Sarah Cogan
About Sarah E. Cogan
Sarah E. Cogan (born 1956) is an Independent Trustee of PIMCO Municipal Income Fund II (PML) and has served since 2019; she is standing for re‑election by Preferred Shareholders as a Class II Trustee, with a term running to the annual meeting held during the 2028 fiscal year if re‑elected . A retired partner of Simpson Thacher & Bartlett LLP (1989–2018), she led the firm’s registered funds practice and brings extensive investment company board oversight experience; she currently oversees 24 portfolios within the PIMCO‑managed fund complex and serves on multiple board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner; former head of registered funds practice | 1989–2018 | Led registered funds practice; extensive experience advising independent trustees and fund boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 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 |
| Allianz Funds | Trustee | 2019–2021 | Investment company directorship (prior) |
| Virtus Funds | Trustee | 2021–Present | Investment company directorship (current) |
Board Governance
- Independent status: Cogan is an Independent Trustee; PML’s eight-member board has a supermajority of Independent Trustees (~75%), with an Independent Chair (Deborah A. DeCotis) .
- Committee assignments: Audit Oversight Committee (member), Governance & Nominating Committee (member), Valuation Oversight Committee (member), Contracts Committee (Chair), Performance Committee (member) .
- Election mechanics: Her re‑election is voted on exclusively by Preferred Shareholders; if re‑elected, the term runs to the annual meeting in the 2028 fiscal year .
- Attendance and engagement: In FY 2024, the Board held 4 regular and 3 special meetings; committees met 3–4 times each. Every Trustee attended at least 75% of applicable Board and committee meetings .
- Independent sessions and counsel: Independent Trustees regularly meet outside management’s presence and are advised by independent legal counsel .
Fixed Compensation
| Component | Amount | Source/Notes |
|---|---|---|
| Base annual retainer (Independent Trustees) | $275,000 | Fixed cash, payable quarterly |
| Contracts Committee Chair fee | $30,000 | Fixed cash, payable quarterly |
| Total compensation from Funds and Fund Complex (CY 2024) | $305,000 | Base + chair fees (matches published total) |
| Aggregate compensation from PML (FY ended Dec 31, 2024) | $12,338 | Fund-level allocation |
Independent Trustee pay is cash retainer with supplemental chair stipends; Trustees receive no pension or retirement benefits from the Funds or the fund complex .
Performance Compensation
| Metric/Instrument | Disclosure Status | Notes |
|---|---|---|
| Annual/Discretionary bonus | Not disclosed | Proxy outlines fixed retainer structure; no bonus disclosure for Independent Trustees |
| Equity awards (RSUs/PSUs/DSUs) | Not disclosed | No equity award disclosure for Independent Trustees |
| Stock options | Not disclosed | No option award disclosure for Independent Trustees |
| Performance metrics tied to director pay | Not disclosed | Independent Trustees compensated via fixed retainers; no performance linkage disclosed |
| Clawback provisions (director pay) | Not disclosed | No clawback terms disclosed for Independent Trustee compensation |
Other Directorships & Interlocks
| Company/Complex | Role | Dates | Potential Interlock/Notes |
|---|---|---|---|
| Virtus Funds | Trustee | 2021–Present | Investment company governance; independent role |
| Allianz Funds | Trustee | 2019–2021 | Investment company governance; prior role |
Expertise & Qualifications
- Legal expertise: 25+ years as corporate partner at Simpson Thacher, including leadership of registered funds practice; extensive experience with investment company boards and counsel to Independent Trustees (including certain PIMCO‑Managed Funds) .
- Fund oversight credentials: Serves on multiple oversight committees (Audit, Valuation, Governance), Chairs Contracts Committee; experienced in reviewing advisory, administrative, and distribution agreements .
- Portfolio oversight scale: Oversees 24 portfolios in the Fund Complex, supporting breadth of investment company oversight .
Equity Ownership
| Holder | Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| Sarah E. Cogan | Over $100,000 | Over $100,000 |
To the Funds’ knowledge as of the Record Date, Independent Trustees did not knowingly own beneficially securities of an investment adviser or principal underwriter of the Funds or persons controlling them (other than registered investment companies) .
Governance Assessment
- Board effectiveness: Cogan’s committee breadth (Audit, Governance, Valuation, Performance) and chairing of the Contracts Committee support robust oversight of fees, valuation, and manager performance—key controls for closed‑end funds .
- Independence and alignment: Independent status, independent-majority board, and independent counsel are positive governance features; her “Over $100,000” fund holdings indicate personal financial alignment with shareholders .
- Compensation structure: Fixed cash retainer plus chair stipend (no disclosed equity/options/bonuses) limits pay-for-performance signaling but reduces misalignment risk typical of equity-heavy structures for directors; total 2024 compensation of $305,000 reflects base plus chair fee .
- Attendance/engagement: Board and committees met frequently in 2024 and Trustees met ≥75% participation thresholds, supporting engagement .
- Potential conflicts/RED FLAGS:
- Prior role as counsel to Independent Trustees of certain PIMCO‑Managed Funds could be perceived as familiarity risk, though she is classified as independent under the 1940 Act and NYSE audit committee standards .
- Classified board and “Continuing Trustee” provisions may entrench board composition and raise thresholds for certain corporate actions, potentially limiting shareholder influence; preferred shareholders vote separately on her re‑election .
- No related-party transactions, hedging/pledging, or say‑on‑pay outcomes are disclosed in the proxy for Independent Trustees; absence of disclosure limits assessment of those risk indicators .