Michael O'Kane - Director | Jefferies Financial Group (JEF) Executive Profile & Compensation

About Michael T. O’Kane

Independent director at Jefferies Financial Group since 2013 with deep fixed-income and asset management experience from senior roles at TIAA; serves on the Compensation and Nominating & Corporate Governance Committees. Age 79 (as of Feb 10, 2025) with 12 years of board service; education includes an MBA (Finance) from Rutgers Graduate School of Business and an A.B. in Economics from Lafayette College . The board has affirmatively determined he is independent; all non-employee director nominees other than the SMBC appointee are independent .

Past Roles

Organization	Role	Tenure	Committees/Impact
TIAA (Teachers Insurance and Annuity Association)	Senior Managing Director – Securities Division (responsible for ~$120bn fixed income and ~$3.5bn private equity AUM); previously MD – Structured Finance; MD – Private Placements	1986–2004	Led large-scale fixed income and private equity portfolios; senior leadership in multiple divisions
Motor Coils Manufacturing Company	Chief Financial Officer	1984–1985	Senior finance leadership
Scholarship America (non-profit)	Trustee	2001–2006	Governance oversight at national scholarship non-profit

External Roles

Organization	Role	Tenure	Committees/Impact
Assured Guaranty, Ltd.	Director (retired)	Until May 2022	Audit Committee member; Chair of Finance Committee; member of Risk Oversight Committee
Current public company boards	None	—	No current public directorships listed for O’Kane

Network note: Another current JEF director, Thomas W. Jones, is a director at Assured Guaranty (Audit; Compensation Chair; Nominating & Corporate Governance), though O’Kane retired in 2022, so there is no current overlap .

Board Governance

Committee assignments: Compensation; Nominating & Corporate Governance (NCG) .
Committee structures and chairs: Compensation Committee met 4x in FY2024; Co-Chairs Robert D. Beyer and Melissa V. Weiler (effective Jan 8, 2025); members include Beyer, Gilmartin, O’Kane, Weiler . NCG met 2x in FY2024; Chair Linda L. Adamany; members Adamany, Ellis Kirk, Gilmartin, Jones, O’Kane .
Independence and executive sessions: Independent directors meet regularly in executive session; Lead Independent Director presides .
Attendance/engagement: All director nominees then serving at the 2024 Annual Meeting attended at least 75% of Board and Committee meetings in FY2024; all Board members then serving attended the 2024 shareholder meeting .

Fixed Compensation

Component	Amount (FY2024)	Notes
Cash fees (retainer and applicable committee fees actually paid)	$125,000	Standard non-employee director retainer was $125,000 in FY2024
Committee chair fees	—	O’Kane is not a committee chair; chair fees were $40,000 (Audit/Lead Independent Director), $30,000 (Compensation), $10,000 (other committees) in FY2024

Policy context: Annual non-employee director compensation consisted of a $125,000 cash retainer plus equity (see below); chair retainers as noted; directors who are employees (and SMBC nominee) receive no director compensation .

Performance Compensation

Grant/Type	Shares/Units	Grant-Date Fair Value	Vesting/Terms
FY2024 annual director equity grant (restricted stock or deferred shares)	4,648	$205,000	Vests one-third per year; non-forfeitable upon death, disability, or retirement at/after age 65; value computed at closing price on grant date

Director stock ownership guidelines: Each director must own ≥5× the annual cash retainer (≥$625,000) within five years; all directors with ≥5 years on the Board have met or exceeded the guideline (O’Kane joined in 2013) .

Other Directorships & Interlocks

Company	Status	Overlap/Notes
Assured Guaranty, Ltd.	Former director (retired May 2022)	Served on Audit; Chair, Finance; Risk Oversight
Current public boards	None	No other current public directorships listed

Expertise & Qualifications

Skills tagged by JEF: Audit & Financial Expertise; Corporate Governance; Ethics/Social Responsibility Oversight; Financial Services; Executive Leadership & Management; Risk Oversight .
Education: MBA (Finance), Rutgers Graduate School of Business; A.B. (Economics), Lafayette College .

Equity Ownership

Metric	Amount
Total beneficial ownership (JEF)	119,919 shares (includes derivatives per SEC definition)
Percent of shares outstanding	<0.1%
Composition detail	Includes 68,377 vested and non-forfeitable share units
Pledging/hedging	Company prohibits hedging by directors; no pledging disclosed for O’Kane in the beneficial ownership footnotes

Governance Assessment

Independence and alignment: O’Kane is an independent director; Board determined all non-employee nominees (other than the SMBC appointee) are independent . Director ownership guideline compliance for 5+ year directors (including O’Kane) supports alignment .
Committee effectiveness: Active member of Compensation (4 meetings FY2024; independent, uses independent consultant Pearl Meyer; no consultant conflicts) and NCG (2 meetings; oversees board refreshment and governance) .
Attendance and engagement: Board reported ≥75% meeting attendance for all director nominees then serving; full attendance at 2024 annual meeting signals engagement .
Pay structure quality: Director compensation balanced between cash retainer ($125k) and time-vested equity ($205k; 4,648 shares), with clear vesting and retirement provisions; robust director ownership guidelines further align interests .
Related-party/conflicts: Company disclosed related person transactions involving certain executives and the SMBC alliance; no related-party transactions disclosed for O’Kane .
Shareholder signal: Say-on-pay support improved to 71% in 2024 following engagement—relevant to overall board/Comp Committee oversight backdrop .
Risk controls: Anti-hedging policy applies to directors; board conducts executive sessions; majority voting with director resignation policy enhances accountability .

RED FLAGS: None specific to O’Kane disclosed (no related-party transactions, no pledging/hedging exceptions, attendance threshold met) .