Deborah DeCotis
About Deborah A. DeCotis
Deborah A. DeCotis (born 1952) is the Independent Chair of the Board and Trustee of PIMCO Municipal Income Fund II (PML), serving as Chair since 2019 and Trustee since 2011. She is currently redesignated to Class I for election by Preferred Shareholders; if elected, her term would expire at the annual meeting held during the 2027 fiscal year. She oversees 24 portfolios in the PIMCO Fund Complex and brings senior investment banking and board oversight experience to the role.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley & Co., Inc. | Advisory Director | Since 1996 | Senior investment banking oversight experience |
| Circle Financial Group | Member | Since 2009 | Investor network participation |
| Council on Foreign Relations | Member | Since 2013 | Policy and global affairs engagement |
| Smith College | Trustee | Since 2017 | Higher education governance |
| Watford Re | Director | Since 2017 | Insurance board oversight |
| Cadre Inc. (safety equipment manufacturer) | Director | Since 2022 | Manufacturing governance |
| Memorial Sloan Kettering | Co-Chair, Special Projects Committee | 2005–2015 | Major nonprofit governance |
| Stanford University | Trustee | 2010–2015 | Higher education governance |
| LaLoop LLC (retail accessories) | Principal | 1999–2014 | Retail operations and leadership |
| Helena Rubenstein Foundation | Director | 1997–2010 | Philanthropy governance |
| Armor Holdings | Director | 2002–2010 | Public company board oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Allianz Funds | Trustee | 2011–2021 |
| Virtus Funds | Trustee | 2021–Present |
Board Governance
- Board structure: Eight Trustees; six are Independent Trustees (~75% of the Board). An Independent Trustee serves as Chair; DeCotis is the current Board Chair. Independent Trustees meet outside management and have independent legal counsel. Classified board structure staggers elections across Classes I–III.
- Election status: DeCotis is redesignated to Class I for election by Preferred Shareholders; if elected, her term would expire in the 2027 fiscal year.
- Attendance: During FY 2024, the Board held 4 regular and 3 special meetings; all Trustees attended at least 75% of Board and committee meetings for the Funds.
Committee Assignments and Roles
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit Oversight Committee | Member (Independent Trustee) | Chair: E. Grace Vandecruze | Oversees auditors; all members meet NYSE audit independence standards. |
| Governance & Nominating Committee | Member (Independent Trustee) | Chair: Deborah A. DeCotis | Advises on governance, screening/nomination of Independent Trustees, reviews Trustee compensation structure. |
| Valuation Oversight Committee | Member (Independent Trustee) | Chair: E. Grace Vandecruze | Oversees fair value procedures; Manager designated valuation designee under Rule 2a‑5. |
| Contracts Committee | Member (Independent Trustee) | Chair: Sarah E. Cogan | Reviews adviser/administrator/distributor contracts and fees. |
| Performance Committee | Member (All Trustees) | Chair: Alan Rappaport | Reviews Fund performance and manager changes. |
Fixed Compensation
- Structure: Independent Trustees receive $275,000 per year; the Independent Chair receives an additional $100,000 per year. Committee chair fees: Audit $35,000; Performance $15,000; Valuation $10,000; Contracts $30,000; Trustees reimbursed for meeting expenses.
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Independent Trustee retainer | $275,000 | Fixed cash retainer |
| Independent Chair premium | $100,000 | Fixed cash premium (DeCotis) |
| Committee chair fees applicable to DeCotis | N/A | Governance & Nominating Chair fee not specified; other chair fees listed for Audit/Performance/Valuation/Contracts only |
| Total compensation from Funds/Fund Complex (CY 2024) | $375,000 | Sum consistent with retainer + Chair premium |
| Aggregate compensation from PML (FY 2024) | $15,170 | Fund-level allocation for PML |
Performance Compensation
- No equity or performance-linked compensation is disclosed for Independent Trustees; compensation is described as cash retainers and chair fees. No pension or retirement benefits are provided by the Funds or Fund Complex.
| Metric-Linked Pay Element | Presence | Details |
|---|---|---|
| Equity grants (RSUs/PSUs) | Not disclosed | No equity program for Independent Trustees in proxy narrative |
| Options/vesting schedules | Not disclosed | — |
| Performance metrics (TSR/revenue/EBITDA/ESG) | Not disclosed | — |
| Clawbacks/COC provisions | Not disclosed | — |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Notes |
|---|---|---|
| Morgan Stanley & Co., Inc. | Advisory Director (since 1996) | Morgan Stanley Smith Barney held 10.70% of PML common shares outstanding on record date via omnibus accounts; appearance of interlock but no related-party transactions disclosed. |
| Watford Re | Director (since 2017) | Insurance industry experience; no PML transactions disclosed. |
| Cadre Inc. | Director (since 2022) | Manufacturing; no PML transactions disclosed. |
| Virtus Funds | Trustee (2021–Present) | Investment company governance; independent status maintained. |
Expertise & Qualifications
- Senior investment banking background as former Morgan Stanley Managing Director; extensive board experience including Stanford GSB, Armor Holdings, and Helena Rubenstein Foundation.
- Qualified by governance experience across multiple investment companies in the PIMCO complex; contributes to board’s mix of skills in investment management oversight.
Equity Ownership
| Holding Category | PML (Fund-level) | Aggregate across Family of Investment Companies |
|---|---|---|
| Dollar range of equity securities | None | Over $100,000 |
| Notes | Valued as of record date; Independent Trustees did not knowingly own beneficially securities of the adviser/underwriter or controlled affiliates (other than registered investment companies). |
Governance Assessment
- Strengths: Independent Chair since 2019; supermajority independent board; independent-only membership on key oversight committees; regular independent sessions with independent counsel; robust committee structure covering audit, valuation, contracts, performance, and governance.
- Alignment: Compensation is fixed cash with no equity; DeCotis holds over $100,000 aggregate across the family of PIMCO-managed funds but reports no holdings in PML specifically—partial alignment via complex-wide exposure rather than PML-specific ownership.
- Engagement: FY 2024 attendance at least 75% for all Trustees; DeCotis chairs Governance & Nominating and the overall Board, indicating active oversight.
RED FLAGS
- Classified board structure may reduce shareholder ability to change board composition quickly, potentially dampening investor influence.
- No PML-specific ownership reported by DeCotis (dollar range “None”), which can be viewed as weaker fund-specific alignment despite complex-wide holdings.
Notes on Independence and Conflicts
- DeCotis is an Independent Trustee under the 1940 Act; all members of the Audit Oversight Committee meet NYSE independence standards. No related-party transactions or adviser/underwriter security holdings by Independent Trustees are indicated.
Fund Voting and Shareholder Context
- Preferred Shareholders vote exclusively on DeCotis’s Class I election; if elected, her term runs to the annual meeting in the 2027 fiscal year.