Frances L. Cashman
About Frances L. Cashman
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since February 2022. Birth year: 1961. Core credentials include senior leadership in asset management and financial information: CEO, Asset Management Portfolio at Delinian Ltd. (2021–2024), EVP and other roles at Legg Mason & Co. (2010–2020), and Managing Director at Stifel Nicolaus (2005–2010). Oversees 80 funds across the Morgan Stanley Funds complex; serves as a Class I Director for EDD. Independence is affirmed under NYSE listing standards and the Investment Company Act 1940 definitions applied to the Morgan Stanley Funds’ governance framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delinian Ltd. (financial information) | Chief Executive Officer, Asset Management Portfolio | 2021–2024 | Led portfolio of asset management information businesses |
| Legg Mason & Co. (asset management) | Executive Vice President and various roles | 2010–2020 | Senior leadership across asset management operations |
| Stifel Nicolaus | Managing Director | 2005–2010 | Capital markets leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cristo Rey Jesuit High School | Trustee; Advancement & Investment Committees | Since Dec 2024 | Advancement and investment oversight |
| Georgia Tech Foundation | Trustee; Investment Committee Member | Since Jun 2019 | Endowment investment oversight |
| Loyola Blakefield | Trustee; Chair, Marketing; Finance Committee Member | 2017–2023 | Marketing oversight; finance governance |
| MMI Gateway Foundation | Trustee | 2017–2023 | Foundation oversight |
| Catholic Community Foundation | Director; Investment Committee Member | 2012–2018 | Investment oversight |
| St. Ignatius Loyola Academy | Director; Investment Committee Member | 2011–2017 | Investment oversight |
Board Governance
- Committee memberships at EDD: Risk Committee (member) and Fixed Income, Liquidity and Alternatives Investment Committee (member). Not on Audit, Governance, Compliance & Insurance, or Equity Investment Committees for EDD .
- Committee chair roles: Not a chair. Risk Committee chaired by Michael F. Klein; Fixed Income, Liquidity and Alternatives Investment Committee chaired by Manuel H. Johnson (for all funds other than IIF) .
- Independence: All standing committees are composed exclusively of Independent Directors; Audit Committee independence follows NYSE standards and 1940 Act definitions .
- Board class: Class I Director for EDD; Class I directors of EDD were not up for election at the June 25, 2025 meeting (only Gould (Class II) and Class III directors for non-IIF/CAF funds were considered) .
- Attendance: During EDD’s FY ended Oct 31, 2024, each current Director attended at least 75% of Board and committee meetings held while serving; directors did not attend the last annual stockholder meeting (attendance not required) .
| EDD Board/Committee | FY2024 Meetings (EDD) |
|---|---|
| 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 |
Fixed Compensation
| Component | Structure / Amount |
|---|---|
| Annual Director Retainer (Independent Directors) | $350,000 effective Jan 1, 2025; $335,000 prior to Jan 1, 2025 |
| Chair Retainers (if applicable) | Audit Chair: $80,000; Governance Chair: $60,000 ($50,000 prior to Jan 1, 2025); Risk Chair: $50,000; Equity Investment Chair: $50,000; Fixed Income, Liquidity & Alternatives Chair: $50,000; Chair of the Boards: $630,000 |
| EDD Fund Pro Rata Fee (FY ended Oct 31, 2024) | $411 paid to Frances L. Cashman from EDD (allocated pro rata across the complex) |
| Deferred Compensation Plan (DC Plan) | Directors may defer fees; credited to returns of elected Morgan Stanley Funds; distributions lump-sum or 5-year installments; unsecured and subject to fund creditors; Ms. Cashman deferred $628 during FY2024 |
| Expense Reimbursement | Travel and out-of-pocket costs reimbursed; no compensation/reimbursement if employed by the Adviser |
Note: Ms. Cashman is not a committee chair; chair fees above are structural benchmarks and not received by her .
Performance Compensation
| Performance Metric | Application to Independent Directors | Notes |
|---|---|---|
| Revenue/EBITDA/TSR/ESG targets | Not disclosed for director pay | Proxy describes fixed retainers and chair fees; no performance metrics disclosed tied to director compensation |
| Equity-based awards (RSUs/PSUs/Options) | Not disclosed | No equity grants are cited for Independent Directors; compensation is cash retainer plus potential deferral |
| Clawback provisions (directors) | Not disclosed | DC Plan mechanics disclosed; no clawback terms specified for director fees |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Registered investment companies | Independent Director across Morgan Stanley Funds (80 overseen) |
| Potential interlocks | None disclosed with EDD’s adviser/service providers; director committees are independent by charter |
Expertise & Qualifications
- Senior operating and leadership expertise in asset management and financial information (Delinian, Legg Mason, Stifel) .
- Investment oversight experience via trusteeships and investment committee roles at multiple foundations and schools .
- Serves on risk and fixed-income oversight committees for EDD; these committees focus on investment, operational, and service provider risks, and investment process/contract renewal oversight, respectively .
Equity Ownership
| Holding Category | CAF | MSD | EDD | IIF | Aggregate Dollar Range (Family of Investment Companies) |
|---|---|---|---|---|---|
| Dollar Range of Beneficial Ownership | None | None | None | None | Over $100,000 |
- Group ownership: As of April 11, 2025, officers and Directors as a group held less than 1% of each Fund’s outstanding shares .
- Pledging/Hedging: Not disclosed in the proxy .
- Stock ownership guidelines: Not disclosed for directors .
Governance Assessment
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Strengths:
- Independence: Formal independence standards applied; committees comprised solely of Independent Directors; Audit Committee independence and financial literacy requirements are codified .
- Risk oversight: Frances serves on Risk Committee and Fixed Income, Liquidity & Alternatives Committee, both central to portfolio and operational risk governance; meeting cadence is regular (4–5 meetings) .
- Engagement: Directors met attendance threshold (≥75%) across board and committees during FY2024 for EDD .
-
Neutral/Observations:
- Compensation structure: Fixed cash retainer increased to $350,000 in 2025; no disclosed equity or performance-linked metrics for Independent Directors; DC Plan permits fee deferral aligned to fund returns but is unsecured .
- Ownership alignment: No beneficial ownership in EDD disclosed; aggregate “Over $100,000” across family of investment companies suggests alignment at the complex level but not fund-specific .
-
RED FLAGS (monitoring points):
- Lack of fund-specific share ownership by directors (including Ms. Cashman) may be viewed by some investors as lower alignment for EDD specifically, though common in ’40 Act fund complexes .
- No attendance at last annual stockholder meeting by any director (attendance not required); investors may prefer visible engagement with shareholders .
- No explicit disclosure of hedging/pledging policies or director stock ownership guidelines, which are often used to reinforce alignment; not disclosed in the proxy .
-
Potential conflicts/related-party:
- None disclosed for Ms. Cashman; independence frameworks and committee charters emphasize auditor independence, valuation oversight, and separation from adviser compensation, reducing conflict risk .