Hideki Nagao
MEDICINOVAAbout Hideki Nagao
Hideki Nagao, 68, is an independent director of MediciNova (MNOV). He was appointed to the Board in November 2017 and previously served as a MediciNova director from 2004 to 2010. He holds a degree from the Faculty of Law of Tokyo University and brings 40 years of experience in finance and corporate law at Japanese financial institutions and corporate groups . The Board has affirmatively determined that Mr. Nagao is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Development Bank of Japan, Inc. | General Manager, Department of Venture Business Finance | 2006 | Finance/corporate law expertise |
| SG Holdings Co. Ltd. | Executive/Manager (moved to SG Holdings) | 2008 | Corporate finance/operations exposure |
| Sagawa Financials, Inc. | President | 2009 | Leadership in financial services |
| Sagawa Global Logistics | Director | 2012 | Logistics governance experience |
| SG Assetmax Co. Ltd | President | 2013 | Asset management leadership |
| Sagawa Advance Co., Ltd. | Auditor | 2017–2019 | Oversight and compliance |
| SG System Co., Ltd. | Auditor | 2017–2019 | Oversight and compliance |
| Japan Economic Research Institute Inc. | Auditor | 2017–2019 | Oversight and compliance |
| MediciNova, Inc. | Director | 2004–2010 | Prior Board service |
External Roles
- No current public company directorships are mentioned in the biography section; listed roles are within SG Holdings group entities and related affiliates in Japan .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NASDAQ standards |
| Board Meetings (FY2024) | Board held 5 meetings; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| Audit Committee (FY2024) | Member; Committee had 6 meetings; Chair: Carolyn Beaver; Members: Beaver, Nagao, Lemerond |
| Audit Committee (FY2025) | Member; Audit Committee Report confirms members: Beaver (Chair), Lemerond, Nagao |
| Compensation Committee (FY2024) | Member; Committee had 2 meetings; Chair: Nicole Lemerond; Members: Lemerond, Beaver, Nagao |
| Nominating & Corporate Governance Committee (FY2024) | Chair; Committee had 2 meetings; Members: Nagao (Chair), Beaver, Lemerond |
| Nominating & Corporate Governance Committee (FY2025) | Chair; zero meetings, acted by unanimous written consent in lieu of meetings; Members: Nagao (Chair), Beaver, Lemerond |
| Board Leadership | CEO serves as Chairman; all committees chaired by independent directors; risk oversight allocated across committees |
Fixed Compensation
| Component (Non-Employee Director, FY2024) | Amount |
|---|---|
| Annual Cash Retainer | $40,000 |
| Meeting Fees | Not disclosed |
| Committee Membership/Chair Fees | Not disclosed |
The Board reimburses reasonable expenses for attendance at Board and committee meetings .
Performance Compensation
| Equity Award Type | Grant Practice | FY2024 Grant to Nagao | Vesting | Exercise Price/Terms |
|---|---|---|---|---|
| Non-statutory stock options | Typical initial grant of 20,000 shares upon appointment (pro-rated to next AGM), plus annual grant of 20,000 shares | Annual option grant; fair value $17,319 | Vests in equal quarterly installments over 1 year | Exercise price equals 100% of fair market value on grant date |
Aggregate outstanding options held by Mr. Nagao as of Dec 31, 2024: 175,000 shares .
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Development Bank of Japan, Inc. | General Manager (Dept. of Venture Business Finance) | Public-sector financial institution | No MNOV related-party exposure disclosed in retrieved sections |
| SG Holdings group entities (Sagawa Financials, Sagawa Global Logistics, SG Assetmax) | President/Director roles | SG Holdings is a Japanese listed group; listed roles are in subsidiaries | No MNOV related-party transactions involving Nagao disclosed in retrieved sections |
| Sagawa Advance; SG System; Japan Economic Research Institute | Auditor | Private/affiliated entities | No MNOV related-party transactions involving Nagao disclosed in retrieved sections |
Expertise & Qualifications
- Tokyo University Faculty of Law degree; 40 years in finance and corporate law with Japanese financial institutions .
- Governance leadership: Chair of Nominating & Corporate Governance Committee; member of Audit and Compensation Committees .
- Experience in financial oversight via Audit Committee membership .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | 176,125 (all issuable pursuant to options exercisable within 60 days) | April 21, 2025 record date context |
| Ownership % | Less than 1% (denoted “*” in table) | April 21, 2025 |
| Options exercisable within 60 days | 176,125 | April 21, 2025 |
| Aggregate outstanding option awards | 175,000 shares | December 31, 2024 |
| Shares outstanding (context) | 49,046,246 | April 21, 2025 |
No disclosure found in retrieved sections regarding pledged shares or hedging by directors .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 21,989,458 | 8,966,300 | 927,101 | 2,325,696 |
| Preferred frequency of advisory votes | Every 1 Year: 9,747,859 | Every 2 Years: 1,201,174 | Every 3 Years: 12,906,546 | Abstain: 8,016,580; Broker Non-Vote: 2,336,396 |
Governance Assessment
- Independence and engagement: Nagao is affirmed independent and actively engaged across all three standing committees, chairing Nominating & Corporate Governance; Board attendance thresholds were met, and full annual meeting attendance is noted for 2024 .
- Committee effectiveness: Audit Committee met 6 times in 2024 and issued its report; Compensation Committee met 2 times; Nominating & Corporate Governance operated via both meetings (2024) and written consents (2025), indicating ongoing governance activity .
- Compensation alignment: Director pay is modest with a $40,000 cash retainer and annual time-vested options (20,000 shares; $17,319 fair value for 2024), supporting alignment but without performance-based metrics for directors; options vest quarterly over one year and are granted at FMV .
- Ownership signal: Beneficial ownership is entirely via options exercisable within 60 days (176,125 shares) with less than 1% ownership; while option exposure aligns incentives, minimal disclosed direct share ownership suggests limited “skin-in-the-game” beyond option holdings .
- Board structure risk mitigants: CEO serves as Board Chair, but all committees are chaired by independent directors with defined risk oversight responsibilities, which partially offsets combined Chair/CEO governance risk .
- Conflicts/related-party exposure: Proxy outlines Audit Committee review procedures and indemnification/D&O insurance; no specific related-party transactions involving Nagao are disclosed in retrieved sections, and independence determinations found no disqualifying relationships .
RED FLAGS: None identified in retrieved sections regarding related-party transactions, pledging, or attendance shortfalls; note combined Chair/CEO structure is a governance sensitivity, mitigated by independent committee chairs .