Kathleen McCartney
About Kathleen McCartney
Kathleen McCartney (born 1955) is an Independent Trustee of PIMCO Dynamic Income Opportunities Fund (PDO) and has served on the PIMCO-managed boards since 2022. She is President Emerita of Smith College (served as President 2013–2023) and currently serves as Director (since 2013) and President (since 2020) of Five Colleges, Inc., a consortium of liberal arts colleges and universities . Within the PIMCO fund complex, she oversees 30 portfolios, reflecting broad governance exposure across closed-end and interval funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith College | President; President Emerita | President 2013–2023; Emerita since 2023 | Led a major liberal arts institution; significant executive oversight |
| Harvard Graduate School of Education | Dean | 2006–2013 | Academic and administrative leadership of HGSE |
| Tufts University | Trustee | 2007–2013 | Nonprofit board governance |
| edX | Director | 2012–2013 | Early governance at online course provider; technology education oversight |
| American Council on Education | Director | 2015–2019 | Higher education policy/governance |
| Consortium on Financing Higher Education | Director | 2015–2019 | Strategic oversight of higher-ed financing |
| Bellwether Education Partners | Director | 2010–2013 | Nonprofit strategy and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five Colleges, Inc. | Director; President | Director since 2013; President since 2020 | Consortium governance and operations leadership |
| Smith College | President Emerita | Since 2023 | Continued advisory stature post-presidency |
| Nonprofit Boards (ACE, COFHE, edX, Bellwether) | Director | Various (2010–2019) | Broad nonprofit governance experience |
Board Governance
- Independence and Class: McCartney is an Independent Trustee; for PDO her board class is Class II (not up for election at the April 25, 2025 meeting) .
- Committee assignments: She serves on all standing committees: Audit Oversight, Governance & Nominating, Valuation Oversight, Contracts, and Performance; she is not listed as a chair of any committee .
- Committee chairs: Audit Oversight (Chair: E. Grace Vandecruze), Governance & Nominating (Chair: Deborah A. DeCotis), Valuation Oversight (Chair: E. Grace Vandecruze), Contracts (Chair: Sarah E. Cogan), Performance (Chair: Alan Rappaport) .
- Attendance: For FY ended June 30, 2024, each Trustee (including McCartney) attended at least 75% of Board and committee meetings at PDO; the Board held 4 regular and 6 special meetings; committees met 3–5 times each .
- Board structure: PDO’s Board has 7 Trustees with ~71% Independent; an Independent Chair leads; Independent Trustees meet in executive session and are advised by independent counsel .
- Continuing Trustees and supermajority protections: Certain extraordinary actions require either 75% shareholder approval or, if approved by a majority of the Board and 75% of Continuing Trustees, only 1940 Act-required votes—enhancing continuity and stability of governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Trustee annual retainer (Fund Complex) | $275,000 | Paid quarterly across PIMCO-managed boards |
| Committee chair premia (if applicable) | Audit: +$35,000; Governance (Contracts): +$30,000; Valuation: +$10,000; Performance: +$15,000 | McCartney is not a chair; no premia apply |
| PDO allocation (FY ended 6/30/2024) | $16,458 | Pro rata allocation by fund net assets |
| Total compensation (calendar 2024) | $275,000 | Aggregate across Fund Complex |
The Funds disclose Independent Trustee compensation is cash-only; Interested Trustees receive no fund compensation .
Performance Compensation
| Metric/Instrument | Disclosure | Terms |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | No equity grants to Independent Trustees |
| Options | None disclosed | No option awards to Independent Trustees |
| Bonus/variable pay | None disclosed | Compensation is fixed retainer plus chair premia |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable | No performance-tied director pay disclosed |
| Clawbacks / change-in-control | Not disclosed | No golden parachutes or gross-ups for Trustees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (past 5 years) | None listed for McCartney |
| Fund complex oversight | Oversees 30 portfolios across PIMCO Closed-End and Interval Funds—common board membership promotes consistent oversight |
| Adviser/underwriter security ownership | Independent Trustees did not knowingly own beneficially securities of the adviser/underwriter or its affiliates, per fund knowledge |
Expertise & Qualifications
- Senior executive experience as President of Smith College; governance leader across nonprofit academic boards .
- Broad committee participation across audit, valuation, contracts, performance, and governance—supports comprehensive oversight at PDO .
- Portfolio breadth (30 funds) provides cross-fund comparatives and continuity benefits .
Equity Ownership
| Holding | Status |
|---|---|
| PDO shares beneficially owned | None (dollar range: None) |
| Aggregate registered investment companies overseen (family) | $1–$10,000 (dollar range) |
| Pledging/hedging | Not disclosed in proxy |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Form 4 filings are separate from the proxy; no transactions provided here . |
Governance Assessment
- Strengths: Independent status; full committee coverage; attendance ≥75%; independent legal counsel; structured committee charters with clear responsibilities; cash-only director pay reduces pay-for-performance distortions .
- Alignment: No PDO share ownership could be viewed as lower “skin-in-the-game,” though many funds discourage director equity to preserve independence; aggregate family holdings minimal ($1–$10,000) .
- Conflicts/RED FLAGS: No related-party transactions disclosed; Independent Trustees did not knowingly own adviser/underwriter securities; no tax gross-ups, option repricing, or parachutes for Trustees identified .
- Structural considerations: Classified board and Continuing Trustee provisions promote continuity but may reduce shareholder ability to rapidly change board composition—monitor investor sentiment and governance trends relative to supermajority thresholds .