Nekusera Fama (4565) said its board on Oct. 20 approved issuing 66,500 stock acquisition rights covering up to 6.65 million common shares to three executive officers, vesting in five tranches only if the stock clears price hurdles ranging from ¥2,200 to ¥10,000.
The performance-linked option plan, decided by the company's compensation committee, requires no payment for the rights and carries a nominal exercise price of ¥1 per share. Each right covers 100 shares.
| Recipient | Rights | Shares |
|---|---|---|
| CEO Christopher Cargill | 50,000 | 5,000,000 |
| CFO | 11,000 | 1,100,000 |
| COO | 5,500 | 550,000 |
| Total | 66,500 | 6,650,000 |
Each holder's rights are split into five equal tranches with hurdles of ¥2,200, ¥3,350, ¥4,500, ¥6,500 and ¥10,000, each covering 1.33 million shares. A tranche vests when the arithmetic average of daily volume-weighted average prices (VWAP) over any 20 consecutive trading days meets its hurdle during a five-year performance period starting on the allotment date. Tranches not achieved by the end of that period lapse in full. The rights generally cannot be exercised for three years after allotment. The company said the hurdles are used only to determine vesting and do not represent forecasts, targets or guarantees of its share price, market capitalization or financial results.
Bad leavers, including executives who resign, forfeit all rights whether vested or not. In a tender offer or other transaction giving a party a majority of voting rights, unvested tranches vest only if the per-share deal price is at or above their hurdles. The plan also includes malus and clawback provisions.
The company, then Sosei Group, introduced restricted stock units (RSUs) and performance share units (PSUs) in March 2019. The compensation committee plans to review future tenure-based RSU grant levels for the three executives to raise the weight of performance-linked pay.
The rights are to be allotted on Nov. 20, 2026, with an exercise period running from three to 10 years after allotment. The RSU review is scheduled for a compensation committee meeting in early 2027.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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