Compensation for Directors

Policy regarding determination of each Director’s Compensation

1. Basic Policies regarding Compensation, etc. for individual Directors (excluding those who are Audit & Supervisory Committee members) ASICS shall have a compensation system for Directors (excluding those who are Audit & Supervisory Committee members) that provides them with incentives to contribute to the sustainable growth of ASICS and ensure fairness and transparency in determining compensation for Directors, respecting the opinions of the Nominating and Compensation Committee, to the extent described above in (i) of “Matters relating to resolutions of the Ordinary General Meeting of Shareholders on the Compensation of Directors”. Based on this policy, ASICS, at the Board of Directors’ Meetings held on January 24, 2025 established the following policy regarding determination of each Director’s compensation pursuant to the provision of Article 361, Paragraph 7 of the Companies Act. In addition, the Board of Directors has determined that each Director’s Compensation, etc. for the current fiscal year is in line with such policy, having ensured that the method of determining the details of Compensation and the details of Compensation determined are consistent with such policy and that the opinions of the Nomination and Compensation Committee have been respected.

2. Outline of policies on determining components (ratio) and details of compensations, etc. for respective Directors (excluding those who are Audit & Supervisory Committee members) and details of each compensation

(1) Compensation, etc. for Executive Directors Compensations for Executive Directors are composed of the fixed compensation, performance-linked bonus, and the Restricted Share Compensation Plan, and the level of the overall compensations shall be determined appropriately taking into consideration the market level. The ratio of the performance-linked bonus and the Restricted Share Compensation Plan shall be set so that such ratio will be greater as their degree of contribution to the business performance becomes larger in line with their job responsibilities and roles, and the details of each compensation, etc. shall be determined as follows:

Compensation Plan for Executive Director and Executive Officer

Type of Compensation Overview
Basic compensation (single year)
  • Determined by the Board of Directors on basis of compensation ranges set for each grade, with consideration for market prices and inflation.
Performance-linked bonus (annual)
  • Short-term incentive for improving enterprise value.
  • Quantitative portion:
    • As a profit-sharing bonus, paid in accordance with the company's performance indicators.
    • A portion of the profit is returned if consolidated after-tax profit exceeds the cost of capital target.
  • Qualitative portion:
    • Based on the percentage of achievement of individual targets.
    • Not paid if the individual’s target achievement rate falls below a certain threshold.
Restricted share compensation (medium to long term)
  • Mid-term and long-term incentives for the Company's growth and improving the enterprise value.
  • Provided in accordance with the degree to which actual record targets (operating income, DIO, ROA) are achieved.
  • Shares of the number in proportion to the degree of achievement are allotted, but with transfer-restriction period that lasts until retirement from Officer.
  • The degree to which single-year performance targets are achieved will determine the number of shares that can actually be acquired after the transfer-restriction period expires.
  • If the target achievement rate falls below a certain level, shares will not be allotted.
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(2) Compensation, etc. for Non-Executive Directors Compensations for Non-Executive Directors are composed of the fixed compensation only.

3. Compensations, etc. for Audit & Supervisory Committee members Compensation for Audit & Supervisory Committee members shall be composed solely of basic compensation, to the extent described above in (ii) of “Matters relating to resolutions of the Ordinary General Meeting of Shareholders on the Compensation of Directors”.

Total amount of compensation. by classification of officer, total amount of compensation. by type, and number of eligible officers

Amount of compensation (million yen)

Total amount of compensation by type (millions yen)

Number of eligible directors (person)

Basic compensation

Performance-linked bonus

Restricted share compensation

Non-monetary compensation of the left part

Director (excluding Audit and Supervisory Committee Members and Outside Directors)

557

150

115

290

290

3

Director (Audit and Supervisory Committee Member) (excluding Outside Directors)

31

31

2

Outside Officer

78

78

8

Total amount of Compensation for directors whose total amount of compensation is 100 million yen or more

Name

Executive classification

Amount of compensation (million yen)

Total amount by type of remuneration (millions yen)

Basic compensation

Performance-linked bonus

Restricted share compensation

Non-monetary compensation of the left part

Yasuhito Hirota

Director

297

91

54

151

151

Mitsuyuki Tominaga

Director

243

42

61

139

139

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