Corporate Governance | Compensation for Directors and Executive Officers

Compensation Paid to Directors and Executive Officers

* Please scroll horizontally to look at table below.

  Number(1) Fixed Compensation Performance-Linked Compensation Total
Monetary Compensation Non-Monetary Compensation
Base Salary(2) Cash Bonuses Notional Stock Unit ("NSUs")(3) Restricted
Stock Unit ("RSUs")(3)
Performance
Share Unit ("PSUs")(3)
Directors
(Outside Directors)
12
(10)
355
(198)
292
(-)
100
(-)

(-)

(-)
747
(198)
Executive Officers 7 607 2,273 1,426 97 197 4,600
Total 19 962 2,564 1,527 97 197 5,347

(Notes)

  1. The number of people includes 2 Directors who retired in June 2024, and 1 Director who was appointed in the same month. There were 10 Directors and 7 Executive Officers as of March 31, 2025. Compensation to Directors who were concurrently serving as Executive Officers is included within Executive Officers.
  2. The amount reflects voluntary salary return.
  3. Represents deferred stock-based compensation awards granted in prior years recognized as expense in the consolidated financial statement of income for the year ended March 31, 2025. The expense of NSUs is remeasured to fair value at each balance sheet date, while the amounts of RSUs and PSUs are measured at fair value on the grant date.
  4. Subsidiaries of the Company paid ¥80 million to Outside Directors as compensation, etc. for their directorship at those subsidiaries for the year ended March 31, 2025.

Matters Relating to Performance-Linked Compensation

Calculation Method of the Performance-Linked Compensation

Performance Indicator to Be Used for Calculation of the Performance-Linked Compensation

Quantitative Elements

In order to ensure alignment with Nomura Group's management vision and business strategy, we select key performance indicators such as ROE and performance metrics that form the basis for its calculation. Additionally, we choose stock price-related indicators to promote alignment of interests with shareholders. In the current fiscal year, NHI achieved the target of 8-10% for ROE set for the year ended March 31, 2025.

* Please scroll horizontally to look at table below.

Type of Elements Item Actual
Profit and Loss Net Revenue 1,892.5 billion of yen
Revenue Cost Coverage Ratio(1) 75.1%
Income Before Income Taxes 472.0 billion of yen
Per Share Information EPS 111.03 yen
Capital Efficiency ROE 10.0%
Shareholder Returns Total Shareholder Return("TSR")(2) 98.7%

(Notes)

  1. Ratio calculated by dividing Total non-interest expenses by Net revenue
  2. The value obtained by dividing the total of fluctuations in the price of NHI shares and dividends in the current fiscal year by the NHI share price at the end of the previous business year.

Qualitative Elements

To promote enhancement of Nomura Group's corporate value and the realization of a sustainable society, we have selected strategic management, as well as initiatives related to community, talent, and DEI (Diversity, Equity & Inclusion), as evaluation criteria.

Matters Relating to Stock Based Compensation and Non-Monetary Compensation

Outline of Current Stock Based Compensation Awards.

The outline of current Stock Based Compensation Awards is as follows.

Type of Award Key Features
RSUs
  • Introduced as the main form of Deferred Compensation since the year ended March 31, 2018.
  • Settled in the Company's common stock.
  • Graded vesting period is set as three years in principle.
NSUs
  • Linked to the price of the Company's common stock Cash-settled in local currency.
  • Graded vesting period is set as three years in principle.
PSUs
  • It is introduced as the Long Term Incentive Plan since the year ended March 31, 2024.
  • The number of shares to be awarded will be determined by depended on the degree of achievement of the performance targets of the three fiscal years.
  • Performance evaluation period is set as three years or more in principle.

Share-based Compensation as Non-Monetary Compensation

The company sets half of the amount of the Yearly Bonus of the Directors and Executive Officers as Deferred Compensation. In principle, RSUs that falls under the Non-Monetary Compensation is used for payment of the amount. Furthermore, the Company has introduced PSUs as a long-term incentive plan.

PSUs as the Long Term Incentive Plan

Under NHI’s PSU program, the base number of NHI shares to be granted is initially determined based on NHI’s performance and other factors each fiscal year. Following the performance period, the number of NHI shares to be awarded will vary from 0% to 150% of the base number of NHI shares depending on the degree of achievement of the performance targets for the three fiscal years. The settlement of the PSUs will be primarily in NHI common shares held as treasury stock.

The performance indicators used in the evaluation are ROE and TSR. Please refer to the following for details.

Performance Indicators Selected as Basis of Calculation

In order to enhance NHI’s corporate value over the medium to long term and to align NHI’s interests with those of its shareholders, a combination of ROE (average value over the performance evaluation period) and TSR (absolute value over the performance evaluation period) will be the basis to calculate the award amount.

Calculation Method for the base number of shares and the number of shares to be granted

1) Calculation method for the base number of shares:
The base number of NHI shares shall be calculated by dividing the amount determined with reference to the performance and qualitative evaluation of the target fiscal year, as well as competitor benchmarking with the NHI price at the time of grant.

2) Calculation method for the number of NHI shares to be granted:
After the end of the performance evaluation period, the number of shares to be granted will be calculated in accordance with the following method.

a) Performance Evaluation Indicators and Grant Ratio

* Please scroll horizontally to look at table below.

Performance
Indicators
Composition Ratio Change in the Grant Ratio Evaluation Method
ROE 50% 0%~150% Calculated based on the actual (average) values for the three-year performance evaluation period
TSR 50% 0%~150% Calculated based on the actual value (absolute value) during the three-year performance evaluation period

The calculation methods for ROE and TSR, which form the basis for performance evaluation, are as follows:

<ROE>
If the actual value (average value) for the performance evaluation period of 3 years reaches the management goal of 8% set by Nomura Group, a certain number of benchmark shares will be granted. However, if the actual value does not exceed either the lowest value of the past 3 business years, including the grant year, or 3%, no grant will occur. Additionally, if the actual value reaches 5%, 50% of the benchmark shares will be granted, and if it exceeds 12%, 150% of the benchmark shares will be granted.

<TSR>
If the actual value (absolute value) for the performance evaluation period of 3 years reaches 125%, a certain number of benchmark shares will be granted. On the other hand, if the actual value is 100% or below, no grant will occur. Furthermore, if the actual value exceeds 150%, 150% of the benchmark shares will be granted. The calculation process of the actual value is as follows:
3-Year TSR = (Closing Stock Price (B) + Total Dividends during the performance evaluation period) / Initial Stock Price (A)
A: Initial Stock Price (Average closing price one month before the start of the performance evaluation period)
B: Final Stock Price (Average closing price one month before the end of the performance evaluation period)

b) Calculation method for the number of NHI shares to be paid:
The number of NHI shares to be granted is calculated by multiplying the base number of NHI shares by the weighted average of the grant ratio based on ROE and the grant ratio based on TSR. The base number of NHI shares for the PSUs for the year ended March 31, 2025 has been calculated as 769,600 NHI shares, and the number of NHI shares when applying a payout rate of 150% is 1,154,500 shares.

Calculation method for the number of shares to be paid:

c) Performance evaluation period and payment schedule:
The performance evaluation period shall be three years from the fiscal year in which the base number of PSUs is determined. After the performance evaluation period has concluded, the evaluation shall be finalized and the stock compensation based on PSUs shall be paid.

Delivery Method

The NHI shares awarded at the end of the performance period will be primarily issued from treasury stock.

Effect of Payment of Stock Based Compensation as Deferred Compensation

By providing equity-linked compensation as deferred compensation, the economic value of the compensation is linked to the stock price of NHI, and a certain vesting period is set.

Due to these benefits, the active use of Deferred Compensation is also recommended by regulators in the key jurisdictions in which we operate.

With respect to Deferred Compensation in Nomura, a deferral period is generally three or more years from the following fiscal year or later. This is in line with the "Principles for Sound Compensation Practices" issued by the Financial Stability Board which recommends, among other things, a deferral period of three or more years.

Matters Relating to Individual Directors and Executive Officers' Compensation Determined by Compensation Committee

Method of Determining Compensation Policies

As the Company is organized under the Committee System, the Compensation Committee has set the "Compensation Policy of Nomura Group" and "Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc."

Compensation Policy of Nomura Group

The "Compensation Policy of Nomura Group" is as follows:
Nomura Group has established compensation policy for Nomura Group officers and employees, including directors and executive officers of Nomura Holdings, Inc. ("NHI"). This policy is referred to as the "Basic Policy" and is as follows.

Compensation Governance

As a company with three Board Committees structure, pursuant to Japanese corporate law, NHI has established an independent statutory Compensation Committee. Majority of the Committee members are outside directors. The Committee has established both the Basic Policy and a Compensation Policy for Directors and Executive Officers of NHI, on the basis of which it considers and determines the details of individual compensation for Directors and Executive Officers of NHI.

With respect to the relevant policies and total compensation funding for Nomura Group officers and employees other than the Company's directors and Executive Officers, certain decisions regarding employment and remuneration matters are delegated to the "Human Resources Committee" ("HRC") by Executive Management Board of NHI. The HRC is chaired by the Group CEO and the individual appointed by the chairman, taking into account financial and risk management perspectives. The HRC considers and determine the above mentioned matters by cooperating with the remuneration committees in each region.

The Committee shall establish the Compensation Recovery Policy of NHI to comply with, among others, the U.S. Securities Exchange Act of 1934, as amended and shall determine matters with respect to compensation of covered officers who are statutory officers of NHI under Japanese law, and the HRC shall be responsible for the management, operation, interpretation and administration of such.

Compensation Policies and Practices

Nomura Group recognizes that its employees are key in pursuing the purpose which is "We aspire to create a better world by harnessing the power of financial markets".

Compensation for Nomura Group employees is designed to support achieving sustainable corporate growth, increasing enterprise value over the medium and long-term and maintaining sound and effective risk management, while at the same time positively contributing to the interest of all Nomura shareholders. In addition, in order to ensure that Numara Group attracts, retains, motivates and develops talent, the level and structure of remuneration takes into account the roles and responsibilities of individuals as well as the market pay levels in Japan and overseas, doing so in line with any relevant laws and regulatory expectations.

1) Sustainable corporate growth and increasing enterprise value over the medium and long-term

Compensation for Nomura Group employees aims to realize Nomura Group corporate philosophy, to promote healthy corporate culture and behavior in line with Nomura Group "Code of Conduct" and to facilitate a greater alignment with the environmental, social and governance ("ESG") considerations.

Based on the pay-for-performance principle, compensation supports Nomura Group business strategy, objectives and the aim of sustainable growth and increasing enterprise value over the medium and long-term, while at the same time it ensures the maintenance of sound and market-competitive remuneration practices.

2) Sound and Effective Risk Management

Nomura Group maintains a sound and effective risk management with an appropriate risk appetite. The Company adjusts the performance measurement standards and indicators when determining compensation by considering both financial and non-financial risks in each business. The qualitative factors such as conduct, compliance, professional ethics and corporate philosophy are considered in determining the final amount of remuneration, which may include a reduction resulting from a disciplinary action.

In addition, when granting compensation, it shall be specified that in the event of a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, compensation may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called "clawback").

3) Alignment of Interests with Shareholders

For Nomura Group employees who receive a certain amount of remuneration, a portion of the remuneration is stock-related remuneration linked to shares of NHI with an appropriate deferral period applicable, in order to ensure an alignment with the shareholders' interests.

Approval and Revision of the Basic Policy

The approval, amendment or repeal of the Basic Policy can be made by the Compensation Committee of NHI.

Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc.

"Compensation Policy for Directors and Executive Officers of Nomura Holdings, Inc." is as follows:

Compensation of Directors and Executive Officers is divided into fixed compensation and performance-linked compensation, with fixed compensation consisting of base salary and performance-linked compensation consisting of annual bonus and long-term incentive plans. In order to provide incentives for the improvement of medium to long-term corporate value and to align the interests of shareholders, a portion of the compensation is paid through stock-related incentives with a specified deferral period.

<Composition of Compensation for Directors and Executives>

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Fixed Compensation Performance-Linked Compensation
Base salary Annual Bonuses Long-term Incentive Plan

Fixed Compensation

  • Base salary is determined based on factors such as professional background, career history, responsibilities and compensation standards of related business fields.

Performance-Linked Compensation

  • With respect to the Group CEO, given the overall responsibility of business execution of the Nomura Group, the basic amount of the performance-linked compensation is calculated based on the level of achievement in actual value(s) against the target value(s) of key performance indicator(s) and performance metrics that form the basis for their calculation. In addition, qualitative evaluation competitor benchmarking is to be reflected when determining final annual bonus amount.
  • With respect to Directors and other Executive Officers, amount of annual bonus is determined with the annual bonus of Group CEO as standard baseline, taking into consideration the roles and responsibilities, local remuneration regulations and compensation levels in each jurisdiction etc., in addition to the qualitative evaluation of the individual.
  • Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure their independence from business execution.

a) Annual Bonuses

  • In principle, certain portion of annual bonus payment should be deferred.

b) Long-term Incentive Plan

  • Payments under long-term incentive plans are made when a certain degree of achievements are accomplished.
  • Payments are made in equity-linked awards.

When granting compensation, it shall be specified that in the event of voluntary resignation, a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, compensation of Directors and Executive Officers may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called "clawback").

The reasons why the Compensation Committee confirmed that the compensations in relation to the Fiscal Year, to be paid for the Directors and Executive Officers is in line with the compensation policies

During the Fiscal Year, the Compensation Committee was held 6 times and has been discussing as follows.

Date Summary of the discussion and the resolution Attendance records of the member
April 26, 2024 Resolution:
  • The annual bonus and Long Term Incentive Plan for the year ended March 31, 2024.
  • Individual base salary of the Directors and Executive Officers effective from May.
  • The amendment for the Basic Policy.
  • The amendment for the Policy for Statutory Officers.
All members attended
June 25, 2024 Resolution:
Reporting:
  • The appointment of the Director with the right to convoke the board of directors meetings.
  • The Director who reports the executions of the committee’s duties to the board of the directors meetings.
  • Individual base salary of the Statutory Officers.
  • Granting RSUs and NSUs to the Statutory Officers.
  • Schedule for current fiscal year.
  • The Basic Policy and the Policy for Statutory Officers and the Compensation Recovery Policy.
All members attended
September 27, 2024 Resolution:
  • Granting PSUs to the Representative Executive Officers.
All members attended
November 1, 2024 Resolution:
  • Voluntary return of salary.
All members attended
December 5, 2024 Resolution:
  • Voluntary return of salary.
All members attended
March 28, 2025 Resolution:
  • Individual base salary of the Directors and Executive Officers effective from April.
All members attended

Through the discussions and the resolutions above, the Compensation Committee confirmed that the compensations for the Directors and the Executive Officers regarding the year ended March 31, 2025 are in line with relevant compensation policies and appropriate. Also, the outlines of the discussions have been reported to the Board of Directors meeting.