Frank L. Bowman
About Frank L. Bowman
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund (EDD), serving since August 2006 and nominated as a Class III Director for a term expiring in 2028 . Born in 1944 (age 81 in 2025) with a distinguished career as a U.S. Navy Admiral, former Director of the Naval Nuclear Propulsion Program (DOE/Navy), and CEO of the Nuclear Energy Institute; recognized as an Honorary Knight Commander of the Order of the British Empire, Officier de l'Ordre National du Mérite (France), and elected to the National Academy of Engineering . Bowman is independent under Investment Company Act/NYSE standards and serves on exclusively independent director committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuclear Energy Institute | President & CEO | Feb 2005–Nov 2008 | Led industry policy organization |
| U.S. Navy/DOE | Director, Naval Nuclear Propulsion Program | 1996–2004 | Oversaw nuclear safety and propulsion; 38 years active duty |
| U.S. Navy | Chief of Naval Personnel | Jul 1994–Sep 1996 | Senior personnel leadership |
| Joint Staff | Director of Political Military Affairs | Jun 1992–Jul 1994 | Strategy and policy leadership |
| Morgan Stanley Funds | Chair, Compliance & Insurance Committee | 2015–2024 | Chaired compliance oversight; previously Insurance Sub-Committee Chair 2007–2015 |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| BP plc | Director | Nov 2010–May 2019 | Prior public company directorship |
| Naval and Nuclear Technologies LLP | Director | Current | Technical/industry advisory role |
| Armed Services YMCA | Director Emeritus | Current | Nonprofit governance |
| Center for U.S. Global Engagement | National Security Advisory Council Member | Current | Policy advisory |
| Fairhaven United Methodist Church | Chairman, Board of Trustees | Current | Community leadership |
| Dolphin Scholarship Foundation | Board of Advisors Member | Current | Scholarship support |
Board Governance
| Governance Attribute | EDD Status | Evidence |
|---|---|---|
| Board Class/Term | Class III; term to 2028 (nominee) | |
| Independence | Independent Director; committees comprised exclusively of Independent Directors | |
| Committee Memberships | Compliance & Insurance Committee (member); Fixed Income, Liquidity & Alternatives Investment Committee (member) | |
| Committee Chair Roles | Former Chair, Compliance & Insurance (2015–2024); current chairs: Compliance & Insurance – Patricia A. Maleski; Fixed Income/Liquidity/Alternatives – Manuel H. Johnson | |
| Audit Committee | Not a member (members: Nancy C. Everett, Eddie A. Grier, Jakki L. Haussler; Chair: Haussler) | |
| Equity Investment Committee | Not a member (Chair: Nancy C. Everett) | |
| Risk Committee | Not a member (Chair: Michael F. Klein) | |
| Board Chair | W. Allen Reed (Independent Chair) | |
| Attendance | ≥75% of Board and committee meetings during EDD FY ended Oct 31, 2024 | |
| Annual Stockholder Meeting Attendance | Directors may but are not required to attend; none attended last annual meeting |
EDD FY2024 Meeting Counts
| Body | Meetings (EDD FY ended Oct 31, 2024) |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 4 |
| Governance Committee | 4 |
| Compliance & Insurance Committee | 4 |
| Equity Investment Committee | 5 |
| Fixed Income/Liquidity/Alternatives Committee | 5 |
| Risk Committee | 4 |
Fixed Compensation
| Component | 2024 Amount | 2025 Amount/Structure | Notes |
|---|---|---|---|
| Annual Director Retainer (non-Chair) | $335,000 | $350,000 (effective Jan 1, 2025) | Joint fund retainer; paid/allocated across fund complex |
| Compliance & Insurance Committee Chair Retainer | $65,000 | $0 (Chair as of Jan 2025 is Patricia A. Maleski) | Bowman chaired through 2024; chair changed in 2025 |
| Total Compensation (Fund Complex, Calendar 2024) | $400,000 | N/A disclosed | Matches $335k base + $65k chair in 2024 |
| EDD Fund-Level Allocation (FY ended Oct 31, 2024) | $491 | N/A disclosed | Aggregate compensation before deferral per EDD fiscal year |
Each Director receives cash retainers; the Chair of the Boards receives $630,000; committee chair retainers vary by committee (Audit $80,000; Governance $60,000 from 2025; Risk/Equity/Fixed Income $50,000; Compliance & Insurance $65,000) .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Equity Awards (RSUs/PSUs) | None disclosed | Director pay is cash retainer based; no equity grants |
| Options | None disclosed | No option awards disclosed |
| Deferred Compensation Plan | Available; directors may defer fees with returns linked to designated Morgan Stanley Funds | Unsecured claims; installment/lump sum elections; Bowman not listed among FY2024 deferrals (Cashman $628; Klein $1,048) |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Relevance |
|---|---|---|---|
| BP plc | Public | Director (Nov 2010–May 2019) | No disclosed current related-party transactions with EDD |
| Naval and Nuclear Technologies LLP | Private | Director | Technical/industry affiliation; no disclosed EDD conflicts |
Expertise & Qualifications
- Nuclear operations and safety oversight from leadership of Naval Nuclear Propulsion Program, with deep experience in complex risk management and regulatory environments .
- Senior governance experience across Morgan Stanley Funds, including prior committee chairmanships in compliance and insurance .
- Recognitions: Honorary KBE (UK), Officier de l'Ordre National du Mérite (France), National Academy of Engineering (2009), signaling technical excellence and international credibility .
Equity Ownership
| As of Dec 31, 2024 | EDD | CAF | MSD | IIF | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|---|---|---|
| Frank L. Bowman | None | None | None | None | Over $100,000 |
As of April 11, 2025, officers and Directors as a group held <1% of each Fund’s outstanding shares .
Governance Assessment
- Independence and committee-only independent structure are strong; Bowman’s roles on Compliance & Insurance and Fixed Income committees align with his risk and operations background .
- Attendance met the ≥75% threshold, supporting engagement; however, no Directors attended the last annual stockholder meeting, which is a potential investor-relations gap .
- Compensation is cash-based and not equity-linked; Bowman held no EDD shares, which may limit direct ownership alignment with EDD stockholders, although he has an aggregate >$100k exposure across the fund family (via holdings/deferred plan linkages) .
- Former BP plc directorship ended in 2019; no related-party transactions or conflicts are disclosed with EDD, reducing conflict risk .
- RED FLAG: Retirement policy waiver—Governance Committee granted Bowman an age-based retirement waiver to continue service through December 31, 2025; waivers can raise continuity vs. refreshment considerations for some investors .
- Pay structure change effective Jan 1, 2025 increased the base director retainer to $350,000; Bowman’s 2024 total of $400,000 reflects his chair role at that time and the prior $335,000 base, indicating committee leadership compensation reliance rather than performance-linked pay .