Director compensation structures incorporating performance-linked compensation and restricted stock compensation
First written in FY2021. 3 of 6 entries say "Advanced", first in FY2022. Latest entry: 2026-09-25.
Akatsuki Eazima moved to the "Worse" side of this theme in 2026, 3 years after the typical company in this theme (2023).
12 other companies' latest entry also says "Reframed".
- 2026-09-25ReframedGovernance
「Compensation for the Company's directors who are not Audit and Supervisory Committee members consisted of basic compensation as fixed compensation, performance-linked compensation (bonuses), and non-monetary compensation (restricted stock compensation). Subject to the approval and adoption of the proposal to introduce this plan at the upcoming Ordinary General Meeting of Shareholders, the Company will abolish the compensation framework for the restricted stock compensation plan, including the compensation framework for directors who are Audit and Supervisory Committee members, and introduce this plan for the Company's directors who are not Audit and Supervisory Committee members.」
The proposal would change the compensation structure from basic compensation, performance-linked bonuses and restricted stock compensation to a structure that abolishes the restricted stock compensation plan and adds performance-linked stock compensation using a trust. The performance-linked metrics are expected to be operating profit margin and ROE, with the applicable period, trust funding cap and points cap also specified. - FY2025RaisedAnnual report
「Net income before recording bonus expense Less than ¥50 million ¥50 million or more and less than ¥100 million ¥100 million or more and less than ¥300 million ¥300 million or more and less than ¥500 million ¥500 million or more Total payout ratio 0% 3% 5% 6% 7% The actual performance metric for the bonus, net income before recording the relevant bonus expense, was ¥850 million.」
For performance-linked bonuses, the Company operates a tiered total payout ratio of 0% to 7% based on net income and disclosed the fiscal year’s actual performance metric of ¥850 million. - FY2024AdvancedAnnual report
「Net income before recording bonus expense Less than ¥50 million ¥50 million or more and less than ¥100 million ¥100 million or more and less than ¥300 million ¥300 million or more and less than ¥500 million ¥500 million or more Total payout ratio 0% 3% 5% 6% 7% The actual performance metric for the bonus, net income before recording the relevant bonus expense, was ¥597 million.」
For performance-linked bonuses, the Company has specified a tiered total payout ratio of 0% to 7% based on net income before recording bonus expense and disclosed the fiscal year’s actual performance metric of ¥597 million. - FY2023AdvancedAnnual report
「The total amount of performance-linked compensation (bonuses), including compensation for executive officers who are not directors, is paid in cash and limited to 5% or less of estimated net income for the fiscal year before recording the relevant bonus expense. The actual performance metric for the bonus was net income of ¥329 million before recording the relevant bonus expense. Non-monetary compensation, including restricted stock compensation, is limited to ¥15 million annually, and the total number of common shares is limited to 10,000 shares annually.」
The Company has disclosed the actual performance metric of ¥329 million for performance-linked bonuses, the 5% bonus limit, and the monetary and share limits for restricted stock compensation. - FY2022AdvancedAnnual report
「Performance-linked compensation (bonuses) is paid on the business day following the annual general meeting of shareholders. To raise awareness of improving performance in each fiscal year, the Company makes an overall assessment of its business conditions and other factors and pays cash compensation, including to executive officers who are not directors, with the total amount limited to 5% or less of estimated net income for the fiscal year before recording the relevant bonus expense. The actual performance metric for the bonus was net income of ¥514 million before recording the relevant bonus expense.」
The Company has disclosed the payment timing, total bonus limit and actual performance metric of ¥514 million for the fiscal year for performance-linked bonuses. - FY2021First statedAnnual report
「The Company’s basic policy is to establish a compensation structure that provides sufficient incentives for directors to achieve sustainable growth in corporate value, while setting appropriate compensation levels based on each director’s responsibilities when determining individual compensation. Directors’ compensation consists of basic compensation as fixed compensation, performance-linked compensation (bonuses), and non-monetary compensation, including restricted stock compensation. Performance-linked compensation (bonuses) is paid on the business day following the annual general meeting of shareholders. To raise awareness of improving performance in each fiscal year, the Company makes an overall assessment of its business conditions and other factors and pays cash compensation, including to executive officers who are not directors, with the total amount limited to 5% or less of estimated net income for the fiscal year before recording the relevant bonus expense.」
The Company has for the first time systematically described its directors’ compensation structure, comprising fixed compensation, performance-linked bonuses and restricted stock compensation, together with its policy of limiting total bonuses to 5% or less of estimated net income for the fiscal year before recording the bonus expense.