W. Allen Reed
About W. Allen Reed
W. Allen Reed (born 1947) is an Independent Director of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (EDD) and serves as Chair of the Boards for the Morgan Stanley Funds (except IIF). He has been Chair since August 2020 and a Director since August 2006. Reed previously served as President & CEO of General Motors Asset Management, Chairman & CEO of the GM Trust Bank, and Corporate Vice President of General Motors Corporation (August 1994–December 2005) . The Boards feature an Independent Chair and are structured with standing committees comprised exclusively of Independent Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Asset Management; GM Trust Bank; General Motors Corp. | President & CEO (GMAM); Chairman & CEO (GM Trust Bank); Corporate VP (GM) | Aug 1994–Dec 2005 | Senior leadership of institutional asset management; fiduciary oversight of GM pension/insurance assets |
| Morgan Stanley Funds | Vice Chair of the Boards | Jan 2020–Aug 2020 | Board leadership transition prior to Chair role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morgan Stanley Funds (closed-end and open-end complex) | Chair of the Boards (except IIF); Director/Trustee across complex | Chair since Aug 2020; Director since Aug 2006 | Oversees ~79–80 funds in complex as Independent Chair |
| Legg Mason, Inc. | Director | 2006–2019 | Former public company directorship (asset management) |
| Auburn University Foundation | Director | 2010–2015 | Non-profit board role |
Board Governance
- Board class and election cycle: For EDD, Reed is designated Class II. At the 2025 meetings, only Richard G. Gould III (Class II) and Class III directors were considered for election; Reed is not up for election in 2025 for EDD .
- Committee assignments: Member, Governance Committee (EDD and most Funds); Member, Risk Committee (EDD and most Funds). As Chair of the Funds (except IIF), Reed may periodically attend other operating committee meetings .
- Independence: Committees are comprised exclusively of Independent Directors; the Chair role is held by an Independent Director .
- Attendance and engagement: In EDD’s FY ended Oct 31, 2024, each current Director attended at least 75% of aggregate Board and committee meetings during their service. None of the Directors attended the last annual stockholder meeting (attendance not required) .
| EDD Board/Committees (FY ended Oct 31, 2024) | Meetings |
|---|---|
| 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 |
- Board retirement policy: Directors are expected to retire by year-end when they reach age 78, with the Governance Committee empowered to grant waivers in special circumstances. Those who were 75+ as of Jan 1, 2021 are grandfathered and may serve until the end of the year they turn 80 (a waiver was granted to another director, Frank L. Bowman, through Dec 31, 2025) .
Fixed Compensation
- Policy (effective Jan 1, 2025):
- Independent Director annual retainer: $350,000 (up from $335,000 prior to Jan 1, 2025) .
- Committee Chair retainers: Audit $80,000; Governance $60,000 (up from $50,000 pre-2025); Risk $50,000; Equity Investment $50,000; Fixed Income, Liquidity & Alternatives $50,000; Compliance & Insurance $65,000 .
- Chair of the Boards (Reed): total annual retainer $630,000 across the Morgan Stanley Funds, allocated pro rata among operational funds based on relative net assets .
| Component | 2024/Policy Amount | Notes |
|---|---|---|
| Independent Director Annual Retainer (pre-2025) | $335,000 | Increased effective Jan 1, 2025 |
| Independent Director Annual Retainer (2025 policy) | $350,000 | For all Independent Directors except the Chair |
| Chair of the Boards Retainer (Reed) | $630,000 | Paid by fund complex; allocated pro rata among funds |
| Committee Chair Retainers | $50,000–$80,000 | Audit $80k; Governance $60k; Risk/Equity/Fixed Income $50k; Compliance & Insurance $65k |
- Actual compensation (calendar year 2024): Reed’s total compensation from the Morgan Stanley Funds for services as Chair was $630,000 .
| Director | Total Compensation from Fund Complex (CY 2024) |
|---|---|
| W. Allen Reed | $630,000 |
The Funds maintain a Deferred Compensation Plan permitting Directors to defer fees; deferred amounts are credited to fund return “mirrors” chosen by the Director and are unsecured obligations of each Fund .
Performance Compensation
- None. Director compensation is retainer-based (cash) with supplemental committee chair fees; there are no stock option, PSU/RSU, or TSR/ESG performance-linked awards for Directors in the proxy disclosures .
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Legg Mason, Inc. | — | Director | 2006–2019 | Former public asset manager directorship; no current public company directorships disclosed for Reed |
Expertise & Qualifications
- Senior asset management and fiduciary oversight expertise from leading GM Asset Management and GM Trust Bank; extensive board leadership experience as Independent Chair across a large fund complex .
- Risk oversight and governance experience through service on the Risk Committee and Governance Committee of the Funds .
Equity Ownership
- Beneficial ownership in EDD: None (dollar range “None”) as of December 31, 2024 .
- Aggregate across Family of Investment Companies overseen: “Over $100,000” (may include amounts deemed owned via deferred compensation) .
- Officers and Directors as a group owned less than 1% of each Fund’s outstanding shares as of April 11, 2025 .
| Metric | EDD | Aggregate across Family of Investment Companies |
|---|---|---|
| Dollar Range of Beneficial Ownership (Reed) | None | Over $100,000 |
| Group Ownership (Officers & Directors) | <1% of outstanding shares | — |
Governance Assessment
-
Positives:
- Independent Chair with long-tenured board leadership and deep institutional asset management background—supports robust oversight of adviser and service providers .
- Active risk and governance involvement (member of Risk and Governance Committees), with all standing committees composed solely of Independent Directors .
- Attendance threshold: all current Directors met ≥75% Board/committee attendance for FY2024, suggesting baseline engagement .
-
Watch items / potential investor perception risks:
- Alignment: Reed disclosed no personal share ownership in EDD (common across this board), which some investors view as weaker “skin-in-the-game,” though the complex offers a fee deferral plan that can mirror fund returns .
- Shareholder engagement optics: none of the Directors attended the last annual stockholder meeting (attendance not required), which some governance-sensitive investors may question .
- Compensation optics: Director retainer increased to $350,000 in 2025; Reed’s Chair retainer remains $630,000—appropriate for responsibilities, but higher fixed cash pay could draw scrutiny absent equity alignment .
No related-party transactions, hedging/pledging disclosures, or say-on-pay matters were identified for Directors in the joint proxy excerpts cited; closed-end fund director compensation is paid by funds and allocated pro rata by net assets .