NMR 6-K: Governance Refresh with New CFO & Outside Director

Rhea-AI Filing Summary

Nomura Holdings, Inc. (NMR) filed a Form 6-K on 24 June 2025 announcing the slate of directors confirmed at its Annual General Meeting and the executive officers appointed at the subsequent Board meeting. Koji Nagai continues as Chairman of the Board, while Kentaro Okuda remains Group CEO and Representative Executive Officer. The board retains a strong independent profile, with eight outside directors and specialised committee assignments for audit, risk, nomination and compensation oversight.

Notable governance additions include former U.S. Treasury official Nellie Liang as a new outside director and member of the Board Risk Committee, reinforcing international regulatory expertise. On the management side, Hiroyuki Moriuchi is promoted to Chief Financial Officer, signalling a refresh of the finance function. Key risk and transformation roles remain with Sotaro Kato (CRO, New York-based) and Takumi Kitamura (Chief Transformation Officer). No financial or strategic guidance, earnings data, or transaction details accompanied the filing; the document is limited to personnel changes that take immediate effect.

While the appointments suggest continuity at the top and incremental strengthening of risk governance, the absence of quantitative performance commentary limits direct assessment of financial impact. Investors may view the expanded international regulatory expertise and clarified senior finance leadership as modest positives for governance and operational execution.

Positive

• Appointment of former U.S. Treasury official Nellie Liang as an Outside Director strengthens international regulatory and risk oversight credentials.
• Promotion of Hiroyuki Moriuchi to Chief Financial Officer provides clarity in the finance leadership structure after earlier transitions.

Negative

• No accompanying financial metrics, guidance, or strategy update limits investors’ ability to gauge the quantitative impact of the leadership changes.
• Management transitions introduce short-term execution risk as newly appointed executives settle into critical roles.

Insights

Corporate Governance Expert

TL;DR — Board gains U.S. regulatory heavyweight; governance depth up, financial impact limited.

The addition of Nellie Liang, former U.S. Treasury Under Secretary for Domestic Finance, significantly enhances Nomura’s board-level risk expertise, especially valuable for a global broker-dealer operating across multiple regulatory jurisdictions. Combined with Patricia Mosser and J. Christopher Giancarlo, the board’s risk committee now features three former senior U.S. regulators, giving Nomura one of the more internationally diversified risk oversight teams among Japanese financial institutions. The reaffirmation of Koji Nagai as Chairman and Kentaro Okuda as CEO provides leadership continuity, reducing execution risk amid an ongoing transformation programme. However, without parallel disclosure of strategic milestones or key performance indicators, the appointments by themselves do not materially alter the investment thesis. Overall governance quality improves, but market impact should be modest.

Sell-Side Financial Analyst

TL;DR — Management shuffle neutral to slightly positive; no earnings guidance, so valuation unchanged.

The promotion of Hiroyuki Moriuchi to CFO fills a critical role and may accelerate cost-discipline efforts flagged in prior earnings calls. Placing CRO and Wholesale head positions in New York underscores Nomura’s intent to deepen U.S. client penetration, yet requires tight coordination with Tokyo headquarters to avoid governance gaps. With no revisions to revenue targets, capital allocation, or shareholder return policy, the filing is operational rather than financial. I categorise the news as ‘not impactful’ for near-term forecasts but incrementally positive for long-term governance and risk management.

 

 

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of June 2025

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X     Form 40-F    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     

 

 

 

Information furnished on this form:

EXHIBIT

Exhibit Number

 

1. (English Translation) Nomura Announces Top Management Appointments

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, filed with the SEC on December 19, 2024 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	 		 	NOMURA HOLDINGS, INC.
Date: June 24, 2025	 		 	By:	 	/s/ Yoshifumi Kishida
	 		 		 	Yoshifumi Kishida
	 		 		 	Senior Managing Director

Nomura Announces Top Management Appointments

Tokyo, June 24, 2025—Nomura Holdings, Inc. announced the appointment of members of its Board of Directors and Executive Officers that were made respectively at the Annual General Meeting of the Shareholders and the Board of Directors meeting held today.

1. Directors

 

Koji Nagai	  	Chairman of the Board of Directors	  	 	  	 
Kentaro Okuda	  	Director	  	Executive Officer	  	 
Yutaka Nakajima	  	Director	  	Executive Officer	  	 
Shoji Ogawa	  	Director	  	Member of the Audit Committee (full-time) and Board Risk Committee	  	 
Victor Chu	  	Outside Director	  	Member of the Audit Committee	  	Chairman and Chief Executive Officer of First Eastern Investment Group
J. Christopher Giancarlo	  	Outside Director	  	Member of the Board Risk Committee	  	Senior Counsel of Willkie Farr & Gallagher LLP Former Chairman of the U.S. Commodity Futures Trading Commission
Patricia Mosser	  	Outside Director	  	Chairperson of the Board Risk Committee	  	Senior Research Scholar and Director of Columbia University, School of International and Public Affairs (SIPA) Former Deputy Director of the Office of Financial Research (OFR), U.S. Treasury Department Former Senior Vice President of the Federal Reserve Bank of New York (FRBNY)
Takahisa Takahara	  	Outside Director	  	Member of the Nomination Committee and Compensation Committee	  	Representative Director, President & CEO of Unicharm Corporation
Miyuki Ishiguro	  	Outside Director	  	Member of the Nomination Committee, Compensation Committee and Board Risk Committee	  	Lawyer Partner of Nagashima Ohno & Tsunematsu
Masahiro Ishizuka	  	Outside Director	  	Chairman of the Audit Committee	  	Certified Public Accountant Former Partner of Deloitte Touche Tohmatsu LLC
Taku Oshima	  	Outside Director	  	Chairman of the Nomination Committee and Compensation Committee	  	Chairman and Representative Director of NGK INSULATORS, LTD.
Nellie Liang (New Appointment)	  	Outside Director	  	Member of the Board Risk Committee	  	Former Under Secretary for Domestic Finance, U.S. Department of the Treasury Former Director of Division of Financial Stability, U.S. Federal Reserve Board (FRB) Former Visiting Scholar of Monetary and Capital Markets, the International Monetary Fund (IMF)

2. Executive Officers

 

Kentaro Okuda	  	Group CEO Representative Director and President of Nomura Securities Co., Ltd.	  	Director, Representative Executive Officer and President
Yutaka Nakajima	  	 	  	Director, Representative Executive Officer and Deputy President
Toshiyasu Iiyama	  	Chief of Staff and Head of China Committee	  	Executive Officer, Deputy President
Takumi Kitamura	  	Chief Transformation Officer (CTO)	  	Executive Officer
Sotaro Kato	  	Chief Risk Officer (CRO) (based in New York)	  	Executive Officer
Christopher Willcox	  	Head of Wholesale and Chairman of Investment Management (based in New York)	  	Executive Officer
Hiroyuki Moriuchi (New Appointment)	  	Chief Financial Officer (CFO)	  	Executive Officer

 

      ends     

For further information please contact:

 

Name	  	Company	  	Telephone
Kenji Yamashita	  	Nomura Holdings, Inc. Group Corporate Communications Dept.	  	81-3-3278-0591

Nomura

Nomura is a financial services group with an integrated global network. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking), and Banking. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.

FAQ

What management changes did Nomura Holdings (NMR) announce on 24 June 2025?

The 6-K details a refreshed board and executive lineup, including a new Outside Director, Nellie Liang, and new CFO, Hiroyuki Moriuchi.

Who is the new Chief Financial Officer at Nomura Holdings?

Hiroyuki Moriuchi was appointed CFO and Executive Officer effective 24 June 2025.

Which new outside director joined Nomura’s board in 2025?

Former U.S. Treasury official Nellie Liang joined as an Outside Director and member of the Board Risk Committee.

Does the Form 6-K include any earnings or revenue data?

No. The filing is limited to governance and executive appointments; it contains no financial results or guidance.

How does the new board composition affect risk oversight at Nomura?

With Liang, Mosser and Giancarlo, the Board Risk Committee now includes multiple ex-U.S. regulators, enhancing global risk oversight.