Mark Michel

About Mark Michel

Mark Michel (born 1965) is an Independent Trustee nominee of PIMCO Municipal Income Fund II (PML), appointed to the Board effective September 18, 2025 and standing for election as a Class II Trustee with a term expiring at the annual meeting held during the 2028 fiscal year if elected . He is a former Audit Partner at Ernst & Young (2004–2025) with extensive experience overseeing audits for large mutual fund complexes and financial institutions; he currently oversees 24 portfolios in the PIMCO-managed fund complex and holds no other public company directorships in the past five years .

Past Roles

External Roles

Board Governance

• Classification and tenure: Michel is designated Class II; if elected, his term runs to the annual meeting held during the fiscal year ending December 31, 2028 .
• Independence: The Board has eight Trustees, approximately 75% are Independent Trustees; all members of the Audit Oversight Committee and the Governance & Nominating Committee are independent per NYSE standards .
• Committee assignments: Michel serves on Audit Oversight, Governance & Nominating, Valuation Oversight, Contracts, and Performance Committees (Performance includes all Trustees) .
• Committee chairs (Michel is not chair): Audit Oversight – E. Grace Vandecruze; Governance & Nominating – Deborah A. DeCotis; Valuation Oversight – E. Grace Vandecruze; Contracts – Sarah E. Cogan; Performance – Alan Rappaport .
• Independence/engagement practices: Independent Trustees regularly meet outside management and are advised by independent legal counsel .
• Meeting cadence and attendance: In FY2024 the Board held four regular and three special meetings; each Trustee attended at least 75% of Board and relevant committee meetings; Michel’s 2024 attendance is not applicable given his September 2025 appointment .
• Shareholder meeting attendance: Trustees generally do not attend annual shareholder meetings; shareholder communications are routed via established procedures .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and fund oversight expertise: Over 20 years in wealth and asset management practice; extensive oversight of audits for mutual fund complexes and financial institutions .
• Board skills mix: Adds technical accounting, audit process, and independence to a supermajority-independent board with an Independent Chair .

Equity Ownership

• Trustees and nominees as a group individually beneficially own less than 1% of each Fund’s outstanding shares as of the record date; Michel individually has no disclosed holdings .
• Shares pledged/hedged: No pledging or hedging disclosures specific to Michel were found; no related-party loans to Trustees disclosed in the proxy sections reviewed .

Governance Assessment

• Strengths: Michel’s deep audit background aligns with his assignments on Audit Oversight, Valuation Oversight, Governance & Nominating, Contracts, and Performance Committees, supporting robust financial reporting oversight and fair value governance; all committee memberships (except Performance which includes all Trustees) are independent per NYSE standards .
• Alignment: Michel reports no beneficial ownership in the Funds or across the PIMCO family of investment companies, indicating limited “skin-in-the-game” alignment at appointment; independent trustee compensation is entirely cash-based without equity .
• Conflicts: No related-party transactions or external interlocks are disclosed for Michel; the Funds’ independent auditor is PwC (not EY), mitigating any potential near-term affiliation concerns given his prior EY role .
• Board continuity: The classified board structure increases continuity and may reduce the ease of changing Board majority quickly; Michel’s Class II designation would run to the 2028 fiscal year if elected .
• Engagement signal: Trustees generally do not attend annual shareholder meetings; Independent Trustees meet in executive session outside management and have independent counsel .

Appendix: Committee Membership Summary (Michel)