Grace Vandecruze
About E. Grace Vandecruze
E. Grace Vandecruze (year of birth 1963) is an Independent Trustee (Class I) of PIMCO Municipal Income Fund II (PML), serving since 2021; she is Founder and Managing Director of Grace Global Capital LLC (since 2006) . She chairs the Audit Oversight Committee and has been designated by the Board as an “audit committee financial expert,” and also chairs the Valuation Oversight Committee . Education credentials were not disclosed in the proxy; her background centers on insurance advisory, board service in insurance/real assets, and prior SPAC CFO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Global Capital LLC | Founder & Managing Director | Since 2006 | Strategic advisory to insurance industry |
| ShoulderUp Technology Acquisition Corp. | Chief Financial Officer | 2021–2023 | SPAC CFO experience |
| Athena Technology Acquisition Corp. | Chief Financial Officer | 2021–2022 | SPAC CFO experience |
| Resolution Holdings | Director | 2015–2019 | Board service |
| M Financial Group (life insurer) | Director; Member, Audit Committee; Member, Wealth Solutions Advisory Committee | 2015–2021 | Audit oversight and advisory committee work |
| SBLI USA (life insurer) | Director | 2015–2018 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Doctors Company (medical malpractice insurer) | Director | Since 2020 | Insurance governance |
| Link Logistics REIT (real estate) | Director | Since 2021 | Industrial real estate platform |
| Resolution Life Group Holdings (global life insurer) | Director; Member, Investment & Risk Committee | Since 2021 | Risk oversight |
| Wharton Graduate Executive Board | Director | Not stated | Business school governance |
| Blackstone Private Equity Strategies Fund L.P. | Director | Since 2023 | Private fund oversight |
| Blackstone Infrastructure Strategies Fund L.P. | Director | Since 2024 | Private fund oversight |
| Other public company directorships (past 5 years) | None | — | As disclosed: “None” |
Board Governance
- Independence: Serves as an Independent Trustee; Audit Oversight Committee members (including Ms. Vandecruze) are “independent” under NYSE standards; the Board has eight trustees, six of whom are independent .
- Committee leadership and memberships (PML/affiliated funds):
- Audit Oversight Committee: Chair; committee composed solely of Independent Trustees .
- Valuation Oversight Committee: Chair .
- Governance & Nominating Committee: Member (committee of Independent Trustees) .
- Contracts Committee: Member .
- Performance Committee: Member (all Trustees) .
- Meeting cadence and attendance: In FY 2024 the Board held 4 regular and 3 special meetings; Audit Oversight met 4x; Governance & Nominating 4x; Valuation Oversight 4x; Contracts 3x; Performance 4x; each Trustee attended at least 75% of the Board/committee meetings on which they served .
- Executive sessions and counsel: Independent Trustees meet outside management and are advised by independent legal counsel .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $275,000 | Payable quarterly |
| Audit Oversight Committee Chair fee | $35,000 | Additional annual; payable quarterly |
| Valuation Oversight Committee Chair fee | $10,000 | Additional annual; payable quarterly |
| Performance Committee Chair fee | $15,000 | Not applicable to Vandecruze (chair is Rappaport) |
| Contracts Committee Chair fee | $30,000 | Not applicable to Vandecruze (chair is Cogan) |
| Meeting fees | None | Trustees reimbursed for meeting-related expenses; no meeting fees disclosed |
| Pension/retirement | None | No pension or retirement benefits from the Funds/Fund Complex |
| Aggregate compensation from PML (FY 2024) | $12,221 | Fund-level allocation |
| Total compensation from Funds and Fund Complex (CY 2024) | $302,500 | As disclosed for Vandecruze |
Performance Compensation
Independent Trustees receive cash retainers and committee chair fees; no performance-based bonuses, equity awards, or performance metrics are disclosed for Trustees.
| Performance Metric | Target/Weight | Outcome | Notes |
|---|---|---|---|
| None disclosed for Independent Trustees | — | — | Compensation is fixed cash retainer plus applicable chair fees; no equity/bonus plan disclosed |
Other Directorships & Interlocks
| Entity | Public company? | Role/Committee | Potential interlock note |
|---|---|---|---|
| The Doctors Company | Not stated | Director | Insurance sector board service |
| Link Logistics REIT | Not stated | Director | Real estate board service |
| Resolution Life Group Holdings | Not stated | Director; Investment & Risk Committee | Insurance sector risk oversight |
| Blackstone Private Equity Strategies Fund L.P. | Not stated | Director | Private fund governance |
| Blackstone Infrastructure Strategies Fund L.P. | Not stated | Director | Private fund governance |
| Other public company boards (past 5 years) | — | None | As disclosed: “None” |
Monitoring note: Service on multiple external boards (including Blackstone-managed private funds) increases the importance of robust conflict screening if any such entities transact with PIMCO-managed funds; the proxy discloses independence and committee roles but does not detail specific related-party transactions in the sections reviewed .
Expertise & Qualifications
- Audit and valuation oversight leadership: Chair of Audit Oversight and Valuation Oversight Committees; designated “audit committee financial expert” by the Board .
- Financial services and insurance expertise: Founder/MD of Grace Global Capital; board roles at The Doctors Company and Resolution Life with risk committee participation .
- Transaction and capital markets familiarity: Prior SPAC CFO roles (ShoulderUp, Athena Technology) .
Equity Ownership
| Holder | Dollar Range in PML | Aggregate Dollar Range across PIMCO “Family of Investment Companies” |
|---|---|---|
| E. Grace Vandecruze | None | Over $100,000 |
Governance Assessment
- Strengths for board effectiveness:
- Independent Trustee with significant oversight responsibilities (chairs Audit Oversight and Valuation Oversight); AOC independence aligned with NYSE standards .
- Board-designated audit committee financial expert, enhancing financial reporting oversight .
- Attendance met the Board’s disclosed threshold (≥75% in FY 2024) alongside robust committee meeting cadence .
- Alignment and incentive considerations:
- Compensation is cash-based (annual retainer plus chair fees) with no equity awards, emphasizing independence; 2024 total compensation was $302,500, with $12,221 allocated from PML .
- Equity ownership: No PML holdings as of the record date, while holding >$100,000 across the PIMCO fund family; for PML specifically, this represents a potential alignment gap for fund-specific exposure .
- Concentration of oversight:
- Holding both Audit Oversight and Valuation Oversight chair roles centralizes key risk/reporting oversight in one director; this structure underscores expertise but warrants ongoing Board succession planning and workload monitoring .
RED FLAGS to monitor
- No PML ownership disclosed (fund-specific alignment) .
- Concentration of committee leadership (Audit Oversight and Valuation Oversight both chaired by Vandecruze) .