Yoshinobu Odaira
About Yoshinobu Odaira
Yoshinobu Odaira, age 77, is an independent director of ABVC and Chair of the Corporate Governance & Nominating Committee. He is a Japanese entrepreneur best known for founding Yukiguni Maitake (a company that became public in Japan in 1994 and was later purchased by Bain Capital in 2015) and leading multiple agriculture-related businesses; he graduated from Ikazawa Junior High School in 1963. He is married to fellow ABVC independent director Norimi Sakamoto, who chairs ABVC’s Compensation Committee. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yukiguni Maitake (licensing partner to ABVC) | Founder; built company that went public | Founded 1983; IPO 1994; acquired via tender offer by Bain Capital in 2015 | Founder of key licensing partner; signals industry ties to ABVC’s partner |
| Yukiguni Shoji Co., Ltd. | CEO | Since 1988 | Long-tenured operator experience |
| Odaira Shoji Co., Ltd. | CEO | Since 1989 | Entrepreneurship and operations |
| Shogun Maitake Japan Co., Ltd. | Director | Since June 1989 | Governance role in affiliated mushroom business |
| Odaira Kinoko Research Co., Ltd. | Founder | Founded in 2015 | Industry R&D linkage |
| BioLite Inc. | Director | Feb 2019 – Apr 2019 | Short-term board role in related biotech ecosystem |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shogun Maitake Canada Co., Ltd. | CEO and Director | Since June 2016 | Spousal interlock: Norimi Sakamoto serves as director at Shogun Maitake Canada |
| Shogun Maitake Japan Co., Ltd. | Director | Since June 1989 | Long-standing governance role |
| Yukiguni Shoji Co., Ltd. | CEO | Since 1988 | Adjacent to Yukiguni Maitake business |
| Odaira Shoji Co., Ltd. | CEO | Since 1989 | Entrepreneurial leadership |
| Odaira Kinoko Research Co., Ltd. | Founder | Founded 2015 | Industry R&D focus |
| BioLite Inc. | Director | Feb–Apr 2019 | Prior board service |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; not listed as member of Audit or Compensation in the nominee grid (Odaira appears with “(3)” indicating Corporate Governance & Nominating).
- Independence: Board determined Odaira is independent under Nasdaq rules; majority of the Board is independent.
- Family relationships: Marital relationship between Odaira and Norimi Sakamoto (Compensation Committee Chair) disclosed; potential governance sensitivity.
- Board slate and structure: 11 directors; nominees include Odaira (77), with committee designations for Audit (1), Compensation (2), Corporate Governance & Nominating (3). Separate CEO and Chairman structure with risk oversight described by the Board.
- Section 16 compliance: Company states all required Section 16(a) filings for FY2024 were timely.
Fixed Compensation
| Component | 2024 Disclosure | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | Not disclosed | Proxy does not provide director cash retainer amounts for 2024 |
| Committee membership fees | Not disclosed | No committee fee schedules disclosed |
| Committee chair fees | Not disclosed | No chair fee schedules disclosed |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
The proxy states “We did not pay stock options to directors in fiscal year 2024.” No other director-specific cash compensation details are provided.
Performance Compensation
| Equity Type | Grant Date | Shares (Count) | Strike/Grant Value | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock options (aggregate across 5 directors) | Apr 16, 2022 | 76,190 (post-split aggregate) | $30.00 (post-split exercise price) | Vested at grant | 10 years from grant | Individual director allocations not disclosed; company notes director option grants in 2022 and no director options paid in 2024 |
| RSUs/PSUs | Not disclosed | — | — | — | — | No director RSU/PSU grants disclosed |
| Performance metrics tied to director pay | Not disclosed | — | — | — | — | No director performance metric framework disclosed |
ABVC maintains an Amended and Restated 2016 Equity Incentive Plan (adopted Sep 12, 2020); director option grants in 2022 were fully vested at grant, indicating limited ongoing performance linkage.
Other Directorships & Interlocks
| Entity | Relationship to ABVC | Interlock/Conflict Note |
|---|---|---|
| Yukiguni Maitake | Licensing partner to ABVC | Odaira is founder of Yukiguni Maitake; Board states no relationships requiring Item 404 disclosure, but partner linkage is noted |
| Shogun Maitake Canada Co., Ltd. | External | Spousal interlock: Odaira is CEO/director; spouse Norimi Sakamoto is a director at same entity |
| BioLite Inc. | External | Prior director role; part of broader Jiang-related ecosystem appearing in ABVC governance disclosures |
Expertise & Qualifications
- Entrepreneurial operator with decades leading mushroom/agriculture businesses; founder credentials include taking Yukiguni Maitake public.
- Governance experience as Chair of ABVC’s Corporate Governance & Nominating Committee; charter emphasizes ethics, skills diversity, and professionalism standards for director selection.
- Formal education: completed junior high school (Ikazawa, 1963). Practical experience compensates, but limited formal academic credentials.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Shares Outstanding |
|---|---|---|---|---|
| Yoshinobu Odaira | 57,758 | <1% | Apr 28, 2025 | 16,153,055 |
No disclosure of pledging/hedging by Odaira; company states Section 16(a) filings were timely for FY2024.
Governance Assessment
- Strengths: Independent status affirmed; serves as Chair of Corporate Governance & Nominating, indicating leadership in director selection standards; Section 16 compliance reported.
- Alignment: Beneficial ownership is modest (<1%), which limits direct economic alignment; no director options in 2024 reduces equity-linked incentives that could align with shareholder outcomes.
- Potential Conflicts / RED FLAGS:
- Spousal relationship with Norimi Sakamoto, Chair of the Compensation Committee (compensation oversight) may compromise perceived independence in sensitive board deliberations.
- External roles at Shogun Maitake entities and founder of Yukiguni Maitake (an ABVC licensing partner) create relationship proximity; while not rising to Item 404 related-party disclosure per Board’s review, investors should monitor transactions or agreements implicating these entities.
- Board-level related-party environment: 2025 proxy seeks shareholder approval for a land purchase from director Shuling Jiang via equity issuance, reinforcing the need for robust independent oversight of related-party transactions.
- Attendance/Engagement: Meeting attendance rates not disclosed for Odaira; no lead independent director designation disclosed.
- Compensation Structure Signals: 2022 director options were fully vested at grant with 10-year term, favoring retention but not performance linkage; no director equity reported for 2024.
Overall: Odaira brings deep operating experience and chairs Nominating, but the marital link to the Compensation Committee Chair and affiliations with ABVC’s licensing partner and related entities present governance sensitivity. Continued scrutiny of committee independence and related-party oversight is warranted.