Osamu Watanabe
Moelis &About Osamu Watanabe
Osamu R. Watanabe is General Counsel and Secretary of Moelis & Company, serving in this role since 2011 after joining the firm in 2010; he is 64 years old, holds a B.A. from Antioch College and a J.D. from Yale Law School (1985), and previously held senior legal positions at UBS, Credit Suisse First Boston, and Donaldson, Lufkin & Jenrette, and was in private practice at Sullivan & Cromwell across New York, Tokyo, Hong Kong, and Melbourne; he also clerked for Judge Morey L. Sear (E.D. La.) . Firm performance context during his tenure includes a compensation framework assessed holistically on adjusted revenues, adjusted net income, operating margin, and TSR, with multi-year equity vesting and sale restrictions that emphasize long-term value creation .
Firm Performance Snapshot (Pay vs. Performance disclosure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| MC Total Shareholder Return ($ value of $100) | 163 | 243 | 157 | 244 | 334 |
| Peer Group TSR (S&P 500 Financials) ($) | 98 | 133 | 119 | 133 | 174 |
| Net Income ($) | 218,438 | 422,978 | 168,682 | (27,516) | 151,491 |
| Adjusted Revenue ($) | 943,276 | 1,557,997 | 970,195 | 860,085 | 1,201,520 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moelis & Company | General Counsel & Secretary | 2011–present | Executive legal lead for global firm governance and compliance |
| Moelis & Company | Joined the Company | 2010 | Senior legal leadership integration prior to appointment as GC |
| Sagent Advisors | General Counsel & Chief Compliance Officer | 2009–2010 | Led legal and compliance frameworks at advisory firm |
| UBS | Senior Legal Positions | 2002–2009 | Senior legal oversight during major investment bank operations |
| Credit Suisse First Boston | Senior Legal Position | 2001–2002 | Legal support for CSFB’s investment banking activities |
| Donaldson, Lufkin & Jenrette | Senior Legal Positions | 1997–2001 | Legal leadership across corporate finance platform |
| Sullivan & Cromwell | Private Practice (New York, Tokyo, Hong Kong, Melbourne) | 1987–1997 | Cross-border legal practice in leading global law firm |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. District Court, E.D. La. | Judicial Clerk to Hon. Morey L. Sear | Not disclosed | Foundational federal judicial experience |
Fixed Compensation
- Individual compensation for non-NEO executive officers like the General Counsel is not itemized in the Summary Compensation Tables; MC emphasizes variable incentive compensation over fixed salaries and historically does not guarantee incentive compensation .
- Program “What we don’t do”: no annual guaranteed incentive compensation, no severance payments or golden parachutes, no substantive tax gross-ups, no excessive perquisites, and no pension benefit accruals .
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics used in framework | Adjusted Revenues; Adjusted Net Income; Operating Margin; TSR (holistic evaluation; no specific weights) |
| Weighting | No specific weight ascribed; Compensation Committee evaluates holistically |
| Payout determination | Based on firmwide performance and individual contributions; equity comprises significant portion, with multi-year vesting/sale restrictions |
| Vesting / delivery conditions | Five-year vesting on unvested equity or equivalent multi-year sale restrictions for deferred equity; retirement and change-in-control terms as described below |
| Clawback | Clawback policy for executive officers tied to financial restatements per SEC/NYSE rules |
Note: No individualized bonus targets, payouts, or PSU/RSU grant specifics are disclosed for Watanabe; the firm’s framework applies across executive officers .
Equity Ownership & Alignment
| Metric | Apr 2023 | Apr 2025 |
|---|---|---|
| Class A shares beneficially owned | 131 | 6,471 |
| % of Class A outstanding | 0.0%* | 0.0%* |
| Class B shares beneficially owned | 0 | 0 |
| Combined voting power % | 0.0% | 0.0% |
- Beneficial ownership tables exclude LP Units and RSUs held by officers; those are redeemable for Class A shares upon vesting/eligibility and meeting award conditions, so reported direct ownership understates total equity exposure via compensation awards .
- Hedging and pledging: hedging of company stock and equity awards is prohibited; pledging in brokerage margin accounts is prohibited for NEOs due to automatic sales risks; anti-pledging/anti-hedging policies support alignment .
- Multi-year vesting/sale restrictions: five-year vesting or equivalent sale restrictions on deferred equity; intended to promote retention and long-term alignment .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Joined MC in 2010; GC & Secretary since 2011 (14–15 years tenure by 2025) |
| Retirement policy eligibility | Retirement-eligible if age ≥56, ≥5 consecutive years of service, and age+years ≥65; qualifying RSUs/LP Units generally not forfeited at retirement and are delivered per vesting schedule, subject to non-compete and other terms; based on disclosed age and tenure, Watanabe would meet thresholds |
| Change-of-control | If terminated without cause or resigns for good reason within 12 months after a change-in-control, any unvested RSUs immediately vest (per 2014 Omnibus Incentive Plan) |
| Clawback | Executive-officer clawback policy for erroneously awarded compensation upon financial restatement per SEC/NYSE rules |
| Non-compete / sale restrictions | Deferred LP Units are fully vested at grant but subject to transfer prohibitions and non-compete restrictions; violation results in forfeiture of undelivered portions; restrictions typically cease on the earlier of two years from grant or death |
| Severance / guarantees | Company discloses no severance payments or golden parachutes and no annual guaranteed incentive compensation |
Investment Implications
- Alignment: Strong alignment from multi-year equity vesting and sale restrictions, anti-hedging/anti-pledging, and firmwide emphasis on equity-based incentive compensation; reported beneficial ownership understates deferred equity exposure due to RSU/LP Unit exclusions, so apparent low direct A-share count does not capture full “skin in the game” .
- Retention and selling pressure: Five-year vesting and deferred equity sale restrictions reduce near-term selling pressure; retirement eligibility typically preserves vesting schedules (subject to non-compete), which may lessen forfeiture risk if he retires but still staggers delivery—a mixed retention signal that maintains long-term alignment while providing flexibility .
- Governance protections: Clawback, anti-hedging/anti-pledging, and absence of golden parachutes/severance curtail shareholder-unfriendly outcomes and reduce red-flag risk; change-of-control vesting for RSUs is a standard market term with defined triggers .
- Performance linkage: The Compensation Committee evaluates Adjusted Revenues, Adjusted Net Income, Operating Margin, and TSR holistically; recent firm performance (TSR recovery in 2024, resumption of positive net income) suggests improved incentive outcomes at the firm level, though individual metrics and payouts for the General Counsel are not disclosed .