Lasertec (6920): Director pay total, bonus and restricted stock units, 2026

(4) 役員の報酬等, the officers' remuneration item of Lasertec corporation's annual securities report for its 64th fiscal year, July 1, 2025 to June 30, 2026, filed on EDINET on September 24, 2026, occupies pages 50 to 52 of 113. Its table ② (イ) prints, for the row 取締役(社外取締役を除く), directors other than outside directors, 報酬等の総額 of 1,145 million yen (US$7.0 million) for four persons, and lists under 報酬等の種類別の総額 a 基本報酬 of 207 million yen (US$1.3 million), a 業績連動報酬 of 818 million yen (US$5.0 million), a 譲渡制限付株式報酬 of 35 million yen (US$0.21 million) and a 譲渡制限付株式ユニット報酬 of 84 million yen (US$0.51 million). The table is printed in whole millions of yen; the four type columns are listed here as printed and not added.

The other three rows carry a figure only under 基本報酬 and a dash under each of the other three type columns: 監査役(社外監査役を除く) 30 million yen (US$0.18 million) for two persons, 社外取締役 67 million yen (US$0.41 million) for four, 社外監査役 26 million yen (US$0.16 million) for two. Note 1 under the table says it includes one 監査役 who resigned at the close of the 63rd annual general meeting held on September 26, 2025. The board attendance table on page 31 names 浅見 公一 as the 監査役 who resigned then, with three of three meetings attended before resigning.

The largest line in the directors' row is printed before the vote that approves it. Note 5 says the 取締役賞与の額 includes a bonus total of 818 million yen (US$5.0 million) for four directors other than outside directors, which the company planned to put to the 64th annual general meeting on September 25, 2026. The extraordinary report (臨時報告書) filed on September 28, 2026 prints the outcome: 第３号議案 取締役賞与支給の件, a bonus of 818,295,969 yen (US$5.0 million) to the four directors other than outside directors in office at the fiscal year-end, 可決, with a 賛成割合 of 98.69 percent. The annual report's table prints the figure in millions of yen and the extraordinary report prints it in yen; this desk places the two side by side and does not restate one as the other.

Table (ロ), headed 報酬等の総額が1億円以上である者の報酬等の総額等, persons whose 報酬等の総額 is 100 million yen (US$0.6 million) or more, prints four names, each with 役員区分 取締役 and 会社区分 提出会社. 仙洞田 哲也: 基本報酬 55 million yen (US$0.34 million), 業績連動報酬 109 million yen (US$0.7 million), 譲渡制限付株式報酬 13 million yen (US$0.08 million), 譲渡制限付株式ユニット報酬 10 million yen (US$0.06 million), 報酬等の総額 188 million yen (US$1.1 million). 岡林 理 and 楠瀬 治彦 are printed with identical figures: 50, 314, 5 and 33 (US$0.31 million, US$1.9 million, US$0.03 million, US$0.20 million) and a 報酬等の総額 of 403 million yen (US$2.5 million) each. 田島 敦: 51, 81, 10 and 7 (US$0.31 million, US$0.49 million, US$0.06 million, US$0.04 million) and a 報酬等の総額 of 150 million yen (US$0.9 million). The officer list on pages 37 to 40, dated September 24, 2026, prints these four as 代表取締役・社長執行役員, 取締役・会長執行役員, 取締役・副会長執行役員 and 取締役・常務執行役員, and its note 1 names the other four directors, 三原康司, 岩田宜子, 石黒美幸 and 由利孝, as outside directors.

Item ① opens with the policy for directors, which the board resolved after consulting the 指名・報酬委員会. Paragraph a. 基本方針 says remuneration consists of a fixed monthly 月額報酬, a performance-linked 賞与 and 株式報酬, each decided on an independent basis, and that where a director also serves as 執行役員 the policy's remuneration includes the remuneration as executive officer. Outside directors receive 固定報酬のみ, fixed remuneration only. Paragraph b. says basic remuneration is a monthly fixed amount set by 役位 and 職責 with reference to social conditions, the company's business environment and the levels of peer companies.

Paragraph c. is where the bonus is described. The bonus is set by a formula per 役位 that links to company performance, and the policy names 当期純利益, net income, as the main indicator of company performance, 主な指標, explaining the choice as 「各事業年度の業務執行の成果をよりよく反映するとの判断から」. For roles other than 会長, 副会長 and 社長, the amount the formula produces is multiplied by an 個人評価係数, an individual evaluation coefficient set for each person between 0.0 and 2.0 from short-term and medium-to-long-term contribution to the company. The consolidated income statement on page 61 prints 親会社株主に帰属する当期純利益 of 77,485 million yen (US$473.0 million) for the year and 84,652 million yen (US$516.8 million) for the prior year; the per-role formula and the figures entered into it are not among what this desk extracted from the item, so no link between the net income and the bonus is drawn here.

The same paragraph says the non-monetary remuneration, 株式報酬, is paid and granted as 譲渡制限付株式, restricted stock, and 譲渡制限付株式ユニット, restricted stock units, with the amount and the number of units calculated from each director's total remuneration of the previous year, and for some directors from the total remuneration of the 取締役会長執行役員. Where the board judges it appropriate to forfeit an award, for example because of misconduct by the director, it may reduce part or all of the amount or the units. The bonus, the monetary claims for restricted stock and the units are each paid at a fixed time every year. Paragraph d. places the review of remuneration levels and of the ratio between types with the 指名・報酬委員会, and says the board, or the president where delegated under e., decides individual remuneration within the ratio range shown in the committee's answer.

Paragraph e. delegates part of the individual decision to the 代表取締役社長執行役員: the amount of each director's basic remuneration and the evaluation allocation of the bonus in light of the performance of each director's business. The board consults the committee first, and the delegate 「当該答申の内容を尊重し、決定しなければならない」; the 63rd report's version of this sentence read 「当該答申の内容に従って決定をしなければならない」. The governance pages (page 32) print the committee's members as the four outside directors together with 仙洞田 哲也, 岡林 理 and 楠瀬 治彦, chaired by outside director 三原 康司, meeting six times in the year with all members attending every meeting; the prior report printed seven meetings. The board met 13 times and lists 取締役の個人別の報酬方針 among its 人事関連 topics.

The rest of ① is given to the restricted stock unit scheme. The 63rd report (pages 49 to 50 of 109) explained that the board on June 27, 2025 resolved to put the introduction of RSUs to the 63rd annual general meeting on September 26, 2025, describing an RSU as one unit counted as one common share and paid in cash after the director leaves office, at the number of units multiplied by the Tokyo Stock Exchange closing price at retirement, and giving as its purpose the funding of tax when the restriction on restricted stock is lifted. The 64th report says that introduction was approved, and puts to the September 25, 2026 meeting an amendment: at vesting, the director may receive the company's common shares, or part cash and part shares, instead of cash only. The extraordinary report prints 第４号議案 as 可決 with 98.15 percent in favour and adds that the total remuneration and the share-number ceiling of the scheme are unchanged.

Notes 2 to 4 print the shareholder-approved ceilings. Directors: 400 million yen (US$2.4 million) a year, of which outside directors 100 million yen (US$0.6 million), resolved at the 62nd meeting on September 26, 2024, a figure that excludes the bonus, restricted stock and restricted stock units. Restricted stock and units for directors other than outside directors: 300 million yen (US$1.8 million) a year and 30,000 shares per fiscal year as a separate frame, resolved at the 63rd meeting on September 26, 2025. 監査役: 70 million yen (US$0.43 million) a year, resolved at the 62nd meeting. The 63rd report's note 2 printed the same 300 million yen (US$1.8 million) and 30,000 shares for restricted stock alone, citing the 59th meeting on September 28, 2021.

The 63rd report's table ② (page 51 of 109) has one non-monetary column where the 64th has two. For 取締役(社外取締役を除く) it prints 報酬等の総額 of 1,179 million yen (US$7.2 million) for six persons, and lists 基本報酬 197 million yen (US$1.2 million), 業績連動報酬 907 million yen (US$5.5 million) and 非金銭報酬等 73 million yen (US$0.45 million); the other rows are 監査役(社外監査役を除く) 34 million yen (US$0.21 million) for two, 社外取締役 62 million yen (US$0.38 million) for five and 社外監査役 24 million yen (US$0.15 million) for three. Its note 4 says the bonus figure includes 907 million yen (US$5.5 million) for six directors other than outside directors to be resolved at the September 26, 2025 meeting. The heading 非金銭報酬等 still stands in the 64th table, now above the two sub-columns 譲渡制限付株式報酬 and 譲渡制限付株式ユニット報酬.

Table (ロ) in the 63rd report prints the same four names in a different order, with three type columns. 岡林 理 and 楠瀬 治彦: 50, 314 and 22 (US$0.31 million, US$1.9 million, US$0.13 million) and a 報酬等の総額 of 387 million yen (US$2.4 million) each. 仙洞田 哲也: 55, 124 and 14 (US$0.34 million, US$0.8 million, US$0.09 million) and 194 million yen (US$1.2 million). 田島 敦: 27, 108 and 8 (US$0.16 million, US$0.7 million, US$0.05 million) and 143 million yen (US$0.9 million). The 業績連動報酬 of 314 million yen (US$1.9 million) is printed for 岡林 理 and for 楠瀬 治彦 in both years; the 基本報酬 printed for 田島 敦 is 27 million yen (US$0.16 million) in the 63rd report and 51 million yen (US$0.31 million) in the 64th.

Set side by side after removing whitespace, the policy text of ① for directors, from its opening paragraph to the end of e., differs between the two reports at seven places, and the desk's character-level comparison found no other difference in that stretch. The headings of b. and c. are reworded; in c., the coefficient sentence changes 短期並びに中長期 to 短期及び中長期, the stock remuneration sentences are rewritten from restricted stock alone to restricted stock and units with the reduction clause restated, and the payment-timing sentence adds the units; in e., the opening sentence changes 個人別の報酬額については to 個人別の報酬額の決定については and the committee-answer sentence changes 従って to 尊重し. The opening paragraph, a. 基本方針, the body of b., the other bonus sentences of c. and d. are the same text in both years. After e., the closing section moves from the introduction of RSUs to the amendment of their exercise method. The paragraph (監査役) is the same text in both years: 監査役 remuneration is decided by 監査役の協議, distinguishing full-time from part-time and in-house from outside 監査役 and the division of duties, and is fixed remuneration only. The governance pages were compared only at the places quoted above.

Elsewhere in the report the restricted stock appears as treasury shares. Page 29, (4) 取得自己株式の処理状況及び保有状況, prints under その他（譲渡制限付株式報酬としての自己株式の処分） 1,104 shares with a 処分価額の総額 of 23 million yen (US$0.14 million) in the fiscal year, which note 4 ties to a board resolution of September 26, 2025; the note to the consolidated statement of changes in equity on page 73 prints the same 1,104 shares as the year's decrease in treasury stock by disposal as restricted stock remuneration. The 63rd report (page 28) prints 2,881 shares under the same heading, with 0 printed in the 処分価額の総額（百万円） column (0 million yen, US$0.00 million), under a resolution of September 26, 2024. The 処分価額の総額 is the figure printed in that table, and no price per share is derived from it.

The counts in table ② are persons covered in the fiscal year, and they stand beside officer lists that count differently. The 64th report's list (i) as at September 24, 2026 prints eight directors, four of them outside directors, and three 監査役, two of them outside; the director entries of list (ii) on pages 41 to 43 name the seven directors proposed to the September 25 meeting, and the extraordinary report prints all seven elected under 第２号議案: 仙洞田哲也, 岡林理, 楠瀬治彦, 三原康司, 岩田宜子, 石黒美幸 and 由利孝. The 63rd report's list as at September 25, 2025 printed the same eight directors and four 監査役; its table ② counted six directors other than outside directors and five outside directors. This desk does not know from the item which persons each count includes and does not match the lists to the counts.

What the item answers is the question in its own headings. 報酬等の総額 for four directors is 1,145 million yen (US$7.0 million); the largest type is a bonus of 818 million yen (US$5.0 million), tied by the policy to 当期純利益 and approved by shareholders on September 25, 2026; the new column is restricted stock units at 84 million yen (US$0.51 million), whose cash-or-shares exercise was amended the same day. Two things remain outside what this desk extracted: how the per-role formula turns net income into the bonus, and which persons the 63rd report's count of six includes; the 64th report's count of four stands beside the four names in table (ロ), 仙洞田 哲也, 岡林 理, 楠瀬 治彦 and 田島 敦.