Toru Nakashima
Jefferies Financial GroupAbout Toru Nakashima
Toru Nakashima, age 61 as of February 10, 2025, joined Jefferies Financial Group’s Board on August 12, 2024, pursuant to the SMBC–Jefferies Exchange Agreement after SMBC crossed a 10% ownership threshold; he serves as Director President and Group Chief Executive Officer of Sumitomo Mitsui Financial Group, Inc. (SMFG) and is not deemed independent by JEF’s Board due to his nomination by SMBC . He holds a B.A. in Engineering from the University of Tokyo and an MBA from Dartmouth’s Tuck School (Edward Tuck Scholar), with extensive financial services leadership spanning SMFG/SMBC and related entities .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Sumitomo Mitsui Financial Group (SMFG) | Director President & Group CEO; Management Committee member | Dec 2023–present | Top executive leadership; oversight across group businesses |
| SMFG | Deputy President & Executive Officer; Co-Head of Wholesale Business Unit | Apr 2023–Dec 2023 | Wholesale business leadership |
| Sumitomo Mitsui Banking Corporation (SMBC) | Director & Deputy President; Head of Global Corporate Banking Division | Apr 2023–Dec 2023 | Global corporate banking leadership |
| SMFG/SMBC | Director & Senior Managing Executive Officer; Group CFO & Group CSO (SMFG) | Jun 2019 onward (prior roles dating back to 1986) | Group finance and strategy leadership |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| SMFG (public company) | Director President & Group CEO | Dec 2023–present | Current public board; counts as 1 outside public board |
| SMBC Nikko Securities Inc. | Director | 2019–2023 | Capital markets subsidiary governance |
| Sumitomo Mitsui Finance & Leasing Co., Ltd. | Director | 2019–2023 | Leasing/finance oversight |
| densai.net Co., Ltd. | Director | 2020–2021 | Digital payments/settlement |
| SMBC Trust Bank Ltd. | Director | 2022–2023 | Trust banking governance |
| Taiju Life Insurance Co. Ltd. | Director | 2022–2024 | Insurance oversight |
Board Governance
- Committee assignments at JEF: None; he is a Board member without current committee roles .
- Independence: JEF’s Board affirmed independence for all non‑employee director nominees except the SMBC nominee, Mr. Nakashima; therefore, he is not independent .
- Tenure: 1 year on the JEF Board (matrix) .
- Attendance: The Board held eight meetings in fiscal 2024; directors then serving at the 2024 Annual Meeting attended at least 75% of Board/committee meetings. Specific attendance data for Mr. Nakashima (appointed Aug 2024) is not disclosed .
- Executive sessions: Independent directors meet regularly in executive session; led by the Lead Independent Director .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair/Membership Fees ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
Mr. Nakashima, the SMBC appointee, does not receive any director compensation from JEF .
Additional context:
- Standard non‑employee director compensation for 2024 included $125,000 cash retainer, $205,000 equity grants, and additional chair retainers—but these did not apply to Mr. Nakashima .
Performance Compensation
- Not applicable: JEF discloses no performance‑linked director compensation for Mr. Nakashima; he receives no JEF director pay .
Other Directorships & Interlocks
| Company | Relationship to JEF | Potential Interlock/Conflict Consideration |
|---|---|---|
| SMFG (public) | Strategic alliance partner; SMBC Group increased financial interest to ~14.5% on as‑converted fully diluted basis | As SMFG’s Director President & Group CEO and SMBC nominee to JEF’s Board, his role links JEF governance to a major strategic partner and significant shareholder; Board classifies him as non‑independent . |
| SMBC, SMBC Nikko, SMBC Nikko America | Alliance scope includes leveraged finance/M&A, ECM/DCM collaboration, joint IG coverage; extended to EMEA and Canada | Credit facilities (Nov 2023, May 2024; none outstanding) and repo agreements with certain JEF subsidiaries indicate transactional ties; all captured under JEF’s related‑person policy and Audit Committee oversight . |
Expertise & Qualifications
- Skills matrix: Audit & financial expertise; corporate strategy and governance; financial services; global operations; executive leadership; M&A; risk oversight .
- Education: University of Tokyo (Engineering); Tuck School MBA (Edward Tuck Scholar) .
- Career: Multi‑decade leadership across SMFG/SMBC entities, including CFO/CSO, wholesale banking leadership, and multiple subsidiary boards .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Toru Nakashima | — | — | No beneficial ownership disclosed at JEF record date (Jan 27, 2025) . |
Director ownership guidelines:
- JEF requires directors within five years to hold equity equal to 5x annual cash retainer; however, Mr. Nakashima does not receive JEF director compensation and currently holds no JEF shares .
Governance Assessment
Key findings:
- Independence and conflicts: He is expressly classified as the SMBC nominee and not independent, reflecting the alliance and ownership ties; the alliance includes referral arrangements, credit lines (none outstanding), and repos, all subject to Related Person Transaction Policy and Audit Committee review .
- Board effectiveness: No committee assignments to date limit his formal oversight footprint, though his global banking expertise is relevant to JEF’s strategy and cross‑border deal flow .
- Ownership alignment: No JEF share ownership reported; JEF’s director ownership guideline may have limited applicability as he receives no JEF director compensation. This signals weaker “skin‑in‑the‑game” alignment relative to independent directors who receive cash/equity .
- Engagement: Board met eight times in fiscal 2024; broad attendance thresholds are disclosed, but specific attendance metrics for Mr. Nakashima were not provided (joined Aug 2024) .
RED FLAGS
- Not independent due to nomination by a significant shareholder/strategic partner (SMBC/SMFG) .
- No disclosed JEF equity ownership, reducing alignment with shareholder outcomes .
- Interlocks via alliance and transactions with SMBC Group require continuous, robust Audit Committee oversight under the Related Person Transaction Policy .
Signals supporting confidence
- Appointment strengthens the SMBC–Jefferies strategic alliance, which JEF credits for market share gains and revenue growth; SMBC Group increased its stake to ~14.5%, aligning strategic interests at the corporate level .
- Extensive executive leadership in global banking brings expertise in wholesale banking, corporate banking, and capital markets relevant to JEF’s core businesses .