David Flattum

About David Flattum

David Flattum (year of birth: 1964) is an Interested Trustee of PFN (PIMCO Income Strategy Fund II), appointed effective December 1, 2024; he is currently nominated for election as a Class I Trustee with a term running to the annual meeting held during the 2026–2027 fiscal year . He serves as a consultant to PIMCO (since 2023) and previously was PIMCO’s Global General Counsel (2006–2023) and General Counsel/Chief Operating Officer of Allianz Asset Management of America (2001–2006) . By virtue of his affiliation with PIMCO, he is deemed an “Interested Trustee” under the 1940 Act; he receives no compensation from the Funds for board service and is compensated by the Manager or its affiliates instead .

Past Roles

External Roles

Board Governance

• Independence status: Interested Trustee due to PIMCO affiliation (not independent); does not receive compensation from the Funds .
• PFN board structure: 7 trustees, ~71% independent; Independent Chair; Independent Trustees meet outside management and are advised by independent counsel .
• Classified board: PFN trustees are divided into Classes I–III; Flattum is Class I; his term, if elected, runs to the annual meeting during the 2026–2027 fiscal year .
• Committee architecture and chairs:
  • Audit Oversight Committee: Independent-only (Chair: E. Grace Vandecruze) .
  • Governance & Nominating Committee: Independent-only (Chair: Deborah A. DeCotis) .
  • Valuation Oversight Committee: Independent-only (Chair: E. Grace Vandecruze) .
  • Contracts Committee: Independent-only (Chair: Sarah E. Cogan) .
  • Performance Committee: All trustees, including Flattum (Chair: Alan Rappaport) .
• Attendance and engagement (fund-level): In FY ended June 30, 2024, PFN held 4 regular and 4 special board meetings; each committee met 3–5 times; each Trustee attended at least 75% of the board/committee meetings on which they served. Note: Flattum was appointed Dec 1, 2024 (after FY 2024), so this fund-level attendance disclosure predates his appointment .

Committee assignment summary (PFN)

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Portfolios overseen within the PIMCO-Managed Fund complex: 30 portfolios (Closed-End, Interval Funds, and PMAT) .
• Other public boards: None disclosed; no external public company interlocks identified .

Expertise & Qualifications

• Core expertise: Senior legal and governance leadership in asset management; experience as Global General Counsel at PIMCO and GC/COO at Allianz AM of America .
• Fund oversight role: Member of the Performance Committee that reviews fund performance and manager philosophy/personnel changes .
• Interested Trustee designation signals domain expertise but also an affiliation with the Manager (PIMCO) .

Equity Ownership

Note: Outstanding PFN common shares at Record Date were 93,356,454.48, but no individual trustee or officer group owned ≥1% of any Fund; trustees/officers as a group owned less than 1% of each Fund .

Governance Assessment

• Positive indicators

  • Independent-majority board (≈71%) with an Independent Chair; key oversight committees (Audit, Governance/Nominating, Valuation, Contracts) are restricted to Independent Trustees, supporting checks on management influence .
  • Robust committee coverage including a dedicated Performance Committee (all trustees), indicating structured oversight of investment results and manager changes .
  • Board and committees met frequently (8 board meetings; committees met 3–5 times) in FY 2024, with all trustees meeting the ≥75% attendance threshold (though this predates Flattum’s appointment) .

• Risk indicators and red flags

  • Interested Trustee status: Flattum is a current PIMCO consultant; he is therefore an “Interested” trustee and not independent. This creates an inherent conflict in overseeing the Manager (PIMCO) while being compensated by it, even though he receives no fees from the Funds .
  • Alignment: No PFN or fund-family beneficial ownership reported for Flattum as of the Record Date, which limits “skin-in-the-game” alignment relative to Independent Trustees who often hold fund shares .
  • Classified board and “Continuing Trustees” provisions can entrench the board and raise the bar for shareholder-driven changes (certain extraordinary actions require supermajority unless approved by a majority of the Board and 75% of Continuing Trustees), potentially limiting investor influence during periods of underperformance .

• Overall implications

  • Flattum brings deep legal and regulatory expertise in asset management that can enhance oversight of complex fixed-income strategies and compliance. However, his Interested status and lack of disclosed PFN/fund-family holdings reduce independence and alignment. Mitigants include the independent composition of critical committees and independent board leadership, which are important for investor confidence in governance around conflicts with the external Manager .