TOKYO, Jun 26 (Pulse News Wire) – Mixi,inc. (2121.T) has decided to revise its director compensation system to strengthen the alignment between performance and remuneration, aiming for sustainable growth and long-term corporate value enhancement.
The changes were approved by the board based on recommendations from the nomination and remuneration committee, which included input from independent external experts and market data. Under the revised system, directors' compensation will now consist of three components: basic salary, short-term incentives (STI), and long-term incentives (LTI). The STI will be recalibrated to reflect annual performance metrics such as revenue growth, EBITDA, and peer reviews among internal directors. The LTI introduces a new equity-based reward tied to relative Total Shareholder Return (TSR) compared to TOPIX, ensuring alignment with shareholder returns. Key features of the new structure include: - Basic salary adjustments based on role, mission, and comparison with external benchmarks.
- STI linked to revenue, EBITDA, and role evaluation. - LTI comprising stock grants and performance-linked deferred share awards, with a focus on strategic investment areas, EBITDA margin, and ROE. Additionally, the company has introduced clawback provisions to ensure accountability, allowing for the recovery of rewards in cases of significant misconduct or violations. Directors will face potential penalties if found guilty of major accounting fraud, legal breaches, or other serious issues determined by the board. The revised framework aims to balance fixed and variable elements, with approximate ratios of about 40% for basic salary, 30% for STI, and 30% for LTI under normal performance conditions.
External directors will continue to receive cash compensation only to maintain oversight functions.
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