Alan Rappaport

About Alan Rappaport

Alan Rappaport (year of birth: 1953) is an Independent Trustee of PIMCO Income Strategy Fund II (PFN), serving since 2012. He brings senior executive experience in financial services, having formerly served as Chairman and President of the Private Bank of Bank of America, Vice Chairman of U.S. Trust, and as an Advisory Director at an investment firm; he is also a Director of Victory Capital Holdings, Inc. (since 2013), and has held academic roles at NYU Stern and Stanford GSB . He is nominated as a Class I Trustee for PFN, with the term expiring at the annual meeting held during the 2026–2027 fiscal year if elected .

Past Roles

External Roles

Board Governance

• Classification and term: For PFN, Rappaport is nominated as a Class I Trustee; if elected, his term runs to the annual meeting during the 2026–2027 fiscal year .
• Independence: He is presented among Independent Trustees/Nominees and serves on committees composed solely of Independent Trustees; Audit Oversight Committee members meet NYSE independence standards .
• Committee memberships:
  • Audit Oversight Committee: Member; chaired by E. Grace Vandecruze; provides oversight of internal/external accounting, auditor selection, and auditor independence. All members are independent per NYSE listing standards .
  • Governance and Nominating Committee: Member; chaired by Deborah A. DeCotis; advises on Board governance, nominations, and periodically reviews Independent Trustee compensation structure .
• Attendance and engagement: During FY ended June 30, 2024, the PFN Board held 4 regular and 4 special meetings; committees met multiple times. Each Trustee (including Rappaport) attended at least 75% of PFN Board and committee meetings where they served .
• Classified board signal: The classified structure can delay changing the Board majority, promoting continuity but potentially reducing shareholder ability to effect change quickly .

Fixed Compensation

• Structure (Fund Complex): Independent Trustees receive an annual cash retainer of $275,000, plus chair premia: Independent Chair +$100,000; Audit Chair +$35,000; Performance Chair +$15,000; Valuation Chair +$10,000; Contracts Chair +$30,000; expenses reimbursed. Costs are allocated across PIMCO-managed funds by fixed percentages and then pro rata by fund net assets .
• PFN-specific and aggregate amounts (FY/Calendar): | Metric | Amount | Period | |---|---|---| | Aggregate Compensation from PFN (Rappaport) | $7,842 | Fiscal year ended June 30, 2024 | | Total Compensation from Funds and Fund Complex (Rappaport) | $290,000 | Calendar year ended December 31, 2024 |

Notes:

• Interested Trustees (e.g., Cantrill, Flattum) do not receive compensation from the Funds; fund officers are compensated by the Manager .

Performance Compensation

• No performance-based compensation (bonuses, RSUs/PSUs, options), severance, change-of-control, clawbacks, or equity plans are disclosed for Trustees in the proxy; compensation disclosure focuses on fixed cash retainers and chair fees . | Performance Metric | Disclosure | |---|---| | Bonus/Annual Incentive | Not disclosed for Trustees | | Equity Awards (RSUs/PSUs/Options) | Not disclosed for Trustees | | Severance / CIC / Clawbacks | Not disclosed for Trustees |

Other Directorships & Interlocks

Expertise & Qualifications

• Senior executive experience in private banking and wealth management (Bank of America Private Bank/U.S. Trust), and investment advisory roles (Roundtable Investment Partners) .
• Public company board experience (Victory Capital Holdings, Inc.) and extensive registered fund governance (Allianz Funds; Virtus Closed-End Funds) .
• Academic credentials through longstanding faculty roles (NYU Stern Adjunct Professor; Stanford GSB Lecturer) .
• Determined independent by Board standards; serves on Audit Oversight and Governance & Nominating committees .

Equity Ownership

• Individual holdings (dollar ranges as of Record Date): | Fund | Dollar Range (Rappaport) | |---|---| | PIMCO Dynamic Income Fund (PDI) | $50,001–$100,000 | | PIMCO Dynamic Income Strategy Fund (PDX) | $10,001–$50,000 | | PIMCO Income Strategy Fund (PFL) | $10,001–$50,000 | | PFN | Not listed for Rappaport in Trustee ownership table | | Aggregate across registered investment companies overseen | Over $100,000 |

• Ownership concentration: Trustees/nominees and officers as a group individually owned less than 1% of each Fund’s outstanding shares as of Record Date .

Governance Assessment

• Positives:

  • Independent Trustee with relevant financial services and asset management expertise; sits on key oversight committees (Audit and Governance), enhancing board effectiveness .
  • Attendance threshold met (≥75%) across PFN Board and committees, indicating engagement .
  • Governance Committee charter explicitly mandates periodic review of Independent Trustee compensation and scrutiny of relationships that might impair independence—supportive of governance quality .

• Considerations/Red Flags to monitor:

  • Classified board structure promotes continuity but may entrench incumbents and slow shareholder-led change; investors should weigh continuity benefits vs. responsiveness .
  • External directorship at a public asset manager (Victory Capital) implies industry overlap; while independence is affirmed, investors may monitor for potential conflicts or information flow risks (none disclosed) .
  • The proxy does not disclose any PFN share ownership by Rappaport (while he holds positions in other PIMCO funds), which may indicate lower direct “skin in the game” for PFN specifically; however, trustees as a group own <1% across funds .

Overall, Rappaport’s financial industry leadership, public board experience, and committee roles support board oversight quality. The classified board and modest PFN-specific ownership are neutral-to-cautionary signals that investors should balance against his long tenure and committee engagement .