Patricia A. Maleski
About Patricia A. Maleski
Independent Director of EDD and other Morgan Stanley Funds since January 2017; birth year 1960. Chairperson of the Compliance and Insurance Committee since January 2025, with 30+ years in financial services and extensive registered investment company experience, including senior leadership roles at JPMorgan Asset Management and prior CPA work at Price Waterhouse’s Investment Company Practice. Oversees 80 funds in the complex; independence is affirmed across all standing committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Price Waterhouse LLP | Certified Public Accountant; Investment Company Practice | Not disclosed | Regulatory, accounting, valuation expertise for investment companies |
| Bank of New York | Finance role (brief stint) | Not disclosed | Banking/investment operations exposure |
| JPMorgan Funds / J.P. Morgan Investment Management Inc. | Vice President & Board Liaison; Treasurer & Principal Financial Officer; Chief Administrative Officer; President & Principal Executive Officer | Various: VP/Board Liaison, Treasurer/PFO, CAO (2001–2013); President/PEO (2010–2013) | Led fund operations, governance, finance, and executive functions across the JPMorgan Fund complex |
| JPMorgan Asset Management | Chief Control Officer — Global Asset Management; Oversight & Control Head; Head of Fiduciary & Conflicts of Interest Program | 2013–2016 (Chief Control Officer 2013–2015; Oversight & Control 2013–2016; Fiduciary & Conflicts 2015–2016) | Enterprise control, fiduciary oversight, conflicts management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutley Family Service Bureau, Inc. (non-profit) | Trustee; Treasurer; Finance Committee | Trustee (Jan 2022–Mar 2023); Treasurer (Jan 2023–Mar 2023); Finance Committee (Jan 2022–Mar 2023) | Community finance oversight; no public company interlocks disclosed |
Board Governance
- Staggered board with three-year terms; Maleski is designated as Class I for EDD and other Morgan Stanley Funds.
- Committees (comprised exclusively of Independent Directors):
- Compliance & Insurance Committee — Chair (all Funds); membership varies by fund, but she chairs across Funds, including EDD.
- Fixed Income, Liquidity and Alternatives Investment Committee — Member (all Funds; for IIF, member alongside Frances L. Cashman).
- Governance Committee — Member (multiple Funds; sole member for IIF).
- Board and Committee meeting counts (EDD, FY ended Oct 31, 2024): Board 5; Audit 4; Governance 4; Compliance & Insurance 4. Attendance rates not disclosed.
- Independent Board Chair (not Maleski): W. Allen Reed; Chair leadership structure detailed.
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $335,000 | $350,000 | 2025 increase effective Jan 1, 2025; excludes Board Chair |
| Compliance & Insurance Committee Chair Fee | $65,000 | $65,000 | Maleski chairs this committee as of Jan 2025 |
| Audit Committee Chair Fee | $80,000 | $80,000 | Not applicable to Maleski unless appointed |
| Governance Committee Chair Fee | $50,000 | $60,000 | Not applicable to Maleski; fee increased in 2025 |
| Risk / Equity / Fixed Income Committee Chair Fees | $50,000 each | $50,000 each | Not applicable to Maleski unless appointed |
| Board Chair Total Retainer | $630,000 | $630,000 | For Board Chair (W. Allen Reed) |
- Deferred Compensation Plan: Independent Directors can defer fees; returns track selected Morgan Stanley Funds; distributions in lump sum or 5 annual installments; unsecured and subject to Fund creditors. No deferral account value disclosed for Maleski.
Performance Compensation
| Element | Details |
|---|---|
| Equity-based awards (RSUs/PSUs) | Not disclosed for Directors (structure is cash retainers and chair fees). |
| Stock options | Not disclosed for Directors. |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed for Directors. |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed. |
| Registered investment companies | Director/Trustee of various Morgan Stanley Funds; oversees 80 funds. |
| Private company/non-profit boards | Nutley Family Service Bureau, Inc. (prior). |
| Interlocks with competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- CPA background (Price Waterhouse) with investment company accounting and valuation expertise.
- Senior fund operations and governance leadership (President/PEO; CAO; Treasurer/PFO) across JPMorgan Funds.
- Enterprise control, fiduciary oversight, and conflicts management experience at JPMorgan Asset Management.
- Extensive experience with registered investment companies; independent committee leadership at Morgan Stanley Funds (Compliance & Insurance Chair).
Equity Ownership
| Name | CAF | MSD | EDD | IIF | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|---|---|---|
| Patricia A. Maleski | None | None | None | None | Over $100,000 |
- As of April 11, 2025, officers and Directors as a group owned less than 1% of each Fund’s outstanding shares (fund-level aggregate).
Governance Assessment
- Strengths: Independent director; Chair of Compliance & Insurance Committee, signaling prioritization of controls and coverage; deep registered fund operations and fiduciary/conflicts expertise; broad complex oversight (80 funds).
- Compensation structure: Fixed cash retainer plus committee chair fees; absence of equity awards limits misaligned incentives typical of option repricing; DC plan allows fee deferral linked to fund returns (unsecured).
- Alignment signals: Dollar-range disclosure shows no direct share ownership in EDD (None), while having over $100k aggregate exposure across the family of investment companies via holdings or deferred amounts; potential alignment is via DC plan elections rather than EDD-specific equity.
- Potential risks/RED FLAGS to monitor:
- No EDD share ownership (None) may reduce direct, fund-specific alignment.
- Large governance scope (80 funds) implies significant time commitments; monitor engagement via future attendance disclosures and committee outputs.
- Board structure: Independent Chair and all-Independent committees; formal Governance Committee charter outlines periodic Board/committee evaluations and authority to engage independent counsel—supports board effectiveness.
Notes: Attendance rates, individual meeting attendance, hedging/pledging, related-party transactions, and insider trades are not disclosed in the cited materials; continue monitoring 8‑K items and future proxies for updates.