Grace Vandecruze
About Grace Vandecruze
E. Grace Vandecruze (born 1963) is an Independent Trustee of PFN and has served on the PIMCO-managed closed-end fund boards since 2021; she is Founder and Managing Director of Grace Global Capital LLC, a strategic advisory firm to the insurance industry (since 2006), and has extensive board experience across insurance and infrastructure investment entities . She currently serves as Chair of the Audit Oversight Committee for each PIMCO-managed fund, including PFN, and is a member of the Governance & Nominating Committee; she meets NYSE audit committee independence standards and is designated an “Independent Trustee” under the 1940 Act . During PFN’s FY ended June 30, 2024, the Board held 4 regular and 4 special meetings; each Trustee attended at least 75% of Board and committee meetings, indicating baseline engagement . She oversees 30 portfolios within the fund complex, reflecting a significant governance workload and breadth of oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Global Capital LLC | Founder & Managing Director | 2006–present | Insurance sector strategic advisory leadership |
| ShoulderUp Technology Acquisition Corp (SPAC) | Chief Financial Officer | 2021–2023 | Finance leadership; de-SPAC/capital markets experience |
| Resolution Holdings | Director | 2015–2019 | Insurance industry governance |
| M Financial Group | Director; Audit Committee and Wealth Solutions Advisory Committee Member | 2015–2021 | Audit and advisory committee experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Doctors Company (medical malpractice insurer) | Director | 2020–present | Insurance sector board governance |
| Link Logistics REIT | Director | 2021–present | Real assets/logistics governance |
| Resolution Life Group Holdings | Director; Investment & Risk Committee Member | 2021–present | Global life insurance risk oversight |
| Wharton Graduate Executive Board | Director | N/A | Business education governance |
| Blackstone Private Equity Strategies Fund L.P. | Director | 2023–present | Private markets oversight |
| Blackstone Infrastructure Strategies Fund, L.P. | Director | 2024–present | Infrastructure investment oversight |
Board Governance
- Committee assignments (PFN and sister funds): Chair, Audit Oversight Committee; Member, Governance & Nominating Committee; all Audit Committee members, including Vandecruze, are independent under NYSE standards .
- Independence status: Identified as an Independent Trustee/Nominee in the proxy summary .
- Attendance: PFN’s Board held 4 regular and 4 special meetings in FY ended June 30, 2024; each Trustee attended at least 75% of Board and relevant committee meetings .
- Years of service: Trustee since 2021 across the PIMCO-managed closed-end funds .
- Portfolios overseen: 30 in the fund complex .
Fixed Compensation
PFN and the PIMCO-Managed Funds compensate Independent Trustees on a standardized, cash-only structure; no pensions or retirement benefits from the Funds or Fund Complex.
| Component | Amount | Notes |
|---|---|---|
| Base annual compensation (Independent Trustees; Fund Complex) | $275,000 | Payable quarterly |
| Audit Oversight Committee Chair retainer | $35,000 | Additional; payable quarterly |
| Independent Board Chair retainer | $100,000 | Additional; if applicable (not specific to Vandecruze) |
| Other committee chair retainers | $10,000–$30,000 | Valuation Oversight ($10k), Performance ($15k), Contracts ($30k) |
| PFN aggregate compensation (FY ended 6/30/2024) | $7,774 | PFN’s allocated share of Trustee compensation |
| PDI aggregate compensation (FY ended 6/30/2024) | $59,302 | Example of larger fund allocation |
| Total compensation from Funds/Fund Complex (CY 2024) | $302,500 | Total paid to Vandecruze across the complex |
| Pension/retirement benefits | None | “Trustees do not currently receive any pension or retirement benefits” |
Notes:
- Trustee pay is allocated among PIMCO-Managed Funds by fixed percentages and then pro rata by fund net assets; officers/Interested Trustees are paid by the Manager, not the Funds .
Performance Compensation
No performance-based compensation, equity awards, options, or incentive metrics are disclosed for Independent Trustees of PFN.
| Item | Disclosure |
|---|---|
| Annual/long-term incentives (metrics, targets) | Not disclosed/applicable for Independent Trustees |
| Equity awards (RSUs/PSUs), options, vesting, strike, expirations | Not disclosed/applicable for Independent Trustees |
| Clawbacks, tax gross-ups, severance/CoC terms | Not disclosed/applicable for Independent Trustees |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Doctors Company | Insurance | Director | Insurance industry expertise; no related-party transactions disclosed |
| Link Logistics REIT | REIT (logistics) | Director | Blackstone-affiliated REIT; see Blackstone fund roles below |
| Resolution Life Group Holdings | Insurance | Director; Investment & Risk Committee | Insurance liabilities/investment oversight |
| Blackstone Private Equity Strategies Fund L.P. | Private fund | Director | Private markets governance; no PFN related-party transactions disclosed |
| Blackstone Infrastructure Strategies Fund, L.P. | Private fund | Director | Infrastructure investments; no PFN related-party transactions disclosed |
| Wharton Graduate Executive Board | Non-profit/academic | Director | Business education governance |
No related-party transactions or beneficial ownership in PIMCO’s investment adviser/underwriter (or their control affiliates) by Independent Trustees were reported as of the Record Date .
Expertise & Qualifications
- Domain expertise: Insurance sector finance and risk, board-level audit oversight, private markets/infrastructure governance .
- Financial oversight: Chair of Audit Oversight Committee across funds; committee responsible for auditor selection, audit scope, and approval of audit and permitted non-audit services while monitoring auditor independence .
- Board governance: Member, Governance & Nominating Committee; the committee reviews board governance policies, board/committee composition, and periodically reviews Trustee compensation .
Equity Ownership
| Fund | Dollar Range of Equity Securities Beneficially Owned (as of Record Date) |
|---|---|
| PFL (PIMCO Income Strategy Fund) | Over $100,000 |
| RCS (PIMCO Strategic Income Fund, Inc.) | $10,001–$50,000 |
| PFN (PIMCO Income Strategy Fund II) | Not listed for Vandecruze in the dollar-range table; the proxy specifies ranges for other funds under her name but does not include PFN |
| Aggregate across family of registered funds overseen | Over $100,000 |
Notes:
- Securities are valued as of the Record Date; table presents ranges, not share counts .
- The proxy does not present a PFN dollar-range entry for Vandecruze; only PFL and RCS are listed under her name in the extract provided .
Governance Assessment
Key positives:
- Independent Trustee, Chair of Audit Oversight Committee, and member of Governance & Nominating Committee—strong alignment with robust financial oversight and board process .
- Meets NYSE audit committee independence criteria; the committee charter and functions emphasize auditor independence and comprehensive oversight .
- Attendance met or exceeded the 75% threshold for PFN Board/committee meetings in FY2024, indicating baseline engagement .
Watch items / potential investor considerations:
- Ownership alignment: The proxy shows Vandecruze’s disclosed ranges include PFL and RCS, but does not list PFN under her entry; lack of a disclosed PFN position may be viewed by some investors as weaker “skin in the game” specifically for PFN (caveat: the table reports ranges and may omit very small holdings) .
- Workload: Oversees 30 portfolios across the PIMCO fund complex; while common for fund complexes, this breadth can stretch director capacity and merits monitoring for meeting attendance and audit oversight quality over time .
- External affiliations: Service on Blackstone-affiliated funds and Link Logistics REIT underscores sophisticated private markets expertise; no PFN-related party transactions were disclosed and Independent Trustees were reported not to beneficially own securities of the adviser/underwriter or their control affiliates as of the Record Date, mitigating direct conflict concerns based on proxy disclosures .
No red flags disclosed in the proxy regarding related-party transactions, legal proceedings, hedging/pledging, option repricing, or say-on-pay outcomes (not applicable for this fund board) .
Appendix: Meeting Cadence (PFN FY ended June 30, 2024)
- Board meetings: 4 regular; 4 special .
- Committee meetings: Audit (4), Governance & Nominating (4), Valuation Oversight (4), Contracts (3), Performance (5) .
- Attendance: Each Trustee attended at least 75% of applicable meetings .