Mike Sayama
About Mike Sayama
Dr. Mike Sayama (age 70) serves as an independent director of SBC, appointed March 11, 2022; he is a Ph.D. in Clinical Psychology with deep healthcare operations and community health expertise, plus prior bank board experience . Education: BA Psychology (Yale, 1975), MA Clinical Psychology (University of Michigan, 1979), Ph.D. Clinical Psychology (University of Michigan, 1982) . He is currently the Abbot of Chozen-ji, International Zen Dojo, and brings broad healthcare technology and executive leadership experience to SBC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community First (East Hawaii) | Executive Director (founding) | Jul 2016–Jan 2021 | Led operations, strategic plan for accountable health community; fundraising and community relations |
| Community First | Director of Strategy | Jan 2021–Jun 2021 | Facilitated transition to new management team |
| Pono Health | Vice President; Director of Learning Health Homes | Oct 2013–Dec 2018 | Managed East Hawaii IPA; implemented integrated data platform across payer, hospital, physician data |
| Hawaii Medical Service Association | Vice President (Health Benefits Mgmt; then Customer Relations) | Aug 1997–Oct 2013 | Streamlined preauthorization/appeals; established Hilo call centers, improving service timeliness/accuracy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City Bank | Director | Apr 2001–Apr 2005 | Prior public company bank board experience |
| Central Pacific Bank | Director | Apr 2005–Apr 2009 | Prior public company bank board experience |
| Central Pacific Financial Corporation | Director | Apr 2005–Apr 2009 | Prior public company bank holding company board |
| Bay Clinic (FQHC, East Hawaii) | Director | Not disclosed | Non-profit board service |
| Chozen-ji, International Zen Dojo | Abbot | Current | Leadership role; author of several books on psychotherapy and Zen Buddhism |
Board Governance
- Board classification and tenure: SBC’s board has five members across three classes; Dr. Sayama is Class I and was nominated on May 12, 2025 to stand for a new three-year term to 2028, subject to potential declassification (Proposal 3) that would shift director terms to one year starting 2026 .
- Independence: SBC’s board has a majority of independent directors; Dr. Sayama is deemed independent under Nasdaq rules. Audit committee members (including Dr. Sayama) are independent under Nasdaq and Rule 10A‑3(b)(1) .
- Committee assignments: Audit, Compensation, and Nominating & Corporate Governance; all three committees are chaired by Fumitoshi Fujiwara; Dr. Sayama is a member of each .
- Attendance: In FY2024, the board met three times; no director attended fewer than 75% of board and committee meetings on which they served; audit and compensation committees each met three times .
- Indemnification: SBC entered indemnification agreements with each director on September 17, 2024, including advancement of expenses and provisions broader than Delaware law .
- Audit Committee oversight: Committee reviews risk management, related party transactions, auditor independence, and recommended inclusion of FY2024 audited financials in the 10‑K; MaloneBailey, LLP is the independent auditor .
| Committee | Members | Chair | Meetings in FY2024 |
|---|---|---|---|
| Audit | Ken Edahiro; Mike Sayama; Fumitoshi Fujiwara | Fumitoshi Fujiwara | 3 |
| Compensation | Ken Edahiro; Mike Sayama; Fumitoshi Fujiwara | Fumitoshi Fujiwara | 3 |
| Nominating & Corporate Governance | Ken Edahiro; Mike Sayama; Fumitoshi Fujiwara | Fumitoshi Fujiwara | Not disclosed (committee responsibilities listed) |
Fixed Compensation
| Director | Annual Cash Retainer ($) | Committee Chair Cash ($) | Total Fees Earned in FY2024 ($) |
|---|---|---|---|
| Mike Sayama | 41,724 | — (not chair) | 41,724 |
| Standard director program | 41,724 | Additional 41,724 for the director who chairs three committees (Fujiwara) | Cash paid monthly, prorated |
- No equity grants to directors in FY2024; SBC’s 2024 Equity Incentive Plan existed but no awards had been issued as of Dec 31, 2024 .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Equity awards (RSUs/Options) | None issued under 2024 Equity Incentive Plan as of FY2024 year-end | Plan contemplates standard equity mechanics; new plan benefits indeterminable at proxy date |
| Performance metrics tied to director pay | Not applicable/not disclosed | Directors compensated via fixed cash; no performance-linked director equity grants disclosed |
| Change-of-control terms (equity) | Plan notes potential excise tax exposure if accelerated vesting triggers “parachute payments” | General plan language; no director awards outstanding in FY2024 |
Other Directorships & Interlocks
| Company | Role | Timeframe | Potential Interlocks/Conflicts |
|---|---|---|---|
| City Bank | Director | 2001–2005 | Historic bank board; no current SBC-related interlock disclosed |
| Central Pacific Bank | Director | 2005–2009 | Historic bank board; no current SBC-related interlock disclosed |
| Central Pacific Financial Corp. | Director | 2005–2009 | Historic bank holding company board; no current SBC-related interlock disclosed |
- Proxy states director bios include other public company directorships held in the past five years; Dr. Sayama’s profile lists prior bank boards ending in 2009, and does not identify current public company boards in the last five years .
Expertise & Qualifications
- Healthcare operations and data integration: Led accountable health community initiatives; implemented integrated payer/hospital/physician data platforms; managed IPA operations .
- Customer service and process optimization: Streamlined preauthorization/appeals; built call centers improving timeliness and accuracy .
- Strategy and transition leadership: Directed strategy during leadership transition at Community First .
- Academic and community leadership: Clinical psychology expertise; author; Abbot of international Zen dojo; non-profit board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mike Sayama | 15,000 | <1.0% | Beneficial ownership table as of Apr 15, 2025 |
| Ownership guidelines (director) | Not disclosed | No director stock ownership guideline disclosure in retrieved sections | |
| Vested vs unvested | Not disclosed | No equity awards outstanding for directors as of FY2024 | |
| Pledged/Hedged shares | Not disclosed | Audit committee reviews related party transactions and risk policies; no pledging/hedging disclosure found in retrieved sections |
Governance Assessment
- Independence and committee load: Dr. Sayama is independent and serves on all three key committees (Audit, Compensation, Nominating), signaling robust independent oversight; however, all committees are chaired by a single director (Fujiwara), which can concentrate committee authority .
- Attendance and engagement: Board met 3 times in FY2024, with no director below 75% attendance; audit and compensation each met 3 times—baseline engagement standards met .
- Compensation alignment: Director pay is entirely cash-based in FY2024 (no equity grants), limiting direct equity alignment; Dr. Sayama holds 15,000 shares (<1%), modest “skin-in-the-game” relative to controlling shareholder ownership .
- Ownership concentration: CEO/Chair Yoshiyuki Aikawa beneficially owns 92,688,960 shares (89.45%), indicating highly concentrated control; independent directors’ oversight becomes especially critical under this structure .
- Conflicts/related-party exposure: Audit committee explicitly oversees related-party transactions and risk management; retrieved sections do not disclose any director‑specific related‑party transactions involving Dr. Sayama .
- Governance evolution: May 12, 2025 nomination and Proposal 3 to declassify the board could enhance annual accountability if approved; otherwise, three‑year staggered terms persist .
- Protections: Indemnification agreements executed Sept 17, 2024 provide broad protections and expense advancement for directors, standard but noteworthy for risk transfer to company .
RED FLAGS to monitor:
- High ownership concentration (Aikawa at 89.45%)—potential to limit minority shareholder influence and board independence in practice .
- Committee chair concentration (all three chaired by Fujiwara)—oversight power centralized; ensure effective challenge and diversity of leadership within committees .
- Limited director equity alignment—no FY2024 equity grants and relatively small personal holdings for Dr. Sayama .