Kazuko Matsuda
MEDICINOVAAbout Kazuko Matsuda
Kazuko Matsuda, M.D., Ph.D., MPH is Chief Medical Officer (CMO) of MediciNova and a Class II director; she is 59, appointed CMO in September 2011 after serving as VP of Clinical Development from April 2010 to September 2011, and is a board-certified pediatrician in the U.S. and Japan with degrees from Sapporo Medical University and Harvard T.H. Chan School of Public Health . As part of MNOV’s chief operating decision-maker (CODM) group, she contributes to segment decisions; company performance metrics show cumulative TSR values of $78.36 (2024), $55.97 (2023), $76.49 (2022) on a $100 base, with net losses of $11.05M (2024), $8.57M (2023), $14.07M (2022), and revenue of $0.0M (2024) vs $1.0M (2023) . The CEO concurrently serves as Executive Chairman, concentrating board leadership; compensation oversight is via an independent Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediciNova | Chief Medical Officer | Sep 2011–present | Leads all clinical development; advanced MNOV’s drug programs per board biography . |
| MediciNova | VP, Clinical Development | Apr 2010–Sep 2011 | Built internal clinical development capabilities . |
| USC Keck School of Medicine | Assistant Professor | Aug 2008–Nov 2009 | Academic clinical research; foundational expertise for MNOV programs . |
| Children’s Hospital Los Angeles | Clinical Fellow | Aug 2005–Jul 2008 | Pediatric clinical training supporting regulatory and trial design . |
| Michigan State University / Loma Linda University | Residency (IM/Peds; Pediatrics) | Years not specified | Board certification and dual-country clinical credentialing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sapporo Medical University | M.D.; Ph.D. | N/A | Medical and doctoral degrees . |
| Harvard School of Public Health | MPH | N/A | Public health training . |
| Board Certifications | Pediatrics (U.S. & Japan) | N/A | Dual board-certified pediatrician . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $476,814 | $505,422 | $505,422 |
| Option Awards (Grant-Date Fair Value, $) | $228,833 | $360,788 | $301,103 |
| Non-Equity Incentive Plan Compensation ($) | $158,540 | $123,828 | $176,898 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Total Compensation ($) | $882,487 | $1,009,838 | $1,004,123 |
Notes:
- Non-equity incentive amounts are performance-based cash payments; target bonus % is not disclosed in the proxy .
Performance Compensation
| Award Year | Instrument | Metric | Target | Actual | Payout | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|---|---|---|---|
| 2024 | Performance Stock Options | 2024 performance goals (not specified) | 300,000 shares | 100% attainment certified Jan 2025 | N/A (option vest) | Vested Jan 2025 | $1.52/sh | 01/17/2034 |
| 2023 | Performance Stock Options | 2023 performance goals (not specified) | 225,000 shares | 70% attainment certified Jan 2024 | N/A (option vest; 30% forfeited) | Vested Jan 2024 (70%) | $2.40/sh (grant 02/01/23) | 01/31/2033 |
Notes:
- Grant-date fair values are reported under ASC 718; they assume full achievement at grant and do not reflect realized value on exercise .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 2,569,704 |
| Ownership as % of Outstanding | 5.0% |
| Directly Held Shares | 322,996 |
| Options Exercisable within 60 days (i.e., vested) | 2,246,708 |
| Unvested/Unearned Options at FY-end | 300,000 (performance-based target at 12/31/2024; vested Jan 2025 at 100%) |
| Shares Pledged as Collateral | Not disclosed; no pledge information found in proxy [Search: pledging not found in DEF 14A 2025] |
| Stock Ownership Guidelines | Not disclosed |
Key Option Holdings (select grants)
| Grant Date | Exercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|
| 12/04/2014 | 120,000 | 3.24 | 12/03/2024 |
| 01/07/2015 | 125,000 | 3.09 | 01/06/2025 |
| 01/07/2016 | 100,000 | 3.91 | 01/06/2026 |
| 01/07/2016 | 170,000 | 3.91 | 01/06/2026 |
| 01/18/2017 | 280,000 | 6.10 | 01/17/2027 |
| 01/06/2018 | 295,000 | 7.00 | 01/05/2028 |
| 01/15/2019 | 243,750 | 9.67 | 01/14/2029 |
| 01/09/2020 | 325,000 | 6.89 | 01/08/2030 |
| 02/18/2021 | 192,500 | 5.92 | 02/17/2031 |
| 01/27/2022 | 149,625 | 2.25 | 01/26/2032 |
| 02/01/2023 | 157,500 | 2.40 | 01/31/2033 |
| 01/18/2024 (Perf-based) | 300,000 unearned at FY-end; vested Jan 2025 | 1.52 | 01/17/2034 |
Employment Terms
| Provision | Details |
|---|---|
| Agreement Type | Severance Protection Agreement (executed July 14, 2014; form approved by Board) |
| Trigger | Change in Control, with termination preceding or following specified windows (30 days before/12–24 months after) |
| Cash Severance | 2x the sum of “base salary amount” + “bonus amount” (lump sum on day 60 after termination upon release) |
| Pro Rata Bonus | Payable within 5 days for qualifying terminations |
| Benefits Continuation | Company-paid COBRA for medical, dental, vision for 18 months; life/disability premium equivalents for 18 months |
| Outplacement | Reasonable services for up to 12 months or until new employment |
| Equity Vesting | Full acceleration of any unvested equity awards on qualifying termination |
| Tax/Code | Section 409A compliance; excise tax “cutback” to avoid 280G excise |
| Term/Renewal | Original term through Dec 31, 2014; auto-renews annually unless notice by Oct 1 |
| CIC Definition | ≥40% voting securities acquired; board majority change; merger/asset sale resulting in ≤50% continuing ownership; liquidation/dissolution |
Board Governance
| Attribute | Status |
|---|---|
| Board Class | Class II director; term expires at the 2027 Annual Meeting (elected in 2024 as Class II) |
| Committee Memberships | Not listed as a member of Audit, Compensation, or Nominating committees (committees comprise Beaver, Lemerond, Nagao; all independent) |
| Independence | Executive officer; committees are explicitly composed of independent directors under SEC/NASDAQ standards |
| Board Attendance | The Board held 5 meetings in 2024; each director attended ≥75% of meetings/committees served |
| Lead Independent Director | Not disclosed in the proxy . |
| Executive Sessions | Not specifically disclosed; committees meet per charter and may hold executive sessions . |
Director Compensation (context)
- MNOV compensates non-employee directors with $40,000 cash annually and annual options to purchase 20,000 shares vesting quarterly over one year; 2024 awards were made to Beaver, Lemerond, and Nagao. Matsuda, as an employee director, is not listed among recipients of non-employee director fees/options .
Company Performance Context (for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stockholder Return (Value of $100 Investment) | $76.49 | $55.97 | $78.36 |
| Revenues ($) | — | $1,000,000 | — |
| Net Loss ($) | $(14,069,000) | $(8,572,000) | $(11,050,000) |
Compensation Structure Analysis
- Mix evolution: Salary was flat year-over-year ($505,422 in 2023 and 2024), option grant value declined ($360,788→$301,103), and cash incentive rose ($123,828→$176,898), indicating higher cash performance payout and slightly lower equity grant intensity in 2024 .
- Equity emphasis via performance options: Perf-based options vested at 70% for 2023 targets and 100% for 2024 targets, with low strike prices ($2.40 and $1.52), aligning upside with operational milestones .
- Clawback/ownership guidelines: No clawback policy or director/NEO ownership guideline disclosures specific to Matsuda were found in the proxy .
Vesting Schedules and Insider Selling Pressure
- January 2024: 2023 performance options vested at 70%; 225,000-target tranche for Matsuda partially vested, with 30% forfeited .
- January 2025: 2024 performance options vested at 100% for 300,000 shares at $1.52 strike, expanding immediately exercisable inventory and potential selling/hedging considerations if market prices exceed strike .
- Near-term/low-strike inventory: As of April 21, 2025, Matsuda had 2,246,708 options exercisable within 60 days, including low-strike grants ($1.52, $2.25, $2.40), increasing flexibility to monetize awards; pledged shares not disclosed .
Employment & Retention Risk
- Strong CIC protection (2x salary+bonus, 18-month benefits, full acceleration) reduces exit friction and can create retention offsets amidst strategic transactions .
- CODM role (CEO, CMO, CFO) underscores her centrality to pipeline execution; MNOV expects continued losses and may seek alliances/licensing, increasing execution demands and retention value on clinical milestones .
Compensation Committee Analysis
- Members: Nicole Lemerond (Chair), Carolyn Beaver, Hideki Nagao; all independent under SEC/NASDAQ, with authority to retain comp consultants and conduct executive sessions; CEO excluded from deliberations on his compensation .
- Processes: Reviews performance objectives, market data, ownership, and historical comp to set packages and performance goals; administers stock incentive and ESPP plans .
Equity Ownership & Alignment Signals
- Skin-in-the-game: 5.0% beneficial ownership, with 322,996 directly held shares and substantial vested options (2,246,708), aligning incentives with equity value creation .
- No pledging/hedging details disclosed in the proxy; ownership guidelines not disclosed .
Performance & Track Record (selected)
- Board biography credits leadership and creativity advancing clinical programs; company’s 2024 MD&A cites increased R&D on MN-166 (ALS trial costs and formulation work) and notes zero revenue in 2024 vs. milestone revenue in 2023 .
- Liquidity: Cash and cash equivalents of $40.4M at YE 2024; management expects sufficient working capital through Feb 2026 based on projected spending, contextualizing incentive focus on monetization/licensing .
Investment Implications
- Pay-for-performance alignment: Repeated use of performance-based options with variable vesting (70% in 2023, 100% in 2024) suggests disciplined link to operational goals; low strike prices amplify equity sensitivity to value creation .
- Potential selling pressure: January 2025 vesting of 300,000 options at $1.52 and total 2.25M+ vested options increase potential supply; monitor Form 4 activity and trading windows around catalysts .
- Governance: Executive director not serving on independent committees; independent Compensation Committee with consultant authority mitigates dual-role concerns amid CEO’s Executive Chairman role .
- Retention/catalyst risk: Robust CIC severance and full equity acceleration reduce personal downside in M&A; CODM disclosure and cash runway to 2026 place emphasis on pipeline progress and alliance outcomes for value realization .
Key data gaps for deeper analysis: target bonus % and detailed cash incentive metrics (weightings/thresholds) not disclosed; no clawback or pledging disclosures specific to Matsuda found in the proxy **[1226616_0000950170-25-059321_mnov_proxy_2025.htm:25]** **[1226616_0000950170-25-059321_mnov_proxy_2025.htm:31]** **[1226616_0000950170-24-049146_mnov_proxy_2024.htm:23]**.