Yusuke Andoh
About Yusuke Andoh
Yusuke Andoh is President and Director of Japan Smaller Capitalization Fund, Inc. (JOF) since 2025 and is classified as an “interested person” due to his positions with Nomura Asset Management U.S.A., Inc. (NAM‑U.S.A.) and Nomura Asset Management Co., Ltd. (NAM) . He is 45 years old as of October 14, 2025, with an investment management background, financial skills, and Asian investment expertise highlighted by the Board . Andoh’s principal occupation includes President & CEO of NAM‑U.S.A. since April 2025 and Executive Director/Head of Japanese Marketing at NAM‑U.S.A. in 2024; previously a Fund Manager leading teams in Business Development and Marketing at NAM‑Tokyo from 2014–2024 . No fund-specific TSR, revenue, or EBITDA performance metrics tied to his role are disclosed in JOF’s filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nomura Asset Management Co., Ltd. (Tokyo) | Fund Manager; led teams in Business Development and Marketing | 2014–2024 | Board cited Andoh’s investment management background, financial skills, and Asian investment expertise |
| Nomura Asset Management U.S.A., Inc. | Executive Director; Head of Japanese Marketing Department | 2024 | Senior marketing leadership prior to NAM‑U.S.A. CEO appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nomura Asset Management U.S.A., Inc. | President & Chief Executive Officer | Apr 2025–Present | Senior leadership at JOF’s investment manager; underscores Asian investment and marketing expertise |
| Other public company boards | Director | — | None disclosed; “Other Directorships: None” in proxy |
Board Governance (Service History, Committees, Independence)
- Board service: Director nominee and serving since 2025; nominated alongside independent directors for one-year terms expiring at the 2026 Annual Meeting .
- Committee roles: Each Independent Director (not Andoh) is a member of the Audit, Nominating, and Governance & Compliance Committees; committee chairs are Audit (David B. Chemidlin), Nominating (Arthur B. Laby), Governance & Compliance (Paige P. Ouimet), and Chair of the Board (Marcia L. MacHarg) .
- Independence status: Andoh is an “interested person” under the Investment Company Act based on his positions with NAM‑U.S.A. and NAM; he is not listed as serving on independent board committees .
- Dual‑role implications: Andoh serves as both JOF President and Director while also being NAM‑U.S.A.’s CEO, which presents potential conflicts typical for externally managed funds; independent director-led committees and a separate Chair of the Board provide structural oversight .
Fixed Compensation
| Component | FY Ended | Amount | Notes |
|---|---|---|---|
| Aggregate compensation from JOF (Director) | Feb 28, 2025 | $0 | Andoh received no compensation from the Fund as a Director |
Director fee schedule context (Independent Directors):
- Annual retainer: $30,000; Meeting fees: $3,300 per in-person/virtual, $2,200 per telephonic; Chair fees: Board $10,000, Audit $5,000, Nominating $2,500, Governance & Compliance $2,500; total Independent Director fees and expenses in FY ended Feb 28, 2025: $232,336 .
- Andoh, as an interested Director, did not receive these fees (table shows $0) .
Performance Compensation
- No performance-based compensation (bonus targets, RSUs/PSUs, options, or fund-specific performance metrics) is disclosed for Andoh by JOF; compensation appears to be determined by NAM‑U.S.A., not disclosed in JOF’s proxy .
Equity Ownership & Alignment
| Metric | Date | Value | Source |
|---|---|---|---|
| Beneficial ownership (Form 3 initial filing) | Apr 11, 2025 | No securities beneficially owned | |
| Dollar range of JOF holdings (Director/nominee) | Sep 26, 2025 | None | |
| Group ownership (Directors and officers as a group) | Sep 26, 2025 | <1% of outstanding shares | |
| Shares pledged as collateral | — | Not disclosed | |
| Options (exercisable/unexercisable) at JOF | — | None disclosed | |
| Stock ownership guidelines / compliance | — | Not disclosed |
- Section 16 compliance: Based on review of filings and written representations, the Fund believes all directors, officers, and >10% holders complied with Section 16(a) filing requirements for the fiscal year .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| JOF role start | President and Director since 2025 | |
| NAM‑U.S.A employment | CEO since April 2025; Executive Director/Head of Japanese Marketing in 2024 | |
| Contract term / expiration | Not disclosed by JOF | |
| Severance / change-of-control | Not disclosed by JOF | |
| Non‑compete / non‑solicit | Not disclosed by JOF | |
| Clawbacks / tax gross‑ups / perquisites | Not disclosed by JOF |
Investment Implications
- Alignment and insider signals: Andoh has zero beneficial ownership in JOF and reports “None” for dollar range holdings, limiting direct alignment via share ownership and reducing the likelihood of insider selling pressure; this is typical for externally managed closed‑end funds where officers are employees of the manager rather than the fund .
- Governance mitigants to dual-role risks: As an interested Director and NAM‑U.S.A CEO, potential conflicts are mitigated by a strong independent board structure—separate independent Chair of the Board, fully independent Audit/Nominating/Governance & Compliance committees, and disclosed fee schedules only for independent directors .
- Compensation transparency: JOF discloses no officer compensation beyond director fees; Andoh’s fund compensation is $0 and his manager‑level pay, incentives, and vesting are not disclosed in JOF filings, limiting pay‑for‑performance analysis at the fund level .
- Experience and execution: The Board cites Andoh’s investment management background and Asian investment expertise, which is strategically relevant to JOF’s Japan smaller‑cap focus; execution risk assessment relies on manager performance and fund results rather than disclosed personal performance metrics in the proxy .
- Trading takeaways: With no insider ownership and no disclosed awards at the fund level, insider selling signals are absent; governance oversight rests with independent directors, suggesting continuity and compliance, but investors should monitor manager actions (e.g., discount management initiatives, capital allocation policies) for performance impact given the external‑management model .