Deidre A. Downes
About Deidre A. Downes
Deidre A. Downes serves as Chief Compliance Officer (CCO) of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) and affiliated Morgan Stanley Funds. She has held the CCO role since November 2021 (birth year 1977) and was appointed Managing Director of Morgan Stanley Investment Management (MSIM) in January 2024; previously, she was Vice President and Corporate Counsel at PGIM and Prudential Financial from October 2016 to December 2020 . Each officer serves an indefinite term until a successor is appointed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PGIM and Prudential Financial | Vice President and Corporate Counsel | Oct 2016 – Dec 2020 | Not disclosed in proxy |
External Roles
Not disclosed in the 2025 Joint Proxy Statement for EDD .
Fixed Compensation
Note: The DEF 14A discloses Independent Director compensation (cash retainers and committee chair fees) but does not provide compensation tables for executive officers (who are employees of the Adviser/MSIM). To the extent a Director is employed by the Adviser, that Director receives no Fund-paid compensation; officer compensation is not presented in the proxy .
| Component | Disclosure | Detail/Notes |
|---|---|---|
| Base salary | Not disclosed | Officer compensation not provided in DEF 14A; only Independent Director fees are disclosed |
| Target/actual bonus | Not disclosed | No officer bonus disclosure in the proxy |
| Cash retainer (Directors) | Disclosed | Independent Directors receive $350,000 annual retainer (raised from $335,000 effective Jan 1, 2025); Chair receives $630,000; committee chair retainers $50,000–$80,000/$60,000/$65,000 depending on committee |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for officers | — | — | — | — | — |
Equity Ownership & Alignment
| Ownership Item | Amount/Status | As-of Date |
|---|---|---|
| Officers and Directors (as a group) ownership of EDD | Less than 1% of outstanding shares | April 11, 2025 |
| Individual officer (Downes) holdings | Not disclosed | — |
| Independent Directors’ dollar range of EDD holdings | “None” for each Independent Director (table shows none for EDD) | Dec 31, 2024 |
Additional context: The proxy presents dollar-range beneficial ownership for Independent Directors across the Funds; it does not include individual officer ownership tables .
Employment Terms
| Term | Detail |
|---|---|
| Current role | Chief Compliance Officer, EDD (and various Morgan Stanley Funds) |
| Officer start date (CCO) | Since November 2021 |
| Adviser title | Managing Director, MSIM since January 2024 |
| Officer term | Indefinite, until successor is appointed |
| Non-compete / non-solicit | Not disclosed in DEF 14A |
| Severance / change-of-control | Not disclosed in DEF 14A |
| Clawbacks / tax gross-ups | Not disclosed in DEF 14A |
Investment Implications
- Pay-for-performance visibility: Officer compensation (salary/bonus/equity) and any performance metrics or vesting schedules are not disclosed in the proxy, limiting the ability to assess pay-for-performance alignment at the officer level; by contrast, Board compensation is fixed cash-based retainers without equity, indicating low equity-driven incentives at the governance layer .
- Insider selling pressure: With aggregate officers and Directors owning less than 1% of EDD, equity-related selling pressure from insiders appears structurally limited; the proxy provides no officer equity award or vesting detail that might create scheduled selling catalysts .
- Retention and contract economics: The CCO role is on an indefinite term with no disclosed severance, change-of-control, or restrictive covenant terms, yielding limited visibility on retention risk or exit economics; no special retention bonuses or sign-ons are disclosed for officers .
- Alignment and oversight: As CCO, Downes’ remit is compliance and control rather than portfolio return generation; absent officer-level pay disclosure or ownership data, investor focus should shift to governance/process quality and Board oversight (compensation disclosed for Directors is cash-only), rather than incentive-driven trading signals tied to officer equity .
References: Executive officer biography and term status ; Independent Director compensation and ownership tables and group ownership threshold .