Nancy C. Everett
About Nancy C. Everett
Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) since January 2015; Chairperson of the Equity Investment Committee since January 2021 and member of the Audit Committee of each Fund. Biography notes she was Interim Vice President for Investment Management at Dominion Energy (since September 2024), Founder/Owner of OBIR, LLC (since June 2014), and formerly CEO of VCU Investment Company (2015–2024), Managing Director at BlackRock (2011–2013), and CEO of General Motors Asset Management/Promark Global Advisors (2005–2010). Birth year: 1955; oversees ~80 funds across the Morgan Stanley fund complex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Commonwealth University Investment Company | Chief Executive Officer | 2015–2024 | Led endowment investment management |
| BlackRock, Inc. | Managing Director | Feb 2011–Dec 2013 | Senior investment leadership |
| General Motors Asset Management (Promark Global Advisors) | Chief Executive Officer | Jun 2005–May 2010 | Chaired GMAM Absolute Return Strategies Fund, LLC (2006–2010) |
| Performance Equity Management, LLC | Chairperson | 2006–2010 | Private equity oversight |
| OBIR, LLC | Owner | Since Jun 2014 | Institutional investment consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dominion Energy | Interim Vice President for Investment Management | Since Sep 2024 | Operating role (not disclosed as board directorship) |
| Virginia Commonwealth University School of Business Foundation | Member | 2005–2016 | Prior non-profit governance |
| Virginia Commonwealth University Board of Visitors | Member | 2013–2015 | Prior non-profit governance |
| Emerging Markets Growth Fund, Inc. | Committee on Directors member | 2007–2010 | Registered investment company governance |
Board Governance
- Independence: Audit Committees comprised exclusively of Independent Directors; Nancy C. Everett is an Independent Director and Audit Committee member of each Fund .
- Committees (EDD focus): Chairperson, Equity Investment Committee; Member, Audit Committee. Not listed as member of EDD’s Risk, Governance, or Fixed Income Committees in 2025 .
- Board structure: Boards feature an Independent Chair (W. Allen Reed; except IIF) with all committees comprised exclusively of Independent Directors .
- Attendance: Each Director attended ≥75% of Board and applicable committee meetings during EDD’s FY ended Oct 31, 2024 .
| EDD Board/Committee Meetings | FY 2023 | FY 2024 |
|---|---|---|
| Board of Directors (EDD) | 7 | 5 |
| Audit Committee | 4 | 4 |
| Governance Committee | 4 | 4 |
| Compliance & Insurance Committee | 4 | 4 |
| Equity Investment Committee | 5 | 5 |
| Fixed Income, Liquidity & Alternatives Committee | 5 | 5 |
| Risk Committee | 4 | 4 |
Note: Directors did not attend the last annual Stockholder meeting (not required) .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual retainer (Independent Directors) | $335,000 | $350,000 (effective Jan 1, 2025) |
| Equity Investment Committee Chair fee | $50,000 | $50,000 |
| Audit Committee Chair fee (not applicable to Everett) | $80,000 | $80,000 |
| Governance Committee Chair fee | $50,000 | $60,000 |
| Risk Committee Chair fee | $50,000 | $50,000 |
| Fixed Income Committee Chair fee | $50,000 | $50,000 |
| Compliance & Insurance Committee Chair fee | $65,000 | $65,000 |
| Total Compensation from Funds and Fund Complex (Calendar Year) | 2023 | 2024 |
|---|---|---|
| Nancy C. Everett | $385,000 | $385,000 |
- Expense reimbursement: Travel and out-of-pocket expenses for meeting attendance reimbursed; Directors employed by the Adviser receive no director compensation from the Funds .
- Deferred Compensation Plan: Directors may defer fees; credited returns track selected Morgan Stanley Funds options; unsecured, subject to Fund creditor claims .
Performance Compensation
- No equity grants, options, or performance-based metrics disclosed for Directors; compensation is cash retainer plus committee chair fees. The Deferred Compensation Plan’s credited returns reflect Director elections, not incentive pay tied to Fund performance targets .
Other Directorships & Interlocks
| Company/Institution | Role | Committee/Notes | Potential Interlock/Conflict |
|---|---|---|---|
| Dominion Energy | Interim VP for Investment Management | Operating role | No related-party dealings disclosed with EDD |
| Emerging Markets Growth Fund, Inc. | Committee on Directors member (prior) | Registered fund governance | Historical, no current interlock disclosed |
| VCU organizations | Member roles (prior) | Non-profit | No conflicts disclosed |
Expertise & Qualifications
- Investment leadership in endowment, asset management, and institutional portfolios (GMAM, BlackRock, VCU Investment Company; OBIR consulting) .
- Deep oversight across equities and fixed income asset classes (Equity Investment Committee Chair; broad fund complex governance) .
- Audit oversight experience via Audit Committee membership across Funds .
Equity Ownership
| Ownership Disclosure (as of Dec 31, 2024) | EDD | Aggregate in Family of Investment Companies |
|---|---|---|
| Dollar range of beneficial ownership | None | Over $100,000 |
- Officers and Directors as a group owned <1% of EDD’s outstanding Shares (as of Apr 11, 2025) .
- No pledging, hedging, options, or RSUs/DSUs for Directors disclosed .
Governance Assessment
- Strengths: Independent chair structure; committees entirely independent; Everett chairs the Equity Investment Committee and serves on the Audit Committee, supporting portfolio oversight and financial integrity. Attendance ≥75% indicates baseline engagement .
- Alignment: Director compensation is transparent and standardized; Everett’s 2024 total compensation ($385,000) consistent with base + EIC chair fee. However, she reports “None” for direct beneficial ownership in EDD despite “Over $100,000” across the fund family — alignment at EDD-level is limited .
- Pay structure changes: Annual director retainer increased from $335,000 to $350,000 beginning in 2025; Governance Chair fee increased to $60,000, indicating upward pressure on cash compensation; no performance conditions added .
- RED FLAGS:
- No director attendance at the last annual Stockholder meeting (engagement optics) .
- No EDD share ownership disclosed for Everett (skin-in-the-game at fund-level) .
- No related-party transactions, loans, or tax gross-ups disclosed involving Everett; audit fees and non-audit services pre-approved by the Audit Committee, with no “de minimis” exceptions utilized and no other services requiring approval under Rule 2-01(c)(7)(ii) .