Mika Nishimura
About Mika Nishimura
Independent director at SI-BONE since March 2021; age 61 as of March 31, 2025. Background spans commercialization and international sales/marketing in medical devices; Operational Partner at Gilde Healthcare since 2011; BA Economics (Yale) and MBA (Harvard). SI-BONE’s board affirms she is independent under Nasdaq standards and part of a majority-independent board. Board met 4 times in 2024; each director attended at least 75% of board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| nVision Medical Corporation | VP, Commercialization | 2016–Apr 2020 | Contributed to commercialization pre-acquisition by Boston Scientific |
| Auxogyn (acquired by Progyny) | VP, Commercial Development | 2011–2015 | Commercial development leadership |
| ev3 Inc. | VP, International Sales Ops & Marketing | Earlier career | International commercial leadership |
External Roles
| Organization | Role | Tenure | Committees/Chair |
|---|---|---|---|
| Accuray, Incorporated (public) | Director; Chair, Nominating & Corporate Governance | Since Aug 2021 | Nominating & Corporate Governance Chair |
| HOYA Corporation (public) | Director | Since Jun 2022 | Audit, Compensation, and Nominating committees; Chair, Healthcare Compliance Committee |
| Tristel plc (UK) | Board Advisor | Since Jan 2021 | Advisor (non-director) |
| Gilde Healthcare Partners | Operational Partner | Since 2011 | Operational value-add across portfolio |
Board Governance
- Independence and structure: Independent director; SI-BONE board majority independent; leadership split with non-executive Chair and a designated Lead Independent Director (Timothy E. Davis, Jr.).
- Committee assignments (FY2024): Chair, Nominating & Corporate Governance (NCG); not on Audit or Compensation in FY2024. The company notes she served on the Compensation Committee until the 2024 annual meeting; currently chairs NCG.
- Attendance: Board met 4 times in 2024; every director met ≥75% attendance for board/committees.
- Risk/compliance oversight: NCG oversees director independence, conflicts, board composition, ESG/sustainability reporting, and healthcare/regulatory/fraud-and-abuse compliance. Audit oversees financial reporting and cybersecurity; Compensation oversees pay risk.
- Executive/independent sessions: Compensation Committee meets regularly in executive session; committee charters posted.
Fixed Compensation (Director)
| Component | Policy / Amount | Source |
|---|---|---|
| Board annual cash retainer | $45,000 | |
| Committee chair fee – NCG | $10,000 (chair); $5,000 (member) | |
| Lead Independent Director | $5,000 | |
| Chair of the Board | $45,000 | |
| Nishimura 2024 cash fees | $53,500 |
Notes: 2024 cash fees reflect role timing—Mr. Valentine stepped down from the NCG chair at the 2024 annual meeting; Ms. Nishimura is listed as NCG Chair in FY2024 committee table, consistent with the compensation amount.
Performance Compensation (Company metric design overseen by the board)
2024 bonus plan metrics (for NEOs; relevant to board oversight of pay-for-performance):
| Metric (weight) | Threshold | Target | Upper/Max | 2024 Result | Payout factor |
|---|---|---|---|---|---|
| Revenue growth (40%) | 18% | 22% | 25%/30% max | 20.4% | 92% |
| Adjusted EBITDA (25%) | ($10M) | ($7.5M) | ($5M) | ($5.1M) | 124% |
| Product 1 FIP (10%) | Jun | May | Apr | Apr | 125% |
| Product 2 FIP (10%) | Jun | May | Apr | Apr | 125% |
| Product 3 FIP (5%) | Dec | Nov | Oct | Sept | 125% |
| Retention rate (5%) | Flat | Up 1% | Up 2% | 92% | 125% |
| Engagement score (5%) | Flat | Up 2% | Up 4% | 72% | 80% |
| Total payout vs. target | 109.4% |
PSU design (for executives) uses relative TSR vs. a predefined peer set with 0–200% payout; 2024 first-year tranche paid at 47% (underperformance vs. median). While directors’ equity is time-based RSUs, Nishimura’s NCG chair role oversees governance, including compensation program alignment.
Director Equity and Fees (Nishimura)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Outstanding RSUs at 12/31/2024 (#) |
|---|---|---|---|---|
| 2024 | 53,500 | 109,712 | 163,212 | 8,791 |
| Source |
Director equity policy: New director RSU ≈$250,000 vest over 36 months; annual RSU ≈$120,000 vest ~1 year; full acceleration upon change of control. Hedging/pledging prohibited for directors. Stock ownership guideline: directors to hold ≥3× annual board cash retainer within 5 years; as of YE2024, all non-employee directors had satisfied or were on track.
Other Directorships & Interlocks
- Current public boards: Accuray (Chair of NCG), HOYA (Audit, Compensation, Nominating; Chair, Healthcare Compliance).
- Interlocks/conflicts: Company discloses no compensation committee interlocks with SI-BONE executive officers in 2024; no related-party transactions >$120,000 since start of 2024.
Expertise & Qualifications
- Commercialization and global sales/marketing leadership in medtech; operational partner to growth-stage/later-stage companies.
- Governance and compliance: Chairs NCG at Accuray and SI-BONE; oversight of healthcare compliance at HOYA; aligns with SI-BONE NCG remit (independence, conflicts, ESG, healthcare compliance).
- Education: BA Economics (Yale), MBA (Harvard).
Equity Ownership
| Holder | Beneficially Owned (shares) | Exercisable within 60 days | Total Beneficial Ownership (#) | % of Shares Outstanding |
|---|---|---|---|---|
| Mika Nishimura | 19,350 | — | 19,350 | ~0.05% |
| Basis and source | 19,350 / 42,479,600 (calc.); shares outstanding 42,479,600 |
Policy safeguards:
- No hedging/pledging; insider trading policy in place.
- Director stock ownership guidelines: 3× annual board cash retainer; directors met/on track by YE2024.
Recent insider transactions (Form 4):
| Date | Type | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2024-03-13 | Sale | 2,500 | $16.22 | 19,350 | https://investor.si-bone.com/static-files/35ac4a2e-f902-4267-ada4-afe60dee408a |
| 2024-06-26 | RSU grant (annual) | 8,791 | — | RSUs vesting at next AGM/1 year | https://investor.si-bone.com/static-files/4fb435b7-4413-4ae2-931d-4055af94b978 |
Governance Assessment
- Strengths: Independent status; chairs NCG with remit over independence, board refreshment, ESG, and healthcare compliance; broad governance/compliance expertise from HOYA and Accuray; SI-BONE’s policies prohibit hedging/pledging and include stock ownership guidelines and a clawback, supporting alignment and accountability.
- Engagement signals: Company engaged holders of 52% of outstanding shares in 2024 on pay/governance topics; 2024 Say-on-Pay passed with ~98.3% support, indicating broad investor confidence in compensation governance.
- Attendance: Board/committee attendance threshold met (≥75% for all); suggests baseline engagement.
- Conflicts/related-party: No related-party transactions >$120,000 since start of 2024; no compensation committee interlocks with SI-BONE executives; mitigates conflict risk.
- Watch items: Multiple external commitments (Accuray chair of NCG; HOYA committees and healthcare compliance chair; SI-BONE NCG chair). While this provides valuable cross-board insights, investors often monitor “overboarding” risk relative to meeting attendance and deliverables; 2024 attendance thresholds were met.
Overall, director-specific indicators (independence, committee leadership in governance/compliance, adherence to ownership/hedging policies, absence of related-party transactions) support board effectiveness and investor alignment for Ms. Nishimura. Continued monitoring of external time commitments and insider activity is prudent; recent insider sale was modest in size relative to holdings.