Ryan Leshaw
About Ryan Leshaw
Ryan G. Leshaw serves as Chief Legal Officer and Secretary of PIMCO Municipal Income Fund II (PML); he was born in 1980, has been Chief Legal Officer since 2019, and Secretary since 2024, and his principal occupation is Executive Vice President and Deputy General Counsel at PIMCO, with officer responsibilities across multiple PIMCO-managed funds . As a fund officer, his role is embedded in PIMCO’s risk and compliance framework—PIMCO employees fulfill officer positions (including Chief Legal Officer) and manage compliance and risk reporting to the Board’s Independent Trustees . Fund officers are compensated by PIMCO (not the Funds), and individual officer compensation details are not disclosed in the proxy, limiting pay-for-performance analytics at the fund level . Performance metrics such as TSR, revenue growth, and EBITDA growth are not presented for individual officers in the proxy for closed-end funds, with performance oversight conducted via Board committees rather than officer scorecards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PIMCO | Executive Vice President and Deputy General Counsel | Past 5 years (current) | Oversees legal affairs for PIMCO-managed funds; provides officer leadership across fund complexes . |
| PML (and related PIMCO funds) | Chief Legal Officer; Secretary | CLO since 2019; Secretary since 2024 | Serves as CL0/Secretary and signatory on fund proxy and reorganization filings, facilitating governance and transactional execution . |
External Roles
No external directorships or outside board roles are listed for Leshaw in the officer disclosures section of the proxy .
Fixed Compensation
Fund officers (including Chief Legal Officer) are not compensated by the Funds; they are compensated by the Manager (PIMCO), and the proxy does not disclose base salary, target bonus, or actual bonus for Leshaw .
| Item | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|
| Base Salary (Fund-paid) | Not disclosed; officers compensated by PIMCO | Not disclosed; officers compensated by PIMCO | Not disclosed; officers compensated by PIMCO |
| Target Bonus % (Fund-paid) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus (Fund-paid) | Not disclosed | Not disclosed | Not disclosed |
Performance Compensation
No RSU/PSU, option grants, or performance metric-based payouts for fund officers are disclosed by the Funds; compensation terms (including vesting schedules and metrics) are not provided in the proxy because officers are paid by PIMCO .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSUs/PSUs (Fund-level) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Stock Options (Fund-level) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Equity Ownership & Alignment
As of the record date (October 16, 2025), the Trustees, nominees, and officers of each Fund as a group beneficially owned less than 1% of the Fund’s outstanding shares, with no individual officer ownership detail provided; group-level low ownership suggests minimal direct insider selling pressure at the Fund . Outstanding shares at PML were 125,501,670.65 common and 7,320 preferred, serving as the denominator context for group ownership .
| Item | Detail |
|---|---|
| Total beneficial ownership (officers as a group) | Less than 1% of outstanding PML shares |
| Ownership as % of shares outstanding | <1% (group level) |
| Vested vs unvested shares | Not disclosed for officers |
| Options (exercisable vs unexercisable) | Not disclosed for officers |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed for officers |
| Compliance with guidelines | Not disclosed |
| Outstanding Common and Preferred Shares (context) | 125,501,670.65 common; 7,320 preferred (PML) |
Employment Terms
Officers hold office at the pleasure of the Board and until successors are chosen and qualified, with removal possible with or without cause; the proxy does not disclose individual officer employment agreements, severance multipliers, change-of-control triggers, accelerated vesting, clawbacks, or non-compete/non-solicit terms for fund officers .
- Office tenure mechanics: Officers serve at the pleasure of the Board and until successors are chosen and qualified .
- Severance and change-of-control economics: Not disclosed for fund officers .
- Clawbacks and tax gross-ups: Not disclosed for fund officers .
- Restrictive covenants (non-compete/non-solicit) and garden leave: Not disclosed for fund officers .
Governance Context (for performance oversight)
PML’s Board consists of Independent Trustees and Interested Trustees, with five standing committees—Audit Oversight, Governance and Nominating, Valuation Oversight, Contracts, and Performance—providing structured oversight of accounting/auditing, board governance, valuation, service provider contracts, and fund performance; officers (including Chief Legal Officer) support risk management and compliance reporting into this framework . The Performance Committee reviews fund performance and changes in investment philosophy and personnel at the Manager, reinforcing that fund-level performance oversight occurs via Board committees rather than officer compensation constructs .
Investment Implications
- Pay-for-performance linkage: Because fund officers are compensated by PIMCO and not the Funds, Leshaw’s pay is not disclosed at the fund level and cannot be tied to PML’s TSR or financial metrics in the proxy; this reduces direct visibility into compensation alignment with fund performance for investors analyzing PML officer incentives .
- Insider selling pressure: Group-level ownership of less than 1% by trustees/nominees/officers suggests limited direct insider selling pressure at the Fund; any trading pressure would more likely arise from institutional holders listed rather than fund officers .
- Retention risk: Officer position is determined by the Board and embedded within PIMCO’s organizational structure; retention and employment economics are governed by PIMCO rather than Fund-specific agreements, implying retention risk is linked to PIMCO’s corporate policies rather than Fund-level severance/CIC terms .
- Governance quality: PIMCO’s risk and compliance reporting into a supermajority-Independent Board and committee structure indicates robust oversight of legal, compliance, valuation, and performance processes, with the Chief Legal Officer role central to ensuring compliance rigor for PML .