Hiroshi Mikitani
About Hiroshi Mikitani
Hiroshi Mikitani (age 59) has served on the AST SpaceMobile (ASTS) Board since April 2021. He is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc., and also serves as Vice Chairman and co-Chief Executive Officer of Rakuten Medical, Inc.; he holds a commerce degree from Hitotsubashi University and an MBA from Harvard Business School . As a Rakuten designee, he is affiliated with Rakuten Mobile, Inc., which confers voting and investment discretion over ASTS shares held by Rakuten Mobile and may constitute shared beneficial ownership attribution to him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyft, Inc. | Director (former) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rakuten Group, Inc. | Founder, Chairman, CEO | Founded in 1997 (company founding) | Global internet services company |
| Rakuten Mobile, Inc. | Founder, Chairman, CEO | Not disclosed | Entity with ASTS shareholdings; Mikitani has voting/investment discretion over those shares |
| Rakuten Medical, Inc. | Vice Chairman and co-CEO | Not disclosed | Global biotechnology company |
| Tokyo Philharmonic Orchestra | Chairman | Since 2011 | Non-profit cultural institution |
| Japan Association of New Economy (JANE) | Representative Director | Not disclosed | Industry association leadership |
Board Governance
- Board service: Director since April 2021 .
- Committee memberships: Not disclosed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in the latest committee compositions; those committees were composed of other directors (Audit: Torres, Rubin, Wibergh; Compensation: Cisneros, Torres, Wibergh; Nominating & Corporate Governance: Cisneros, Sarnoff, Torres) .
- Independence status and affiliation: As a designee of Rakuten Mobile, Inc., Mikitani did not receive director compensation, and the Director Compensation Program applies only to independent directors who are not affiliated with Antares, Vodafone, American Tower, or Rakuten entities .
- Attendance/engagement: In 2023, “all directors, other than Messrs. Mikitani and Amin,” attended at least 66% of Board and committee meetings—indicating Mikitani did not meet the ≥66% attendance threshold (red flag) .
- Lead Independent Director context: Julio A. Torres serves as Lead Independent Director, presiding over executive sessions of independent directors .
- Related-party transaction oversight: The Audit Committee is responsible for reviewing and approving related party transactions (relevant given Rakuten arrangements) .
Fixed Compensation
| Item (FY2024) | Amount (USD) |
|---|---|
| Annual cash fees | $0 (not eligible; Rakuten designee) |
| Stock awards | $0 (not eligible) |
| Total | $0 |
Director Compensation Program terms (for eligible independent directors):
| Cash Retainers | Amount (USD) |
|---|---|
| Annual Board Retainer | $50,000 |
| Committee Chair – Audit | $20,000 |
| Committee Chair – Compensation | $15,000 |
| Committee Chair – Nominating & Corporate Governance | $10,000 |
| Committee Chair – Network Planning & Spectrum | $20,000 |
| Committee Member – Audit | $10,000 |
| Committee Member – Compensation | $7,500 |
| Committee Member – Nominating & Corporate Governance | $5,000 |
| Committee Member – Network Planning & Spectrum | $10,000 |
Governance policies impacting compensation:
- Clawback policy adopted in 2023 in line with SEC/Nasdaq requirements; plans include clawback provisions when required .
- Restrictive hedging/pledging policy requiring pre-approval for any hedging or similar transactions by directors/officers .
- Director compensation annual cap (“Director Limit”): $1,000,000; exceptions permitted only in extraordinary circumstances without participation by the affected director .
Performance Compensation
Annual equity for eligible independent directors (not applicable to Mikitani):
| Item | Detail |
|---|---|
| Annual RSU grant (2024) | 5,744 RSUs; grant date fair value ≈ $150,000 |
| Vesting | Earlier of one year from grant or next Annual Meeting; full vesting upon change in control |
Mikitani’s FY2024 equity:
| Item | Value |
|---|---|
| Annual RSU grant | None (not eligible; Rakuten designee) |
Plan-level performance criteria (illustrative; available under the Incentive Award Plan; not applied to Mikitani’s director pay in 2024):
| Performance Criteria Examples | Source |
|---|---|
| Revenues / revenue growth | |
| Net earnings/income; EBITDA (before interest, taxes, depreciation, amortization) | |
| Return on stockholders’ equity | |
| Total stockholder return (TSR) | |
| Earnings per share (EPS) | |
| Completion of critical projects / implementation milestones |
Other Directorships & Interlocks
| Company/Organization | Board Role | Public/Private | Notes |
|---|---|---|---|
| Rakuten Group, Inc. | Chairman, CEO, Director | Public (Japan) | Founder and chief executive of parent group |
| Rakuten Mobile, Inc. | Chairman, CEO | Private subsidiary of Rakuten Group | Affiliated shareholder of ASTS; Mikitani has voting/investment discretion over ASTS shares held by Rakuten Mobile |
| Rakuten Medical, Inc. | Vice Chairman and co-CEO | Private | Healthcare/biotech leadership role |
| Lyft, Inc. | Former Director | Public (US) | Prior board service |
| Tokyo Philharmonic Orchestra | Chairman | Non-profit | Cultural institution |
| JANE (Japan Association of New Economy) | Representative Director | Association | Industry policy role |
Expertise & Qualifications
- Extensive operating and management experience with major technology companies; telecom and digital platform domain expertise .
- Education: Commerce degree (Hitotsubashi University); MBA (Harvard Business School) .
Equity Ownership
| Holder | Class A Shares | Class A % | Combined Voting Power (%) | Notes |
|---|---|---|---|---|
| Hiroshi Mikitani | 31,020,155 | 11.4% | 2.9% | May be deemed to have shared beneficial ownership of Rakuten Mobile-held shares; has voting/investment discretion regarding those shares |
Governance Assessment
- Alignment: Significant “skin-in-the-game” via 11.4% Class A beneficial ownership attributable to Rakuten Mobile, with Mikitani’s voting/investment discretion—a potential positive signal for long-term alignment with shareholders .
- Compensation neutrality: As a Rakuten designee, Mikitani received no ASTS director cash or equity compensation in FY2024, avoiding potential pay-related conflicts (neutral-to-positive from a governance standpoint) .
- Policies: Company clawback and restrictive hedging/pledging policies bolster governance and accountability .
- RED FLAG — Attendance: Mikitani did not meet the ≥66% attendance threshold for Board/committee meetings in 2023, signaling engagement risk .
- RED FLAG — Related-party exposure: ASTS maintains a commercial “Rakuten Agreement” granting Rakuten exclusive rights in Japan and requiring ASTS investments; ASTS recognized a $10.0 million expense in 2023 related to missed KPIs, elevating conflict-of-interest scrutiny given Mikitani’s leadership roles at Rakuten entities .
- Independence considerations: The Director Compensation Program applies only to independent directors not affiliated with Rakuten; Mikitani’s status as a Rakuten Mobile designee and his non-participation in independent director compensation indicate affiliation and potential independence constraints (Board independence determination names not retrieved in available chunks) .
- Committee influence: Mikitani is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees, which may limit direct oversight influence on key governance areas .