Sarah Cogan
About Sarah E. Cogan
Sarah E. Cogan (year of birth: 1956) is an Independent Trustee of PIMCO Dynamic Income Opportunities Fund (PDO), designated to Class II; she has served on PDO’s Board since the fund’s inception and oversees 30 portfolios in the PIMCO fund complex . She is a retired Partner of Simpson Thacher & Bartlett LLP (1989–2018) and continues to hold governance roles in non-profit organizations; she is classified as independent under NYSE standards and the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner (retired) | 1989–2018 | Senior corporate/securities counsel experience |
| PIMCO Fund Complex | Independent Trustee (multiple funds) | PCM since 2019; PCN since 2019; PTY since 2019; PAXS since 2022; PDO since inception | Oversight of 30 portfolios across closed-end/interval funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virtus Funds | Trustee | 2021–Present | External registered investment company trustee |
| Allianz Funds | Trustee | 2019–2021 | External registered investment company trustee |
| Girl Scouts of Greater New York, Inc. | Director | Since 2016 | Non-profit board service |
| Natural Resources Defense Council, Inc. | Trustee | Since 2013 | Non-profit board service |
Board Governance
- Board composition: 7 Trustees per Fund; 5 Independent Trustees (~71%); Independent Chair; independent counsel; regular executive (independent) sessions .
- Classified Board: PDO Trustees split among Class I/II/III; Sarah Cogan is Class II at PDO (not up for election at the April 25, 2025 meeting) .
- Attendance: Each Trustee attended at least 75% of regular/special Board meetings and committee meetings in FY ended June 30, 2024 for PDO .
- Committee memberships and roles (PDO and other PIMCO funds):
- Audit Oversight Committee: Members include Cogan; Chair: E. Grace Vandecruze .
- Governance & Nominating Committee: Members include Cogan; Chair: Deborah A. DeCotis .
- Valuation Oversight Committee: Members include Cogan; Chair: E. Grace Vandecruze .
- Contracts Committee: Members include Cogan; Chair: Sarah E. Cogan .
- Performance Committee: All Trustees (includes Cogan); Chair: Alan Rappaport .
Fixed Compensation
| Component | Amount ($) | Basis | Notes |
|---|---|---|---|
| Annual Independent Trustee retainer | 275,000 | Per charter | Paid quarterly; applies across PIMCO-Managed Funds |
| Contracts Committee Chair fee | 30,000 | Per charter | Paid quarterly; Cogan is Chair |
| Total across fund complex (calendar 2024) | 305,000 | Reported | Consistent with retainer + chair fee |
| Aggregate compensation from PDO (FY ended 6/30/2024) | 18,181 | Reported | Fund-level allocation of trustee costs |
No pension/retirement benefits are provided by the Funds; Interested Trustees (affiliated with PIMCO) receive no Fund compensation .
Performance Compensation
| Performance-linked Element | Disclosed? | Details |
|---|---|---|
| Bonus / annual incentive | No | Not disclosed for Independent Trustees |
| Equity grants (RSUs/PSUs/options) | No | Not disclosed; compensation described as cash retainers/fees |
| Pay-for-performance metrics (e.g., TSR, EBITDA) | No | Not applicable to Independent Trustees in proxy |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock Consideration |
|---|---|---|---|
| Virtus Funds | Registered investment companies | Trustee | External fund complex; standard industry practice; no conflicts identified in proxy |
| Allianz Funds | Registered investment companies | Trustee (2019–2021) | Prior external fund complex; no conflicts identified in proxy |
| PIMCO Funds (closed-end/interval) | Registered investment companies | Independent Trustee | Common-board across PIMCO funds; facilitates consistent oversight |
Expertise & Qualifications
- Legal/governance expertise from 29 years at Simpson Thacher; extensive fund governance across 30 portfolios .
- Committee leadership: Chair of Contracts Committee, central to advisory/sub-advisory/administration/distribution contract review and fee reasonableness .
- Audit oversight participation; valuation oversight experience under Rule 2a-5 (Manager designated Valuation Designee; committee reports to Board) .
Equity Ownership
| Holding | Dollar Range | As-of | Notes |
|---|---|---|---|
| PDO | $10,001–$50,000 | Record Date (Feb 21, 2025) | Trustee personal holding |
| PCM | $10,001–$50,000 | Record Date | Trustee personal holding |
| PAXS | $10,001–$50,000 | Record Date | Trustee personal holding |
| Aggregate holdings across registered investment companies overseen | Over $100,000 | Record Date | Aggregate range |
| Group beneficial ownership (Trustees/officers) as % of each Fund | <1% | Record Date | Alignment limited by structure; typical for funds |
Governance Assessment
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Strengths:
- Independent status and majority-independent Board with independent Chair; regular executive sessions; use of independent legal counsel .
- High engagement: at least 75% attendance across Board/committees in FY2024; broad committee participation plus chair role in Contracts Committee overseeing manager contracts and fees .
- Clear compensation structure: cash retainer and defined chair premiums; no equity-based or bonus incentives that could misalign oversight priorities .
-
Potential risks/considerations:
- Classified Board and “Continuing Trustees” provisions can entrench Board and limit shareholder influence on certain corporate actions; requires supermajority approvals unless approved by Board and 75% of Continuing Trustees .
- Common-board across many PIMCO funds concentrates workload; requires sustained time commitment; however, the Governance & Nominating Committee screens for availability/commitment and independence factors .
- Ownership alignment is present but limited by typical fund governance norms (<1% group ownership); no disclosed ownership guidelines for Trustees .
-
Conflicts/related-party exposure:
- Proxy states Independent Trustees (including Cogan) did not knowingly own beneficial interests in the manager or principal underwriter affiliates as of the Record Date; Interested Trustees are PIMCO-affiliated and uncompensated by the Funds .
- Contracts Committee (chaired by Cogan) is the locus for fee reasonableness and service provider oversight, mitigating advisory fee conflict risks through structured review .
Upcoming vote context: At the April 25, 2025 annual meeting, PDO shareholders are voting on election of David Flattum and re-election of Deborah A. DeCotis (Class I); Cogan (Class II at PDO) is not up for election this cycle, but is a nominee for re-election at other PIMCO funds (e.g., PCN, PAXS) in their designated classes .