Ken Edahiro - Director | SBC Medical Group Holdings (SBC) Executive Profile & Compensation

About Ken Edahiro

Ken Edahiro (age 42) is an Independent Director of SBC, serving since September 17, 2024. He holds a degree from Hitotsubashi University (2004) and brings strategy and marketing leadership from BizReach (Chief Strategy Officer since Feb 2020; Director since Jun 2019), King (General Manager, 2014–2019), gloops (Head of Global Strategy & Marketing, 2012–2013), and Dentsu (Chief Account Executive, 2004–2012) . SBC’s Board determined he is independent under Nasdaq standards; no director attended fewer than 75% of Board/committee meetings in FY2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Dentsu	Chief Account Executive	Apr 2004–Jul 2012	Led client accounts; marketing execution experience
gloops	Head of Global Strategy & Marketing	Aug 2012–Dec 2013	Growth and go-to-market strategy in gaming
King	General Manager	Jan 2014–May 2019	Ops/management in interactive entertainment
BizReach	Director	Since Jun 2019	Governance oversight at cloud services provider
BizReach	Chief Strategy Officer	Since Feb 2020	Corporate strategy leadership

External Roles

Organization	Role	Tenure	Public Company?
BizReach	Director; Chief Strategy Officer	Director since Jun 2019; CSO since Feb 2020	Not disclosed as a reporting company in SBC proxy

Board Governance

Class I director; nominated on May 12, 2025 to stand for election to a three-year term until 2028, subject to potential declassification (if Proposal 3 is approved, all directors serve to 2026 and may be renominated for one-year terms) .
Committee memberships: Audit, Compensation, and Nominating & Corporate Governance (all members independent); all three committees chaired by Fumitoshi Fujiwara .
FY2024 meetings: Board met 3 times; Audit met 3 times; Compensation met 3 times; no director below 75% attendance .
Independence: Board majority independent; Edahiro qualifies as independent under Nasdaq rules .
Indemnification agreements: Entered Sept 17, 2024 with each director, including expense advancement; broader than DGCL .

Fixed Compensation

Director	Fiscal Year	Annual Cash Retainer ($)	Committee Chair Fees ($)	Equity Grants	Total Cash ($)
Ken Edahiro	2024	41,724	0 (chairs held by Fujiwara)	None (no director equity awards issued to date)	41,724

Standard arrangement: Each non-employee director receives $41,724 annual cash retainer, paid monthly pro rata; the director chairing three committees (Fujiwara) receives an additional $41,724 in cash .

Performance Compensation

Component	Structure	Metrics	Notes
Director Equity (RSU/Options)	None granted to non-employee directors in FY2024	N/A	Company’s 2024 Equity Incentive Plan exists, but “No equity awards have been issued to date” .
Plan Change-of-Control	Potential acceleration may trigger “parachute payments” subject to 20% excise tax	N/A	Disclosure pertains to plan mechanics; awards indeterminable and subject to administrator discretion .

Other Directorships & Interlocks

Person	Other Public Boards (last 5 yrs)	Interlocks/Committees
Ken Edahiro	None listed in SBC’s director biographies table as of Apr 30, 2025	Member of SBC Audit, Compensation, and Nominating & Governance committees

Expertise & Qualifications

Board’s rationale: Experience as a chief strategy officer and extensive marketing knowledge qualifies him for SBC’s Board .
Skills relevant to governance: Strategic planning, marketing, and technology/cloud exposure; contributes to nominating, compensation, and audit oversight as an independent member .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class (as of 4/15/2025)	Source
Ken Edahiro	0 (listed as “—”)	0%	SBC Security Ownership Table
Post-Transaction Ownership (SEC)	0	N/A	Form 3 (filed 2024-09-17): Edahiro Ken, 0 securities owned; URL: https://www.sec.gov/Archives/edgar/data/1930313/000121390024079604/0001213900-24-079604-index.htm

No pledging/hedging or director stock ownership guidelines disclosed in the proxy; no equity awards outstanding to directors as of FY2024 .
Concentrated ownership context: CEO Yoshiyuki Aikawa holds 92,688,960 shares (89.45%), underscoring the need for strong independent oversight .

Governance Assessment

Strengths: Independent status; service on all three key committees; acceptable attendance; clear Audit Committee charter responsibilities including related-party transaction oversight; formal indemnification agreements enhancing director protections .
Alignment/Pay Mix: Cash-only director pay with no equity grants in 2024 reduces potential pay-for-performance misalignment risk but may weaken long-term ownership alignment for independent directors (Edahiro owns 0 shares) .
Oversight Demands: Extensive related-party transactions within SBC’s ecosystem (material revenues and balances with affiliated medical corporations) heighten audit and governance scrutiny; Audit Committee explicitly reviews related-party transactions .
Committee Chair Concentration: All three committees chaired by one director (Fujiwara), which may concentrate agenda control; Edahiro’s role is member-only across committees .
Forward-Looking Signal: Proposed board declassification could enhance annual accountability cycles; Edahiro is nominated for re-election in 2025 .
RED FLAGS:
- Zero share ownership by Edahiro reduces “skin-in-the-game” alignment for an independent director .
- Significant related-party transactions across SBC entities require rigorous independent oversight to mitigate conflicts .
- Committee chair roles consolidated under a single director may reduce distributed committee leadership .
Mitigants:
- Board majority independence; Edahiro specifically determined independent under Nasdaq rules .
- Audit Committee mandate includes review of related-party transactions and external auditor oversight .
- No director equity grants in 2024, reducing potential pay-based conflicts for independent directors .