Kathleen McCartney
About Kathleen A. McCartney
Kathleen A. McCartney (born 1955) is an Independent Trustee of PFN (PIMCO Income Strategy Fund II), serving since 2022. She is President (since 2020) and Director (since 2013) of Five Colleges, Inc., and President Emerita of Smith College (since 2023), with prior senior roles in higher education governance including Dean of the Harvard Graduate School of Education (2006–2013) . Her trustee class designation for PFN is Class III .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith College | President | 2013–2023 | Led institutional governance and strategy |
| Harvard Graduate School of Education | Dean | 2006–2013 | Academic leadership and administration |
| Tufts University | Trustee | 2007–2013 | Board oversight |
| American Council on Education | Director | 2015–2019 | National higher-ed advocacy and governance |
| Consortium on Financing Higher Education | Director | 2015–2019 | Higher-ed finance oversight |
| edX | Director | 2012–2013 | Online education platform governance |
| Bellwether Education Partners | Director | 2010–2013 | Non-profit governance |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Five Colleges, Inc. | President; Director | President since 2020; Director since 2013 | Consortium governance and coordination |
| Public company boards (last 5 years) | — | — | None reported |
Board Governance
- Independence: McCartney serves as an Independent Trustee; both the Audit Oversight Committee and Governance & Nominating Committee are composed solely of Independent Trustees and list McCartney as a member .
- Committee Memberships:
- Audit Oversight Committee member; Chair is E. Grace Vandecruze .
- Governance & Nominating Committee member; Chair is Deborah A. DeCotis .
- Attendance and engagement: For PFN FY ended June 30, 2024, the Board held 4 regular and 4 special meetings; Audit (4), Governance (4), Valuation (4), Contracts (3), Performance (5). Each Trustee attended at least 75% of Board and committee meetings served .
- Board structure: PFN Trustees are classified (Class I/II/III) with staggered terms; McCartney is designated Class III for PFN . All Trustees are “Continuing Trustees” under the Declaration, which affects shareholder vote thresholds for extraordinary actions .
Fixed Compensation
- Structure: Independent Trustees receive an annual $275,000 cash retainer across PIMCO-Managed Funds (allocated pro rata by fund net assets). Committee chair adders: Audit $35,000; Performance $15,000; Valuation $10,000; Contracts $30,000; Independent Chair +$100,000. Trustees are reimbursed for meeting-related expenses. No pensions/retirement benefits are provided by the Funds .
- PFN-specific aggregate cash paid FY ended June 30, 2024: $7,488 to McCartney .
- Fund complex total cash paid CY 2024: $275,000 to McCartney .
| Item | Amount | Notes |
|---|---|---|
| PFN – Aggregate Compensation (FY ended 6/30/2024) | $7,488 | Pro rata allocation methodology per fund net assets |
| Total from Funds and Fund Complex (CY 2024) | $275,000 | Base retainer across PIMCO-Managed Funds |
| Committee Chair Fees Received | N/A | McCartney not listed as chair; chair rates disclosed |
Performance Compensation
- No equity-based or performance-conditioned awards (RSUs/PSUs/options) are disclosed for Independent Trustees; compensation is cash-based with role/chair differentials. No performance metrics tied to director pay are disclosed .
| Metric Category | Disclosure | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | — |
| Option awards | None disclosed | — |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for Trustees | — |
| Clawback/Change-of-control | Not disclosed for Trustees | — |
Other Directorships & Interlocks
| Type | Entity | Potential Interlock/Conflict |
|---|---|---|
| Public company board (current) | None | No public company interlock reported |
| Non-profit/academic boards | Five Colleges, Inc.; prior ACE, COFHE, edX, Bellwether | Non-commercial governance; low direct conflict with PFN |
Expertise & Qualifications
- Governance and leadership expertise from higher-education institutions; founding/early oversight of edX highlights exposure to digital platforms. Background emphasizes organizational governance, stakeholder engagement, and policy .
Equity Ownership
- PFN share ownership: McCartney reports “None” dollar range in PFN as of record date .
- Aggregate holdings across the “family of investment companies”: “Over $100,000” .
- Independence from adviser/underwriter securities: Independent Trustees (including McCartney) did not knowingly own beneficially securities of the investment adviser/principal underwriter or their control affiliates as of the record date .
| Holding Category | PFN | Aggregate Family of Investment Companies |
|---|---|---|
| Dollar Range of Equity Securities | None | Over $100,000 |
| Pledging/Hedging | Not disclosed | — |
Governance Assessment
- Strengths: Independent Trustee status; active committee service on Audit and Governance; satisfactory attendance; board chaired by an Independent Trustee; robust committee infrastructure and charters in place .
- Alignment concerns: No direct PFN share ownership reported; compensation is fully cash-based at the fund-complex level without equity/duration-based alignment mechanisms for Trustees—typical for closed-end funds but reduces “skin-in-the-game” optics .
- Conflicts/related-party: No beneficial holdings in adviser/underwriter; no related-party transactions disclosed involving McCartney; public-company interlocks not reported, lowering conflict risk .
- Overall: Governance profile reflects independence and committee engagement, with a conventional closed-end fund compensation structure. The primary investor-confidence flag is the absence of PFN share ownership, partially offset by aggregate investment across the broader fund family .