Eddie A. Grier

About Eddie A. Grier

Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since February 2022; born 1955. Current roles include Dean of Santa Clara University Leavey School of Business (since July 2021), following prior service as Dean of Virginia Commonwealth University School of Business (2010–2021) and senior executive roles at The Walt Disney Company (1981–2010). He is designated an Independent Director under both the Investment Company Act of 1940 and NYSE listing standards and serves across the Morgan Stanley Funds complex (80 funds overseen) .

Past Roles

External Roles

Board Governance

• Board class/term: Nominee and serving as Class III Director; term for Class III up for election to expire in 2028 for EDD .
• Independence: Confirmed Independent Director under 1940 Act and NYSE listing standards .
• Committee memberships:
  • Audit Committee Member; Audit Chair is Jakki L. Haussler .
  • Equity Investment Committee Member; Committee Chair is Nancy C. Everett .
• Meeting cadence and attendance:
  • EDD FY ended Oct 31, 2024: Board 5; Audit 4; Governance 4; Compliance & Insurance 4; Equity Investment 5; Fixed Income/Liquidity/Alternatives 5; Risk 4 .
  • Each current Director attended at least 75% of Board and committee meetings during FY2024; Directors were not required to attend the annual stockholder meeting, and none did for the last meeting .

Fixed Compensation

• Annual cash retainer: $335,000 for calendar 2024; increased to $350,000 effective Jan 1, 2025 for Directors (excluding Board Chair) .
• Committee chair retainers (context; Grier is not a chair): Audit Chair $80,000; Governance Chair $60,000 (previously $50,000); Risk Chair $50,000; Equity Investment Chair $50,000; Fixed Income/Liquidity/Alternatives Chair $50,000; Compliance & Insurance Chair $65,000 .
• Allocation across funds (EDD is one of many in fund complex): Grier’s compensation paid by the Morgan Stanley Funds and allocated pro-rata by net assets; Fund-level amounts for FY2024 shown below .

• Deferred Compensation Plan (DC Plan): Directors may elect to defer fees with returns linked to specified Morgan Stanley Funds; rights unsecured and subject to Fund creditors; in FY2024, deferrals were made by Ms. Cashman ($628) and Mr. Klein ($1,048); none disclosed for Grier .

Performance Compensation

• Structure: No performance-based pay, stock, options, RSUs/PSUs, or meeting fees disclosed for Independent Directors of Morgan Stanley Funds; compensation is fixed retainers (plus chair retainers where applicable) allocated across funds .
• Deferred comp is fee deferral, not an incentive award; distribution elections are lump sum or 5 annual installments; returns mirror selected funds under DC Plan .

Other Directorships & Interlocks

• Historical interlock note: Manuel H. Johnson currently serves as Director of NVR, Inc.; Grier served as Director of NVR, Inc. 2013–2020, indicating a network linkage within the board ecosystem though not a concurrent overlap at present .
• No disclosed interlocks with EDD’s adviser, sub-administrator, transfer agent, or service providers; no related-party transactions disclosed in the proxy .

Expertise & Qualifications

• Executive leadership in global media/entertainment (Disney) and academia (deanships), aligning with oversight of complex investment strategies and governance .
• Service across 80 Morgan Stanley Funds suggests breadth in fund governance and investment oversight .
• Audit Committee participation indicates financial reporting oversight experience; Equity Investment Committee participation indicates portfolio oversight engagement .

Equity Ownership

• Dollar range of beneficial ownership in EDD: None; likewise none in CAF, MSD, IIF as of Dec 31, 2024 .
• Aggregate dollar range in Morgan Stanley “Family of Investment Companies”: Over $100,000 (may include amounts deemed beneficially owned via deferred compensation vehicles) .
• Group ownership: As of Apr 11, 2025, officers and Directors as a group owned less than 1% of each Fund’s outstanding shares; EDD had 64,456,047 shares outstanding as of the Apr 9, 2025 record date .

Governance Assessment

• Board effectiveness and independence: Grier is an Independent Director, serving on the Audit Committee and Equity Investment Committee; audit oversight by an independent chair (Haussler) and risk/valuation processes are structured via multiple independent-only committees, which supports robust governance. Attendance met ≥75% threshold across Board/committees in FY2024, evidencing engagement .
• Alignment and incentives: Director pay is fixed retainer-based, with no equity/option grants or performance metrics, consistent with closed-end fund governance norms; the DC Plan ties deferred fees’ returns to selected funds but does not constitute at-risk incentive compensation. Grier’s non-ownership in EDD shares may be viewed as neutral in fund governance contexts but may reduce “skin-in-the-game” optics for some investors; aggregate family-of-funds exposure is “Over $100,000” (likely via DC Plan allocations) .
• Conflicts and related-party exposure: No related-party transactions or service-provider ties disclosed; external roles span academia and prior corporate boards without disclosed conflicts with EDD’s adviser or fund operations. Historical NVR board overlap within the director cohort is a network linkage rather than a current interlock .
• Engagement signals: Directors are not required to attend annual stockholder meetings and none did for the last meeting; while permissible, investors may prefer direct stockholder meeting engagement for transparency. Committee workload and meeting cadence for EDD (Board: 5; key committees: 4–5 meetings) indicate active oversight .

RED FLAGS (monitoring notes)

• No EDD share ownership disclosed for Grier (and most Independent Directors), which may be perceived as lower ownership alignment by some investors, though common in fund governance frameworks .
• No attendance at last annual stockholder meeting by any Director; permissible, but some investors may prefer presence for direct accountability .

Positive signals

• Independent-only committee structure (Audit, Governance, Compliance & Insurance, Equity Investment, Fixed Income/Liquidity/Alternatives, Risk) with clear chair roles and charters, supporting oversight of financial reporting, compliance, investment performance, and risk management .

Citations