Jakki L. Haussler
About Jakki L. Haussler
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since January 2015; Chairperson of the Audit Committee since January 2023. Former CEO and current Chairman of Opus Capital Group; certified public accountant (inactive) and licensed attorney in Ohio (inactive); designated an “audit committee financial expert” by the Board. Born in 1957; serves across the Morgan Stanley Funds complex, overseeing 80 funds as of the proxy’s director information table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opus Capital Group | Chairman; formerly CEO | Chairman since 1996; CEO 1996–2019 | Built and led firm; deep accounting/financial oversight experience |
| Capvest Venture Fund, LP | Director | May 2000–Dec 2011 | Venture investing oversight |
| Adena Ventures, LP | Partner | Jul 1999–Dec 2010 | Venture capital partner roles |
| The Victory Funds | Director | Feb 2005–Jul 2008 | Fund governance |
| Cincinnati Bell Inc. | Director | 2008–2021 | Audit Committee member; Chairman, Governance & Nominating Committee |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Ingram Micro Holding Corporation | Director; Nominating & Corporate Governance Committee | Oct 2024 | Governance oversight |
| Vertiv Holdings Co (NYSE: VRT) | Director; Audit Committee | Aug 2022 | Audit Committee service confirmed by company press release |
| Service Corporation International (NYSE: SCI) | Director | Since 2018 | Audit Committee and Investment Committee member |
| Barnes Group Inc. | Director | 2021–Jan 2025 | Board service through Jan 2025 |
| Morgan Stanley Funds | Director/Trustee (various funds) | Since Jan 2015 | Chairperson of Audit Committee across funds since Jan 2023 |
Board Governance
- Committee assignments: Chairperson of the Audit Committee for each Fund; Audit Committee members include Nancy C. Everett, Eddie A. Grier, and Jakki L. Haussler; all are Independent under the 1940 Act and NYSE standards .
- Additional committees: Member of the Equity Investment Committee (for EDD and other funds) chaired by Nancy C. Everett .
- Independence: Board and committee membership comprised exclusively of Independent Directors; Audit Committees formally established with written charters; auditor independence oversight per Regulation S‑X and PCAOB Rule 3526 .
- Attendance: During EDD’s fiscal year ended Oct 31, 2024, each current Director attended at least 75% of Board and committee meetings during their service period .
- Meeting cadence (EDD, FY ended Oct 31, 2024): Board 5, Audit Committee 4, Governance Committee 4, Compliance & Insurance Committee 4 .
- Retirement policy: Directors expected to retire by end of year turning 78, with waivers possible for chair roles; grandfathering applies to certain members .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Director Retainer (Independent Directors) | $335,000 | Calendar year 2024; increased to $350,000 effective Jan 1, 2025 |
| Audit Committee Chair Retainer | $80,000 | Annual |
| Total Compensation from Funds Complex (Haussler) | $415,000 | Calendar year ended Dec 31, 2024 (base $335k + audit chair $80k) |
| EDD fiscal year aggregate compensation (Haussler) | $508 | Aggregate compensation before deferral for EDD’s FY ended Oct 31, 2024 (per-fund column) |
- Deferred Compensation Plan (DC Plan): Directors may defer fees; returns credited equal to total return on selected Morgan Stanley Funds; distributions are lump sum or equal annual installments over five years; unsecured and subject to claims of Fund creditors .
Performance Compensation
- No equity grants (RSUs/PSUs), options, or performance-based incentives disclosed for Independent Directors; compensation structure is cash retainers and committee chair/membership fees with optional deferral via DC Plan .
- Audit Committee pre-approval policy: Robust pre-approval of audit and allowed non-audit services; fee levels/budgets set annually; independence controls detailed in charters and policies .
Other Directorships & Interlocks
| Organization | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Vertiv, SCI, Barnes Group, Ingram Micro | Operating companies outside the Morgan Stanley Funds | No related-party transactions between EDD and these entities disclosed in the proxy sections reviewed; independence affirmed for Audit Committee members . |
Expertise & Qualifications
- CPA (inactive) and licensed attorney in Ohio (inactive) with more than 30 years in financial services and entrepreneurial management at Opus Capital Group .
- Board has determined Haussler is an “audit committee financial expert” under SEC rules, reflecting deep accounting and financial review experience .
- Prior leadership of venture funds and governance roles across multiple public companies indicate strong oversight capability in audit, valuation, and risk areas .
Equity Ownership
| Item | Disclosure (as of Dec 31, 2024) |
|---|---|
| Beneficial ownership in EDD | None (dollar range “None”) |
| Beneficial ownership across Morgan Stanley family funds overseen | Aggregate dollar range “Over $100,000” |
| Officers/Directors group ownership | Less than 1% of each Fund’s outstanding shares (as of Apr 11, 2025) |
Governance Assessment
- Strengths:
- Audit Chair with formal “financial expert” designation; clear independence and robust audit pre-approval framework reduce auditor/Advisor conflicts risk .
- Attendance meets Board standard; active engagement across key committees, including Equity Investment Committee .
- Compensation structure is transparent, predominantly cash retainer with well-defined chair fees; 2025 base increase disclosed; optional DC Plan aligns fee deferral with fund returns rather than equity grants, limiting personal incentive misalignment .
- Watch items / RED FLAGS:
- No direct ownership of EDD shares as of Dec 31, 2024, which can signal weaker “skin-in-the-game” alignment for closed-end fund governance (common across the complex) .
- Multiple external public company boards (Vertiv, SCI, Ingram Micro) increase time commitments; investors should monitor any deterioration in attendance or oversight quality given cross-board duties .
- Overall: Independence, audit expertise, and strong committee leadership underpin investor confidence; compensation is predictable with limited at‑risk or equity elements, and governance controls around audit independence and valuation oversight are explicit in charters and pre-approval policies .