Grace Vandecruze

About Grace Vandecruze

E. Grace Vandecruze (born 1963) is an Independent Trustee of PIMCO Dynamic Income Opportunities Fund (PDO), serving since 2022 and designated as a Class II trustee at PDO with extensive senior executive experience in financial services; she is Founder and Managing Director of Grace Global Capital LLC (since 2006) and has been determined by the Board to be an “audit committee financial expert” . She currently chairs the Audit Oversight Committee and the Valuation Oversight Committee across the Funds, and oversees 30 portfolios in the PIMCO-Managed Fund Complex .

Past Roles

External Roles

Board Governance

• Independence: The Board consists of seven Trustees, with approximately 71% Independent Trustees; Vandecruze is an Independent Trustee .
• Committee leadership and membership:
  • Audit Oversight Committee: Chair (members: Rappaport, Cogan, DeCotis, McCartney, Vandecruze; all Independent) .
  • Valuation Oversight Committee: Chair (members: Rappaport, Cogan, DeCotis, McCartney, Vandecruze) .
  • Governance & Nominating Committee: Member (Chair: DeCotis; members: Rappaport, Cogan, DeCotis, McCartney, Vandecruze) .
  • Contracts Committee: Member (Chair: Cogan; members: Rappaport, Cogan, DeCotis, McCartney, Vandecruze) .
  • Performance Committee: Member (all Trustees; Chair: Rappaport) .
• Attendance: In FY ended June 30, 2024, the PDO Board held 4 regular and 6 special meetings; committees met as follows—Audit (4), Governance (4), Valuation (4), Contracts (3), Performance (5). Each Trustee attended at least 75% of meetings of the Board and their committees .
• Classified Board: At PDO, Class I trustees up for election in 2025; Vandecruze is Class II at PDO and not up for election in 2025 .

Fixed Compensation

• Structure (across PIMCO-Managed Funds): Independent Trustees receive $275,000 annually (payable quarterly). Committee chair fees: Independent Board Chair $100,000; Audit Chair $35,000; Performance Chair $15,000; Valuation Chair $10,000; Contracts Chair $30,000 (all payable quarterly). Interested Trustees receive no compensation from the Funds .
• Allocation: Compensation is allocated among PIMCO-Managed Funds and then pro rata among individual funds based on net assets .

The Trustees do not receive pension or retirement benefits from the Funds or the Fund Complex .

Performance Compensation

• No performance-based or equity-linked director compensation is disclosed; Trustee compensation is cash retainers and chair fees allocated across funds, with reimbursement of meeting-related expenses .

Other Directorships & Interlocks

• Current public/private boards include The Doctors Company, Link Logistics REIT, Resolution Life Group Holdings, Wharton Graduate Executive Board, and Blackstone strategies funds (PE and infrastructure) .
• Potential interlocks: Participation on Blackstone-affiliated vehicles and multiple insurance boards; Governance & Nominating Committee periodically reviews Independent Trustee compensation and Board governance policies to mitigate conflicts .

Expertise & Qualifications

• Finance and insurance expertise via Grace Global Capital; audit committee financial expert designation by the Board .
• Extensive oversight of investment management and insurance company functions across prior and current board roles .

Equity Ownership

• Beneficial Ownership (as of Record Date): PTY—Over $100,000; aggregate holdings across registered investment companies overseen—Over $100,000 .
• PDO holdings: No beneficial ownership disclosed for Vandecruze in PDO as of the Record Date (table does not list PDO for her) .
• Trustees, nominees, and officers as a group beneficially own less than 1% of each Fund’s outstanding shares .

Governance Assessment

• Strengths:
  • Dual committee chair roles (Audit Oversight and Valuation Oversight) signal strong governance presence in financial reporting and valuation controls; Board-designated audit committee financial expert status enhances credibility .
  • Independent status with supermajority Independent Board composition; regular executive sessions with independent counsel; robust committee structure .
  • Attendance threshold met; Board and committees met frequently during FY 2024, evidencing engagement .
• Alignment and compensation:
  • Compensation structure is cash-only, with transparent chair fees, and no equity grants, pensions, or retirement benefits from the Funds—reduces pay complexity and potential misalignment from equity repricing .
  • No PDO share ownership disclosed; material PTY holdings may indicate alignment within the PIMCO Closed-End Fund ecosystem, but lack of disclosed PDO holdings reduces direct “skin-in-the-game” alignment specific to PDO .
• Potential risk indicators:
  • Workload/overboarding considerations: Oversees 30 portfolios and chairs two core committees; while common in fund complexes, sustained workload should be monitored for effectiveness and bandwidth .
  • Related-party safeguards: As Audit Chair, approves auditor non-audit services for certain affiliates (including the Manager) with attention to independence—role is a mitigant, but interactions with manager-affiliated services warrant continued oversight .
• Red flags observed: None disclosed regarding pledging, related-party transactions, legal proceedings, tax gross-ups, or option repricing; trustees generally do not attend shareholder meetings .