Yuya Yoshida
About Yuya Yoshida
Yuya Yoshida is SBC’s Chief Financial Officer (effective April 1, 2025) and Chief Operating Officer who also serves on the Board of Directors; he is 46 years old and holds an MBA from UCLA Anderson (2014) and a Master of Law from Keio University (2003) . He has been Director and COO since September 17, 2024 (and held the same roles at SBC Medical Group, Inc. since September 29, 2023) and CFO of SBC Medical Group Co., Ltd. (Japan) since July 1, 2023 . The proxy does not disclose company TSR or executive-specific revenue/EBITDA performance metrics for his tenure; SBC is a “controlled company” with CEO Yoshiyuki Aikawa holding ~89.45% of voting power, which may affect governance dynamics and pay-for-performance oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rakuten Group Co., Ltd. | Corporate Development (Global Head & Director of Corporate Development in 2018) | 2016–2023 | Led corporate development, M&A/divestitures in e‑commerce, logistics, settlement; multi-functional deal execution expertise |
| Mitsubishi UFJ Financial Group | Securities, principal M&A, investment banking | 2003–2016 | Capital markets and M&A experience; finance and transaction execution foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SBC Medical Group Co., Ltd. (Japan) | Executive Vice President & Chief Financial Officer | Since Jul 1, 2023 | Finance leadership at operating subsidiary; alignment across group operations |
| Other reporting companies | Director | — | Not disclosed; Yoshida has not held directorships in other reporting companies |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $159,215 | $304,404 |
| Current Agreement Term | Base Salary (Annual) | Auto-Renewal | At-Will |
|---|---|---|---|
| 1-year executive employment agreement | $306,407 | Yes, automatic 1-year extensions unless 30-day non-renewal notice | Yes (with defined Cause/Good Reason) |
Notes:
- The Summary Compensation Table reflects pay for services to SBC-Japan; no bonus, stock awards, options, or non-equity incentive compensation were disclosed for Yoshida in 2023–2024 .
Performance Compensation
- Compensation philosophy emphasizes two elements: base salary plus long-term equity incentive opportunities, aiming to align interests and reward performance; however, no specific incentive metrics, weightings, targets, or payouts are disclosed for Yoshida in 2023–2024 .
- Equity Incentive Plan reserved 15,000,000 shares, but “no awards have been previously granted” and no new plan benefits table was included as grants are discretionary; policy states no timing of awards around MNPI .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash/NEIP | Not disclosed for Yoshida | — | — | — | — | — |
| RSUs/PSUs/Options | Plan authorized; no grants to date (as of Dec 31, 2024) | — | — | — | — | — |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned (as of Apr 15, 2025) | % of Class |
|---|---|---|
| Yuya Yoshida | — | — |
| All execs & directors (7 persons) | 92,703,960 | 89.47% |
| Yoshiyuki Aikawa | 92,688,960 | 89.45% |
Additional alignment indicators:
- No RSUs/PSUs/options outstanding were reported for Yoshida; equity plan exists but zero grants reported as of FY2024, reducing near-term insider selling pressure from vesting .
- Insider trading policy exists; hedging/pledging prohibitions are not expressly disclosed in the cited sections; pledging by Yoshida is not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Role(s) | CFO (effective Apr 1, 2025), COO & Director (since Sep 17, 2024); same roles at SBC Medical Group, Inc. since Sep 29, 2023 |
| Agreement Length | Initial 1-year term; auto-renewal for successive 1-year terms unless either party gives 30-day non-renewal notice |
| Governing Law & Venue | Delaware law; disputes in Los Angeles County, CA; arbitration provision included |
| Severance | If terminated without Cause or resigns for Good Reason: severance equal to remaining base salary for the remaining period of the then-current term (i.e., pro‑rata within the 1-year term) |
| Good Reason (incl. post-CoC) | Material diminution of comp/benefits after a Change of Control; reduction in base salary/bonus targets (outside across-the-board reductions); relocation >50 miles, among others |
| Change-of-Control & Equity | Plan permits acceleration upon CoC; accelerated vesting may constitute 280G “parachute payments” subject to 20% excise tax; no specific single vs double trigger disclosed in cited sections |
| Clawbacks, Non-Compete/Solicit | Not disclosed in cited sections |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class & Tenure | Class II director; term described to end at fiscal 2025 annual meeting (or 2026 if declassification approved) |
| Committee Memberships | None; audit, compensation, and nominating committees composed of independent directors (Fujiwara, Edahiro, Sayama) |
| Committee Chairs | All three committees chaired by Fumitoshi Fujiwara; Fujiwara is audit committee financial expert |
| Independence Status | Yoshida is an employee director (CFO/COO) and not counted among independent directors (Edahiro, Sayama, Fujiwara) |
| Meeting Attendance | Board met 3 times in FY2024; no director attended fewer than 75% of meetings and relevant committees |
| Director Compensation | Employee directors are not compensated for board service; non‑employee annual cash retainer $41,724; committee chair (Fujiwara) receives an additional $41,724 |
| Controlled Company | CEO Aikawa controls ~89.45% of voting power; company may rely on Nasdaq controlled company exemptions, though it states it does not intend to currently |
Dual-role implications:
- Yoshida holds CFO and COO roles while serving as a director, which by definition makes him non‑independent; committees remain fully independent, but controlled company status concentrates influence and may reduce external governance pressure on pay and oversight .
Compensation Structure Analysis
- Mix shift: Yoshida’s disclosed pay is primarily fixed cash salary; 2024 salary increased to $304,404 from $159,215 in 2023, while no bonus/equity awards were disclosed, signaling limited at‑risk pay to date .
- Equity plan readiness vs usage: A 15,000,000‑share plan is authorized, but no awards had been granted by FY2024; any future grants could introduce performance linkages and potential vesting‑related selling pressure, subject to 280G excise considerations upon CoC .
- Benchmarking: Compensation committee does not engage in formal benchmarking and uses judgment across performance, role, contribution, and internal equity; target setting and weightings are not formulaic .
Performance & Track Record
- Background: 20+ years across investment banking/M&A and corporate development; senior corporate development leadership at Rakuten, and finance roles at MUFG .
- Achievements/controversies: No executive‑specific achievements or controversies are detailed in the proxy for Yoshida. Audit committee reports normal auditor engagement and risk oversight, with committees fully independent .
Equity Ownership & Alignment Details
| Alignment Item | Status |
|---|---|
| Beneficial ownership (Yoshida) | Not reported as of April 15, 2025; table shows “—” |
| Ownership guidelines | Not disclosed in cited sections |
| Hedging/Pledging | Insider trading policy disclosed; specific hedging/pledging prohibitions not detailed in cited sections; no pledging reported for Yoshida |
| Options/RSUs (vested/unvested) | No grants reported as of FY2024; exercisable/unexercisable balances not applicable |
Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback
- Peer group approach: Committee reviews representative peer companies and surveys but does not perform formal benchmarking; no target percentile disclosed .
- Say‑on‑Pay results and shareholder feedback: Not disclosed in the cited sections.
Related Party Transactions & Risk Indicators
- Oversight: Audit committee reviews related party transactions; no Yoshida‑specific related party transactions disclosed in cited sections .
- Legal/SEC risk: Not disclosed for Yoshida; audit committee independence and risk oversight practices described .
Investment Implications
- Pay-for-performance alignment: Current structure for Yoshida is predominately fixed cash salary with no disclosed variable payouts or equity grants through FY2024, suggesting limited direct alignment to performance and potentially weaker retention levers until equity usage commences .
- Retention risk & severance economics: One‑year auto‑renewing term with at‑will status and severance equal to remaining base salary provides some downside protection but is modest versus typical salary+bonus multiples; dual CFO/COO responsibilities may concentrate execution risk .
- Trading signals: Absence of disclosed insider ownership by Yoshida and no outstanding equity awards reduce near‑term selling pressure from vesting events; however, the 15,000,000‑share plan authorization creates future supply risk if sizable grants commence. Controlled company status (89.45% voting power) implies limited float and potential liquidity constraints, with governance exemptions available that could temper external pressure on compensation practices .
- Governance quality: Committees are fully independent and chaired by an audit committee financial expert, which mitigates some dual‑role concerns; nonetheless, controlled company dynamics warrant continued monitoring of compensation design, equity grant cadence, and any CoC acceleration provisions as grants begin .