Yuichi Iwaki
MEDICINOVAAbout Yuichi Iwaki
Yuichi Iwaki, M.D., Ph.D., 75, is MediciNova’s founder and serves as President, Chief Executive Officer, and Executive Chairman of the Board. He has been Chairman from inception in September 2000 to March 2007, Executive Chairman since July 2005, CEO since September 2005, and President & CEO since March 2006; he also served as Acting CFO from November 2013 to April 2014. Dr. Iwaki holds M.D. and Ph.D. degrees from Sapporo Medical School (Japan) and has been a professor at USC’s School of Medicine (Urology; Director, Transplantation Immunology and Immunogenetic Lab) from 1992 through March 2025; he is also a visiting professor at Toho University School of Medicine. He previously held professorships at the University of Pittsburgh (Surgery and Pathology, 1989–1991) and has authored 200+ peer-reviewed publications and 40+ book chapters .
Performance context (company-level): MediciNova’s Pay vs. Performance disclosure shows cumulative TSR (value of $100 investment) of $76.49 (2022), $55.97 (2023), and $78.36 (2024), alongside net losses of $14.1mm (2022), $8.6mm (2023), and $11.1mm (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $76.49 | $55.97 | $78.36 |
| Net Loss ($USD Thousands) | $14,069 | $8,572 | $11,050 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediciNova, Inc. | Founder; Chairman (from inception to Mar 2007); Executive Chairman (from Jul 2005); CEO (from Sep 2005); President & CEO (from Mar 2006) | 2000–present | Founder-CEO leadership with long-tenured governance oversight . |
| Avigen, Inc. | Director | 1994–2008 | External biotech board experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Southern California School of Medicine | Professor (Urology); Director, Transplantation Immunology & Immunogenetic Lab | 1992–Mar 2025 | Academic leadership and translational science expertise . |
| Toho University School of Medicine | Visiting Professor | N/A (ongoing) | Academic collaboration and clinical network . |
| University of Pittsburgh School of Medicine | Professor (Surgery & Pathology) | 1989–1991 | Foundational research/clinical roles . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $620,167 | $657,377 | $657,377 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Current Contracted Base Salary ($/yr) | — | — | $657,377 (per employment agreement) |
Notes:
- All Other Compensation primarily reflects 401(k) employer match; health/disability premiums are excluded and generally available to all employees .
- Employment agreement (auto-renewing 12-month terms) provides for standard benefits; base salary currently $657,377 .
Performance Compensation
Annual Cash Incentive (Non-Equity Incentive Plan)
| Year | Actual Payout ($) | Notes |
|---|---|---|
| 2022 | $294,579 | Performance-based cash incentive . |
| 2023 | $230,082 | Performance-based cash incentive . |
| 2024 | $328,689 | Performance-based cash incentive . |
- Target bonus %, weighting, and specific metric thresholds are not disclosed; the Compensation Committee evaluates and approves payouts, with the CEO excluded from deliberations about his compensation .
Equity Awards – Grant-Date Fair Value
| Year | Option Awards ($) | Program Structure |
|---|---|---|
| 2022 | $359,594 | Equity in stock options; ASC 718 valuation . |
| 2023 | $481,050 | Equity in stock options; ASC 718 valuation . |
| 2024 | $401,471 | Equity in stock options; ASC 718 valuation . |
Performance-Based Stock Options – Detail
| Grant Date | Type | Target Shares | Exercise Price ($/sh) | Vesting Outcome | Certification / Vesting |
|---|---|---|---|---|---|
| 02/01/2023 | Performance Stock Options | 300,000 | 2.40 | 70% achieved | Committee certified Jan 2024; 70% vested, remainder forfeited . |
| 01/18/2024 | Performance Stock Options | 400,000 | 1.52 | 100% achieved | Committee certified Jan 2025; 100% vested Jan 2025 . |
- The company discloses that options were conditioned on 2023/2024 performance goals but does not publish specific metrics/weights; outcomes were 70% (2023 cycle) and 100% (2024 cycle) .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition Detail |
|---|---|---|---|
| Yuichi Iwaki, M.D., Ph.D. | 4,540,391 | 8.6% | Includes 1,091,933 shares held directly and 3,448,458 options exercisable within 60 days of April 21, 2025 . |
- Shares outstanding reference date: 49,046,246 (as of April 21, 2025; used for ownership %) .
Outstanding stock options (selected schedule):
| Grant Date | Exercisable Options (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|
| 01/07/2015 | 250,000 | 3.09 | 01/06/2025 |
| 01/07/2016 | 120,000 | 3.91 | 01/06/2026 |
| 01/07/2016 | 320,000 | 3.91 | 01/06/2026 |
| 01/18/2017 | 450,000 | 6.10 | 01/17/2027 |
| 01/06/2018 | 470,000 | 7.00 | 01/05/2028 |
| 01/15/2019 | 412,500 | 9.67 | 01/14/2029 |
| 01/09/2020 | 495,000 | 6.89 | 01/08/2030 |
| 02/18/2021 | 302,500 | 5.92 | 02/17/2031 |
| 01/27/2022 | 235,125 | 2.25 | 01/26/2032 |
| 02/01/2023 | 210,000 | 2.40 | 01/31/2033 |
| 01/18/2024 | 400,000 (performance) | 1.52 | 01/17/2034 |
Trading arrangements signal:
- The company reported no adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by officers/directors in Q2 2025 and Q3 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated April 1, 2007 (as amended), auto-renews annually . |
| Base Salary | $657,377 per year . |
| Bonus | “Periodic bonuses” at Board discretion (with reference to other executives/employees) . |
| Equity | Grants of equity-based compensation at Board discretion . |
| Notice & Severance (No CIC) | Either party may terminate with 3 months’ notice; Company may pay an amount equal to 75% of annual base salary in lieu of notice if termination at Company’s election; company may engage Dr. Iwaki post-termination as consultant at 15% of annual base salary per quarter . |
| CIC Severance Protection | Under Severance Protection Agreement (for NEOs other than Dr. Crean): If terminated (other than for “cause,” disability, or death, or if resignation for other than “good reason”) within 30 days before or 12 months after a Change in Control—or if a material adverse change occurs in the 30 days before a CIC followed by termination within 24 months—executive receives accrued comp and pro rata bonus; upon release, lump sum equal to 2x (base salary amount + bonus amount) plus estimated premium costs of life/disability over 18 months; COBRA premiums for 18 months; outplacement up to 12 months; all unvested equity vests in full; payments subject to Section 409A; cutback to avoid excise tax . |
| CIC Definition | Generally: 40%+ acquisition of voting securities; change in Board majority; merger/asset sale resulting in ≤50% continuing ownership; or complete liquidation/dissolution . |
Board Governance (Director Service, Committees, Independence)
- Board service history: Founder; Chairman from inception (Sep 2000) to March 2007; appointed Executive Chairman in July 2005; CEO since September 2005; President & CEO since March 2006 .
- Dual-role implications: The Board leadership structure combines Chairman and CEO; all standing committees (Audit, Compensation, Nominating/Governance) are chaired by independent directors to provide oversight .
- Committee memberships (2024 activity): Audit Committee (Beaver, Chair; Nagao; Lemerond) – 4 meetings; Compensation Committee (Lemerond, Chair; Beaver; Nagao) – 2 meetings; Nominating & Corporate Governance Committee (Nagao, Chair; Beaver; Lemerond) – acted by unanimous written consent, no formal meetings .
- Board meeting attendance: The Board held 5 meetings in 2024; each director attended at least 75% of meetings/committees served; all directors attended the 2024 Annual Meeting .
Director Compensation (Context)
- Non-employee director pay: $40,000 annual cash retainer; typical annual option grant of 20,000 shares vesting quarterly over one year; initial prorated options for new appointees; options priced at fair market value on grant date .
- 2024 non-employee director compensation:
- Carolyn Beaver: $40,000 cash; $17,319 option grant value; total $57,319 .
- Nicole Lemerond: $40,000 cash; $17,319 option grant value; total $57,319 .
- Hideki Nagao: $40,000 cash; $17,319 option grant value; total $57,319 .
Say-On-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Say-on-Pay (advisory approval of NEO compensation) | 21,989,458 | 8,966,300 | 927,101 | 2,325,696 |
| Say-on-Pay Frequency | 1 Year: 9,747,859 | 2 Years: 1,201,174 | 3 Years: 12,906,546 | 8,016,580 |
Multi-Year Compensation Summary (PEO)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $620,167 | $657,377 | $657,377 |
| Option Awards ($, ASC 718) | $359,594 | $481,050 | $401,471 |
| Non-Equity Incentive Plan ($) | $294,579 | $230,082 | $328,689 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Total ($) | $1,292,640 | $1,388,309 | $1,408,237 |
Additional Observations Relevant to Alignment, Retention, and Trading Signals
- Option-heavy equity mix with large vested/near-vested overhang: as of April 21, 2025, Dr. Iwaki’s beneficial ownership included 3,448,458 options exercisable within 60 days (part of total 4,540,391 shares beneficially owned; 8.6% of outstanding), indicating significant option-derived exposure .
- Recent performance option outcomes: 2023 cycle paid at 70% (vested Jan 2024) and 2024 cycle paid at 100% (vested Jan 2025), with strikes at $2.40 and $1.52 respectively, creating potential liquidity events as awards vest and approach favorable in-the-money status depending on market price .
- Trading plans: No officer/director adoption or termination of Rule 10b5-1 plans reported in Q2 and Q3 2025, limiting visibility into pre-arranged selling activity during those quarters .
Investment Implications
- Alignment: High beneficial ownership (8.6%), dominated by vested options, aligns incentives with equity value creation but may increase sensitivity to stock volatility and option moneyness .
- Pay-for-performance calibration: Annual cash bonuses were paid each of the last three years; equity outcomes indicate 70% achievement for 2023 performance options and 100% for 2024, though specific financial/operational metrics and weightings were not disclosed, limiting direct benchmarking to TSR or operating results .
- Retention/Change-in-control economics: Double-trigger CIC protection with 2x base+bonus, 18 months of benefits, outplacement, and full equity acceleration is robust and could be favorable in strategic transactions; outside of CIC, severance is limited (75% of salary in lieu of notice) with an option for post-termination consulting, moderating non-CIC separation costs .
- Governance risk/mitigants: Combined CEO/Chair structure raises standard independence concerns; oversight is partially mitigated by fully independent committee chairs and documented meeting cadence/attendance .
- Shareholder sentiment: Say-on-Pay passed in 2025 with sizable support by votes cast, though a meaningful “Against” vote indicates investors are scrutinizing pay outcomes relative to performance and disclosure .