David Flattum
About David Flattum
David Flattum (born 1964) is an Interested Trustee of PIMCO Municipal Income Fund (PML), appointed to the Boards of the PIMCO-Managed Funds effective December 1, 2024. He retired as PIMCO’s Global General Counsel at the end of 2023 and continues as a consultant to PIMCO; he previously served as General Counsel and COO of Allianz Asset Management of America and was a partner at Latham & Watkins specializing in M&A. He serves on the Performance Committee and is designated an “interested person” due to his affiliation with PIMCO and its affiliates.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PIMCO | Global General Counsel | 2006–2023 | Chair of PIMCO’s Audit, Risk, Conflicts, and Pricing Committees; Chief Legal Officer for the PIMCO Funds |
| Allianz Asset Management of America | General Counsel and Chief Operating Officer | 2001–2006 | Senior legal and operational leadership |
| Latham & Watkins | Partner (M&A) | Not disclosed | Specialized in mergers and acquisitions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other directorships in past five years |
Board Governance
- Independence: Classified as an Interested Trustee due to PIMCO affiliation; does not receive compensation from the Funds for trustee service.
- Committee assignments: Member, Performance Committee (Chair: Alan Rappaport). Not listed on Valuation Oversight or Contracts Committees; those committees are chaired by E. Grace Vandecruze and Sarah E. Cogan, respectively.
- Attendance: During FY 2024, each Trustee attended at least 75% of Board and applicable committee meetings.
- Tenure: Appointed Trustee of each Fund effective December 1, 2024; listed as Class III trustee.
| Governance Item | Details |
|---|---|
| Performance Committee | Member; reviews fund performance and changes in Manager’s philosophy, approach and personnel. Chair: Alan Rappaport. |
| Valuation Oversight Committee | Membership not including Flattum; Chair: E. Grace Vandecruze; oversees fair valuation procedures and Manager as Valuation Designee under Rule 2a-5. |
| Contracts Committee | Membership not including Flattum; Chair: Sarah E. Cogan; reviews adviser/sub-adviser/administrator/underwriter performance and fee reasonableness; recommends approvals/continuances. |
| FY2024 Meetings | Board: 4 regular, 3 special; Audit Oversight: 4; Governance & Nominating: 4; Valuation Oversight: 4; Contracts: 3; Performance: 4. |
| Attendance | Each Trustee attended ≥75% of applicable meetings (Board + committees). |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Compensation from PML/Funds for trustee service | $0 | Interested Trustees (including Flattum) do not receive compensation from the Funds; they are compensated by the Manager or affiliates. |
| Pension/retirement benefits from Funds | None | Trustees do not currently receive pension or retirement benefits from the Funds or Fund Complex. |
Performance Compensation
| Metric/Plan | Details |
|---|---|
| Performance-based compensation from Funds | None disclosed; Interested Trustees serve without compensation from the Funds (no disclosed PSU/RSU/options or performance metrics tied to fund compensation). |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in past five years. |
Expertise & Qualifications
- Legal and governance expertise: Former Global General Counsel at PIMCO; prior partner at Latham & Watkins (M&A), with leadership across audit, risk, conflicts, and pricing oversight.
- Asset management operations: Former GC/COO at Allianz Asset Management of America.
- Fund oversight experience: Chief Legal Officer for PIMCO Funds; current Performance Committee member.
Equity Ownership
| Holding Category | PML | Aggregate across “Family of Investment Companies” | Notes |
|---|---|---|---|
| Dollar range of equity securities beneficially owned | None | None | Securities valued as of the Record Date; “Family of Investment Companies” definition provided in proxy. |
Governance Assessment
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Independence and conflicts: Flattum is an Interested Trustee and current PIMCO consultant, creating a potential conflict of interest in oversight of the Manager; however, the Valuation and Contracts Committees are chaired by independent trustees, which provides structural mitigants.
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Board effectiveness: Presence on the Performance Committee suggests engagement with fund results and Manager changes; meeting cadence is robust (4 regular + 3 special Board meetings in FY2024), and Trustees met the ≥75% attendance threshold.
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Ownership alignment: No disclosed beneficial ownership in PML or across the PIMCO family of investment companies, limiting “skin in the game” alignment. This is a potential weakness for investor confidence.
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Compensation signals: Receives no compensation from the Funds; compensation by the Manager is not disclosed in the proxy, limiting transparency into incentives and potential alignment/conflict considerations.
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RED FLAGS
- Interested Trustee status and ongoing consulting relationship with PIMCO (funds’ investment manager), indicating related-party exposure and diminished independence.
- No personal holdings in PML or the broader family of funds, reducing ownership alignment.
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Mitigants
- Independent chairs for key oversight committees (Valuation Oversight, Contracts), and an audit committee financial expert (Vandecruze) in leadership roles.
- Documented committee responsibilities around valuation, contracts, and performance, and acceptable attendance thresholds met.
Implication for investors: Oversight of Manager performance is partially balanced by independent committee leadership, but Flattum’s Interested Trustee status and lack of fund ownership merit heightened monitoring for conflicts and alignment with shareholder interests.