Koji Sato
About Koji Sato
Koji Sato, age 56, has served as an independent director of HeartCore Enterprises, Inc. (HTCR) since September 2023; he is founder and Managing Partner of GIIP Global Advisory, Inc. (since 2009), with prior roles as Senior Financial Officer/fund-of-funds manager at AIFAM Inc. and Senior Consultant at KPMG LLP and PwC Japan (Chuo-Aoyama). He holds an MBA from USC Marshall and a B.S. in Social Science from Hitotsubashi University . The Company affirms his independence under Nasdaq rules, and he entered into an Independent Director Agreement and Indemnification Agreement on September 29, 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIFAM Inc. | Senior Financial Officer; fund-of-funds manager for Japanese investors | Not disclosed | Institutional fund oversight; investment management |
| KPMG LLP | Senior Consultant | Not disclosed | Financial/accounting advisory |
| PwC Japan (Chuo-Aoyama Audit Corp.) | Senior Consultant | Not disclosed | Financial/accounting advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GIIP Global Advisory, Inc. | Founder & Managing Partner | 2009–present | Multi-country accounting/CFO services firm |
Board Governance
- Independence: The Board determined Sato is independent under Nasdaq Capital Market rules; post-2025 resignations and elections, the Board expects a majority of independent directors (including Sato) .
- Committee assignments (current/expected):
- Audit Committee: Member; committee chaired by Ferdinand Groenewald; Yoonji Lee expected to replace Heather Neville after her resignation .
- Compensation Committee: Member; formed Feb 14, 2025; Yoonji Lee expected to replace Neville as Chair .
- Nominating & Corporate Governance Committee: Chair; formed Feb 14, 2025 .
- Attendance and engagement: In 2024, the Board held 12 meetings (Audit Committee held one); each director attended >75% of combined Board and committee meetings; all directors attended the 2024 annual meeting and plan to attend 2025 .
- Executive sessions: The Board holds executive sessions of independent directors; the Company may consider a Lead Independent Director as circumstances warrant .
- Anti-hedging: Directors are prohibited from hedging/monetization transactions (e.g., collars, forward sales) under the insider trading policy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director Cash Fees – Koji Sato ($) | $13,794 | $54,000 |
| Cash Retainer (non-employee directors) ($/yr) | $50,000 | $50,000 |
| Audit Committee – Member Fee ($/yr) | $4,000 | $4,000 |
| Audit Committee – Chair Fee ($/yr) | $7,000 total (member $4k + chair add’l $3k) | $7,000 |
| Compensation Committee – Member/Chair ($/yr) | Not applicable (committee formed 2025) | Member $4,000; Chair $7,000 (schedule) |
| Nominating & Governance – Member/Chair ($/yr) | Not applicable (committee formed 2025) | Member $3,000; Chair $6,000 (schedule) |
Notes: 2024 director cash pay for Sato reflects base retainer plus Audit Committee member fee (Comp/Nominating committees were formed in 2025) .
Performance Compensation
- No performance-based equity awards or non-equity incentive compensation for non-employee directors were disclosed for 2024 .
- As of December 31, 2023, the Company reported no stock-based awards granted under the 2023 Equity Incentive Plan; director 2023 compensation was cash-only for Sato .
Other Directorships & Interlocks
| Category | Entity | Role | Overlap/Interlocks |
|---|---|---|---|
| Current public company boards | None disclosed | — | — |
| Prior public company boards | None disclosed | — | — |
| Private/Non-profit boards | None disclosed beyond GIIP | — | — |
Expertise & Qualifications
- Finance and accounting expertise; prior roles at KPMG and PwC Japan .
- Investment management experience (fund-of-funds) at AIFAM Inc. .
- Education: MBA (USC Marshall); B.S. Social Science (Hitotsubashi University) .
- Governance role depth: Chair of Nominating & Corporate Governance Committee; member Audit and Compensation committees .
Equity Ownership
| Metric | Record Date 2024 | Record Date 2025 |
|---|---|---|
| Shares Beneficially Owned (Sato) | — (none) | — (none) |
| Percent of Outstanding | — (less than 1%) | — (less than 1%) |
| Anti-hedging compliance noted | Policy prohibits hedging/monetization for directors | Policy prohibits hedging/monetization for directors |
Governance Assessment
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Strengths
- Independence and committee leadership: Sato is independent; chairs Nominating & Governance and serves on Audit and Compensation, supporting board effectiveness and compliance post-controlled-company transition .
- Attendance and engagement: Directors (including Sato) exceeded 75% attendance and participated in annual meetings, indicating active oversight .
- Anti-hedging policy and indemnification agreements support alignment and risk management; Sato’s Independent Director and Indemnification Agreements were executed Sept 29, 2023 .
-
Risks and red flags
- Low ownership alignment: Sato holds no disclosed shares; non-employee director pay in 2024 was cash-only, with no equity grants, limiting “skin-in-the-game” alignment .
- Governance transition: Compensation and Nominating committees were formed in 2025 following the end of controlled-company status; transitional governance processes may pose execution risk (though expected to result in majority independent board, including Sato) .
- Related-party ecosystem: While no related-party transactions involve Sato, the company disclosed multiple related-party items with executives (CEO loans; vendor relationships; director loan), requiring robust Audit Committee oversight; Sato’s Audit Committee membership is relevant to managing these risks .
-
Compensation structure observations
- 2024 director compensation for Sato: $54,000 cash, consistent with base retainer plus Audit Committee membership; no equity grants → conservative, but reduces long-term alignment .
- Committee fee schedule in place for 2025 (Comp and Nominating) enhances pay for governance workload; monitoring pay mix shifts as committees mature is prudent .
-
Independence, attendance, and engagement
- Independence affirmed; majority-independent board expected after 2025 resignations/elections; directors attended >75% of meetings and annual meeting .
Appendix: Committee Charters and Responsibilities (highlights)
- Audit: oversight of auditors, scope/results, fees, internal controls, related-party transaction review .
- Compensation: CEO and executive pay approvals, employment/severance/change-in-control terms, director compensation review, charter review .
- Nominating & Corporate Governance: director qualifications/selection, committee structure and appointments, independence standards, Code of Ethics compliance, charter review; chaired by Sato .