Fumitoshi Fujiwara
About Fumitoshi Fujiwara
Fumitoshi Fujiwara, age 58, is an independent director of SBC Medical Group Holdings Incorporated since September 17, 2024. He graduated from Meiji Gakuin University, Faculty of Law, in 1989, and brings deep financial and governance expertise; the board notes he qualifies as an audit committee financial expert under SEC and Nasdaq rules and has extensive financial/accounting experience, including CFO experience at a Nasdaq-listed company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medirom Healthcare Technologies Inc. (NASDAQ: MRM) | Executive Officer | March 2017–present | Executive role; financial/accounting expertise noted by SBC |
| Linden Capital Partners LLC | Managing Partner and CEO | Since 2023 | Senior leadership; capital markets exposure |
| Eaglestone Capital Management Inc. | Director, Managing Partner and CEO | Since Nov 2009 | Senior leadership; investment management |
| AC Capital Inc. | Director, Managing Partner and CEO | 2001–2009 | Senior leadership |
| Spiral & Star Co., Ltd. | Director, Managing Partner and CIO | 2000–2001 | Investment role |
| KOEI Tecmo Holdings Co., Ltd. | CEO and CFO | 1993–2000 | Operating and financial leadership |
| Shuwa Corporation | Manager | 1989–1993 | Management role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medirom Healthcare Technologies Inc. (NASDAQ: MRM) | Executive Officer (not a director) | March 2017–present | Public company executive experience; no public company directorships reported |
| Linden Capital Partners LLC | Managing Partner and CEO | Since 2023 | External leadership in investment/capital roles |
| Eaglestone Capital Management Inc. | Director, Managing Partner and CEO | Since Nov 2009 | External leadership |
The proxy explicitly states Mr. Fujiwara “does not hold, and has not held, any directorships in any reporting companies.” This reduces direct interlock risks at other public issuers .
Board Governance
- Independence: SBC’s board determined Fujiwara is independent under Nasdaq listing standards; a majority of the five-person board is independent .
- Committee assignments and chair roles:
- Audit Committee: Chair; qualifies as “audit committee financial expert” under Item 407(d)(5) of Regulation S-K; committee met 3 times in FY2024 .
- Compensation Committee: Chair; committee met 3 times in FY2024 .
- Nominating & Corporate Governance Committee: Chair .
- Attendance: Board met 3 times in FY2024; no director attended fewer than 75% of board and committee meetings on which they served .
- Board classification and declassification: The 2025 Annual Meeting approved declassification; all current director terms end at the 2026 annual meeting with annual elections thereafter .
- Indemnification: SBC entered into indemnification agreements with each director on September 17, 2024; charter includes broad indemnification provisions .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $41,724 | Standard non-employee director retainer |
| Committee chair cash (aggregate for three chairs) | $41,724 | Additional cash to the director who chairs three committees (Fujiwara) |
| Total cash fees (FY2024) | $83,448 | Fees earned/paid in cash shown in director compensation table |
| Equity awards (RSUs/PSUs/Options) | — | No director equity awards reported for FY2024; 2024 Plan had no awards issued to date |
- Cash is paid monthly on a prorated basis .
Performance Compensation
| Performance-Tied Element | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | No stock awards reported for Fujiwara in FY2024; plan shows no awards issued |
| Option awards | None | No option awards reported for Fujiwara in FY2024 |
| Non-equity incentive comp | None | No director non-equity incentive compensation reported |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed/applicable | Proxy director comp section reflects fixed cash fees only |
| Clawback/change-in-control terms (director equity) | Not applicable | Equity plan notes potential parachute excise taxes upon acceleration, but no awards outstanding |
Other Directorships & Interlocks
| Company | Role | Public Reporting Company? | Potential Interlock/Conflict |
|---|---|---|---|
| Medirom Healthcare Technologies Inc. | Executive Officer | Yes (NASDAQ: MRM) | Executive role only; no public company directorship; no SBC-disclosed transaction linkage |
| Linden Capital Partners LLC | Managing Partner & CEO | Private | Investment leadership; no SBC-disclosed related-party transactions |
| Eaglestone Capital Management Inc. | Director/Managing Partner & CEO | Private | No SBC-disclosed related-party transactions |
- The proxy states Fujiwara has not held public company directorships, mitigating classic director interlocks at reporting issuers .
Expertise & Qualifications
- Audit committee financial expert; possesses Nasdaq-defined financial sophistication .
- Extensive CFO and CEO experience; deep financial/accounting knowledge cited by board, including CFO experience at a Nasdaq-listed company .
- Legal education (Law degree from Meiji Gakuin University) supports governance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Fumitoshi Fujiwara | — | — | Not listed with beneficial ownership in the table as of April 15, 2025 |
- Shares outstanding reference: 103,611,251 common shares as of April 15, 2025 used for ownership percentages .
- Pledging/hedging: No Fujiwara-specific disclosures found in returned proxy sections .
- Director stock ownership guidelines: Not disclosed in returned sections .
Governance Assessment
- Positives:
- Strong governance credentials: independent; chairs all three key committees (Audit, Compensation, Nominating & Governance); audit committee financial expert designation .
- Attendance meets expectations; committees and board held regular meetings; no attendance shortfalls reported for FY2024 .
- Board declassification approved (effective 2026), improving annual accountability to shareholders .
- Concerns/RED FLAGS:
- Compensation alignment: 100% cash-based director pay; no equity grants; Fujiwara appears to hold no beneficial ownership per the table—limited ownership alignment and at-risk pay for directors .
- Concentration of committee power: One director chairs Audit, Compensation, and Nominating—centralization can pose governance risk if not counterbalanced by processes and board oversight .
- Company-level related-party exposure: Significant transactions with CEO-controlled and family-related entities place heightened importance on Audit Committee’s related-party oversight (which Fujiwara chairs) .
- Corporate opportunity renunciation in charter may reduce recourse on potential conflicts outside director capacity—requires vigilant governance controls .
Additional Context
- Indemnification: Director indemnification agreements (Sept 17, 2024) and broad charter indemnification/advancement provisions are in place .
- Shareholder votes (2025 AGM): Declassification passed unanimously; director nominees (Edahiro and Sayama) received near-unanimous support; auditor ratification passed—no say-on-pay item reported in returned filings .
Overall, Fujiwara’s credentials and independence are strong, but the lack of equity-based director compensation and beneficial ownership, alongside his triple-chair roles amid substantial related-party transactions at the company, create alignment and oversight concentration risks that investors should monitor closely .