Kathleen A. Dennis
About Kathleen A. Dennis
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since August 2006; born 1953. President of Cedarwood Associates (mutual fund and investment management consulting) since July 2006; formerly Senior Managing Director at Victory Capital Management (1993–2006) and Senior Vice President at Chase Bank (1984–1993). She currently chairs the Governance Committee across the Morgan Stanley Funds (except CAF and IIF) and previously chaired the Liquidity & Alternatives Sub-Committee of the Investment Committee (2006–2020). Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victory Capital Management | Senior Managing Director | 1993–2006 | Senior leadership in asset management |
| Chase Bank | Senior Vice President | 1984–1993 | Banking leadership |
| Morgan Stanley Funds | Chair, Liquidity & Alternatives Sub-Committee of Investment Committee | 2006–2020 | Led oversight of liquidity/alternatives across funds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Albany Foundation | Board Member | 2012–present | Board service (committee roles not specified) |
| Mutual Funds Directors Forum | Board Member | 2014–2024 | Director governance forum |
| Various non-profit organizations | Director | Not disclosed | Board service (not specified) |
Board Governance
- Director Class: Class I for “All Funds (except CAF and IIF)” including EDD; staggered 3-year terms. She serves alongside Frances L. Cashman and Patricia A. Maleski in Class I.
- Independence: Committees are comprised exclusively of Independent Directors; she is listed among Independent Directors and chairs the Governance Committee (except CAF and IIF).
- Committee assignments (EDD and sister funds):
- Governance Committee: Chair; members include Kathleen A. Dennis, Manuel H. Johnson, Michael F. Klein, Patricia A. Maleski, W. Allen Reed (except CAF/IIF).
- Compliance & Insurance Committee: Member (with Frank L. Bowman, Richard G. Gould III, Patricia A. Maleski; EDD committee chaired by Patricia A. Maleski).
- Equity Investment Committee: Member (with Nancy C. Everett [Chair], Richard G. Gould III, Eddie A. Grier, Jakki L. Haussler, Michael F. Klein).
- Not on Audit Committee (members: Nancy C. Everett, Eddie A. Grier, Jakki L. Haussler [Chair]).
- Not on Fixed Income, Liquidity & Alternatives Investment Committee (EDD members: Frank L. Bowman, Frances L. Cashman, Manuel H. Johnson [Chair], Patricia A. Maleski).
- Not on Risk Committee (EDD members: Frances L. Cashman, Manuel H. Johnson, Michael F. Klein [Chair], W. Allen Reed).
- Board leadership: Independent Chair of the Boards (except IIF) — W. Allen Reed.
- Attendance:
- EDD FY ended Oct 31, 2024 meetings held: 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 the aggregate number of meetings of the Board and of committees on which they served; none of the Directors attended the last annual Stockholder meeting (attendance not required).
- Board retirement policy: Directors expected to retire by end of year they reach age 78; Governance Committee may grant waivers; those 75 as of Jan 1, 2021 may serve until 80.
Fixed Compensation
| Compensation Element | Amount | Timing/Notes |
|---|---|---|
| Annual Director Retainer (excluding Board Chair) | $350,000 | Effective Jan 1, 2025; previously $335,000 |
| Governance Committee Chair Retainer | $60,000 | Effective Jan 1, 2025; previously $50,000 |
| Audit Committee Chair Retainer | $80,000 | Committee chair fee schedule |
| Risk Committee Chair Retainer | $50,000 | Committee chair fee schedule |
| Equity Investment Committee Chair Retainer | $50,000 | Committee chair fee schedule |
| Fixed Income/Liquidity/Alternatives Committee Chair Retainer | $50,000 | Committee chair fee schedule |
| Compliance & Insurance Committee Chair Retainer | $65,000 | Committee chair fee schedule |
| EDD per‑fund aggregate compensation paid to Dennis | $472 | EDD fiscal year ended Oct 31, 2024; before any deferral |
| Total compensation paid from the Fund Complex (calendar 2024) | $385,000 | Aggregate across all Morgan Stanley Funds |
| Deferred Compensation Plan available | Plan allows Directors to defer fees with returns linked to selected Morgan Stanley Funds; unsecured; lump sum or 5-year installments | Plan terms; example deferrals disclosed for other Directors, not Dennis |
Fees are allocated pro rata across the Morgan Stanley Funds based on relative net assets; travel/out-of-pocket expenses reimbursed; Directors employed by the Adviser receive no compensation from the Funds.
Performance Compensation
| Metric/Instrument | Status | Details |
|---|---|---|
| Performance cash bonus (Director) | Not disclosed | No director bonus structure disclosed |
| Equity awards (RSUs/PSUs/Options) | Not disclosed | No equity-based director compensation disclosed |
| Performance metrics (TSR/Revenue/EBITDA/ESG) | Not disclosed | No performance linkage disclosed |
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company directorships listed for Dennis |
| Non‑profit/academic | University of Albany Foundation | Board Member | Since 2012 |
| Governance organizations | Mutual Funds Directors Forum | Board Member | 2014–2024 |
| Other | Various non-profits | Director | Not specified |
Expertise & Qualifications
- Long-tenured independent fund director (since 2006) with leadership in governance and prior chair role overseeing liquidity/alternatives.
- Deep asset management and banking experience (Victory Capital; Chase Bank).
- Current committee scope: Governance (Chair), Compliance & Insurance, Equity Investment — signaling strengths in board process, compliance oversight, and portfolio oversight across equities.
Equity Ownership
| Measure | EDD | Family of Investment Companies (Aggregate) |
|---|---|---|
| Dollar range of beneficial ownership | None | Over $100,000 |
| Group ownership concentration (officers/directors as a group) | Less than 1% of outstanding shares as of Apr 11, 2025 | — |
Governance Assessment
- Strengths: Independent status; chairs Governance Committee; broad committee coverage; at least 75% attendance; independent Board chair; robust committee structure and written charters (e.g., Audit) with financial literacy requirements.
- Alignment considerations: No personal ownership in EDD (common among fund directors) while holding “Over $100,000” aggregate across the Family of Investment Companies; DC Plan allows fee deferral but no Dennis‑specific deferral disclosed for EDD FY 2024.
- RED FLAGS: None disclosed regarding related-party transactions, loans, hedging/pledging, or legal proceedings; none of the Directors attended the last annual Stockholder meeting (attendance optional).
- Board refreshment: Retirement policy at 78 (with targeted waivers) provides formal refresh mechanism; Dennis born 1953, with policy guidance in place.