Sarah Cogan
About Sarah E. Cogan
Independent Trustee of PFN since 2019; year of birth 1956. Retired Partner at Simpson Thacher & Bartlett LLP, where she spent over 25 years and formerly led the registered funds practice; she has deep legal expertise in investment company governance, including experience as counsel to independent trustees of certain PIMCO-managed funds and other asset managers . She oversees 30 portfolios across the PIMCO fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner (retired) | 1989–2018 | Former head of registered funds practice; counsel to independent trustees and asset managers |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Virtus Funds | Trustee | 2021–Present | Other directorship in last 5 years |
| Allianz Funds | Trustee | 2019–2021 | Other directorship in last 5 years |
| Girl Scouts of Greater New York, Inc. | Director | Since 2016 | Non-profit governance role |
| Natural Resources Defense Council, Inc. | Trustee | Since 2013 | Non-profit governance role |
Board Governance
- Independence: Serves as an Independent Trustee; the Audit Oversight Committee (AOC), on which she serves, comprises only “independent” members under NYSE standards .
- Committees and chair roles (apply to each Fund, including PFN):
- Contracts Committee – Chair; oversees advisory/sub-advisory/administration/underwriting contracts and fees .
- Audit Oversight Committee – Member; selects auditors, scopes audits, approves audit and certain non-audit services .
- Governance & Nominating Committee – Member; governance policies, board composition, trustee nominations, and trustee compensation structure .
- Valuation Oversight Committee – Member; oversees valuation procedures; Manager designated as Rule 2a‑5 valuation designee .
- Performance Committee – Member; reviews fund performance and changes in manager philosophy/approach/personnel .
- Meetings and attendance (PFN): FY ended June 30, 2024 – Board held 4 regular and 4 special meetings; AOC (4), Governance (4), Valuation (4), Contracts (3), Performance (5). Each Trustee attended at least 75% of Board and committee meetings on which they served .
Committee Assignments (PFN)
| Committee | Role | Current Chair | Core Oversight |
|---|---|---|---|
| Contracts Committee | Chair | Sarah E. Cogan | Approves/renews adviser, sub‑adviser, admin, distribution contracts; reviews service provider terms |
| Audit Oversight Committee | Member | E. Grace Vandecruze | Auditor selection, audit scope, audit and certain non‑audit approvals; auditor independence |
| Governance & Nominating | Member | Deborah A. DeCotis | Board governance, composition, nominations, trustee compensation structure |
| Valuation Oversight | Member | E. Grace Vandecruze | Fair valuation procedures, oversight of Manager as Rule 2a‑5 valuation designee |
| Performance Committee | Member | Alan Rappaport | Reviews fund performance and manager changes |
Fixed Compensation
- Structure (Fund Complex-wide for Independent Trustees): Annual retainer $275,000; additional annual fees: Independent Chair $100,000; AOC Chair $35,000; Performance Chair $15,000; Valuation Chair $10,000; Contracts Chair $30,000. Expenses reimbursed. No pension/retirement benefits from the Funds/Fund Complex .
- PFN allocation and total complex pay (latest disclosed periods):
| Metric | Amount |
|---|---|
| Aggregate Compensation from PFN (FY ended June 30, 2024) | $8,271 |
| Total Compensation from Funds and Fund Complex (CY 2024) | $305,000 |
| Compensation components disclosed | Cash retainers and chair fees; expense reimbursement |
Notes: Cogan is Contracts Committee Chair (eligibility for $30,000 chair fee per charter); the $305,000 complex total aligns with retainer plus chair responsibilities as disclosed (proxy does not break out components per individual) .
Performance Compensation
| Element | Status | Details/Notes |
|---|---|---|
| Cash bonus (target/actual) | Not disclosed for Trustees | Proxy describes fixed cash retainers and chair fees only; no bonus program disclosed for Trustees |
| Equity awards (RSUs/PSUs/options) | Not disclosed for Trustees | No equity-based director compensation is listed in the compensation tables |
| Performance metrics tied to pay | Not applicable | No performance-conditional compensation disclosed for Trustees |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Comments |
|---|---|---|---|
| Virtus Funds | Registered funds | Trustee (2021–Present) | Outside fund complex; no adviser/underwriter ownership conflicts disclosed |
| Allianz Funds | Registered funds | Trustee (2019–2021) | Prior fund board role outside PIMCO complex |
| Non-profits (GS GNY, NRDC) | Non-profit | Director/Trustee | Non-commercial, governance-focused roles |
Expertise & Qualifications
- Substantial legal experience in investment management; former head of registered funds practice; extensive board oversight experience through prior counsel roles to independent trustees and to investment companies/asset managers .
- Oversees 30 portfolios in the PIMCO fund complex, indicating broad exposure to closed-end and interval fund governance .
Equity Ownership
- Dollar range of personal holdings (as of record date; dollar values per proxy disclosure):
| Fund | Dollar Range of Equity Securities |
|---|---|
| PFN | $10,001–$50,000 |
| PHK | $10,001–$50,000 |
| PDI | $10,001–$50,000 |
| Aggregate across registered funds overseen | Over $100,000 |
Additional ownership/conflicts disclosure: As of the record date, Independent Trustees (including Cogan) did not knowingly own beneficially securities of the investment adviser, principal underwriter, or their control affiliates (other than registered investment companies) .
Governance Assessment
-
Strengths
- Committee leadership: As Chair of the Contracts Committee, Cogan directly oversees advisory and distribution contract renewals and fee reasonableness—central to shareholder economics in closed-end funds .
- Independence and audit oversight: AOC composition meets NYSE independence standards, bolstering financial reporting oversight .
- Engagement: Board and committee meeting cadence is robust (8 Board meetings; active committees), with each Trustee meeting at least the 75% attendance threshold for PFN .
- Alignment signals: Personal holdings in PFN (and other PIMCO funds) and no adviser/underwriter securities ownership support alignment without conflicts .
-
Watch items
- Prior professional ties: Her prior role as counsel to Independent Trustees of PIMCO-managed funds may present a perceived familiarity risk, though she serves as an Independent Trustee and the proxy affirms AOC independence .
- Workload: Oversight across 30 portfolios can increase time demands; continued monitoring of attendance/engagement remains warranted .
RED FLAG (Perception): Former counsel to Independent Trustees of certain PIMCO-managed funds could be viewed by some investors as a familiarity risk; counterbalanced by formal independence status and assignment to independence-critical committees .
Positive Indicator: No pension benefits, and compensation is transparent, formulaic (retainer + chair fees), with no performance bonuses or equity—reducing pay-for-performance misalignment risk on a fund board .