Michael F. Klein
About Michael F. Klein
Michael F. Klein (born 1958; ~67 years old) is an Independent Director of the Morgan Stanley Closed‑End Funds, including Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD), and serves as Chairperson of the Risk Committee since January 2021 . He is Managing Director of Aetos Alternatives Management, LP (since March 2000), Co‑President (since January 2004) and Co‑Chief Executive Officer (since August 2013), and has served on various Morgan Stanley Funds boards since August 2006 . He previously held senior roles at Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, and is a director of Sanitized AG and Sanitized Marketing AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley & Co. Inc.; Morgan Stanley Dean Witter Investment Management | Managing Director; President, various Morgan Stanley Funds | June 1998–March 2000 | Led investment management businesses; senior governance exposure |
| Morgan Stanley & Co. Inc.; Morgan Stanley Dean Witter Investment Management | Principal | Aug 1997–Dec 1999 | Investment oversight responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aetos Alternatives Management, LP | Managing Director | Since Mar 2000 | Alternatives investment specialist |
| Aetos Alternatives Management, LP | Co‑President | Since Jan 2004 | Senior management responsibility |
| Aetos Alternatives Management, LP | Co‑CEO | Since Aug 2013 | Firm leadership |
| Sanitized AG; Sanitized Marketing AG | Director | Current | Specialty chemicals boards |
| Aetos-managed/sponsored investment funds | Director | Current | Fund governance roles |
Board Governance
- Independence: Klein is an Independent Director; all standing committees are comprised exclusively of Independent Directors, with independence also defined under NYSE standards .
- Board chair: W. Allen Reed (Independent) is Chair of the Boards for all Funds except IIF; EDD is included .
- Committee assignments (EDD):
- Risk Committee: Member and Chairperson (Cashman, Johnson, Klein, Reed; Chair Klein) .
- Governance Committee: Member (Dennis, Johnson, Klein, Maleski, Reed; Chair Dennis) .
- Equity Investment Committee: Member (Dennis, Everett, Gould, Grier, Haussler, Klein; Chair Everett) .
- Audit Committee: Not a member (Everett, Grier, Haussler; Chair Haussler) .
- Compliance & Insurance Committee: Not a member (Bowman, Dennis, Gould, Maleski; Chair Maleski) .
- Fixed Income, Liquidity & Alternatives Investment Committee: Not a member (Bowman, Cashman, Johnson, Maleski; Chair Johnson) .
- Attendance: In EDD’s fiscal year ended Oct 31, 2024, each current Director attended at least 75% of meetings of the Board and relevant committees; none of the Directors attended the last annual Stockholder meeting .
EDD Board and Committee Meetings (FY ended Oct 31, 2024)
| Body | Meetings Held |
|---|---|
| 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 | 2024 (Calendar Year) | 2025 Structure (as of Jan 1, 2025) |
|---|---|---|
| Director annual retainer (Independent Directors) | $335,000 | $350,000 |
| Risk Committee Chair retainer | $50,000 | $50,000 |
| Total compensation from Funds & Fund Complex (Klein) | $385,000 | $400,000 (retainer + Risk Chair) |
| Deferred compensation election (FY 2024 EDD; amount deferred from Funds) | $1,048 | Not disclosed |
Notes:
- Compensation is paid by the Morgan Stanley Funds and allocated pro rata by net assets; Directors may defer fees under a DC Plan with returns linked to selected Morgan Stanley Funds; rights are unsecured and subject to Fund creditors .
Performance Compensation
| Performance Metric | Weight/Target | Outcome/Payout |
|---|---|---|
| None disclosed for directors; compensation is retainer-based and committee chair retainers only | N/A | N/A |
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| Sanitized AG; Sanitized Marketing AG | Director | Private (specialty chemicals) | No disclosed transactions with EDD |
| Aetos-managed/sponsored funds | Director | Registered investment funds | Industry network overlap with alternatives platforms |
Expertise & Qualifications
- Alternatives investment and risk oversight expertise as long‑tenured senior executive at Aetos and Chair of Risk Committee .
- Prior senior leadership at Morgan Stanley asset management businesses; extensive fund governance experience since 2006 across the Morgan Stanley Fund Complex .
Equity Ownership
| Holder | EDD Dollar Range of Beneficial Ownership | Aggregate Dollar Range Across Fund Family |
|---|---|---|
| Michael F. Klein | None | Over $100,000 |
Additional ownership context:
- As of April 11, 2025, officers and Directors as a group owned less than 1% of each Fund’s outstanding Shares .
Governance Assessment
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Strengths:
- Independent Director with deep alternatives/risk background; chairs Risk Committee and serves on Governance and Equity Investment Committees, supporting strong oversight of investment and operational risks .
- Attendance threshold met (≥75% of meetings), indicating baseline engagement; structured committee system aids targeted oversight .
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Alignment and engagement signals:
- No direct beneficial ownership in EDD (Dollar Range: None), which may reduce fund‑specific “skin‑in‑the‑game,” though aggregate ownership across related funds exceeds $100k; DC Plan deferral of $1,048 evidences use of fee deferral rather than equity compensation .
- None of the Directors attended the last annual Stockholder meeting, a potential investor‑engagement concern for some shareholders .
-
Compensation structure:
- Cash retainer structure with committee chair fees; no equity or performance‑based components disclosed. Base retainer increased to $350,000 in 2025 from $335,000 in 2024; Risk Chair retainer is $50,000, making Klein’s 2025 structure $400,000, consistent with peer chair uplifts across committees .
-
Potential conflicts (monitoring point):
- Senior executive and board roles at Aetos and affiliated funds could present perceived conflicts if Aetos or affiliates interact with Morgan Stanley Funds; no related‑party transactions are disclosed in the proxy, but continued monitoring of service‑provider and investment relationships is warranted .
Overall, Klein’s tenure, committee leadership in risk, and institutional asset management experience are positives for board effectiveness; key monitoring areas are fund‑specific ownership alignment, shareholder meeting attendance, and any evolving interlocks involving Aetos‑affiliated entities .