Hironori Kamezawa
MORGAN STANLEYAbout Hironori Kamezawa
Non-management director at Morgan Stanley since 2021; age 63 at the 2025 annual meeting. President and Group CEO of Mitsubishi UFJ Financial Group (MUFG) since April 2020, with 35+ years in international banking, risk management, and digital/IT leadership. Education: University of Tokyo (B.A.; M.S., Mathematical Sciences). Expertise cited by MS: global leadership, financial services, risk management, and digital transformation/IT.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MUFG | President & Group CEO | Apr 2020–present | Leads global financial group; board director since Jun 2019 |
| MUFG Bank | Director | Jun 2017–present | Oversight of major banking subsidiary |
| MUFG | Deputy President | Apr 2019–Mar 2020 | Senior executive oversight |
| MUFG Bank | Deputy President/COO | Apr 2019–Mar 2020 | Operations leadership |
| MUFG | Chief Digital Transformation Officer; Chief Information Officer; Chief Data Officer | 2016–2020 (various) | Led digital transformation, IT, and data strategy |
| MUFG Americas | Deputy CEO & Chief Risk Officer (Americas) | May 2014–May 2016 | Regional risk leadership, based in New York |
| Mitsubishi Bank/MUFG Bank | Various senior roles | 1986–2014 | Global Markets Planning; Credit Policy & Planning |
External Roles
| Organization | Role | Public listing | Notes |
|---|---|---|---|
| MUFG | Director; President & Group CEO | NYSE: MUFG | Only U.S.-listed public company board disclosed |
Board Governance
- Committee assignments: Risk Committee member; not Chair. The Risk Committee met 8 times in 2024 and oversees the ERM framework, risk appetite, capital/liquidity planning, and major financial risks; the CRO reports to this committee. Current members: Perry M. Traquina (Chair), Hironori Kamezawa, Jami Miscik, Mary L. Schapiro.
- Independence: Non-management, designated pursuant to the 2008 Investor Agreement with MUFG; not counted among the 11 independent nominees.
- Attendance: Board met 14 times in 2024; each director attended at least 75% of Board and committee meetings while serving. All directors attended the 2024 annual meeting.
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Risk Committee | Member | 8 | ERM framework; risk appetite; capital/liquidity; market/credit/model/liquidity risks; CRO oversight |
Fixed Compensation (Director)
| Year | Cash Retainer/Fees ($) | Committee/Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
Notes: MUFG-designated directors (Messrs. Kamezawa and Miyachi) received no compensation for MS Board service in 2024. MS directors generally receive no meeting fees.
Performance Compensation (Director)
| Year | Stock Awards ($) | Option Awards ($) | Performance Metrics tied to Director Pay |
|---|---|---|---|
| 2024 | 0 | 0 | N/A (no MS awards granted) |
MS independent directors typically receive annual equity under DECAP, but MUFG-designated directors received none from MS in 2024.
Other Directorships & Interlocks
| Entity | Relationship to MS | Interlock Details | Governance/Conflict Considerations |
|---|---|---|---|
| MUFG | 23.6% beneficial owner of MS common stock | MUFG designates two MS directors (Kamezawa, Miyachi) under Investor Agreement; Kamezawa is MUFG CEO and MS director. | Potential conflict given significant ownership and board designation; see Related Party exposure below. |
| MUFG–MS Joint Ventures (Japan) | Strategic alliance | MUMSS (60% MUFG/40% MS voting); MSMS (51% MS/49% MUFG voting); alliance expanded in 2024 to FX trading and Japanese research/equity for institutional clients; additional referral/secondment arrangements. | Ordinary-course transactions disclosed; governed by related party policy (G&S Committee oversight). |
Expertise & Qualifications
- Global leadership in banking, risk management, and IT/digital transformation; prior CIO, CDO, and Chief Risk Officer roles; extensive U.S. and Japan experience.
- Education: University of Tokyo (B.A.; M.S., Mathematical Sciences).
- Board role aligns with MS Risk Committee needs and MUFG strategic alliance oversight.
Equity Ownership
| As of Feb 28, 2025 | MS Common Stock | Underlying Stock Units | Rights to Acquire within 60 days | Total |
|---|---|---|---|---|
| Hironori Kamezawa | 0 | 0 | 0 | 0 |
Additional notes:
- No pledging: As of Feb 28, 2025, none of the common stock beneficially owned by MS directors/executives was pledged.
- Director equity ownership requirement applies to independent directors (5× annual cash retainer), with 50/50 Career/Current unit structure; MUFG-designated non-independent directors are not covered by this policy disclosure.
Related-Party Exposure (Conflict Review)
- MUFG ownership and board designation: MUFG beneficially owns 23.6% of MS; two MUFG designees (including Kamezawa) serve on MS’s Board under the Investor Agreement. Governance implication: heightened related-party and independence considerations.
- Strategic alliance and joint ventures: MUMSS/MSMS structure; 2024 expansion to FX trading and Japanese research/equity collaboration; multiple referral and secondment arrangements.
- Ordinary-course transactions: MS engaged in various financial services transactions with MUFG (and State Street, BlackRock, Vanguard) on terms substantially similar to unrelated third parties.
- Policy and oversight: Related Person Transactions Policy requires G&S Committee approval/ratification and independence impact review; transactions must be commercially reasonable; director independence evaluated annually with categorical standards. –
Governance Assessment
- Strengths: Deep global banking and risk/IT expertise; Risk Committee seat aligns with profile; significant cross-border perspective supporting MS’s institutional and wealth platforms.
- Independence/Alignment Risks (RED FLAGS): Not independent and designated by a 23.6% shareholder; serves on Risk Committee while being MUFG’s CEO amid extensive MUFG–MS alliances and transactions; holds no MS equity and received no MS director pay, limiting direct ownership alignment. Mitigants include robust related-party policy, majority-independent Board, and committee independence structures.
- Attendance/Engagement: Meets MS’s attendance expectations (≥75% of meetings); Board held 14 meetings in 2024; all directors attended the 2024 annual meeting, supporting engagement.
Implications for investor confidence: Expect strong domain oversight on risk and Asia/Japan connectivity; monitor any Risk Committee deliberations touching MUFG–MS transactions for potential recusals and robust G&S oversight. Ownership alignment is minimal at the MS level; rely on Board structures (independent majority, policy enforcement) to manage conflicts.