Jacob Katz
Jefferies Financial GroupAbout Jacob M. Katz
Independent Director at Jefferies Financial Group Inc. since 2018; age 72 as of February 10, 2025. Katz is a CPA and former National Managing Partner and Global Leader of Financial Services at Grant Thornton LLP, with ~40 years at the firm; he is designated an “audit committee financial expert.” He chairs Jefferies’ Audit Committee and serves on the ESG/DEI and Risk & Liquidity Oversight Committees; he also serves on the board of Jefferies International Limited (UK subsidiary). He is independent under NYSE rules; all non-employee nominees other than the SMBC designee were affirmed independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | National Managing Partner & Global Leader, Financial Services | 2013–Jul 2016 | Led firm’s financial services practice; extensive financial reporting and audit leadership |
| Grant Thornton LLP | Northeast Region Managing Partner | 2010–2013 | Regional leadership |
| Grant Thornton LLP | New York Office Managing Partner | 2003–2013 | Office leadership |
| Grant Thornton LLP | Partnership Board Member (Chair for much of the time) | 1999–2012 | Governance oversight |
External Roles
| Organization | Role | Status/Years | Committees/Notes |
|---|---|---|---|
| Jefferies International Limited (UK) | Director; Chairs Risk Committee; Member of Audit, Nominations, Remuneration | Since 2017 | Cross-entity oversight across Jefferies’ UK business |
| Herc Holdings Inc. (NYSE: HRI) | Director; Audit Committee Chair (part of term) | Served 5 years (prior) | Audit leadership at public company |
| Various private companies | Advisor/Board Advisor | Current | Board Advisor to a data solutions and protection company |
| National Association of Corporate Directors | Member | Current | Governance professional affiliation |
| GPPC Bank Working Group | Member (past) | Prior | Global forum of large accounting networks |
Board Governance
- Committee assignments and leadership
- Audit Committee: Chair; designated audit committee financial expert. Eight meetings in FY2024. Responsibilities include oversight of financial reporting, internal controls, independent auditor oversight, and approval of related-person transactions. Deloitte selected as auditor for 2025 (8th consecutive year).
- ESG/DEI Committee: Member; three meetings in FY2024. Oversight of sustainability, CSR, climate, and DEI.
- Risk & Liquidity Oversight Committee: Member; four meetings in FY2024. Reviews ERM, risk appetite, capital/liquidity funding, cybersecurity risk.
- Independence and attendance
- Independent under NYSE rules; board affirmed independence for all non-employee nominees except SMBC’s designee. Independent directors hold regular executive sessions.
- Attendance: All director nominees then serving attended at least 75% of board/committee meetings in FY2024 (Board met eight times).
- Cross-entity oversight
- Katz (Audit Chair) and the Lead Independent Director also serve on the board of Jefferies International Limited to extend risk and audit visibility across global operations.
Fixed Compensation (Director Pay – FY2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 331,750 | Includes $125,000 annual retainer, $40,000 Audit Chair retainer, and $166,750 for service as director of Jefferies International Limited |
| Stock Awards (Grant-Date Fair Value) | 205,000 | Annual director equity; each independent director received 4,648 restricted stock or deferred shares |
| Total | 536,750 | Cash + stock grant fair value (GAAP) |
| Director Compensation Structure (FY2024) | — | Equity grant $205,000; cash retainer $125,000; additional chair retainers: Audit or Lead Independent Director $40,000; Compensation $30,000; other committee chairs $10,000. Stock awards vest one-third per year; non-forfeitable upon death, disability, or retirement at/after age 65. |
Performance Compensation
- Directors do not receive performance-based pay; annual equity is time-based (restricted stock/deferred shares) with three-year pro rata vesting. No options or PSU metrics apply to director compensation.
Director equity grant/vesting detail
| Grant | Shares/Units | Price/Fair Value | Vesting |
|---|---|---|---|
| 2024 Annual Director Equity | 4,648 shares | $205,000 grant-date fair value | Vests 1/3 per year; non-forfeitable on death/disability/retirement (65+) |
| 2025 Director Stock Award (Form 4) | 4,047 shares | $54.35 per share | Stock award; post-transaction direct holdings 51,832 shares (as of 3/27/2025) |
Other Directorships & Interlocks
| Company | Current/Prior | Nature | Interlock/Conflict Consideration |
|---|---|---|---|
| Jefferies International Limited | Current | Subsidiary board; risk, audit, nominations, remuneration roles | Enhances enterprise oversight; not a third-party interlock |
| Herc Holdings Inc. | Prior (5 yrs) | Public company board; Audit Chair part of term | No current interlock disclosed |
| Public boards (non-portfolio) | Current count | 0 (matrix) | No current external public company board seats (non-portfolio) |
Expertise & Qualifications
- CPA; deep audit/financial reporting expertise; extensive leadership in financial services; mergers & acquisitions and risk oversight capabilities; designated “audit committee financial expert.” Education: MBA (Taxation), City University of New York; BA, Brooklyn College.
Equity Ownership
| Date/Source | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Record date Jan 27, 2025 (Proxy) | 47,785 shares | <0.1% | Company ownership table |
| After 3/27/2025 Form 4 | 51,832 shares (direct) | — | Reflects 4,047-share stock award at $54.35 on 3/27/2025 |
Alignment and policies
- Director stock ownership guideline: 5x annual cash retainer ($625,000) within five years; all directors with ≥5 years on board have met/exceeded the guideline (Katz joined in 2018).
- Anti-hedging policy: Hedging, short-selling, and derivatives involving Jefferies securities prohibited for directors, officers, employees.
- Related person transactions: Audit Committee (chaired by Katz) reviews and approves/ratifies related-person transactions under a formal policy; no related-person transactions disclosed involving Katz.
Insider Trades
| Trade Date (Filing Date) | Type | Shares | Price | Post-Transaction Holdings |
|---|---|---|---|---|
| 2025-03-27 (Filed 2025-03-28) | Stock Award (Grant) | 4,047 | $54.35 | 51,832 (direct) |
Governance Assessment
- Strengths supporting investor confidence
- Independent director with deep audit and financial services expertise; designated audit committee financial expert; chairs Audit Committee with eight meetings in FY2024 and direct oversight of auditor selection (Deloitte) and related-person transaction policy.
- Cross-entity visibility as director at Jefferies International Limited (UK), expanding risk and audit oversight across global operations.
- Demonstrated engagement: at least 75% attendance standard met across board/committees; board and committees met regularly in FY2024 (Board 8; Audit 8; Risk 4; ESG/DEI 3).
- Pay alignment: Balanced cash/equity director pay; equity vests over time; robust director ownership guidelines; anti-hedging policy in place.
- Watch items and potential risks
- SMBC strategic alliance adds a major shareholder representative to the board; however, Katz remains independent and is not the SMBC designee. Continued vigilance on related-party review is appropriate (overseen by Audit Committee chaired by Katz).
- No red flags disclosed for Katz regarding related-party transactions, pledging, or legal proceedings. None identified in the proxy.
Conclusion: Katz brings strong audit and financial oversight credentials, independent status, and cross-border board experience that collectively support board effectiveness and risk oversight. His role as Audit Chair and as a financial expert, coupled with ownership guideline compliance and an anti-hedging regime, are positive indicators for governance quality and investor alignment.