Miki Yamazaki
About Miki Yamazaki
Miki (Shimizu) Yamazaki, age 39, is Chief Strategy Officer of SBC Medical Group Holdings Incorporated, appointed effective April 10, 2025. She spent 16 years at Goldman Sachs Japan in the Investment Banking Division; from 2016 she served as Vice President in the Advisory Group focused on M&A, capital transactions, cross-border acquisitions, IPOs, and anti‑activist advisory. She holds a Bachelor’s degree from Keio University (2008). No executive‑specific TSR or revenue/EBITDA performance metrics tied to her compensation are disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs Japan | Vice President, Advisory Group (Investment Banking Division) | 2016–2024 | Led advisory on cross-border M&A, IPOs, capital transactions, and anti‑activist engagements |
| Goldman Sachs Japan | Investment Banking Division (roles not specified) | 2008–2016 | 16-year tenure in IBD; details prior to 2016 not itemized in filings |
External Roles
- No external directorships or public company board roles disclosed.
Fixed Compensation
| Component | Amount | Currency | Notes |
|---|---|---|---|
| Base Salary (per Employment Agreement) | 38,000,000 | JPY | Paid monthly; effective April 10, 2025 |
| Base Salary (FY2025 proxy disclosure) | 26,462 | USD | Annual base salary cited for FY2025 in proxy; Compensation Committee may determine bonuses/equity |
| Bonus – Target % | Not disclosed | — | Eligible for discretionary bonuses determined by Board |
| Bonus – Actual Paid | Not disclosed | — | No specific payout disclosed |
| Fringe Benefits | As provided to executive officers | — | Consistent with Company practices |
Note: USD base disclosed in the proxy (US$26,462) differs from JPY base in the employment agreement (JPY 38,000,000); filings do not reconcile this difference.
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Board‑determined | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A |
Equity Incentives (RSUs/Options/Other Equity)
| Incentive Type | Grant Date | # of Shares/Units | Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Options/Restricted Stock/Other equity (eligibility) | Not disclosed | Not disclosed | Not disclosed | If granted, subject to vesting per Award Agreement; accelerated vesting on termination without Cause, resignation with Good Reason, or Change of Control | Awards at Compensation Committee’s discretion; plan benefits indeterminable at proxy date |
Change-of-Control and Termination Effects on Equity
| Scenario | Vesting Outcome | Cash Treatment |
|---|---|---|
| Termination by Company without Cause | All unvested equity automatically vests; lump sum cash equal to base salary for remainder of current term (Initial/Renewal) | Lump sum base salary remainder paid within 10 days |
| Resignation with Good Reason | Same as without Cause (equity vests; lump sum base salary remainder) | Lump sum base salary remainder |
| Change of Control | Any unvested equity automatically vests immediately | No explicit cash multiple; 280G tax gross‑up applies to parachute payments (see Employment Terms) |
| Non‑renewal at term end | Unvested equity forfeited | No severance beyond standard obligations |
| Termination with Cause | Unvested equity forfeited; only unpaid base/benefits/expenses through termination date | None beyond accrued |
| Death/Disability | Pro‑rata bonus based on target; unvested equity forfeited | Accrued pay/benefits plus pro‑rata bonus |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not individually reported for Yamazaki; table lists CEO at 92,688,960 shares (89.45%); all execs/directors as a group: 92,703,960 (89.47%) |
| Ownership % of outstanding | Not disclosed for Yamazaki; shares outstanding 103,611,251 (April 15, 2025) |
| Vested vs. unvested | Not disclosed (depends on future awards) |
| Options – exercisable/unexercisable | Not disclosed |
| Shares pledged as collateral | Company insider trading policy prohibits pledging Company securities; margin accounts and pledges not permitted |
| Hedging | Hedging transactions prohibited; derivatives trading prohibited |
| Holding/Trading Controls | Pre‑clearance required for any transactions; quarterly blackout periods apply; minimum six‑month hold recommended for open market purchases; 10b5‑1 plans allowed with prior approval |
| Stock ownership guidelines | Not disclosed |
Employment Terms
| Term | Key Provision |
|---|---|
| Title/Start Date | Chief Strategy Officer; effective April 10, 2025 |
| Term & Renewal | Initial 1‑year term from effective date; auto‑renew for 1‑year periods unless non‑renewal notice ≥30 days before expiration; employment is at‑will |
| Base Salary | JPY 38,000,000 per year (paid monthly) |
| Bonus Eligibility | Discretionary bonuses determined by Board |
| Equity Eligibility | Eligible for options/restricted stock/other equity awards; vesting per Award Agreement |
| Severance (no Cause / Good Reason) | Lump sum equal to base salary for remainder of term; accelerated vesting of unvested equity |
| Change-of-Control | Single‑trigger: all unvested equity automatically vests |
| Non‑renewal | Unvested equity forfeited |
| Tax Gross‑Up | 280G excise tax gross‑up provided; Company pays additional amount to cover excise tax under 4999 and related taxes; true‑up and clawback mechanics for over/under payments |
| Clawback | No clawback policy disclosed for her compensation; SOX 404(b)/10D-1 recovery attestation not applicable in 10‑K/A certification context |
| Confidentiality/IP | Robust confidentiality and IP assignment; “work for hire”; post‑termination assistance obligations |
| Indemnification | Indemnification and insurance coverage not less than highest amount available to any executive; continues ≥6 years post‑term |
| Dispute Resolution | Arbitration in Tokyo, Japan (AAA employment rules or reasonable alternative); governing law Delaware; jury trial waiver; Tokyo District Courts or Palm Beach County, FL as fallback jurisdiction for enforcement |
Investment Implications
- Alignment risk and shareholder‑unfriendly terms: The presence of a 280G excise tax gross‑up and single‑trigger accelerated vesting on change‑of‑control reduce pay‑for‑performance alignment and can incentivize transaction‑related windfalls irrespective of operational outcomes. Red flag for governance‑focused investors.
- Retention economics are modest and term‑based: Cash severance equals the base salary remaining in a 1‑year term (no multi‑year multiples), but equity accelerates broadly on no‑cause/Good Reason or change‑of‑control—attenuating retention “stickiness.”
- Insider selling pressure mitigants: Company policy prohibits pledging and hedging and requires pre‑clearance/blackouts, which should limit opportunistic sales; 10b5‑1 plans permitted for orderly diversification.
- Disclosure gaps on ownership and incentives: No individual beneficial ownership or specific equity grant details, targets, or performance metrics disclosed for Yamazaki, limiting pay‑for‑performance analysis; monitor future award agreements and proxies for KPI definitions and vesting schedules.
- Controlled company dynamics: With ~89% voting power controlled by the CEO, compensation and governance decisions may be less sensitive to minority shareholder feedback, increasing execution and governance risk around incentive design.
Overall: The combination of single‑trigger vesting and 280G gross‑up tilts economics toward transaction outcomes rather than sustained performance, while internal trading controls reduce near‑term selling pressure. Future award disclosures will be critical to assess the rigor of performance metrics and alignment to shareholder value.