SHIMIZU CORPORATION [1803.T]

TOKYO, May 12 (Pulse News Wire) – Shimizu Corporation (1803.T) announced today that its board of directors approved the introduction of an equity-based compensation plan for executives, excluding external directors and non-residents, effective May 12, 2026. The plan will be presented for approval at the company's 124th Annual General Meeting scheduled for June 26, 2026.

Under the new scheme, executive compensation will consist of fixed monthly salaries, annual performance bonuses, and mid-term equity incentives based on stock options. Non-executive directors' compensation will remain solely based on fixed monthly salaries. The company will establish a trust fund, utilizing the executives’ compensation as capital, to purchase shares of Shimizu Corporation. Shares will be distributed to eligible executives upon their retirement based on accumulated points reflecting their roles and performance achievements. Key features of the plan include setting aside up to ¥600 million per year, with a cap of ¥600 million for fiscal year 2026, for purchasing company shares through the trust.

Each point equals one ordinary share, and the number of shares deliverable is capped at 400,000 shares for the initial one-year period. Performance targets will be assessed annually, with achievement levels impacting the distribution of shares. In addition, the company plans to terminate existing performance-linked share grants once the new system is approved. The trust will operate for one year initially, from August 2026 to August 2027, but may be extended depending on the continuation of medium-term management plans. Shares held within the trust will not carry voting rights during the term of the trust.

Any remaining shares and dividends at the end of the trust period will either be used to extend the trust or transferredto Shimizu Corporation for cancellation.

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