. Governance & Nominating charter: https://www.virtus.com/assets/files/48y/gov-nom-comm-charter.pdf .
- Contracts Committee Chair; four meetings held in AIO’s fiscal year ended Jan 31, 2025 .
- Attendance: Each Trustee attended at least 75% of Board and committee meetings during AIO’s fiscal year ended Jan 31, 2025; six Board meetings were held in that period .
- Tenure on AIO Board: Class III Trustee since 2019; nominee for term expiring 2028 .
Fixed Compensation
- Trustees receive aggregate cash compensation for Board service; no pension or retirement benefits are paid by the Funds to Trustees .
| Fund (FY) | Aggregate Compensation (USD) |
|---|---|
| AIO (FY ended Jan 31, 2025) | $5,788 |
| NCV (FY ended Jan 31, 2025) | $2,624 |
| NCZ (FY ended Jan 31, 2025) | $1,968 |
| ACV (FY ended Jan 31, 2025) | $1,747 |
| NFJ (FY ended Jan 31, 2025) | $10,667 |
| NIE (FY ended Jan 31, 2025) | $5,378 |
| Total from Funds and Fund Complex (as reported for Jan 31, 2025 cycle) | $418,750 |
| VGI (FY ended Nov 30, 2024) | $772 |
| EDF (FY ended Nov 30, 2024) | $1,050 |
| ZTR (FY ended Nov 30, 2024) | $3,283 |
| Total from Funds and Fund Complex (as reported for Nov 30, 2024 cycle) | $419,280 |
Performance Compensation
- No performance-based compensation, stock awards (RSUs/PSUs), option awards, or disclosed performance metrics for Trustees are reported in the proxy; compensation is presented as aggregate cash for Board service .
| Performance-Linked Metric | Disclosure |
|---|---|
| Revenue/EBITDA/TSR/ESG Targets | None disclosed for Trustees |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Virtus Funds (multiple open- and closed-end funds) | Registered investment funds | Trustee/Director | Shared governance across Virtus-affiliated funds |
| PIMCO Closed-End Funds (30 portfolios) | Registered investment funds | Trustee/Director | External fund family; adds workload and oversight breadth |
Expertise & Qualifications
- Legal and investment management expertise: Over 25 years at Simpson Thacher; extensive oversight experience with investment company boards and industry practice leadership .
- Fund governance experience: Serves on multiple Virtus-affiliated and external fund boards, indicating deep familiarity with registered investment company operations .
Equity Ownership
- Beneficial ownership levels (by dollar range):
- AIO: $10,001–$50,000 .
- NCV: $1–$10,000 .
- NCZ: $1–$10,000 .
- ACV: $10,001–$50,000 .
- NFJ: $10,001–$50,000 .
- NIE: $10,001–$50,000 .
- VGI: $10,001–$50,000 .
- EDF: None .
- ZTR: $10,001–$50,000 .
- Aggregate Dollar Range across all funds overseen: Over $100,000 .
- Group holdings: Trustees and executive officers as a group owned less than 1% of the Funds’ outstanding shares as of April 2, 2025 .
- Shares outstanding (context for AIO): 34,394,242 Common Shares as of the Record Date (Apr 2, 2025) .
| Fund | Dollar Range of Equity Securities | Aggregate Notes |
|---|---|---|
| AIO | $10,001–$50,000 | Group owned <1% of outstanding shares |
| NCV | $1–$10,000 | |
| NCZ | $1–$10,000 | |
| ACV | $10,001–$50,000 | |
| NFJ | $10,001–$50,000 | |
| NIE | $10,001–$50,000 | |
| VGI | $10,001–$50,000 | |
| EDF | None | |
| ZTR | $10,001–$50,000 | |
| All Funds | Over $100,000 |
Governance Assessment
- Board effectiveness: Cogan chairs the Contracts Committee (advisory and administration renewals) and serves on Audit, Compliance, and Governance & Nominating—coverage of core risk, oversight, and renewal functions; all such committees are independent-only compositions, supporting robust governance .
- Independence and attendance: Listed as an Independent Trustee under 1940 Act definitions; attended at least 75% of applicable Board/committee meetings; AIO held six Board meetings in FY ended Jan 31, 2025, and Audit/Compliance/Governance/Contracts committees each met multiple times, indicating active engagement .
- Ownership alignment: Personal AIO stake in the $10k–$50k range and aggregate over $100k across funds suggests some alignment, though trustees as a group hold under 1%—typical for mutual/closed-end fund boards but modest “skin-in-the-game” relative to outstanding shares (AIO shares outstanding 34,394,242) .
- Other directorships/interlocks: Broad service across Virtus-affiliated funds and PIMCO funds adds experience but increases time commitments; prior counsel role to Virtus independent trustees may create perceived familiarity but does not, per proxy definitions, render her “interested” under the 1940 Act .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, clawbacks, option repricings, or legal proceedings in the proxy materials for Trustees. Attendance met minimum thresholds; compensation is cash-based without performance or option awards .