Yoko Miyashita
About Yoko Miyashita
- Chief Executive Officer of Leafly (LFLY) since August 2020; previously General Counsel (2019–2020). Director on Leafly’s board since February 4, 2022. Age 50. J.D., University of Washington; B.A., UC Berkeley .
- Company-reported performance: “Compensation Actually Paid” disclosure shows total shareholder return (TSR) of -63% for 2024 (vs. -67% for 2023), and net loss improved to $(5.7) million in 2024 from $(9.5) million in 2023 .
- Strategic context under her tenure: company delisted to OTC Pink in Jan 2025, faces July 1, 2025 note maturity with going concern uncertainty, and is pursuing a reverse split/“go private” transaction to reduce costs and deregister (estimated annual savings $1.8–$2.0 million) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Leafly | General Counsel | 2019–2020 | Led legal function prior to CEO appointment . |
| Getty Images | SVP & General Counsel (various roles) | 2005–2019 | Senior leadership in global legal/regulatory environments . |
| Perkins Coie LLP | Associate | 2001–2005 | Corporate/legal foundation in Seattle market . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Leafly Holdings, Inc. | Director (Class I) | 2022–present | Not on committees; board Chair is independent director Jeffrey Monat; board currently 50% independent . |
- Board governance: Board of four (CEO Miyashita; President/COO Peter Lee; independents Jeffrey Monat and Andres Nannetti). Monat serves as Board Chair. Committees and 2024/2025 roles: Audit (Monat Chair; Nannetti Member), Compensation (Nannetti Chair; Monat Member), Nominating & Governance (Monat Chair; Lee non-independent member). CEO is not on committees .
- Independence/dual-role implications: Miyashita is CEO and Director (not Chair). Board keeps independent Chair and two independent directors; however, only half the board is independent after April 1, 2025, which could heighten governance scrutiny during a going-private process .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 437,500 | 50% of base per CEO Agreement | 0 (no 2024 AIP awards) | 87,383 | 39,636 (401k match + benefits) | 564,519 |
| 2023 | 400,000 | 50% of base per CEO Agreement | 0 (no 2023 AIP payout) | 210,394 | 29,565 | 639,959 |
- CEO Agreement economics: base salary initially $400,000 and 50% target bonus; 280G “best-net” cutback (no gross-up) applies to parachute payments .
Performance Compensation
| Incentive | Metric | Weighting | Target(s) | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| 2022 PSU – Tranche 1 | 2022 Top Line Revenue | 50% | $55m | $47.4m; 0% payout on this half | PSU tranche-based; unvested remain eligible if $1B market cap (20 of 30 days by 2/4/2026) . |
| 2022 PSU – Tranche 1 | 2022 Adjusted EBITDA | 50% | Loss ≤ $27m | Loss $23.2m; 100% payout on this half (net 50% of tranche) | As above . |
| 2022 PSU – Tranche 2 (2023) | Cash Balance 12/31/2023 | 100% | ≥$14.5m = 100% (scaled tiers) | >$15m; 100% payout; vested 1/30/2024 | Tranche-based . |
| 2022 PSU – Tranche 3 (2024) | Cash Balance 12/31/2024 | 100% | ≥$11.2m = 100% (scaled tiers) | >$11.2m; 100% payout; vested 2/27/2025 | Tranche-based . |
| 2023 PSU (one-year) | Cash Balance 12/31/2023 | 100% | ≥$14.5m = 100% (scaled tiers) | >$15m; 100% payout; vested 1/30/2024 | One-year PSU . |
| Liquidity Event Options (2021) | De-SPAC/Market Cap/CIC | N/A | 50% vested at business combination; remaining vests at $1B market cap (20/30 days) or CIC, service-contingent | 50% vested in Feb 2022; remainder unvested | Options expire 2031; strike as granted . |
| Milestone Options (2021) | Revenue Milestones or Market Cap/CIC | N/A | 2022 ≥$65m; 2023 ≥$101m (90–100% pro-rata) | 2022 not met; 2023 not met; remain eligible on $1B market cap or CIC | Options; service-contingent . |
| Time-based RSUs (2024 grant) | Service | — | — | — | Vests 1/4 on the 20th day of every third month over one year starting 4/20/2024 . |
| Time-based Options (pre-2022) | Service | — | — | — | 25% on 1st anniversary; monthly thereafter to 4 years; early exercise to restricted stock allowed . |
Notes:
- 2024 Annual Incentive Plan: Committee retained discretion and approved no NEO bonuses for 2024 .
- PSU Market Cap “catch-up”: any unvested PSUs from annual tranches vest if $1B market cap achieved by 2/4/2026 (20 of 30 trading days) .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (as of 5/1/2025) | % Outstanding | Details |
|---|---|---|---|
| Yoko Miyashita | 107,430 shares | 3.4% | Includes 54,759 common and 52,671 options exercisable or vesting within 60 days . |
- Post-Transaction (reverse split estimate): At 1-for-200 ratio, Miyashita would beneficially own ~535 shares (~3.6%); at 1-for-500 ratio, ~214 shares (~3.9%) due to reduced denominator post-transaction range .
- Hedging/pledging: Company policy prohibits hedging and pledging without advance approval from General Counsel (applies to directors and officers) .
- Equity plan supply: 226,130 securities outstanding under equity plans (options + unvested RSUs/PSUs) and 423,323 available for new issuance as of 12/31/2024 .
- Alignment features: Significant performance equity dependent on liquidity/cash balance and an aggressive $1B market cap trigger; option strikes largely at $22 (pre-merger exchange-adjusted), aligning economics with material equity value creation .
Employment Terms
| Term | CEO Agreement Key Provisions |
|---|---|
| Base/Bonus | Base initially $400,000; target annual bonus 50% of base; payable in cash and/or equity at Committee discretion . |
| Qualifying Termination (outside CIC period) | 12 months base salary; 12 months COBRA reimbursement grossed-up; unvested equity forfeited; 90-day option exercise window; subject to release/resignation from Board . |
| CIC Period & Double-Trigger | If terminated without Cause or resign for Good Reason during CIC Period: lump sum = 100% base + target bonus; 12 months COBRA gross-up; accelerate all equity at 100% of performance for PRSUs; 90-day option exercise; subject to release/resignation . |
| Definitions | Cause/Good Reason include detailed cure and conduct standards; CIC Period defined around change-in-control window per plan . |
| 280G | “Best net” cutback to avoid excise tax if beneficial (no gross-up) . |
Director and Board Governance
- Role on board: Director (Class I) standing for re-election at the 2025 annual meeting; CEO and Secretary; not compensated for board service (management directors are unpaid for board roles) .
- Board composition and independence: Four members; two independents (Monat, Nannetti) as of May 2025; former independent Chair Alan Pickerill resigned April 1, 2025; Monat serves as Board Chair .
- Committees:
- Audit: Monat (Chair), Nannetti (Member) .
- Compensation: Nannetti (Chair), Monat (Member) .
- Nominating & Governance: Monat (Chair), Lee (Member) .
- Meetings/attendance: 2024 committee disclosures show 100% attendance for Nominating (5 meetings) and Compensation (4 meetings) ; 2023 Audit met 5x with 100% attendance (latest full-year data) .
- Say-on-Pay: Not submitting say-on-pay proposals going forward if deregistration occurs (due to proposed going-private) .
Director Compensation (Board Service)
- Miyashita receives no additional compensation for board service (management directors are excluded). Non-employee director cash retainers were increased April 1, 2024; equity RSUs granted to non-employee directors (not applicable to CEO) .
Compensation Committee Analysis and Consultants
- 2024 Compensation Committee: Andres Nannetti (Chair), Jeffrey Monat (Member); both independent and non-employee directors .
- Independent consultant: Compensia assisted the Committee on executive and director compensation programs and risk assessment (no conflicts) .
Related Party/Other Items
- Registration rights: Miyashita is among legacy holders party to the Amended and Restated Registration Rights Agreement from the business combination (enables resale registrations) .
- Insider reporting: If the going-private transaction is completed and Form 15 filed, Section 16 reporting and short-swing profit rules will cease to apply to insiders after deregistration becomes effective (90 days post filing) .
Risk Indicators & Red Flags (role-relevant)
- Going concern and debt maturity: Company disclosed substantial doubt about ability to continue as a going concern; 8% 2022 Notes maturity extended to July 1, 2025 with security interest; inability to refinance/pay could allow foreclosure on assets .
- Delisting and OTC Pink: Common stock and warrants delisted from Nasdaq effective Jan 17, 2025; trading on OTC Pink Open Market; reduced liquidity and visibility .
- Going-private plan: Reverse split (1-for-200 to 1-for-500) and cashing out fractional holders at $0.28 per pre-split share to reduce holders below 300 and deregister; Board did not obtain an external fairness opinion; estimated annual public-company cost savings $1.8–$2.0 million .
- Performance pay design: 2023–2024 PSUs tied to year-end cash balance (liquidity preservation) rather than growth metrics; 2022 PSUs mixed growth (revenue) and efficiency (Adjusted EBITDA), with revenue goal not achieved .
Investment Implications
- Pay-for-performance: No 2024 cash bonus; equity mix emphasizes liquidity (cash balance PSUs) and high market-cap triggers (options/PSUs). This tilts incentives toward balance-sheet preservation and optionality in a distressed context rather than near-term revenue growth .
- Selling pressure/vesting overhang: Time-based RSUs vest quarterly (2024 grant) and several legacy RSUs/PSUs remain outstanding; any deregistration may limit Rule 144 liquidity, potentially reducing near-term insider selling pressure but also impairing alignment via tradable equity .
- Retention and change-in-control economics: CEO protections include 1x salary and 1x target bonus plus full equity acceleration upon double-trigger CIC; outside CIC 1x salary plus COBRA. These are moderate multiples vs. small-cap norms, but full PRSU acceleration at 100% under CIC could be value-accretive to the executive if a transaction occurs .
- Governance: CEO is also a director but not Chair; only half the board is independent post-April 2025. During a going-private process without an external fairness opinion, independence and process rigor are focal points for governance risk assessment .
- Macro and capital structure risk dominates: The July 1, 2025 debt maturity, going concern warning, delisting, and plan to deregister suggest heightened execution and financing risk that will likely overshadow compensation signals in the near term .
Data sources: 2025 DEF 14A (filed 5/9/2025), 2024 DEF 14A (filed 6/6/2024), 2024 Form 10-K (filed 3/31/2025).