Deborah DeCotis
About Deborah A. DeCotis
Independent Chair of the Board across the PIMCO closed‑end fund complex, including PDO; year of birth 1952. Trustee since PDO’s inception and Chair since 2019; also a Trustee of PCM and PTY since 2011 and PAXS since 2022, bringing senior investment banking experience as a former Morgan Stanley Managing Director and current Advisory Director. Current external affiliations include Morgan Stanley & Co. (Advisory Director), Circle Financial Group (Member), Council on Foreign Relations (Member), Smith College (Trustee), Watford Re (Director), and Cadre Inc. (Director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director (prior); Advisory Director | Advisory Director since 1996 | Senior executive experience relevant to fund oversight |
| Memorial Sloan Kettering | Co‑Chair, Special Projects Committee | 2005–2015 | Governance/oversight experience |
| Stanford University (GSB) | Trustee | 2010–2015 | Academic governance experience |
| LaLoop LLC | Principal | 1999–2014 | Operating and entrepreneurial experience |
| Helena Rubenstein Foundation | Director | 1997–2010 | Non‑profit board experience |
| Armor Holdings | Director | 2002–2010 | Public company board experience |
External Roles
| Organization | Role | Since |
|---|---|---|
| Morgan Stanley & Co., Inc. | Advisory Director | 1996 |
| Circle Financial Group | Member | 2009 |
| Council on Foreign Relations | Member | 2013 |
| Smith College | Trustee | 2017 |
| Watford Re | Director | 2017 |
| Cadre Inc. (safety equipment) | Director | 2022 |
| Allianz Funds | Trustee | 2011–2021 |
| Virtus Funds | Trustee | 2021–Present |
Board Governance
- Board structure and independence
- 7 Trustees; 5 Independent Trustees (~71%) with an Independent Chair. Independent Trustees meet in executive session and are advised by independent legal counsel .
- DeCotis is listed as an “Independent Trustee/Nominee” and serves as Chair of the Board (since 2019) .
- Committee assignments and chair roles
- Audit Oversight Committee: Member (all are Independent); Chair: E. Grace Vandecruze. Responsibilities include auditor selection, audit scope, and oversight of audit/non‑audit services and auditor independence .
- Governance & Nominating Committee: Chair (all are Independent). Responsibilities include Board governance policies, Board/committee composition, meeting procedures, and reviewing/recommending Independent Trustee compensation structure/levels .
- Valuation Oversight Committee: Member; Chair: E. Grace Vandecruze. Oversees valuation policies and the Manager as “Valuation Designee” under Rule 2a‑5 .
- Contracts Committee: Member; Chair: Sarah E. Cogan. Reviews adviser and key service provider contracts and fees and recommends approvals/continuances .
- Performance Committee: Member (all Trustees); Chair: Alan Rappaport. Reviews fund performance and any changes in manager philosophy/approach/personnel .
- Attendance and engagement
- For PDO FY ended June 30, 2024: Board held 4 regular and 6 special meetings; committees met 3–5 times each. Each Trustee attended at least 75% of applicable Board and committee meetings .
- Auditor oversight signal
- Signed Audit Oversight Committee report (Feb 20, 2025) recommending inclusion of audited financials and reappointment of PwC, after independence review and SAS‑61 discussions (DeCotis listed among signatories) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (Independent Trustee) | $275,000 | Paid for service across PIMCO‑Managed Funds; payable quarterly |
| Incremental — Independent Chair of the Boards | $100,000 | Payable quarterly; applicable to DeCotis as Chair |
| Committee Chair — Audit Oversight | $35,000 | Not applicable to DeCotis (member) |
| Committee Chair — Performance | $15,000 | Not applicable to DeCotis (member) |
| Committee Chair — Valuation Oversight | $10,000 | Not applicable to DeCotis (member) |
| Committee Chair — Contracts | $30,000 | Not applicable to DeCotis (member) |
| Expenses | Reimbursed | Meeting‑related expenses reimbursed |
| Pension/retirement | None | Trustees do not receive pension or retirement benefits from the Funds/Fund Complex |
Notes: Independent Trustee compensation is allocated among the PIMCO‑Managed Funds and then pro‑rated among individual funds by relative net assets . Interested Trustees (affiliated with PIMCO) receive no compensation from the Funds .
Performance Compensation
- No performance‑based director compensation, equity grants, options, or incentive metrics are used for Trustees; compensation is cash retainers and chair fees only .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Consideration |
|---|---|---|
| Morgan Stanley & Co., Inc. | Advisory Director role (DeCotis) | Morgan Stanley Smith Barney appears as a record owner of 21.95% of PDO shares (and sizable holdings across PIMCO funds) as of record date, typically as street‑name holdings for clients. Appearance risk is mitigated by DeCotis’ Independent Trustee status under the 1940 Act and independent committee structures . |
| Virtus Funds | Trustee (current) | Additional fund governance experience; no conflict disclosed . |
| Allianz Funds | Trustee (2011–2021) | Prior fund governance experience; no conflict disclosed . |
Related‑party/independence checks: The proxy lists DeCotis as an Independent Trustee/Nominee. Independent Trustees do not beneficially own securities of the adviser/underwriter or their control affiliates, to the Funds’ knowledge as of the record date .
Expertise & Qualifications
- Summary: Significant senior executive experience in investment banking (former Morgan Stanley MD; Advisory Director since 1996), extensive fund governance experience (Independent Chair; multi‑fund oversight), and broad non‑profit and corporate board service .
- Board’s view: She brings substantial senior executive experience relevant to oversight of investment management functions and fund operations .
Equity Ownership
| Holder | PDO Ownership | Aggregate in Family of Investment Companies |
|---|---|---|
| Deborah A. DeCotis | None | $10,001–$50,000 (aggregate across registered investment companies overseen) |
Additional alignment indicators:
- As a group, Trustees/nominees and officers beneficially owned <1% of each Fund’s outstanding shares as of the record date .
Governance Assessment
- Strengths
- Independent Chair since 2019 with deep finance and board experience; Board has a supermajority of Independent Trustees and independent legal counsel .
- Robust committee architecture with Independent‑only membership (except Performance), and active oversight documented by the Audit Oversight Committee report .
- Meeting participation: each Trustee met the 75% attendance threshold across Board/committees for FY2024, indicating baseline engagement .
- Watch‑items / potential red flags
- Ownership alignment: DeCotis reported no personal ownership in PDO as of the record date; aggregate family‑of‑funds ownership is modest ($10k–$50k). Independent directors as a group own <1% of fund shares, which may be viewed as limited “skin in the game” by some investors .
- Perceived interlock risk: DeCotis is an Advisory Director at Morgan Stanley while Morgan Stanley Smith Barney is a large record holder of PDO shares; while common for street‑name holdings and not disqualifying under the 1940 Act, investors may monitor for any perceived conflicts .
- Compensation governance: As Chair of Governance & Nominating, DeCotis helps review and recommend Independent Trustee compensation structures/levels—a standard practice but one that benefits from transparent disclosures (provided) and independent Board approvals .
Appendix: Elections and Tenure Context (PDO)
- Class I Trustee; nominated for re‑election at the April 25, 2025 meeting, with term expiring at the annual meeting held during the 2027–2028 fiscal year if re‑elected .
- PDO Board/committee meeting cadence (FY ended June 30, 2024): Board 4 regular/6 special; Audit 4; Governance 4; Valuation 4; Contracts 3; Performance 5 .