Dr. Manuel H. Johnson
About Dr. Manuel H. Johnson
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since July 1991; born 1949. Senior Partner at Johnson Smick International (consulting), Co‑Chairman and founder of the Group of Seven Council; former Vice Chairman of the Federal Reserve Board of Governors and Assistant Secretary of the U.S. Treasury. Chairs the Fixed Income, Liquidity and Alternatives Investment Committee (since Jan 2021) and previously chaired the Investment Committee (2006–2020) and Audit Committee (1991–2006).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Funds (Fund Complex) | Chair, Fixed Income, Liquidity and Alternatives Investment Committee | Since Jan 2021 | Oversees fixed income, liquidity and alternatives investment oversight; committee comprised solely of Independent Directors |
| Morgan Stanley Funds (Fund Complex) | Chair, Investment Committee | 2006–2020 | Led investment oversight across funds |
| Morgan Stanley Funds (Fund Complex) | Chair, Audit Committee | 1991–2006 | Oversight of auditors, internal controls, valuation process per committee charter |
| Board of Governors of the Federal Reserve System | Vice Chairman | Not disclosed | Senior monetary policy leadership credentials |
| U.S. Department of the Treasury | Assistant Secretary | Not disclosed | Fiscal and financial regulatory experience |
| Group of Seven Council (G7C) | Co‑Chairman, Founder | Not disclosed | International economic commission governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Smick International, Inc. | Senior Partner | Not disclosed | Economic consulting |
| NVR, Inc. (public company) | Director | Not disclosed | Home construction industry oversight |
Board Governance
- Class III Director nominee for EDD with term expiring in 2028; Boards use staggered three‑class structure and Independent Director as Chair of the Boards (EDD Chair: W. Allen Reed).
- Committees (Independent‑only): Governance Committee member; Risk Committee member; Chair of Fixed Income, Liquidity and Alternatives Investment Committee.
- Independence: Listed as an Independent Director in the proxy’s director table; committees are comprised exclusively of Independent Directors.
- Attendance: In EDD’s FY ended Oct 31, 2024, each current Director attended at least 75% of Board/committee meetings held during their service.
| EDD Meetings (FY ended Oct 31, 2024) | Count |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 4 |
| Governance Committee | 4 |
| Compliance & Insurance Committee | 4 |
| Equity Investment Committee | 5 |
| Fixed Income, Liquidity & Alternatives Investment Committee | 5 |
| Risk Committee | 4 |
- Retirement policy: Directors expected to retire by end of year they reach age 78; Governance Committee may grant waivers in special circumstances (e.g., granted to Frank L. Bowman until Dec 31, 2025).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Independent Director) | $350,000 | Increased from $335,000 effective Jan 1, 2025 |
| Committee Chair Fee — Fixed Income, Liquidity & Alternatives Investment Committee | $50,000 | Annual chair retainer; Johnson is Chair |
| Governance Committee Chair Fee (context) | $60,000 | Increased from $50,000 effective Jan 1, 2025 (Johnson is a member, not chair) |
| Audit Committee Chair Fee (context) | $80,000 | Chair fee (Johnson not chair) |
| Compliance & Insurance Committee Chair Fee (context) | $65,000 | Chair fee (Johnson not chair) |
| Total Compensation from Funds in the Fund Complex (CY 2024) | $385,000 | Aggregate across Fund Complex; aligns with $350k base + $50k chair fee |
| EDD‑allocated compensation (FY ended Oct 31, 2024) | $472 | Pro‑rata allocation by net assets |
| Deferred compensation (FY) | None disclosed for Johnson | DC Plan available; deferrals disclosed only for Ms. Cashman ($628) and Mr. Klein ($1,048) |
Each Fund reimburses travel and out‑of‑pocket meeting expenses; no per‑meeting fees are disclosed; compensation is paid by the Morgan Stanley Funds and allocated pro‑rata by net assets.
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed for Directors in the proxy |
| Performance metrics tied to Director pay (TSR, EBITDA, ESG) | Not disclosed; director pay structured as cash retainer plus chair fees |
| Deferred Compensation Plan availability | Yes; Directors may defer fees with returns linked to designated Morgan Stanley Funds; unsecured and subject to claims of Fund creditors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts Noted |
|---|---|---|---|
| NVR, Inc. | Director | Not disclosed | Proxy sections reviewed do not indicate fund‑related conflicts involving Johnson |
| Group of Seven Council | Co‑Chairman | Not applicable | Not a commercial counterparty to EDD disclosed in proxy sections reviewed |
Expertise & Qualifications
- Macroeconomic and policy expertise: Former Fed Vice Chair and U.S. Treasury Assistant Secretary.
- Fixed income oversight: Chair of Fixed Income, Liquidity & Alternatives Investment Committee; long‑standing investment oversight experience (prior Investment Committee Chair).
- Governance involvement: Member of Governance Committee overseeing board composition, governance principles, and evaluations.
Equity Ownership
| Dollar Range of Beneficial Ownership (as of Dec 31, 2024) | CAF | MSD | EDD | IIF | Aggregate Dollar Range across Adviser “Family of Investment Companies” |
|---|---|---|---|---|---|
| Manuel H. Johnson | None | None | None | None | Over $100,000 |
- As of April 11, 2025, officers and Directors as a group owned less than 1% of each Fund’s outstanding shares.
Governance Assessment
- Strengths: Deep macro/financial policy background; long tenure with continuous leadership in investment oversight; current chair of fixed income oversight, with committees composed solely of Independent Directors; attendance threshold met in FY 2024. These support board effectiveness for EDD’s fixed income mandate.
- Alignment: Compensation is fixed cash retainer plus chair fees with optional deferral; Johnson reported no EDD holdings and aggregate “Over $100,000” across the family of investment companies; the Fund Complex pays and pro‑rates compensation by net assets.
- Policy context: Retirement at 78 unless waived for special circumstances; waivers are discretionary (e.g., Bowman through 2025). This indicates potential succession/refresh dynamics for long‑tenured directors.
- Risks/Red Flags to monitor: Limited direct EDD share ownership as disclosed; heavy reliance on cash retainer without performance‑based elements; ensure no related‑party transactions or consulting conflicts arise with Johnson Smick International—none are cited in the compensation/governance sections reviewed.