Masato Miyachi
MORGAN STANLEYAbout Masato Miyachi
Masato Miyachi, age 64, is a Non-Management Director of Morgan Stanley, serving since 2022 and currently a member of the Operations & Technology Committee. He is an advisor to MUFG Bank, Ltd. and Mitsubishi UFJ Securities Holdings Co., Ltd., with over 35 years of international banking experience spanning risk management and sustainability. He holds a Bachelor’s from the University of Tokyo, an MBA from Stanford Graduate School of Business, and a PhD from Waseda University School of Asia-Pacific Studies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MUFG Bank, Ltd. | Advisor | Jun 2022 – present | Senior advisory influence on banking strategy |
| Mitsubishi UFJ Securities Holdings Co., Ltd. | Advisor | Jun 2022 – present | Advisory role in securities operations |
| MUFG Bank, Ltd. | Deputy President; Director | Apr 2019 – Jun 2022; Jun 2018 – Jun 2022 | Led global corporate & investment banking; risk and sustainability focus |
| MUFG Bank, Ltd. | Chief Executive, Global Corporate & Investment Banking Group | Apr 2018 – Mar 2022 | Oversight of international CIB franchise |
| MUFG Americas Holdings Corporation | Chairman | May 2017 – Apr 2020 | Governance oversight in Americas |
| MUFG Bank (Americas & EMEA) | Co-Chief Executive, Global Business Unit; Regional Executive (EMEA) | May 2017 – Apr 2018; May 2014 – May 2016 | Co-led regional strategy and operations |
| MUFG Bank (Americas) | Deputy Regional Executive | May 2016 – May 2017 | Regional leadership |
| The Bank of Tokyo, Ltd. (now MUFG Bank) | Various senior roles (M&A Advisory, Structured Finance, Corporate Strategy, Investment Banking) | Since Apr 1984 | Long-tenured execution across banking functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MUFG Bank, Ltd. | Advisor | Jun 2022 – present | Non-U.S. public company role; no current U.S.-listed boards |
| Mitsubishi UFJ Securities Holdings Co., Ltd. | Advisor | Jun 2022 – present | Non-U.S. role |
Board Governance
- Independence: Miyachi is a Non-Management Director designated under the 2008 Investor Agreement between Morgan Stanley and MUFG; he is not classified as “independent” by the Board. The Board has determined 11 of 14 nominees are independent (list excludes Miyachi) .
- Committee assignment: Operations & Technology Committee (member; not chair). The committee met 5 times in 2024 and oversees cybersecurity, operational risk, technology strategy, budgets, and quarterly reviews of non-financial risk .
- Attendance: The Board met 14 times in 2024; each current director attended at least 75% of the total meetings of the Board and committees on which they served. All directors on the Board at the time attended the 2024 annual meeting of shareholders .
- MUFG designations: Board includes two MUFG designees (Kamezawa and Miyachi) per the Investor Agreement; Morgan Stanley agreed to take lawful action to seat two MUFG senior officers/directors on its Board .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual Board Retainer (Cash) | $0 (Miyachi received no compensation for Board service in 2024) |
| Committee Chair/Member Fees | $0 |
| Equity Award (Initial/Annual) | $0 |
| Meeting Fees | Not applicable (Morgan Stanley does not pay per-meeting fees) |
Notes: Independent director retainer levels increased effective Nov 1, 2024 (Board member $115,000; committee chair $30,000–$40,000; Lead Independent Director $100,000), but Miyachi, as a MUFG designee, received no Board compensation in 2024 .
Performance Compensation
- Not applicable. Morgan Stanley directors do not receive performance-based bonuses or PSU grants tied to firm performance in their capacity as directors. Miyachi received no director equity grants in 2024; therefore, no performance metrics or vesting schedules apply .
Other Directorships & Interlocks
| Entity | Relationship to MS | Miyachi’s Role | Potential Interlock/Conflict |
|---|---|---|---|
| MUFG (Mitsubishi UFJ Financial Group, Inc.) | Principal shareholder of Morgan Stanley (23.6% beneficial ownership as of record date); strategic alliance and multiple joint ventures with MS in Japan and globally | Advisor at MUFG Bank and Mitsubishi UFJ Securities Holdings | MUFG-appointed Board designee; extensive ordinary-course transactions and strategic JV ties between MS and MUFG |
Morgan Stanley-MUFG ties include joint ventures (MUMSS, MSMS) with split economic and voting interests, expanded 2024 collaboration in FX trading and Japanese research/equity for institutional clients, referral arrangements across regions, and secondment programs; transactions were on substantially similar terms to those with unaffiliated third parties per policy .
Expertise & Qualifications
- 35+ years international banking; risk management and sustainability expertise; senior leadership across MUFG Americas and EMEA; extensive corporate and investment banking background .
- Education: University of Tokyo (Bachelor), Stanford GSB (Master), Waseda University School of Asia-Pacific Studies (PhD) .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock owned | 0 shares |
| Underlying Stock Units (DECAP) | 0 units |
| Ownership as % of outstanding shares | <1% (table shows each individual <1%) |
| Pledged/Hedged shares | None disclosed; firm policy prohibits pledging/hedging by directors |
Notes:
- Director equity ownership requirement applies to independent directors (5x annual cash Board retainer, with deferred stock units retained until requirement met). Miyachi is not classified as an independent director; therefore the independent director ownership requirement does not directly apply to him .
Governance Assessment
- Strengths
- Deep cross-border banking credentials, with risk management and operational experience aligned to Operations & Technology Committee oversight (cybersecurity, resilience, third-party risk) .
- Strategic perspective on Japan and MUFG relationship; potential value in coordinating MS-MUFG alliance activities and institutional client initiatives .
- Concerns / RED FLAGS
- Non-independent MUFG designee on MS Board; potential related-party considerations given MUFG’s 23.6% stake and broad strategic/transactional ties with MS .
- No MS share ownership or director equity units disclosed; limits “skin-in-the-game” alignment at the individual director level, though MUFG’s large stake provides institutional alignment .
- Reliance on Related Person Transactions Policy and G&S Committee oversight is critical to mitigate perceived conflicts (policy mandates G&S review/approval of transactions >$120,000 with related persons) .
RED FLAGS: Non-independent status via MUFG designation; zero personal MS equity ownership; extensive MUFG-related transactions and JV with MS necessitating rigorous G&S oversight to prevent conflicts .
Appendix: Committee Oversight Context
- Operations & Technology Committee (member): Reviews operations/technology strategy and budget; quarterly oversight of operational risk exposures including information security, fraud, third-party oversight, business disruption/resilience, and cybersecurity; confirms operational risk tolerance levels per Risk Appetite. Met 5 times in 2024 .
- Board executive sessions: The Board’s non-management and independent directors meet regularly in executive session, chaired by the Independent Lead Director, supporting independent oversight of management .