Akinobu Yorihiro
About Akinobu Yorihiro
Akinobu Yorihiro is SPGC’s co‑founder, Chief Technology Officer and Director (also Chief Legal Officer), serving since March 2018; he previously served as CFO from March 2018 to February 2022 . He is 54 years old and holds a B.A. in Economics and Mathematics from Claremont McKenna College and a J.D. from Georgetown University Law Center . External roles include Chairman of Nippon Xport Ventures, Inc. (since 2017), CEO of Yoshimoto Entertainment USA and Bellrock Media (2006–2017), and Corporate M&A Partner at Bingham McCutchen LLP (1993–2006) . Company performance metrics tied to his compensation (TSR, revenue growth, EBITDA growth) are not disclosed in SPGC’s 2024 proxy or 2025 special meeting proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sacks Parente Golf, Inc. (SPGC) | Chief Technology Officer, Director, Chief Legal Officer | 2018–present | Co‑founder; leadership in technology and legal; ongoing governance as board member |
| Sacks Parente Golf, Inc. (SPGC) | Chief Financial Officer | 2018–2022 | Finance leadership through pre‑IPO/IPO period; option awards granted in 2022 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nippon Xport Ventures, Inc. | Chairman of the Board | 2017–present | Significant shareholding in SPGC attributed to NXV; governance influence |
| Yoshimoto Entertainment USA | Chief Executive Officer | 2006–2017 | Led U.S. operations of major Japanese entertainment company |
| Bellrock Media | Chief Executive Officer | 2006–2017 | Led digital media venture backed by Dentsu/NTT Docomo/Yoshimoto |
| Bingham McCutchen LLP | Corporate M&A Partner | 1993–2006 | Cross‑border M&A across manufacturing, pharma, tech, banking, sports/entertainment |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Base Salary ($) | $60,000 | $200,000 | $200,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | $593,697 | — |
| All Other Compensation ($) | — | — | — |
Notes:
- No separate director cash/equity pay is disclosed for management directors; SPGC’s director compensation policy applies to independent directors only .
Performance Compensation
- No explicit performance metrics (weighting, targets, payouts) tied to Mr. Yorihiro’s compensation are disclosed. His 2022 compensation included option awards ($593,697) without stated performance conditions; SPGC’s 2022 Equity Incentive Plan permits performance‑based awards but specific metrics are not listed for him .
Equity Ownership & Alignment
| Ownership Detail | Oct 31, 2024 | Dec 19, 2024 |
|---|---|---|
| Beneficial Shares | 806,047 (41.35%) | 443,385 (4.97%) |
| Direct Shares Owned | Included within total; NXV attribution below | 362,662 |
| Indirect via NXV | 725,324 (Mr. Yorihiro is 50% stockholder of NXV) | — (not listed in Dec table) |
| Options Exercisable (Vested) | 80,723 | 80,723 |
Additional observations:
- Share count and percentage changed significantly post the December 2024 financing and warrant issuance; outstanding shares rose and beneficial percentages fell accordingly .
- No pledging or hedging disclosures are provided in the 2024 proxy or 2025 special meeting proxy .
- Stock ownership guidelines or compliance status are not disclosed .
Employment Terms
- Employment agreement specifics (term, severance, bonus targets) for Mr. Yorihiro are not disclosed; SPGC disclosed agreements for other executives (Executive Chairman and CFO), not for the CTO .
- Change‑of‑control treatment: SPGC’s 2022 Equity Incentive Plan provides for potential acceleration and includes “double‑trigger” protections for assumed/substituted awards (vesting acceleration upon an involuntary termination within two years post‑CIC) .
- Clawback: Awards under the 2022 Plan are subject to any incentive compensation clawback/recoupment policy adopted by the Board .
- Indemnification: SPGC has indemnification agreements with directors and executive officers .
Board Governance
- Role: Director since 2018; not independent (serves concurrently as CTO and Chief Legal Officer) .
- Committees: Audit, Compensation, and Nominating & Corporate Governance Committees are composed solely of independent directors; chairs: Audit—Brett Hoge (financial expert), Compensation—Jane Casanta, Nominating—Dottie Pepper .
- Board meeting attendance: The Board held four meetings in 2023; each director attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: Not disclosed .
- Executive sessions frequency: Not disclosed .
Dual‑role implications:
- Mr. Yorihiro’s management/board dual role reduces independence; however, SPGC maintains majority independent board and independent committee oversight . Executive leadership of the Board resides with the Executive Chairman (not independent), which can raise governance considerations for oversight rigor and compensation decisions; mitigation includes independent committee structures .
Director Compensation
- Independent director policy: Annual cash retainers—Board member $20,000; Chairman $5,000; committee chair fees $5,000 per committee; equity—option grants (initial options 4,000 shares; Chairman additional 2,400), vesting quarterly over three years; exercise term shorter of seven years or two years post‑separation .
- 2023 non‑executive director compensation (examples): Greg Campbell—$92,500 cash; options fair value $139,206; Brett Hoge—$43,750 cash; options $44,292; Dottie Pepper—$43,750 cash; options $44,292 .
Related Party Transactions
| Transaction | Terms | Balance (12/31/2022) | 2023 Activity | Balance (12/31/2023) |
|---|---|---|---|---|
| Line of Credit—Akinobu Yorihiro | Up to $100,000; 2% interest; payable when cash sufficient; acceleration on liquidity/insolvency triggers | $67,000 | Interest added nominal; fully repaid | $0 |
| Line of Credit—GML Holdings (owned by A. Yorihiro) | Up to $250,000; 2% interest; same triggers | $151,000 | $2,000 interest; fully repaid | $0 |
| Line of Credit—NXV (owned by Yorihiro and Triplett) | Up to $40,000; 2% interest; same triggers | $19,000 | Nominal interest; fully repaid | $0 |
SPGC states it relies on full Board review/approval for related party transactions due to company size; no formal written policy beyond Board review .
Compensation Structure Analysis
- Shift in mix: 2022 included substantial option awards ($593,697) for Mr. Yorihiro; 2023 compensation reverted to base salary only ($200,000), with no bonus or equity awards disclosed for him .
- At‑risk pay linkage: While the Equity Plan permits performance conditions, no disclosed performance metrics or payout curves apply to his awards, limiting pay‑for‑performance transparency .
- Clawback and double‑trigger protections exist via the 2022 Plan, supporting governance alignment for future awards .
Vesting Schedules and Insider Selling Pressure
- As of Oct 31, 2024 and Dec 19, 2024, Mr. Yorihiro’s options (80,723 shares post‑split) are fully vested, implying no near‑term incremental supply from scheduled vesting; exercise timing and sale decisions remain discretionary .
- Warrant‑related dilution and share resets broaden future supply, but these derive from public offering terms rather than insider vesting .
Employment & Contracts (Retention Risk, Transition)
- No term length, severance multiples, non‑compete/non‑solicit, garden leave, or post‑termination consulting arrangements are disclosed for Mr. Yorihiro .
- General CIC/award treatment per Plan as noted above .
Performance & Track Record
- Achievements: Leadership across tech/legal at SPGC; extensive prior CEO and M&A experience; bilingual/bicultural expertise .
- Stock performance during tenure: Not disclosed in proxy materials; Executive and board transitions include CEO resignation (Dec 31, 2023) .
Compensation Committee Analysis
- Composition: Independent directors—Jane Casanta (Chair), Brett Hoge, Dottie Pepper .
- Responsibilities: Executive officer and director compensation oversight; plan approvals and disclosures .
- Use of independent consultants: Not disclosed; committee independence affirmed .
Say‑on‑Pay & Shareholder Feedback
- Advisory votes on executive compensation and historical say‑on‑pay approval percentages are not disclosed .
Expertise & Qualifications
- Education: B.A. in Economics and Mathematics (Claremont McKenna), J.D. (Georgetown) .
- Technical/industry experience: Media/entertainment leadership; corporate M&A; technology/legal governance at SPGC .
- Board qualifications cited: Co‑founder with extensive legal background .
Equity Plan, Dilution, and Warrants (Context)
- 2022 Equity Incentive Plan share reserve expanded from 375,000 to proposed 3,000,000 (January 2025 special meeting) due to projected needs and prior burn rates; options outstanding 365,750 as of Dec 31, 2024; only 9,250 shares available pre‑increase .
- December 2024 public offering issued 7,000,000 units with Series A/B warrants; anti‑dilutive reset provisions, VWAP adjustments, and share combination adjustments can increase warrant shares upon corporate actions (subject to floor price provisions) .
- Reverse split authorization (1‑for‑10 to 1‑for‑30) adopted to support Nasdaq compliance and liquidity; potential impact on warrant resets noted .
Investment Implications
- Alignment: Historically large beneficial ownership via NXV (attribution to Mr. Yorihiro) indicates material skin‑in‑the‑game; however, December 2024 financing and warrant mechanics reduced his percentage ownership, moderating alignment to minority status as of Dec 19, 2024 (4.97%) .
- Selling pressure: His options are fully vested (80,723 post‑split), reducing incremental supply from vesting; near‑term insider selling depends on exercise/sale choices rather than scheduled vesting events .
- Pay‑for‑performance: Limited disclosure on performance metrics; 2023 compensation is entirely fixed cash for him, with equity activity concentrated in 2022—this reduces direct incentive linkage to financial outcomes absent new awards with performance conditions .
- Governance: Dual role (CTO + Director) raises independence considerations; mitigants include majority‑independent Board and fully independent committees with defined charters .
- Dilution risk: Significant warrant anti‑dilution features and reverse split authority can increase outstanding shares; investors should monitor post‑approval resets and exercise dynamics as potential overhangs .