Yoshiyuki Aikawa
About Yoshiyuki Aikawa
Dr. Yoshiyuki Aikawa is Chairman and Chief Executive Officer of SBC Medical Group Holdings Incorporated since September 17, 2024; he previously served as CEO of SBC Medical Group Co., Ltd. and remains a director there. He is 54, graduated from Nihon University Medical School in 1997, founded Shonan Beauty Clinic in 2000, and has held leadership roles in Japan’s aesthetic surgery community and affiliations with Harvard Medical School programs . SBC delivered FY2024 net revenues of $205.4M (+6.13% y/y) and net income of $46.7M (+21.08% y/y), with operating margin 34.23% (down from 36.51% in FY2023) . Dr. Aikawa controls 92,688,960 shares (89.45% voting power), making SBC a Nasdaq “controlled company,” with potential governance exemptions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SBC Medical Group Holdings Incorporated | Chairman & CEO | Sep 17, 2024–present | Executive leadership of listed holding company |
| SBC Medical Group Co., Ltd. (Japan) | CEO; then Director | CEO: Sep 2017–Sep 1, 2024; Director thereafter | Led expansion of clinic management services; transitioned to board role |
| Shonan Beauty Clinic | Founder (private clinic) | 2000– | Built and scaled multi-clinic aesthetic platform in Japan |
| Medical Corporations (“MCs”) | Chairman | Jan 2016–Dec 2019 | Oversight of affiliated clinic entities |
| Japanese Society of Aesthetic Plastic Surgery | President & Director | 2014–2015 | Professional leadership in aesthetic surgery |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Harvard Medical School, PGA | Associated | Since 2008 | Academic/professional association |
| Japanese Society of Aesthetic Plastic Surgery | Member | Various | Professional membership |
| Japan Laser Therapy Association; Japan Liposuction Society; Chemical Peeling Society; Japanese Society of Anesthesiologists; PGA of Anesthesiology at Harvard | Member | Various | Broad technical society membership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | Employment Agreement (2025 terms) |
|---|---|---|---|
| Base salary ($) | 17,078,678 | 14,506,032 | 12,000,000 (annual) |
| Target bonus % | Not disclosed | Not disclosed | Possible annual performance bonus (no target % disclosed) |
| Actual bonus ($) | — | — | N/A (agreement permits but payout not disclosed) |
| Stock awards ($) | — | — | Equity grants possible under plan (none granted to date) |
| Option awards ($) | — | — | Equity grants possible; no individual options disclosed |
Notes: FY2023–FY2024 figures reflect compensation paid by operating subsidiary SBC-Japan for services rendered to SBC-Japan; SBC parent employment agreements govern future compensation terms .
Performance Compensation
- Compensation philosophy targets base salary plus long-term equity, with committee discretion and no fixed weighting; the company has not adopted formal allocation guidelines between cash and equity .
- 2024 Equity Incentive Plan reserves 15,000,000 shares; as of the proxy filing, no awards had been granted and no “new plan benefits” were determinable .
- Policies prohibit timing equity grants around MNPI windows; clawback will apply per exchange/Dodd-Frank requirements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 92,688,960 |
| Ownership as % of class | 89.45% |
| Vested vs unvested breakdown | Not disclosed |
| Options – exercisable/unexercisable | None disclosed for Aikawa; company terminated all common stock options/warrants granted (except HeartCore warrants) in Jun–Jul 2024 |
| Warrants outstanding (corporate) | 12,134,375 Pono warrants outstanding (public + placement), exercisable at $11.50, expiring Oct 17, 2029 |
| Shares pledged as collateral | No pledging by Aikawa disclosed; Insider Trading Policy exists but no explicit anti-pledging policy disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
- Term and renewal: Initial one-year term; auto-renews annually unless either party provides non-renewal notice ≥30 days before expiration; employment is at-will .
- Severance: If terminated without Cause or for Good Reason, severance equals remaining base salary for the remainder of the term; death/disability yields pro-rata bonus and forfeiture of unvested equity; non-renewal forfeits unvested equity .
- Equity vesting on termination: Agreements provide that any unvested equity will be deemed automatically vested upon certain terminations; forfeiture applies on death/disability and non-renewal .
- Change-of-control and taxes: Awards accelerated due to change-of-control may be “parachute payments” (280G/4999 excise tax); employment agreements include excise tax gross-up to make the executive whole .
- Definitions of Cause/Good Reason: Standard definitions including misconduct, felony, gross negligence, material failure to perform (cure period), and post-Change-of-Control compensation diminution, salary/bonus reduction, relocation >50 miles, etc. .
- Legal framework: Delaware law; LA County courts with arbitration provision; indemnification agreements extended to directors on Sep 17, 2024 .
Board Governance
- Board service history: Director (Class III) with term indicated to the 2026 annual meeting (proxy also references 2027 in proposal section); board declassification proposed for 2025 to move to annual elections from 2026 .
- Dual-role implications: Combined Chairman/CEO while being controlling shareholder; SBC qualifies as a “controlled company” (89.45% voting power) that may rely on exemptions from certain Nasdaq governance requirements, though the company states it does not intend to rely on them .
- Committee roles: Audit, Compensation, and Nominating & Corporate Governance committees are composed entirely of independent directors; Fumitoshi Fujiwara chairs Audit and Compensation and the nominating committee; Fujiwara is the audit committee financial expert; committees each met three times in FY2024 .
- Meeting attendance: Three board meetings in FY2024; no director attended fewer than 75% of meetings/committee meetings .
- Lead Independent Director: Not disclosed .
Director Compensation (for context)
| Director | Cash Fees ($) FY2024 | Notes |
|---|---|---|
| Fumitoshi Fujiwara | 83,448 | Chair of three committees receives additional $41,724 |
| Ken Edahiro | 41,724 | Standard annual retainer |
| Mike Sayama | 41,724 | Standard annual retainer |
- Non-employee director standard annual cash retainer: $41,724; additional $41,724 for chairing three committees; directors employed by SBC (e.g., Aikawa) are not paid board fees .
- Director equity: Plan caps total compensation for directors ($1,000,000 in initial year; $750,000 thereafter); no equity awards had been issued under the plan as of year-end 2024 .
Performance & Track Record (financial context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues, net ($) | 193,542,423 | 205,415,542 |
| Gross profit ($) | 137,304,038 | 156,050,507 |
| Income from operations ($) | 70,660,066 | 70,303,710 |
| Net income ($) | 38,560,606 | 46,689,892 |
| Operating margin (%) | 36.51% | 34.23% |
| Revenues to related parties ($) | 182,738,049 | 195,173,889 |
Selected disclosures:
- Disposition of subsidiaries to entities owned by Dr. Aikawa (Kijima sold for ¥1/$0; Skynet sold for $446,460); difference between fair value and consideration recorded in APIC .
- Extensive related-party relationships including entities controlled by or related to Dr. Aikawa and relatives; audit committee oversees related-party transactions .
Compensation Structure Analysis
- Heavy cash compensation with minimal to no disclosed variable or equity pay for Aikawa in 2023–2024; parent agreement set at $12M base with potential equity and bonus, but no awards at filing—indicates limited pay-for-performance alignment to date .
- Move toward equity potential via the 2024 Plan (15M shares) but awards undefined; clawback and anti-repricing safeguards in plan documents .
- Gross-up for 280G excise taxes is shareholder-unfriendly; single-trigger vesting on certain terminations increases payout certainty .
Risk Indicators & Red Flags
- Controlled company status (89.45% control) and combined Chair/CEO raise independence and oversight concerns .
- Related-party disposals to CEO-controlled entities (including a nominal-value sale) and broad related-party network elevate conflict risk .
- Excise tax gross-up in employment agreements is a governance red flag .
- High proportion of revenues from related parties (95%+) underscores dependency on affiliated MCs .
Equity Ownership & Insider Selling Pressure
- Extraordinary ownership concentration suggests alignment with long-term value but also potential entrenchment; no disclosure of pledging by Aikawa; company terminated legacy options/warrants (except Pono/HeartCore warrants), reducing near-term option-driven selling pressure .
- Insider Trading Policy disclosed; anti-hedging/anti-pledging specifics not stated .
Employment Terms Summary (severance/change-of-control economics)
- Severance equals remaining base salary for the term upon termination without Cause or for Good Reason .
- Automatic vesting of unvested equity upon certain terminations; forfeiture on death/disability and non-renewal .
- Change-of-control acceleration may trigger parachute payments; Company provides excise tax gross-up .
Investment Implications
- Pay mix dominated by cash and lacks disclosed performance-linked equity awards to date, reducing leverage to shareholder value creation; the plan enables future equity alignment but timing and metrics remain undefined .
- Governance risk is elevated by concentrated control, combined Chair/CEO roles, and excise tax gross-up; audit/comp/nom committees are fully independent, partially mitigating oversight concerns .
- Significant related-party transactions and reliance on affiliated MCs embed execution and conflict risks; however, FY2024 growth in franchising and profitability indicates operational momentum despite a slight margin compression .
- Ownership concentration limits free float and may dampen trading liquidity; absence of disclosed pledging and terminated legacy options lessen near-term insider selling pressure, but future equity awards under the plan could introduce supply depending on grant design .