Mika Nishimura
ACCURAYAbout Mika Nishimura
Independent Class II director at Accuray since August 2021; age 62 as of August 31, 2025. Nishimura brings deep commercialization and international go‑to‑market expertise in medical devices, with prior P&L leadership; education includes an MBA from Harvard Business School and a B.A. in Economics from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilde Healthcare Partners | Operational Partner | Since 2011 | Operational value creation across life sciences portfolio |
| nVision Medical Corporation | VP, Commercialization | 2015–2020 | Built commercialization for early clinical-stage device; company acquired by Boston Scientific |
| Auxogyn, Inc. | VP, Commercial Development | Not disclosed | Commercial strategy for women’s health technology (dates not disclosed) |
| ev3 Inc. | VP, International Sales Ops & Marketing | Earlier career (dates not disclosed) | Held P&L responsibility for emerging markets; vascular disease focus |
External Roles
| Organization | Role | Start Date | Public/Private |
|---|---|---|---|
| SI‑BONE, Inc. | Director | March 2021 | Public |
| HOYA Corporation | Director | June 2022 | Public |
| NEC Corporation | Director | June 2025 | Public |
| Tristel plc | Board Advisor | January 2021 | Public (UK) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee (joined August 2025). Not a member of the Compensation or Science & Technology Committees .
- Board structure and independence: Accuray board has nine members; all directors other than the CEO are independent under Nasdaq standards (includes Nishimura) .
- Attendance: Board held 15 meetings in FY2025; all directors attended at least 75% of board and assigned committee meetings. Committees held Audit (12), Compensation (6), Nominating (4), Science & Technology (4) meetings. All directors attended the 2025 annual meeting .
- Risk oversight roles: As Nominating Chair, oversees board composition/effectiveness and ESG; as Audit member, oversees financial reporting, controls, and cybersecurity risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $52,500 | Paid quarterly |
| Committee chair fee – Nominating & Corporate Governance | $10,000 | Annual retainer |
| Audit Committee member fee | $10,000 | Annual retainer (applies to members) |
| FY2025 actual cash paid (Nishimura) | $62,500 | Reflects board retainer + Nominating chair fee; joined Audit in Aug 2025 (committee fees follow schedule) |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (FY2025) | 11/29/2024 | 56,603 RSUs; $126,225 grant‑date fair value | Vest in full on first anniversary of vesting commencement date (Nov 21, 2024) | Board kept share count equal to FY2023 grants; 2016 Plan; no options outstanding for directors at 6/30/2025 |
| Annual RSU guideline (current) | Policy affirmed Sept 2025 | $150,000 ÷ FMV per share | Vests on earlier of 1 year from grant or next annual meeting ≥50 weeks after prior meeting; accelerates at change in control | Applies prospectively; grants effective last day of month of annual meeting |
| Director annual equity formula (historical) | Policy affirmed Nov 2024 | $150,000 ÷ FMV per share | 1‑year vest; change‑in‑control acceleration | FY2024 deviated to maintain share count (grant‑date fair value < $150,000) |
Performance conditions for director equity: non‑employee director RSUs are service‑based rather than performance‑based; the 2026 Plan imposes minimum 1‑year vesting with limited exceptions and prohibits repricing; non‑employee director total Compensation (cash + equity at grant‑date fair value) capped at $750,000 per fiscal year ($1,000,000 in first year of service) .
Change‑in‑control treatment: Director awards may accelerate; if assumed/continued and director is terminated other than voluntary resignation at acquirer’s request, unvested options/RSUs/PSUs fully vest and performance goals deemed achieved at target unless otherwise specified .
Clawback: Awards under the 2026 Plan are subject to Accuray’s clawback policy adopted November 2023 and any applicable legal requirements .
Other Directorships & Interlocks
| Company | Relationship to Accuray | Potential Interlock/Conflict Notes |
|---|---|---|
| SI‑BONE, HOYA, NEC, Tristel | None disclosed | Accuray reports no related‑party transactions >$120,000 involving directors for the period; Audit Committee must pre‑approve any such transactions per policy |
Expertise & Qualifications
- Commercialization and global market development in medical devices; P&L accountability in emerging markets (ev3), and commercialization leadership for early stage devices (nVision, Auxogyn) .
- Governance leadership (Nominating Chair) and financial oversight experience (Audit Committee member) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Mika Nishimura | 156,056 | <1% | Includes 56,603 RSUs outstanding at 6/30/2025; no options outstanding |
Stock ownership alignment:
- Directors must hold shares valued at ≥4× annual cash retainer; directors and executives must retain at least 25% of net shares from Company awards until guidelines are met. All non‑employee directors are in compliance or on track within required time frames .
Hedging/pledging restrictions: Directors are prohibited from hedging, short sales, derivatives, or pledging Accuray stock .
Governance Assessment
- Board effectiveness: Nishimura’s dual role (Nominating Chair and Audit member) signals strong governance involvement across board quality/ESG and financial oversight, with formal committee charters and independence confirmations bolstering credibility .
- Independence/attendance: Independent status and ≥75% meeting attendance threshold met; participation in committees with significant FY2025 cadence (Audit 12; Nominating 4) supports engagement .
- Pay/ownership alignment: Cash retainer modest; equity delivered via service‑based RSUs with one‑year vest and ownership guidelines; clawback protection and change‑in‑control guardrails reduce shareholder risk of misaligned awards .
- Related‑party risk: No related‑party transactions involving directors disclosed; Audit Committee oversight and policy mitigate conflict risk despite external board service .
Red flags: None disclosed specific to Nishimura. Company policies prohibit hedging/pledging and repricing; all Section 16 filings timely; director compensation within policy limits; no disclosed related‑party transactions .