Mitchell W. Kitayama
About Mitchell W. Kitayama
Lead Independent Director of Astrana Health (ASTH), age 68, serving since 2017. He chairs both the Compensation Committee and the Nominating and Corporate Governance Committee, and was first elected Lead Independent Director in 2018. Kitayama brings extensive financial and banking leadership experience (former CEO/Vice Chair/Director of Metro United Bank; prior SVP Treasurer at East West Bank) and holds a B.A. in Biology with a Chemistry minor and an MBA from Baylor University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metro United Bank; MetroCorp (holding company) | CEO, Vice Chairman, Director; EVP at holding company | Apr 2005–May 2009 | Led financial/operational functions; banking leadership |
| East West Bank | Senior Vice President Treasurer | Not disclosed | Treasury leadership; financial management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winslow Drake | Chairman | Since Jun 2016 | Boutique investment advisory oversight |
| MMK & Associates | Managing Director | Since May 2009 | Advises financial institutions, medical groups, private companies |
| Advanced Biomedical Inc. | President | Since Sep 2019 | Executive leadership |
| American Diabetes Association–Los Angeles | Former Chairman; National Finance Committee | Not disclosed | Non-profit finance governance |
| Ronald McDonald House (Los Angeles) | Trustee & Treasurer; Finance and Investment Committees (Southern California) | Not disclosed | Non-profit financial oversight |
| United Way of Greater Los Angeles | President’s cabinet; Alexis de Tocqueville Society | Not disclosed | Community leadership |
| National Banker’s Association | Board member | Not disclosed | Industry leadership |
Board Governance
- Independence: Board determined Kitayama is independent under Nasdaq/SEC rules; all committee members are independent (Audit members also meet Rule 10A‑3 criteria) .
- Roles: Lead Independent Director (since 2018) with responsibilities spanning agenda review, executive sessions, liaison to Chair, stockholder communications, and director candidate interviews .
- Committee leadership: Compensation Committee Chair; Nominating & Corporate Governance Committee Chair .
- Attendance: In 2024, the Board held 11 meetings and 7 written consents; each incumbent director except Ms. Dai attended ≥75% of aggregate Board/committee meetings—implying Kitayama met the attendance threshold .
- Committee activity (2024):
- Audit: 4 meetings; 5 consents
- Compensation: 2 meetings; 7 consents
- Nominating & Corporate Governance: 0 meetings; 1 consent
- Compensation Committee interlocks: None—committee members (incl. Kitayama) were not company officers and had no Item 404 relationships; no cross-board compensation interlocks disclosed .
Fixed Compensation
| Component (Non-Employee Director Program, approved July 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid monthly |
| Lead Independent Director/Board Chair retainer | $32,500 | Additional, paid monthly |
| Committee Chair retainers | Audit $25,000; Compensation $20,000; Nominating $15,000 | Paid monthly |
| Committee member (non-chair) retainers | Audit $12,000; Compensation $10,000; Nominating $10,000 | Paid monthly |
| Director | Fees Earned (Cash) 2024 | Stock Awards 2024 (Grant-Date FV) | Total |
|---|---|---|---|
| Mitchell W. Kitayama | $137,902 | $169,967 | $307,869 |
Note: Program elements indicate potential cash above base for Lead Independent Director and dual committee chairs; Kitayama’s actual cash for 2024 was $137,902 .
Performance Compensation
| Equity Grant Type | Grant Policy/Terms | Vesting |
|---|---|---|
| Annual restricted stock (non-employee directors) | Grant-date value $170,000 per director | Vests on earlier of first anniversary of grant or next annual meeting; subject to continued service |
| Metric | Value/Status (as of 12/31/2024) |
|---|---|
| Unvested restricted stock held by Kitayama | 3,564 shares |
| Stock options outstanding (Kitayama) | 28,500 options |
Director equity awards are time-based; no performance metrics tied to director equity were disclosed for non-employee directors .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Potential Interlock/Conflict |
|---|---|---|
| Winslow Drake | Private | None disclosed with ASTH customers/suppliers |
| MMK & Associates | Private | Advisory role; no ASTH related-party transactions disclosed – |
| Advanced Biomedical Inc. | Private | None disclosed |
No related-party transactions disclosed involving Kitayama; multiple related-party items involve other directors/executives (e.g., APC, AHMC) overseen under Company policy by Audit Committee –.
Expertise & Qualifications
- Financial governance: Former bank CEO/Vice Chair; treasury leadership; Certified Cash Manager .
- Board leadership: Lead Independent Director with formal chartered responsibilities .
- Health care/non-profit governance exposure via ADA-LA, Ronald McDonald House, and other organizations .
- Education: B.A. Biology (Chemistry minor) and MBA, Baylor University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Mitchell W. Kitayama | 34,611 (includes 20,000 options exercisable within 60 days) | * (less than 1%) |
| Detail | Amount |
|---|---|
| Options counted in beneficial ownership (exercisable within 60 days) | 20,000 |
| Total options outstanding (not all counted for beneficial ownership) | 28,500 |
| Director stock ownership guidelines | 3x annual cash retainer; 5 years to comply; retain ≥50% of net shares until guideline met |
| Hedging/pledging policy | Prohibited without prior written CFO approval; short sales/options restricted for Section 16 insiders |
Governance Assessment
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Strengths:
- Independent director, serving as Lead Independent Director and chairing Compensation and Nominating—strong roles in pay oversight, board refreshment, and governance practices .
- Clear director pay structure with equity grant and cash retainers; presence of director compensation limit in equity plan and clawback policy supports governance discipline .
- Audit/Nominating/Compensation committee independence affirmed; say-on-pay support ~99% in 2024 signals investor confidence in pay governance .
-
Watch items:
- Board leadership structure features non-independent Executive Chairman and Vice Chairman; reliance on Lead Independent Director and committee chairs to counterbalance—ongoing appropriateness reviewed by Board .
- Nominating & Corporate Governance Committee held 0 meetings in 2024 (1 consent) despite being central to board refreshment—monitor committee activity levels going forward .
- Company has multiple related-party transactions (not involving Kitayama); continued robust Audit Committee oversight is critical to mitigate perceived conflicts – .
-
Alignment:
- Kitayama’s 2024 director pay mix: ~$138k cash and ~$170k equity, plus unvested RSUs—generally aligned with shareholder value via equity and stock ownership guidelines .
Overall, Kitayama’s independence, leadership roles, and financial expertise support board effectiveness; vigilance on committee activity and monitoring of related-party transactions elsewhere in the boardroom remains important for investor confidence – .