TOMOEGAWA CORPORATION [3878.T]
TOKYO, May 22 (Pulse News Wire) – TomoeGawa Corporation (3878.T) resolved to abolish its director retirement allowance program and introduce a restricted share compensation plan during its board meeting held on May 22. The changes will be presented for shareholder approval at the upcoming annual general meeting scheduled for June 25.
Under the revised plan, directors who continue their service post the shareholders' meeting will receive lump-sum payments corresponding to their tenure under the retired allowance scheme. Additionally, the company plans to implement a performance-based bonus system linked to consolidated ordinary income, along with a long-term incentive program involving restricted shares. The new compensation structure includes fixed cash remuneration based on position and responsibilities, variable cash bonuses tied to performance metrics, and restricted stock grants contingent upon continued service.
The total annual compensation cap remains within the previously approved limit of up to ¥240 million. For the restricted share component, directors will receive debt instruments convertible into company shares subject to vesting conditions. Approval from shareholders is required for implementation, with the grant size determined by the fair value of the company's stock price prior to issuance.
Each director’s allocation will be capped at 70,000 shares annually, with adjustments made based on changes in outstanding share count due to mergers or splits.
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