Nobuchika Mori
AFLACAbout Nobuchika Mori
Nobuchika Mori (age 68) is an independent director of Aflac Incorporated, serving since 2020. He is Representative Director of Japan Financial and Economic Research Co. Ltd., and an eminent guest professor at the University of Tokyo’s Center for Advanced Research in Finance; previously he was Commissioner of Japan’s Financial Services Agency (JFSA) and held senior posts at JFSA and Japan’s Ministry of Finance with international diplomatic assignments (MOF Chief Representative in New York, Minister at the Embassy of Japan in the U.S., Deputy Treasurer at the Inter-American Development Bank) . His core credentials center on financial regulation, supervision of financial institutions, legislative and regulatory planning, and Japanese market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Japan Financial and Economic Research Co. Ltd. | Representative Director | Since July 2018 | Provides research/consulting to companies in Japan and abroad |
| Financial Services Agency (JFSA), Japan | Commissioner | Jul 2015–Jul 2018 | Led supervision of banks, securities, insurance; directed legislative/regulatory planning |
| JFSA (various senior posts) | Vice Commissioner for Policy Coordination; DG for Inspection; DG for Supervision | Over 30 years prior to 2015 | Oversight of inspection/supervision and policy coordination |
| Ministry of Finance (MOF), Japan | Chief Representative in New York | Prior role (dates not specified) | International financial markets and regulatory standards engagement |
| Embassy of Japan in the U.S. | Minister | Prior role (dates not specified) | Diplomatic post reflecting international finance expertise |
| Inter-American Development Bank | Deputy Treasurer | Prior role (dates not specified) | International financial institution role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Tokyo (CARF) | Eminent Guest Professor | Since Jul 2022 | Graduate School of Economics; finance research |
| Columbia University SIPA | Senior Research Scholar & Adjunct Professor | 2018–2021 | Academic appointment in international and public affairs |
| Center on Japanese Economy and Business (CJEB) | Professional Fellow | 2018–2021 | Fellowship role |
No other public company directorships disclosed for Mori .
Board Governance
- Independence: The Board determined all director nominees other than the CEO are independent under NYSE standards; Mori is classified as independent .
- Committees: Mori serves on Corporate Governance (member) and Finance & Investment (member) .
- Committee activity (2024): Corporate Governance Committee met 2 times; Finance & Investment Committee met 5 times .
- Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting; the Lead Non‑Management Director leads sessions and shareholder outreach .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Corporate Governance | Member | 2 | Director nominations, committee assignments, governance principles, Board evaluation, succession |
| Finance & Investment | Member | 5 | Capital structure, reinsurance, hedging, investment policy/performance, liquidity, ratings dialogue |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard for non‑employee directors |
| Committee chair fees | $0 | Applies only to chairs; Mori is a member, not chair |
| Audit & Risk committee member fee | $0 | $15,000 only for Audit & Risk members; Mori is not an AR member |
| Total fees earned (cash) | $135,000 | Reflects retainer |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted stock | May 6, 2024 | $180,051 | Vests at next annual meeting (time‑based) | None; director grants are time‑based, not performance‑based |
- As of Dec 31, 2024, Mori held 2,156 restricted shares from 2024 grants (closing price $84.73 used for fair value) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Notable affiliations | Academic roles at University of Tokyo and Columbia; CJEB fellow |
| Potential interlocks | None disclosed with Aflac competitors/suppliers/customers |
Expertise & Qualifications
- Japanese market and regulatory expertise: Decades in financial regulation/policy and supervision across JFSA/MOF; deep knowledge of highly regulated industries in Japan and internationally .
- Risk management and policy: Led oversight of financial institutions and regulatory planning; international standards exposure via diplomatic posts and multilateral role .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | 12,557 | <0.1% of outstanding; voting rights 12,557 |
| Unvested restricted stock | 2,156 (2024 grant) | Vests at next annual meeting |
| Options | None disclosed for Mori | |
| Pledged shares | None; no director has pledged shares | |
| Ownership guidelines | 5x annual cash retainer for non‑employee directors | |
| Guideline compliance | All non‑employee directors exceed or are on track within allowed timeframe |
Governance Assessment
- Independence and alignment: Independent director with strong Japanese regulatory background; service on Corporate Governance and Finance & Investment committees aligns with Aflac’s Japan/U.S. multi‑segment operations and investment oversight .
- Engagement: Committee participation and Board attendance meet governance expectations; Board holds regular executive sessions without management .
- Compensation alignment: Director pay mix is balanced between fixed cash retainer ($135,000) and time‑based equity (~$180,051), with stock ownership guidelines at 5x retainer; no hedging/pledging permitted for directors .
- Conflicts and related‑party exposure: No related‑person transactions disclosed for Mori; the company maintains a formal review policy for related person transactions and disclosed a strategic alliance with Japan Post entities at the corporate level (commissions ~$90M in 2024), but no personal involvement for Mori is indicated .
- Compliance signals: No delinquent Section 16(a) reports noted for directors other than a CFO‑related administrative exception; none attributed to Mori .
Red Flags
- None disclosed specific to Mori (no pledging, no related‑party transactions, independent status affirmed, attendance thresholds met) .