Subaru to Dispose of 108,345 Own Shares as Restricted Stock Compensation for Directors and Executives
Subaru Corporation's board approved the disposal of 108,345 own shares at ¥2,488 per share as restricted stock compensation to incentivize directors and executives.
- 108,345
- ¥269,562,360
- ¥2,488
- 28 (4 directors, 24 executives)
What Happened
Subaru Corporation's Board of Directors resolved to dispose of 108,345 shares of its common stock as restricted stock compensation. The disposal price is set at ¥2,488 per share, totaling ¥269,562,360. The shares will be granted to 4 directors (excluding outside and audit committee members) and 24 executive officers (including 3 retired officers). The compensation is part of a plan revised in March 2024 and approved by shareholders in June 2024, aimed at improving corporate value and aligning management incentives with shareholder interests.
Board revised the Restricted Stock Compensation Plan
Shareholders approved clawback provisions and plan amendment
Scheduled disposal date for the shares
- 36,810 shares
- 71,535 shares
- 108,345 shares
- Transfer restriction period lasts until the officer loses all status with the company.
- Transfer restrictions are canceled upon expiration of the period, with exceptions for early retirement due to death or board-approved reasons.
- Shares with uncanceled restrictions are acquired by the company at no cost.
- Shares are held in a dedicated account at Mizuho Securities to prevent transfer.
- In case of organizational restructuring, transfer restrictions may be canceled early.
- Clawback provisions allow the company to demand return of shares or fair value within three years of restriction expiration if violations occur.
The performance-based shares (Performance Stock Units) are tied to consolidated ROE, employee engagement, and relative TSR compared to the TOPIX. Evaluation periods are April 2025 to March 2026 for ROE and engagement, and April 2024 to March 2026 for relative TSR. The plan includes clawback provisions for violations of laws or regulations within three years after the transfer restriction period.
Why this matters
Subaru is tying executive compensation directly to performance metrics such as ROE and employee engagement, aiming to boost corporate value. The move affects 28 directors and executives, aligning their interests with shareholders. Such structured incentives can influence company strategy and long-term performance.
Terms in This Story
- Restricted Stock
- Company shares granted to executives that are subject to transfer restrictions and forfeiture until certain conditions are met.
- TOPIX
- Tokyo Stock Price Index, a market capitalization-weighted index of all domestic stocks on the Tokyo Stock Exchange's Prime Market.
Summarised from the linked release; details can be imperfect — always verify against the original source.