Joan Binstock
About Joan Binstock
Independent Director (Class II) at Morgan Stanley Direct Lending Fund since 2019; age 71; Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees; designated audit committee financial expert. Senior Advisor at Lovell Minnick Partners (since July 2018); licensed CPA; MBA (NYU) and BA (Binghamton). She beneficially owns MSDL shares via the Joan A. Binstock Revocable Trust and is classified as “Independent” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lord, Abbett & Co. LLC | Partner; Chief Financial Officer | 2000–Mar 2018 | Senior finance leadership at major asset manager |
| Morgan Grenfell Asset Management | Chief Operating Officer | Not disclosed | Operating leadership in asset management |
| Ernst & Young LLP | Principal; National Director, Regulatory & Risk Management Practice | Not disclosed | Regulatory/risk leadership; CPA credential |
| BEA/Credit Suisse | Chief Administrative Officer | Not disclosed | Capital markets administration |
| Goldman Sachs | Chief Administrative Officer, Capital Markets Group | Not disclosed | Capital markets operations |
| Association of Institutional Investors; SIFMA | Board/Director | Not disclosed | Industry policy engagement |
| Omgeo LLC | Global Board of Managers (until Jan 2018) | Not disclosed | Post-trade infrastructure oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lovell Minnick Partners, LLC | Senior Advisor | Jul 2018–present | Deal/operational due diligence across portfolio |
| Brown Brothers Harriman US Mutual Funds | Director | Sep 2019–present | Fund governance |
| KKR Real Estate Select Trust, Inc. | Director; Audit Chair | Aug 2020–present | Audit leadership at REIT |
| Confluence Technologies, Inc. | Director | Apr 2023–present | FinTech governance |
| The 2023 ETF Series Trusts | Director; Audit Chair | 2023–present | Audit oversight across ETF trusts |
| SimCorp A/S | Director | Apr 2018–Mar 2023 | Software/FinTech oversight |
Board Governance
- Independence: The Board determined Binstock is not an “interested person” under Section 2(a)(19) of the 1940 Act; all Audit and Compensation Committee members meet NYSE independence and Rule 10A-3 requirements .
- Committee assignments: Audit (member), Nominating & Corporate Governance (Chair), Compensation (member); designated audit committee financial expert .
- Attendance: Board met 5 times in FY2024; committees met Audit (4), Nominating (4), Compensation (2). No incumbent director attended fewer than 75% of Board and applicable committee meetings; expectation is at least 75% attendance; two directors attended the 2024 annual meeting .
- Leadership structure: Board Chair is an interested director (David N. Miller). No lead independent director; independent directors hold executive sessions and chair all key committees .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Independent Director Annual Fee (post-IPO) | $125,000 | Effective after Jan 26, 2024 IPO; prorated for partial year |
| Audit Committee Chair Fee | $15,000 | Paid only to Audit Chair (not Binstock) |
| Pre-IPO Fees | $75,000 annual; per-meeting fees (Board $2,000 in-person/$1,000 telephonic; Committee $1,000 in-person/$500 telephonic); $7,500 Audit Chair | Historical structure prior to Jan 26, 2024 |
| Total Compensation from MSDL (FY2024) | $122,703 | Actual cash paid for FY2024 |
| Total Compensation from Fund Complex (FY2024) | $374,945 | Aggregate across MS BDCs |
Performance Compensation
| Award Type | Grant Detail | Vesting/Performance Metrics |
|---|---|---|
| Stock Options | None granted in FY2024 | No option awards reported for FY2024 |
| RSUs/PSUs | Not disclosed | No director equity awards disclosed |
| Performance Metrics (Revenue, EBITDA, TSR, ESG) | Not disclosed | No performance-based director compensation disclosed |
Other Directorships & Interlocks
| Company | Category | Role | Potential Interlock/Exposure |
|---|---|---|---|
| KKR Real Estate Select Trust, Inc. | REIT | Director; Audit Chair | Real estate lending/valuation expertise; no related-party transactions disclosed with MSDL – |
| Brown Brothers Harriman US Mutual Funds | Registered funds | Director | Fund governance; no MSDL conflicts disclosed |
| The 2023 ETF Series Trusts | Registered funds | Director; Audit Chair | ETF governance; no MSDL conflicts disclosed |
| Confluence Technologies, Inc. | Private company | Director | FinTech; no MSDL conflicts disclosed |
| Lovell Minnick Partners | PE advisor | Senior Advisor | Potential exposure to PE-backed portfolio companies; MSDL reviews related-party transactions quarterly via Audit Committee |
Expertise & Qualifications
- CPA; audit committee financial expert; deep finance, operations, risk and regulatory background across asset management and capital markets .
- Senior leadership experience as CFO/COO and industry board service; MBA (NYU), BA (Binghamton) .
- Oversees six MS BDC portfolios as director across the fund complex, reinforcing private credit governance experience –.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Instrument/Notes |
|---|---|---|---|
| Joan A. Binstock Revocable Trust (grantor/trustee: Joan Binstock) | 33,592 | <1.0% of outstanding | Binstock disclaims beneficial ownership except to the extent of pecuniary interest |
| Dollar Range (MSDL) | Over $100,000 | N/A | Determined using record-date price; category disclosure |
| Shares Outstanding (Record Date) | 87,920,526 | N/A | For ownership context as of Apr 4, 2025 |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; designated audit committee financial expert; strong attendance; multi-committee service; robust quarterly review of related-party transactions by Audit Committee .
- Alignment: Owns over $100,000 in company equity via a revocable trust; equity ownership disclosed but no director equity grant program evident, suggesting alignment primarily through personal holdings rather than company-awarded equity .
- Potential red flags:
- No lead independent director; Board Chair is an interested director, though independent executive sessions and committee structure provide checks .
- Insider trading policy and 17j-1 Code do not expressly prohibit hedging transactions, which may weaken alignment with common shareholders if used; no individual hedging/pledging disclosures for Binstock .
- Extensive external commitments (multiple boards and advisory role) could pose time-allocation risk, though attendance standards were met and committee meeting cadence appears manageable .
- Related-party/affiliates: No Binstock-specific related-party transactions disclosed; advisory and administrative agreements are with Morgan Stanley affiliates and reviewed/approved by the Board including a majority of independent directors –.
Overall, Binstock’s finance/regulatory depth and committee leadership support board effectiveness; areas to monitor include the absence of a lead independent director and permissive hedging policy for alignment optics .