Kathleen McCartney
About Kathleen McCartney
- Independent Trustee (Class II) of the PIMCO-Managed closed-end funds complex; Trustee since 2022; term currently designated to expire at the annual meeting held during the 2028 fiscal year .
- Year of birth: 1955; background includes President Emerita of Smith College and prior dean of Harvard Graduate School of Education, with current leadership at Five Colleges, Inc. (Director since 2013; President since 2020) .
- Oversees 24 portfolios in the fund complex .
- Other public company directorships in the past five years: none .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Smith College | President; now President Emerita | President 2013–2023; Emerita since 2023 | Institutional leadership and governance experience |
| Harvard Graduate School of Education | Dean | 2006–2013 | Academic leadership; oversight of complex stakeholders |
| Tufts University | Trustee | 2007–2013 | University governance |
| edX | Director | 2012–2013 | Oversight at online course provider |
| Consortium on Financing Higher Education | Director | 2015–2019 | Higher-ed financing governance |
| American Council on Education | Director | 2015–2019 | National higher-ed policy governance |
| Bellwether Education Partners | Director | 2010–2013 | Strategy and non-profit oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Five Colleges, Inc. (consortium of liberal arts colleges) | Director (2013–present); President (since 2020) | 2013/2020 | Current operating leadership role |
Board Governance
- Independence: Listed as an “Independent Trustee/Nominee”; serves on committees composed solely of Independent Trustees; Audit Oversight Committee members meet NYSE independence standards .
- Committee memberships (no chair roles disclosed for McCartney): Audit Oversight; Governance & Nominating; Valuation Oversight; Contracts; Performance .
- Committee chairs: Audit Oversight and Valuation Oversight (Chair: E. Grace Vandecruze); Governance & Nominating (Chair: Deborah A. DeCotis); Contracts (Chair: Sarah E. Cogan); Performance (Chair: Alan Rappaport) .
- Meetings and attendance: FY 2024—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 applicable meetings .
- Board leadership structure: Independent Trustee serves as Chair; Independent Trustees comprise ~75% of the Board .
Fixed Compensation
| Component | Amount | Period/Effective | Notes |
|---|---|---|---|
| Independent Trustee annual retainer | $275,000 | Payable quarterly; in effect by FY 2024/FY 2025 proxy | Base compensation for service on Boards of PIMCO-Managed Funds |
| Independent Chair additional retainer | $100,000 | Payable quarterly | Add-on for Board Chair |
| Audit Oversight Committee Chair | $35,000 | Payable quarterly | Committee chair premium |
| Performance Committee Chair | $15,000 | Payable quarterly | Committee chair premium |
| Valuation Oversight Committee Chair | $10,000 | Payable quarterly | Committee chair premium |
| Contracts Committee Chair | $30,000 | Payable quarterly | Committee chair premium |
| Reimbursements | Meeting-related expenses | Ongoing | Trustees reimbursed for meeting-related expenses |
| Pensions/retirement benefits | None | — | Trustees do not receive pension/retirement benefits from the Funds/Fund Complex |
| McCartney – Aggregate Compensation from PML (Fund-level) | $11,124 | FY 2024 | Allocation of complex compensation to PML | | McCartney – Total Compensation from Fund Complex | $275,000 | CY 2024 | Indicates no chair premium (equals base retainer) |
Compensation structure change: Independent Trustee annual retainer increased from $250,000 (proxy filed 2022) to $275,000 (proxy filed 2025). Chair add-on increased from $75,000 to $100,000; Contracts Chair from $25,000 to $30,000; Performance Chair from $10,000 to $15,000; Valuation Chair remains $10,000; Audit Chair remains $35,000 .
Performance Compensation
| Performance-based Element | Status | Metrics/Targets | Notes |
|---|---|---|---|
| Performance-linked cash or equity | Not disclosed/None indicated | N/A | Proxy discloses cash retainers and chair fees; no performance metrics cited for Trustees |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| None disclosed | Public company | — | — | Proxy states no other public company directorships in past five years |
Expertise & Qualifications
- Senior academic leadership (Smith College President; Harvard GSE Dean) and current multi-institution coordination (Five Colleges) indicating governance, strategy, and stakeholder management expertise .
- Oversees 24 portfolios across the fund complex—breadth supportive of cross-fund governance and contract oversight responsibilities .
- Committee service spanning Audit, Governance & Nominating, Valuation, Contracts, and Performance supports board effectiveness across oversight domains .
Equity Ownership
| Holder | Dollar Range in the Funds (e.g., PML) | Aggregate Dollar Range across Family of Investment Companies | As of | Notes |
|---|---|---|---|---|
| Kathleen A. McCartney | None | Over $100,000 | Record Date (per proxy) | Indicates no direct PML position but meaningful aggregate complex exposure |
Conflicts check: To the knowledge of the Funds, Independent Trustees/Nominees did not knowingly own beneficially securities of the Funds’ investment adviser or principal underwriter, or their control affiliates (other than registered investment companies) as of the Record Date—supports independence from the Manager .
Governance Assessment
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Strengths
- Broad committee engagement (Audit, Governance & Nominating, Valuation, Contracts, Performance) with independent committee structures meeting NYSE standards; diversified oversight scope bolsters Board effectiveness .
- Solid meeting cadence and attendance compliance (≥75% for all Trustees) indicates engagement; Board retains independent leadership and majority independence (~75%) .
- Transparent, uniform cash retainer model; no pensions; disclosed chair fee schedule; McCartney’s total equals base retainer, consistent with no chair roles—reduces pay-related conflicts .
-
Alignment/Considerations
- No PML-specific holdings (dollar range “None”), though aggregate “Over $100,000” across the family; may modestly dilute fund-specific alignment while maintaining complex-level exposure .
- Classified Board structure staggers elections (McCartney Class II, term to 2028), enhancing continuity but potentially limiting rapid shareholder-driven Board changes .
-
RED FLAGS
- None disclosed for related-party transactions, loans, hedging/pledging, legal proceedings, or tax gross-ups in the proxy sections reviewed; Independent Trustees deemed NYSE-auditable independent .
- Compensation is retainer-based without performance-linked features; while typical for fund trustees, lack of explicit performance linkage may be viewed as neutral to weak alignment by some investors; however, total pay level is modest versus responsibilities and includes no equity .
Committee Detail (Membership Snapshot)
| Committee | McCartney Role | Chair | Meeting Frequency (FY 2024) | Notes |
|---|---|---|---|---|
| Audit Oversight | Member | E. Grace Vandecruze | 4 | Members are Independent; NYSE independence standards met |
| Governance & Nominating | Member | Deborah A. DeCotis | 4 | Solely Independent Trustees; compensation structure reviews also within remit |
| Valuation Oversight | Member | E. Grace Vandecruze | 4 | Oversees valuation procedures; Manager designated as Valuation Designee under Rule 2a‑5 |
| Contracts | Member | Sarah E. Cogan | 3 | Reviews adviser and service provider contracts and fees |
| Performance | Member | Alan Rappaport | 4 | Reviews fund performance and Manager philosophy/personnel changes |
Director Compensation – Fund and Complex
| Metric | Amount | Period | Source |
|---|---|---|---|
| Aggregate Compensation from PML (McCartney) | $11,124 | FY 2024 | |
| Total Compensation from the Funds and Fund Complex (McCartney) | $275,000 | CY 2024 |
The fund complex reorganized effective August 1, 2025 (PMF and PMX into PML; PNF and PYN into PNI; PZC and PCK into PCQ), which informs allocation lines in the compensation tables .
Term and Tenure
- Class II Trustee; re/nomination slate indicates term expiring at annual meeting held during fiscal year 2028; Trustee since 2022 .
Attendance & Engagement
- FY 2024: Board 4 regular + 3 special meetings; committee sessions (Audit 4; Governance & Nominating 4; Valuation 4; Contracts 3; Performance 4). Each Trustee met ≥75% attendance threshold .