Nissui Company Approves Stock-Based Compensation Plan for Executives

Overview of Nissui's New Stock-Based Compensation System

Nissui Company, headquartered in Shinjuku, Tokyo, has made a significant decision regarding its executive compensation structure. The company's board of directors, led by President Shinji Nakanishi, has approved the establishment of a stock-based compensation program specifically for its directors and executive officers. The final approval of this program will take place during the 67th Annual General Meeting of Shareholders, scheduled for March 26, 2025. The main goal of this initiative is to align the interests of executives with those of the company’s shareholders, thereby driving better performance and accountability.

Details of the Trust Framework

The stock-based compensation system will be executed through a trust, titled the “Executive Stock Grant Trust.” Some essential details regarding this trust are as follows:

1. Trustor: Nissui Company itself.
2. Trustee: Mitsui Sumitomo Trust Holdings, with Japan Custody Bank as the sub-trustee.
3. Beneficiaries: Executive officers and directors who meet specific eligibility criteria.
4. Trust Manager: An independent third party, distinct from the company's executives, will be appointed to manage the trust.
5. Voting Rights: The voting rights associated with Nissui shares held in the trust will not be exercised throughout the trust's duration.
6. Type of Trust: The trust falls under a non-monetary benefits trust.
7. Contract Dates: The trust agreement is set to be signed on May 27, 2025, with the transfer of funds occurring on the same day.
8. Trust Duration: The trust is expected to conclude by the end of May 2030.

Stock Acquisition Details

To facilitate the execution of this new system, the trustee will be responsible for acquiring shares of Nissui Company under the following terms:
1. Type of Shares: Common stock.
2. Total Funds for Acquisition: 414 million yen (approximately $3.8 million).
3. Maximum Number of Shares: A total of 376,400 shares is set as the upper limit for acquisition.
4. Acquisition Method: The shares will be procured through transactions in the exchange market, including off-market trades.
5. Acquisition Period: The acquisition is planned between May 27, 2025, and June 30, 2025.

Conclusion

The implementation of this stock-based compensation program represents a strategic move by Nissui Company to create stronger incentives for its executives and align their goals with those of shareholders. By integrating such programs, Nissui aims to enhance its overall corporate governance and stimulate business growth while fostering trust among its stakeholders. The upcoming shareholders' meeting will be crucial in determining the final framework of this initiative, presenting an opportunity for all stakeholders to engage in the company’s future direction. As the date approaches, both company executives and investors will be keenly watching how these plans unfold, marking an important moment for Nissui’s corporate strategy and commitment to shareholder value.