{"url_path":"/sec/hmc/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","accession_number":"0001193125-26-274991","cik":"0000715153","ticker":"HMC","issuer_name":"HONDA MOTOR CO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","primary_entity_key":"0000715153","primary_entity_name":"HONDA MOTOR CO LTD"},"word_count":11226,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nA. Directors and Senior Management\n\nUnder a “company with three committees” corporate governance system (the “Three Committees system”) pursuant to the Company Law, Honda has no Board of Corporate Auditors and the function of corporate audit is implemented by the audit committee (the “Audit Committee”) within the Board of Directors.\n\nFor Japanese companies which employ the Three Committees system, including Honda, the Company Law requires that such companies have a board of directors and one or more executive officers, and within the board of directors, a nominating committee (the “Nominating Committee”), the Audit Committee, and a compensation committee (the “Compensation Committee”) shall be established. Each of these three committees shall consist of three or more directors, a majority of which shall be outside directors. The members of each of the three committees as well as executive officers are elected by the resolution of the board of directors. In addition, Honda’s regulations of each of the three committees provide that the chairperson of each committee shall be elected from the Outside Directors who are members of the relevant committee by the resolution of the Board of Directors. For the Audit Committee, Honda’s regulations of the committee provide that full-time members of the Audit Committee shall be assigned by the resolution of the Board of Directors. The normal term of office of a director and an executive officer is one year. Directors and Executive officers may serve any number of consecutive terms.\n\nHonda’s Articles of Incorporation provide for the Board of Directors of not more than 15 Directors. Honda’s Board of Directors may appoint one Chairperson of the Board of Directors from the Directors. Also, Honda’s Board of Directors appoints one President and Executive Officer and may appoint several Executive Vice Presidents and Executive Officers, Senior Managing Executive Officers and Managing Executive Officers from the executive officers. The President and Executive Officer represents the Company. In addition, the Board of Directors may appoint, pursuant to its resolutions, Executive Officers who shall each represent the Company. Under the Company Law, a representative executive officer individually has authority to represent the company generally in the conduct of its affairs. The Board of Directors has an authority to determine the execution of business of the Company and to supervise the execution of duties of Directors and Executive Officers. Executive Officers are entitled to determine the execution of business of the Company which is entrusted by the Board of Directors and to execute business of the Company.\n\nUnder the Company Law, the Nominating Committee has the responsibility to determine the content of proposals regarding the election and dismissal of directors to be submitted to a general meeting of shareholders. The Audit Committee has the following responsibilities: (i) auditing the execution of duties by directors and executive officers and preparing audit reports and (ii) determining the content of proposals regarding the election and dismissal of accounting auditors and the refusal to reelect accounting auditors to be submitted to a general meeting of shareholders. The Compensation Committee has the responsibility to determine the content of the financial benefits as consideration for the execution of the duties, such as remuneration and bonuses, of directors and executive officers. As described above, not less than half of the members of each of the three committees must be outside directors. Each of the outside directors is required to meet all of the following independence requirements: the relevant person must be (1) a person who is not an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries and has not been in such position for the ten years prior to the assumption of office; (2) if the relevant person assumed an office of a non-executive director, accounting councilor or corporate auditor of the company or any of its subsidiaries during the ten years mentioned in (1) above, a person who had not been an executive director, executive officer, manager or any other employee of the company or any of its subsidiaries for further ten years prior to the assumption of such office; (3) a person who is not a director, corporate auditor, executive officer, manager or any other employee of the parent company or who is not a natural person controlling the company; (4) a person who is not an executive director, executive officer, manager or any other employee of a company which is controlled by the parent company or by the natural person controlling the company; and (5) a person who is not a spouse or one of certain kinds of relatives of (a) a director, executive officer, manager or any other important employee of the company or\n\n \n\n93\n\n##### Table of Contents\n\n(b) the natural person controlling the company. In addition, Honda has established additional independence requirements for the Outside Directors, the “Criteria for Independence of Outside Directors” as described in Exhibit 1.4 by the resolution of the Board of Directors, and all of the Outside Directors meet the criteria. With respect to audit reports prepared by the Audit Committee, each member of the committee may note his or her opinion in the audit report if his or her opinion is different from the opinion expressed in the audit report. In addition, the Company is required to appoint independent certified public accountants or audit corporations as accounting auditors. Such accounting auditors have as their primary statutory duties to audit the consolidated and non-consolidated financial statements of the Company prepared in accordance with the Company Law to be submitted by a director to general meetings of shareholders and to prepare an accounting audit report thereon and to notify the contents of such report to the specified member of the Audit Committee (or, if such member is not specified, any member of the committee) and the specified director in charge.\n\nThe following table provides the names, date of birth, current positions held and brief biographies, term of office and number of shares owned by all the members of the Board of Directors and composition of the Three Committees. Also the names, date of birth, current positions held and brief biographies, term of office and number of shares owned by the Executive Officers (who are not concurrently the members of the Board of Directors) of the Company are provided below.\n\nThe status of members of the Board of Directors as of the date of filing of this Form 20-F is as follows:\n\nMembers of the Board of Directors\n\n \n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nDirectors and Representative\n\nExecutive Officers\n\n \n\n \n\n \n\nToshihiro Mibe\n\n(July 1, 1961)\n\n \nJoined Honda Motor Co., Ltd. in April 1987\n \n \n*2\n \n \n \nTotal:487,834\n \n\n \n\n \n\nOperating Officer,\nappointed in April 2014\n\n \n\n \n \n\nHeld directly\n433,266\n \n \n\n \nExecutive in Charge of Powertrain Business for Automobile Operations,\nappointed in April 2014\n \n\n \n \n\nHeld in the\nLTI program*7\n\n54,568\n\n \n \n\n \n\n \nHead of Powertrain Production Supervisory Unit of Automobile Production for Automobile Operations,\nappointed in April 2014\n \n\n \n\n \nExecutive in Charge of Powertrain Business and Drivetrain Business for Automobile Operations,\nappointed in April 2015\n \n\n \n\n \nHead of Drivetrain Business Unit in Automobile Production for Automobile Operations,\nappointed in April 2015\n \n\n \n\n \nSenior Managing Officer and Director of Honda R&D Co., Ltd.,\nappointed in April 2016\n \n\n \n\n \nManaging Officer of the Company,\nappointed in April 2018\n \n\n \n\n \n\n94\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\n \nExecutive Vice President and Director of Honda R&D Co., Ltd.,\nappointed in April 2018\n \n\n \n\n \nPresident and Representative Director of Honda R&D Co., Ltd.,\nappointed in April 2019\n \n\n \n\n \n\nIn Charge of Intellectual Property and Standardization of the Company,\n\nappointed in April 2019\n\n \n\n \n\n \n\nSenior Managing Officer,\n\nappointed in April 2020\n\n \n\n \n\n \n\nIn Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property,\n\nStandardization and IT),\nappointed in April 2020\n\n \n\n \n\n \nRisk Management Officer,\nappointed in April 2020\n \n\n \n\n \n\nSenior Managing Director,\n\nappointed in June 2020\n\n \n\n \n\n \nDirector in Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT),\nappointed in June 2020\n \n\n \n\n \nPresident and Representative Director,\nappointed in April 2021\n \n\n \n\n \nChief Executive Officer,\nappointed in April 2021 (presently held)\n \n\n \n\n \n\nDirector, President and Representative Executive Officer,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nNominating Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nChairperson of the Board of Directors,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nChief Transformation Officer.\n\nappointed in April 2026\n\n \n\n \n\n \n\n95\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nNoriya Kaihara\n\n(August 4, 1961)\n\n \nJoined Honda Motor Co., Ltd. in April 1984\n \n \n*2\n \n \n \nTotal:174,892\n \n\n \n\n \n\nGeneral Manager of Automobile Quality Assurance Division,\n\nappointed in April 2012\n\n \n\n \n \n\nHeld directly\n\n151,779\n\n \n\n \n\n \nOperating Officer,\nappointed in April 2013\n \n\n \n \n\nHeld in the\nLTI program*7\n\n23,113\n\n \n \n\n \n\n \nChief Quality Officer,\nappointed in April 2013\n \n\n \nOperating Officer and Director,\nappointed in June 2013\n \n\n \n\n \nChief Officer for Customer Service Operations,\nappointed in April 2014\n \n\n \n\n \nHead of Service Supervisory Unit for Automobile Operations,\nappointed in April 2014\n \n\n \n\n \nChief Officer for Customer First Operations,\nappointed in April 2016\n \n\n \n\n \nOperating Officer (resigned from position as Director),\nappointed in June 2017\n \n\n \n\n \n\nManaging Officer,\n\nappointed in April 2018\n\n \n\n \n\n \n\nChief Officer for Purchasing Operations,\n\nappointed in April 2018\n\n \n\n \n\n \n\nHead of Business Supervisory Unit for Automobile Operations,\n\nappointed in April 2020\n\n \n\n \n\n \n\nChief Officer for Customer First Operations,\n\nappointed in April 2021\n\n \n\n \n\n \n\nRisk Management Officer,\n\nappointed in April 2021\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in June 2021\n\n \n\n \n\n \n\nManaging Officer,\n\nappointed in October 2021\n\n \n\n \n\n \n\nChief Officer for Regional Operations (North America),\n\nappointed in October 2021\n\n \n\n \n\n \n\nPresident, Chief Executive Officer and Director of American Honda Motor Co., Inc.,\n\nappointed in October 2021\n\n \n\n \n\n \n\nSenior Managing Executive Officer of the Company,\n\nappointed in April 2023\n\n \n\n \n\n \n\nDirector, Senior Managing Executive Officer,\n\nappointed in June 2023\n\n \n\n \n\n \n\n96\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\n \n\nDirector, Executive Vice President and Representative Executive\n\nOfficer,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nCompliance and Privacy Officer,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nCulture Transformation Officer,\n\nappointed in April 2025 (presently held)\n\n \n\n \n\n \n\n \n\nCompensation Committee Member,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\nDirector, Senior Managing Executive Officer\n \n\n \n\n \n\nEiji Fujimura\n\n(September 1, 1970)\n\n \nJoined Honda Motor Co., Ltd. in April 1993\n \n \n*2\n \n \n \nTotal:20,215\n \n\n \n\nGeneral Manager of Finance Division for Business\n\nManagement Operations,\n\nappointed in April 2017\n\n \n\n \n \n\n \n\nHeld directly\n20,215\n \n\nHeld in the\nLTI program*7\n—\n\n \n \n \n\n \n \n \n\n \n\nGeneral Manager of Regional Operation Planning Division for Regional Operations (North America),\n\nappointed in April 2019\n\n \n\n \nOperating Executive*6,\nappointed in April 2021\n \n\n \n\n \nChief Officer for Business Management Operations and General Manager of Accounting Division for Business Management Operations, appointed in April 2021\n \n\n \n\n \n\nHead of Accounting and Finance Supervisory Unit,\n\nappointed in April 2022\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2023\n\n \n\n \n\n \n\nChief Financial Officer,\n\nappointed in April 2023\n\n \n\n \n\n \n\nChief Officer for Corporate Administration Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2024\n\n \n\n \n\n \n\nDirector, Managing Executive Officer,\n\nappointed in June 2024\n\n \n\n \n\n \n\nCompensation Committee Member,\n\nappointed in June 2024\n\n \n\n \n\n \n\nDirector, Senior Managing Executive Officer,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \nChief Officer for Regional Operations (North America), appointed in April 2026 (presently held)\n \n\n \n\n \nPresident, Chief Executive Officer and Director of American Honda Motor Co., Inc.appointed in April 2026 (presently held)\n \n\n \n\n \n\n97\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nDirectors\n\n \n\n \n\n \n\nKatsushi Inoue\n\n(October 22, 1963)\n\n \nJoined Honda Motor Co., Ltd. in April 1986\n \n \n*2\n \n \n \nTotal:110,687\n \n\n \nPresident and Chief Executive Officer of Honda Cars India Ltd., appointed in April 2015\n \n\n \n \n\nHeld directly\n110,687\n \n \n\n \nOperating Officer of the Company, appointed in April 2016\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \nChief Officer for Regional Operations (Europe), appointed in April 2016\n \n\n \nPresident and Director of Honda Motor Europe Ltd., appointed in April 2016\n \n\n \nManaging Officer of the Company,appointed in April 2020\n \n\n \n\n \nChief Officer for Regional Operations (China), appointed in April 2020\n \n\n \n\n \nPresident of Honda Motor (China) Investment Co., Ltd., appointed in April 2020\n \n\n \n\n \nPresident of Honda Motor (China) Technology Co., Ltd., appointed in April 2020\n \n\n \n\n \nSenior Managing Executive Officer of the Company, appointed in April 2023\n \n\n \n\n \nChief Officer for Electrification Business Development Operations, appointed in April 2023\n \n\n \n\n \nChief Officer for Automobile Operations, appointed in April 2025\n \n\n \n\n \nRisk Management Officer, appointed in April 2025\n \n\n \n\n \nDirector (presently held), Senior Managing Executive Officer, appointed in June 2025\n \n\n \n\n \n\n98\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nAsako Suzuki\n\n(January 28, 1964)\n\n \nJoined Honda Motor Co., Ltd. in April 1987\n \n \n*2\n \n \n \nTotal:92,914\n \n\n \n\n \n\nPresident of Dongfeng Honda Automobile Co., Ltd.,\n\nappointed in April 2014\n\n \n\n \n \n\nHeld directly\n92,914\n \n \n\n \n\nOperating Officer of the Company,\n\nappointed in April 2016\n\n \n\n \n \n\nHeld in the\nLTI program*7\n—\n \n \n \n\n \n\nVice Chief Officer for Regional Operations (Japan),\n\nappointed in April 2018\n\n \n\n \n\nChief Officer for Human Resources and Corporate Governance Operations,\n\nappointed in April 2019\n\n \n\n \n\n \n\nOperating Executive,\n\nappointed in April 2020\n\n \n\n \n\n \n\nDirector,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nFull-time Audit Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\nJiro Morisawa\n\n(February 24, 1967)\n\n \nJoined Honda Motor Co., Ltd. in April 1989\n \n \n*2\n \n \n \nTotal:44,479\n \n\n \n\n \n\nGeneral Manager of Regional Operation Planning\n\nOffice for Regional Operations (Japan),\n\nappointed in April 2016\n\n \n\n \n\n \n\n \n\n \n\n \n\nHeld directly\n44,479\n\n \n\nHeld in the\nLTI program*7\n—\n\n \n\n \n \n\n \n\n \n \n \n\n \n\nGeneral Manager of Accounting Division for\n\nBusiness Management Operations,\n\nappointed in April 2017\n\n \n\n \nVice Chief Officer for Business Management Operations and General Manager of Accounting Division for Business Management Operations,\nappointed in April 2018\n \n\n \n\n \nOperating Officer,\nappointed in April 2019\n \n\n \n\n \n\nChief Officer for Business Management Operations,\n\nappointed in April 2019\n\n \n\n \n\n \n\nOperating Executive,\n\nappointed in April 2020\n\n \n\n \n\n \n\nChief Officer for Business Management Operations,\n\nappointed in April 2020\n\n \n\n \n\n \n\nPresident and Director of American Honda Finance Corporation,\n\nappointed in April 2021\n\n \n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2024 (presently held)\n\n \n\n \n\n \n\nFull-time Audit Committee Member,\n\nappointed in June 2024 (presently held)\n\n \n\n \n\n \n\n99\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nKunihiko Sakai*1 (March 4, 1954)\n \n\nPublic Prosecutor of Tokyo District Public Prosecutors’ Office,\n\nappointed in April 1979\n\n \n \n*2\n \n \n \nTotal:8,265\n \n\n \n\n \n\nSuperintending Prosecutor of Takamatsu High Public Prosecutors’\n\nOffice,\n\nappointed in July 2014\n\n \n\n \n\n \n\n \n\n \n\n \n\nHeld directly\n8,265\n\n \n\nHeld in the\n\nLTI program\n\n—\n\n \n\n \n \n\n \n\n \n\n*7 \n\n \n\n \n\nSuperintending Prosecutor of Hiroshima High Public Prosecutors’\n\nOffice,\n\nappointed in September 2016 (resigned in March 2017)\n\n \n\n \nRegistered with the Dai-Ichi Tokyo Bar Association in April 2017\n \n\n \n\n \n\nAdvisor Attorney to TMI Associates,\n\nappointed in April 2017 (presently held)\n\n \n\n \n\n \n\nAudit and Supervisory Board Member (Outside) of Furukawa Electric Co., Ltd.,\n\nappointed in June 2018 (resigned in June 2025)\n\n \n\n \n\n \n\nDirector (Audit and Supervisory Committee Member) of the Company,\n\nappointed in June 2019\n\n \n\n \n\n \n\nDirector,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nNominating Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nAudit Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\n100\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nFumiya Kokubu*1\n\n(October 6, 1952)\n\n \nJoined Marubeni Corporation in April 1975\n \n \n*2\n \n \n \nTotal:6,704\n \n\n \n\n \n\nPresident and CEO, Member of the Board of Marubeni Corporation,\n\nappointed in April 2013\n\n \n\n \n \n\nHeld directly\n6,704\n \n \n\n \n\nChairman of the Board of Marubeni Corporation,\n\nappointed in April 2019\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nOutside Director of Taisei Corporation,\n\nappointed in June 2019 (presently held)\n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2020 (presently held)\n\n \n\n \n\n \n\nNominating Committee Member (Chairperson),\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nCompensation Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nChairperson of Japan Machinery Center for Trade and Investment,\n\nappointed in May 2022 (presently held)\n\n \n\n \n\n \n\nChairman of Japan Foreign Trade Council, Inc.,\n\nappointed in May 2022 (resigned in May 2024)\n\n \n\n \n\n \n\nDirector, Member of the Board, Executive Corporate Advisor of Marubeni Corporation,\n\nappointed in April 2025 (resigned in June 2025)\n\n \n\n \n\n \n\nChairperson of International University of Japan,\n\nappointed in June 2025 (presently held)\n\n \n\n \n\n \n\nExecutive Corporate Advisor of Marubeni Corporation,\n\nappointed in June 2025 (presently held)\n\n \n\n \n\n \n\nChairperson of the Board of Directors,\n\nproposed to be appointed in June 2026\n\n \n\n \n\n \n\n101\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nYoichiro Ogawa*1\n\n(February 19, 1956)\n\n \n\nJoined Tohmatsu & Aoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC) in October 1980\n\n \n\nRegistered as Japanese Certified Public Accountant in March 1984\n\n \n\nDeputy CEO of Deloitte Touche Tohmatsu LLC,\n\nappointed in October 2013\n\n \n\nDeputy CEO of Tohmatsu Group (currently Deloitte Tohmatsu Group),\n\nappointed in October 2013\n\n \n\nGlobal Managing Director for Asia Pacific of Deloitte Touche\n\nTohmatsu Limited (United Kingdom),\n\nappointed in June 2015 (resigned in May 2018)\n\n \n \n*2\n \n \n \n \n\n \n\nTotal:5,227\n \n\nHeld directly\n5,227\n\n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCEO of Deloitte Tohmatsu Group,\n\nappointed in July 2015\n\n \n\n \n\n \n\nSenior Advisor of Deloitte Tohmatsu Group,\n\nappointed in June 2018 (resigned in October 2018)\n\n \n\n \n\n \nFounder of Yoichiro Ogawa CPA Office in November 2018 (presently held)\n \n\n \n\n \n\nOutside Audit & Supervisory Board Member of Recruit Holdings Co., Ltd.,\n\nappointed in June 2020 (presently held)\n\n \n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nAudit Committee Member (Chairperson),\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nCompensation Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\n102\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nKazuhiro Higashi*1\n\n \nJoined Resona Group in April 1982\n \n \n*2\n \n \n \n \n\n \n\nTotal:5,227\n \n\nHeld directly\n5,227\n\n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n \n\n \n \n\n \n\n \n\n \n\n \n\n(April 25, 1957)\n\n \n\n \n\nDirector, President and Representative Executive Officer of Resona Holdings, Inc.,\n\nappointed in April 2013\n\n \n\n \n\nRepresentative Director, President and Executive Officer of Resona\n\nBank, Limited,\nappointed in April 2013\n\n \n\n \nChairman of Osaka Bankers Association,\nappointed in June 2013 (resigned in June 2014)\n \n\n \n\nChairman of the Board, President, and Representative Director of\n\nResona Bank, Limited,\n\nappointed in April 2017\n\n \n\n \nChairman of Osaka Bankers Association,\nappointed in June 2017 (resigned in June 2018)\n \n\n \n\nChairman of the Board, President, Representative Director and\n\nExecutive Officer of Resona Bank, Limited,\n\nappointed in April 2018\n\n \n\n \n\nChairman and Director of Resona Holdings, Inc.,\n\nappointed in April 2020 (resigned in June 2022)\n\n \n\n \n\nChairman and Director of Resona Bank, Limited,\n\nappointed in April 2020 (resigned in June 2022)\n\n \n\n \n\nOutside Director of Sompo Holdings, Inc.,\n\nappointed in June 2020 (presently held)\n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\nNominating Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\nCompensation Committee Member (Chairperson),\n\nappointed in June 2021 (presently held)\n\n \n\n \n\nSenior Advisor of Resona Holdings, Inc.,\n\nappointed in June 2022 (presently held)\n\n \n\n \n\nSenior Advisor of Resona Bank, Limited.,\n\nappointed in June 2022 (presently held)\n\n \n\n \n\nOutside Director of Ryohin Keikaku Co., Ltd.\n\nappointed in November 2025 (presently held)\n\n \n\n \n\n103\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nRyoko Nagata*1\n\n(July 14, 1963)\n\n \nJoined Japan Tobacco Inc. in April 1987\n \n \n*2\n \n \n \nTotal:5,227\n \n\n \n\n \n\nExecutive Officer of Japan Tobacco Inc.,\n\nappointed in June 2008\n\n \n\n \n \n\nHeld directly\n5,227\n \n \n\n \n\nStanding Audit & Supervisory Board Member of Japan Tobacco Inc.,\n\nappointed in March 2018 (resigned in March 2023)\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nAudit Committee Member,\n\nappointed in June 2021 (presently held)\n\n \n\n \n\n \n\nExternal Corporate Auditor of Medley, Inc.,\n\nappointed in March 2023 (presently held)\n\n \n\n \n\n \n\nOutside Director of UACJ Corporation,\n\nappointed in June 2023 (presently held)\n\n \n\n \n\n \n\n104\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nMika Agatsuma*1\n\n(June 8, 1964)\n\n \nJoined IBM Japan, Ltd. in April 1987\n \n \n*2\n \n \n \nTotal:1,853\n \n\n \n\n \n\nVice President of IBM Japan, Ltd.,\n\nappointed in August 2017\n\n \n\n \n \n\nHeld directly\n1,853\n \n \n\n \n\nIn Charge of Cloud Application Innovation for Global Business Services of IBM Japan, Ltd.,\n\nappointed in August 2017\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nManaging Partner of IBM Japan, Ltd.,\n\nappointed in October 2022 (resigned in March 2024)\n\n \n\n \n\n \n\nIn Charge of Hybrid Cloud Services for IBM Consulting of IBM\n\nJapan, Ltd.,\n\nappointed in October 2022\n\n \n\n \n\n \n\nIn Charge of Hybrid Cloud Platform for IBM Consulting of IBM\n\nJapan, Ltd.,\n\nappointed in June 2023\n\n \n\n \n\n \n\nDirector of the Company,\n\nappointed in June 2024 (presently held)\n\n \n\n \n\n \n\nNominating Committee Member,\n\nappointed in June 2024 (presently held)\n\n \n\n \n\n \n\nOutside Director of SQUARE ENIX HOLDINGS CO., LTD.,\n\nappointed in June 2024 (presently held)\n\n \n\n \n\n \n\nExecutive Corporate Officer of ID Holdings Corporation,\n\nappointed in October 2024 (presently held)\n\n \n\n \n\n \n\nCompensation Committee Member,\n\nproposed to be appointed in June 2026\n\n \n\n \n\n \n\n \n\n*1\n\nDirectors Mr. Kunihiko Sakai, Mr. Fumiya Kokubu, Mr. Yoichiro Ogawa, Mr. Kazuhiro Higashi, Ms. Ryoko Nagata and Ms. Mika Agatsuma are Outside Directors.\n\n*2\n\nThe term of office of a Director is until at the close of the Ordinary General Meeting of Shareholders of the fiscal year ended March 31, 2026 after his/her election to office at the close of the Ordinary General Meeting of Shareholders on June 19, 2025.\n\n*3\n\nThe Company is proposing the “Election of eleven Directors” as an agenda item (resolution item) for the Ordinary General Meeting of Shareholders to be held on June 26, 2026. If the agenda item is approved, of the Directors listed in the table above, the following Directors (Mr. Toshihiro Mibe, Mr. Noriya Kaihara, Ms. Asako Suzuki, Mr. Jiro Morisawa, Mr. Kunihiko Sakai, Mr. Fumiya Kokubu, Mr. Yoichiro Ogawa, Mr. Kazuhiro Higashi, Ms. Ryoko Nagata, and Ms. Mika Agatsuma) will continue to serve as Directors. The term of office of each elected or re-elected Director will extend until the close of the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2027.\n\n*4\n\nMr. Eiji Fujimura and Mr. Katsushi Inoue will step down from the Board of Directors at the conclusion of the Ordinary General Meeting of Shareholders to be held on June 26, 2026.\n\n \n\n105\n\n##### Table of Contents\n\nIn addition, the Company is proposing the “Election of eleven Directors” as an agenda item (resolution item) for the Ordinary General Meeting of Shareholders to be held on June 26, 2026. If the agenda item is approved, the following additional director will be elected:\n\n \n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nDirector (nominee), Executive Officer\n \n\n \n\n \n\nMahito Shikama\n\n(August 8, 1977)\n\n \nJoined Honda Motor Co., Ltd. in April 2002\n \n \n*8\n \n \n \n \n\n \n\nTotal:7,728\n \n\nHeld directly\n4,000\n\n \n\nHeld in the\n\nLTI program*7\n3,728\n\n \n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\nGeneral Manager of Advanced Safety and Intelligent Solution Development Division of Software Defined Mobility Development Supervisory Unit for Business Development Operations,\n\nappointed in April 2022\n\n \n\n \nOperating Executive, appointed in April 2023\n \n\n \n\nHead of Software Defined Mobility Development Unit of BEV Development Center for Electrification Business Development Operations,\n\nappointed in April 2023\n\n \n\n \n\nManaging Officer and Chief Operating Officer of\n\nSDV R&D Center of Honda R&D Co., Ltd.,\n\nappointed in April 2026\n\n \n\n \nExecutive Officer, (presently held),\n \n\n \nDirector, nominated for the Ordinary General Meeting of Shareholders to be held on June 26, 2026\n \n\n \n\nChief Transformation Officer,\n\nappointed in June 2026 (presently held)\n\n \n\n \n\nChief Officer for Corporate Strategy Operations,\n\nappointed in June 2026 (presently held)\n\n \n\n \n\nChief Officer for Traffic Safety Promotion Operations\n\nappointed in June 2026 (presently held)\n\n \n\n \n\n*8\n\nIf elected, the term of office of the Director above will commence and expire at the close of the Ordinary General Meeting of Shareholders of the fiscal year ending March 31, 2027.\n\n \n\n106\n\n##### Table of Contents\n\nComposition of the Three Committees under the Board of Directors\n\n•: Chairperson ○: Member\n\n \n\nDirector’s Name\n  \nNominating Committee\n  \nAudit Committee\n  \nCompensation Committee\n\nToshihiro Mibe\n  \n○\n  \n \n  \n \n\nNoriya Kaihara\n  \n \n  \n \n  \n○\n\nEiji Fujimura\n  \n \n  \n \n  \n \n\nKatsushi Inoue\n  \n \n  \n \n  \n \n\nAsako Suzuki\n  \n \n  \n○\n  \n \n\nJiro Morisawa\n  \n \n  \n○\n  \n \n\nKunihiko Sakai\n  \n○\n  \n○\n  \n \n\nFumiya Kokubu\n  \n•\n  \n \n  \n○\n\nYoichiro Ogawa\n  \n \n  \n•\n  \n○\n\nKazuhiro Higashi\n  \n○\n  \n \n  \n•\n\nRyoko Nagata\n  \n \n  \n○\n  \n \n\nMika Agatsuma\n  \n○\n  \n \n  \n \n\nFollowing the Ordinary General Meeting of Shareholders to be held on June 26, 2026, the composition of the Three Committees is expected to change as follows:\n\n \n\nDirector’s Name\n  \nNominating Committee\n  \nAudit Committee\n  \nCompensation Committee\n\nToshihiro Mibe\n  \n \n  \n \n  \n \n\nNoriya Kaihara\n  \n \n  \n \n  \n \n\nMahito Shikama\n  \n \n  \n \n  \n \n\nAsako Suzuki\n  \n \n  \n○\n  \n \n\nJiro Morisawa\n  \n \n  \n○\n  \n \n\nKunihiko Sakai\n  \n○\n  \n○\n  \n \n\nFumiya Kokubu\n  \n•\n  \n \n  \n○\n\nYoichiro Ogawa\n  \n \n  \n•\n  \n○\n\nKazuhiro Higashi\n  \n○\n  \n \n  \n•\n\nRyoko Nagata\n  \n \n  \n○\n  \n \n\nMika Agatsuma\n  \n○\n  \n \n  \n○\n\n \n\n107\n\n##### Table of Contents\n\nExecutive Officers (who are not concurrently the members of the Board of Directors)\n\nIn addition to the Executive Officers listed below, Mr. Mahito Shikama also serve as Executive Officers. Mr. Mahito Shikama has been nominated as a candidate for election to the Board of Directors at the Ordinary General Meeting of Shareholders to be held on June 26, 2026. See “Members of the Board of Directors.” The status of members of the Executive Officers as of the date of filing of this Form 20-F is as follows:\n\n \n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nManaging\n\nExecutive Officers\n\n \n\n \n\n \n\nMasayuki Igarashi\n\n \nJoined Honda Motor Co., Ltd. in April 1988\n \n \n*5\n \n \n \nTotal:102,388\n \n\n(July 6, 1963)\n\n \n\n \n\nDirector of Asian Honda Motor Co., Ltd.,\n\nappointed in April 2014\n\n \n\n \n \n\nHeld directly\n102,388\n \n \n\n \n\nOperating Officer of the Company,\n\nappointed in April 2015\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nChief Operating Officer for Power Product Operations,\n\nappointed in April 2015\n\n \n\n \n\nOperating Officer and Director,\n\nappointed in June 2015\n\n \n\n \n\n \n\nExecutive Vice President and Director of Honda North America, Inc.,\n\nappointed in April 2017\n\n \n\n \n\n \n\nExecutive Vice President and Director of American Honda Motor\n\nCo., Inc.,\n\nappointed in April 2017\n\n \n\n \n\n \n\nOperating Officer of the Company,\n\nappointed in June 2017\n\n \n\n \n\n \n\nChief Officer for Regional Operations (Asia & Oceania),\n\nappointed in April 2018\n\n \n\n \n\n \n\nPresident and Chief Executive Officer of Asian Honda Motor Co.,\n\nLtd.,\n\nappointed in April 2018\n\n \n\n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2020\n\n \n\n \n\n \n\nManaging Officer,\n\nappointed in April 2022\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nChief Officer for Regional Operations (China),\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nPresident of Honda Motor (China) Investment Co., Ltd.,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nPresident of Honda Motor (China) Technology Co., Ltd.,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\n108\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nKensuke Oe\n\n \n\nJoined Honda Motor Co., Ltd. in April 1990\n\n \n \n*5\n \n \n \nTotal:23,126\n \n\n(May 11, 1967)\n \n\n \n\nIn Charge of Manufacturing of Honda Canada Inc.,\n\nappointed in April 2018\n\n \n\n \n \n\nHeld directly\n23,126\n \n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2020\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nGeneral Manager of Saitama Factory in Production Supervisory Unit for Automobile Operations,\n\nappointed in April 2020\n\n \n\n \n\nHead of Production Engineering Supervisory Unit in Mono-zukuri\n\nCenter for Automobile Operations,\n\nappointed in April 2021\n\n \n\n \n\n \n\nManaging Officer,\n\nappointed in April 2022\n\n \n\n \n\n \n\nHead of Production Unit for Automobile Operations,\n\nappointed in April 2022\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nPresident and Director, Honda Development & Manufacturing of America, LLC,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\nManabu Ozawa\n\n \n\nJoined Honda Motor Co., Ltd. in April 1989\n\n \n \n*5\n \n \n \nTotal:45,330\n \n\n(May 12, 1965)\n \n\n \n\nManaging Director of Honda R&D Co., Ltd.,\n\nappointed in April 2019\n\n \n\n \n \n\nHeld directly\n39,578\n \n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2020\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n5,752\n\n \n\n \n\n \n\n \n\nHead of Corporate Planning Supervisory Unit,\n\nappointed in April 2020\n\n \n\n \n\nDirector for Honda Innovation Inc.,\n\nappointed in April 2020\n\n \n\n \n\n \n\nManaging Executive Officer of the Company,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nChief Officer for Corporate Strategy Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nChief Officer for Traffic Safety Promotion Operations,\n\nappointed in April 2024\n\n \n\n \n\n \n\n109\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nHironao Ito\n\n \n\nJoined Honda Motor Co., Ltd. in April 1989\n\n \n \n*5\n \n \n \nTotal:23,999\n \n\n(December 27, 1966)\n \n\n \n\nManaging Director of Honda R&D Co., Ltd.,\n\nappointed in April 2019\n\n \n\n \n \n\nHeld directly\n23,999\n \n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2020\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n—\n\n \n\n \n\n \n\n \n\nHead of Digital Transformation Supervisory Unit,\n\nappointed in April 2020\n\n \n\n \n\nHead of IT Operations,\n\nappointed in April 2021\n\n \n\n \n\n \n\nHead of Digital Supervisory Unit,\n\nappointed in April 2022\n\n \n\n \n\n \n\nDeputy General Manager of Mono-zukuri Center for Automobile Operations,\n\nappointed in April 2022\n\n \n\n \n\n \n\nVice Chief Officer for Automobile Operations,\n\nappointed in June 2022\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2023 (presently held)\n\n \n\n \n\n \n\nHead of BEV Development Center for Electrification Business Development Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of Automobile Development Center for Automobile\n\nOperations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nDirector of Honda R&D Co., Ltd.,\n\nappointed in April 2023\n\n \n\n \n\n \n\nChief Development Officer of the Company,\n\nappointed in April 2024\n\n \n\n \n\n \n\nExecutive in Charge of Government and Industry Relations, Japan Automobile Manufacturers Association, Inc. (JAMA) for Corporate Strategy Operations,\n\nappointed in April 2025\n\n \n\n \n\n \nExecutive Vice President of Honda Motor (China) Investment Co., Ltd.\n \n\n \n\n \n\nExecutive Vice President of Honda Motor (China) Technology Co., Ltd.\n\nappointed in August 2025 (presently held)\n\n \n\n \n\n \n\n110\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nAyumu Matsuo\n\n \nJoined Honda Motor Co., Ltd. in April 1991\n \n \n*5\n \n \n \nTotal:28,798\n \n\n(September 28, 1965)\n\n \n\n \n\nManaging Director of Honda R&D Co., Ltd.,\n\nappointed in April 2020\n\n \n\n \n \n\nHeld directly\n23,046\n \n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2021\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n\n5,752\n\n \n\n \n\n \n\n \n\nChief Officer, Quality Innovation Operations,\n\nappointed in April 2021\n\n \n\n \n\nExecutive in Charge of Certification & Regulation Compliance\n\nDivision,\n\nappointed in April 2021\n\n \n\n \n\n \n\nExecutive in Charge of Quality & Compliance Audit Division,\n\nappointed in April 2021\n\n \n\n \n\n \n\nHead of Quality Innovation Unit,\n\nappointed in April 2022\n\n \n\n \n\n \n\nExecutive in Charge of Certification & Regulation Compliance\n\nDivision,\n\nappointed in April 2022\n\n \n\n \n\n \n\nExecutive in Charge of Quality & Compliance Audit Division,\n\nappointed in April 2022\n\n \n\n \n\n \n\nHead of Supply Chain & Purchasing Unit, Automobile Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2024\n\n \n\n \n\n \n\nChief Officer for Supply Chain & Purchasing Operations,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2025 (presently held)\n\n \n\n \n\n \n\n111\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nKazuhiro Takizawa\n\n(March 29, 1968)\n\n \nJoined Honda Motor Co., Ltd. in April 1990\n \n \n*5\n \n \n \nTotal:26,458\n \n\n \n\nGeneral Manager of Europe Automobile Division for Regional Operations (Europe, Africa and the Middle East),\n\nappointed in April 2022\n\n \n\n \n \n\n \n\nHeld directly\n20,706\n \n\nHeld in the\n\nLTI program*7\n5,752\n\n \n \n \n\n \n\n \n \n\n \n\nOperating Executive,\n\nappointed in April 2023\n\n \n\n \n\nVice Chief Officer for Regional Operations (North America),\n\nappointed in April 2023\n\n \n\n \n\nEVP of American Honda Motor Co., Inc.,\n\nappointed in April 2023\n\n \n\n \n\n \n\nExecutive Officer of the Company,\n\nappointed in April 2024\n\n \n\n \n\n \n\nChief Officer for Regional Operations (North America),\n\nappointed in April 2024\n\n \n\n \n\n \n\nPresident, Chief Executive Officer and Director of American Honda Motor Co., Inc.,\n\nappointed in April 2024\n\n \n\n \n\n \n\nManaging Executive Officer of Honda Motor Co., Ltd.\n\nappointed in April 2025 (presently held)\n\n \n\n \n\n \n\nChief Officer for Automobile Operations,\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nChief Officer for Regional Operations (Associated Regions), appointed in April 2026 (presently held)\n\n \n\n \n\n \n\nRisk Management Officer,\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\n112\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nExecutive Officers\n \n\n \n\n \n\nMinoru Kato\n\n \n\nJoined Honda Motor Co., Ltd. in April 1988\n\n \n \n*5\n \n \n \nTotal:26,449\n \n\n(December 17, 1965)\n \n\n \n\nPresident of Honda Motorcycle and Scooter India Pvt. Ltd.,\n\nappointed in April 2017\n\n \n\n \n \n\nHeld directly\n20,697\n \n \n\n \n\nOperating Executive of the Company,\n\nappointed in April 2020\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n5,752\n\n \n\n \n \n\n \n\nChief Officer for Life Creation Operations,\n\nappointed in May 2020\n\n \n\n \n\nHead of Power Products Business Supervisory Unit, Motorcycle and Power Products Operations,\n\nappointed in April 2022\n\n \n\n \n\n \n\nHead of Motorcycle Business Unit, Motorcycle and Power Products Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2024\n\n \n\n \n\n \n\nChief Officer for Motorcycle and Power Products Operations,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nManaging Executive Officer,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\nTakashi Onuma\n\n(September 11, 1973)\n\n \nJoined Honda Motor Co., Ltd. in July 2000\n \n \n*5\n \n \n \nTotal:25,314\n \n\n \n\nSenior Vice President, Honda Development & Manufacturing of America, LLC,\n\nappointed in April 2021\n\n \n\n \n \n\n \n\nHeld directly\n20,840\n \n\nHeld in the\n\nLTI program*7\n\n4,474\n\n \n \n \n\n \n\n \n\n \n\n \nOperating Executive of the Company,\nappointed in April 2022\n \n\n \n\nEVP of Honda Development & Manufacturing of America, LLC,\n\nappointed in April 2022\n\n \n\n \n\n \nDeputy Head of Automobile Development Center for Automobile Operations of the Company,\nappointed in April 2023\n \n\n \n\n \n\nHead of Production Engineering Unit,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of ICE Automobile Development Unit,\n\nappointed in April 2023\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\nChief Officer for Automobile Production Operations,\n\nappointed in April 2024 (presently held)\n\n \n\n \n\n \n\n113\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nDaiki Mihara\n\n(June 27, 1969)\n\n \nJoined Honda Motor Co., Ltd. in March 2004\n \n \n*5\n \n \n \nTotal:18,115\n \n\n \n\n \n\nPresident of Honda Philippines Inc.,\n\nappointed in April 2015\n\n \n\n \n \n\nHeld directly\n13,771\n \n \n\n \n\nGeneral Manager of Business Planning Division for Motorcycle Operations of the Company,\n\nappointed in April 2018\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n4,344\n\n \n\n \n \n\n \n\nPresident of Honda Vietnam Co., Ltd.,\n\nappointed in April 2021\n\n \n\n \n\n \nOperating Executive of the Company,\nappointed in April 2023\n \n\n \n\n \n\nHead of Motorcycle and Power Products Electrification Business Development Unit for Electrification Business Development Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of Motorcycle and Power Products Electrification Business Unit for Electrification Business Development Operations,\n\nappointed in April 2024\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2025 (presently held)\n\n \n\n \n\n \n\nExecutive in Charge of Motorcycle and Power Products Electrification Business for Motorcycle and Power Products Operations,\nappointed in April 2025\n\n \n\n \n\n \n\nHead of Motorcycle and Power Products Electrification Business Unit for Motorcycle and Power Products Operations,\nappointed in April 2025\n\n \n\n \n\n \n\nExecutive in charge of Regional Business & Customer First for Automobile Operations,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nHead, Regional Business Unit for Automobile Operations,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\n114\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nToshihiro Akiwa\n\n(July 2, 1972)\n\n \nJoined Honda Motor Co., Ltd. in April 1996\n \n \n*5\n \n \n \nTotal:18,388\n \n\n \n\nGeneral Manager of Power Unit Planning & Management Division, Power Unit Development Supervisory Unit, Mono-zukuri Center, Automobile Operations,\n\nappointed in April 2020\n\n \n\nOperating Executive,\nappointed in April 2021\n\n \n\n \n \n\n \n\nHeld directly\n13,914\n \n\nHeld in the\n\nLTI program*7\n4,474\n\n \n \n \n\n \n\n \n \n\n \n\n \n\n \n\nExecutive Vice President of Honda Motor (China) Investment Co., Ltd.,\n\nappointed in April 2021\n\n \n\n \nExecutive Vice President of Honda Motor (China) Technology Co., Ltd.,\nappointed in April 2021\n \n\n \n\n \n\nDeputy Head of BEV Development Center for Electrification Business Development Operations of the Company,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of BEV Planning Unit, BEV Development Center for Electrification Business Development Operations,\n\nappointed in April 2024\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2025 (presently held)\n\n \n\n \n\n \n\nChief Officer for Automobile Development Operations,\n\nappointed in April 2025\n\n \n\n \n\n \n\nDirector of Honda R&D Co., Ltd.,\n\nappointed in April 2025\n\n \n\n \n\n \n\nPresident and Representative Director of Honda R&D Co., Ltd.\n\nappointed in April 2026 (presently held)\n\n \n\n \n\nIkuo Takeishi\n\n(May 6, 1969)\n\n \nJoined Honda Motor Co., Ltd. in April 1995\n \n \n*5\n \n \n \nTotal:13,344\n \n\n \n\n \n\nOperating Officer of Honda R&D Co., Ltd.,\n\nappointed in April 2017.\n\n \n\n \n \n\nHeld directly\n9,000\n \n \n\n \n\nManaging Director of Honda Racing Corporation\n\nappointed in April 2023.\n\n \n\nManaging Officer of Honda R&D Co., Ltd.\n\nappointed in April 2024.\n\n \n\n \n \n\nHeld in the\n\nLTI program*7\n4,344\n\n \n\n \n \n\n \n\n \n\n \n\nSenior Managing Director of Honda Racing Corporation\n\nappointed in April 2024.\n\n \n\n \n\n \n\nExecutive Officer of Honda Motor Co., Ltd.\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nChief Officer for Quality Innovation Operations (Office in charge of Certification),\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\n115\n\n##### Table of Contents\n\nName\n(Date of birth)\n\n \n\nCurrent Positions and Biographies with Registrant\n\n \nTerm\n \n \nNumber of\nShares Owned\n \n\nMasao Kawaguchi\n\n(January 28, 1971)\n\n \nJoined Honda Motor Co., Ltd. in August 2001\n \n \n*5\n \n \n \nTotal:13,474\n \n\n \n\n \n\nGeneral Manager of Finance Division, Business Management Operations,\n\nappointed in April 2019\n\n \n\n \n\n \n\n \n\n \n\n \n\nHeld directly\n9,000\n\n \n\nHeld in the\n\nLTI program*7\n4,474\n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\nGeneral Manager of Accounting Division, Accounting and Finance Supervisory Unit,\n\nappointed in April 2022\n\n \n\n \n\nOperation Executive,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of Accounting and Finance Unit General Manager of Accounting Division, Accounting and Finance Unit, Corporate Administration Operations,\n\nappointed in April 2023\n\n \n\n \n\n \n\nHead of Accounting and Finance Unit, Corporate Administration Operations,\n\nappointed in April 2025\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nChief Financial Officer,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nChief Officer for Corporate Administration Operations,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\nTakashi Imai\n\n(May 7, 1973)\n\n \nJoined Honda Motor Co., Ltd. in April 1998\n \n \n*5\n \n \n \nTotal:13,409\n \n\n \n\n \n\nGeneral Manager of Sales Planning Division, Sales Supervisory Unit, for Automobile Operations,\n\nappointed in April 2022\n\n \n\nOperating Executive,\n\nappointed in April 2024\n\n \n\n \n\n \n\n \n\n \n\n \n\nHeld directly\n9,065\n\n \n\nHeld in the\n\nLTI program*7\n4,344\n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nSenior Vice President of American Honda Motor Co., Inc.\n\nappointed in April 2024\n\n \n\n \n\nHead of Automobile Business Strategy Unit for Automobile Operations of the company,\n\nappointed in July 2025\n\n \n\n \n\n \n\nExecutive Officer,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nExecutive in charge of Business Strategy for Automobile Operations,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\nHead of Business Strategy Unit for Automobile Operations,\n\nappointed in April 2026 (presently held)\n\n \n\n \n\n \n\n \n\n116\n\n##### Table of Contents\n\n \n\n*5\n\nThe term of office of each Executive Officer shall continue until the conclusion of the first meeting of the Board of Directors held after the Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2026, following his/her appointment. The Company expects that all Executive Officers, except for Mr. Manabu Ozawa, will be reappointed at the first meeting of the Board of Directors held after the said Ordinary General Meeting of Shareholders. If reappointed, the term of office of each Executive Officer will be extended until the conclusion of the first meeting of the Board of Directors held after the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2027.\n\n*6\n\nThe Company introduced the Operating Executive position effective April 1, 2020, with the aim of advancing its corporate executive structure and enabling the Company to address changes in the business environment with greater speed and flexibility. Operating Executives will engage in company operations, with responsibility for business execution in their respective areas under the direction and supervision of management. Operating Executives are not statutory positions under the Company Law and do not conform to the definition of “Directors and Senior Management” as defined in Form 20-F.\n\n*7\n\nWith respect to the points granted as LTI under the executive compensation program, the number of shares corresponding to 40%, which represents the minimum level prescribed under the LTI program, is disclosed. See “B. Compensation—Remuneration Structure.”\n\nThere is no family relationship between any Director or Executive Officer and any other Director or Executive Officer.\n\nNone of Honda’s members of the Board of Directors or Executive Officers is party to a service contract with Honda or any of its subsidiaries that provides for benefits upon termination of employment.\n\nB. Compensation\n\nMethods of determining the policy for determining individual remuneration of Directors and Executive Officers\n\nThe Company views remuneration for Directors and Executive Officers, the key to its corporate governance, as an important driving force in realizing our fundamental beliefs, management policies, and aspirations. The Compensation Committee has established the following decision-making policy in order to encourage appropriate risk-taking and accurately reflect management responsibility in an effort to promote speedy reforms to achieve our vision amidst a drastically changing environment.\n\n \n\n1.\n\nThe Company’s remuneration structure for Directors and Executive Officers is designed to motivate directors and officers to contribute to the improvement of the Company’s business performance not only over the short-term, but also over the mid- to long-term, so that the Company can continuously enhance its corporate value, and it consists of monthly remuneration, a fixed amount paid each month as remuneration for the execution of duties, STI (Short Term Incentive) based on the business performance for the relevant fiscal year, and LTI (Long Term Incentive) based on the mid- to long-term business performance.\n\n \n\n2.\n\nMonthly remuneration shall be paid as a fixed amount each month based on remuneration standards resolved by the Compensation Committee.\n\n \n\n3.\n\nSTI shall be determined and paid by resolution of the Compensation Committee, taking into consideration the business performance of each fiscal year.\n\n \n\n4.\n\nBased on standards and procedures approved by the Compensation Committee, LTI is based on the mid- to long-term performance and paid in the form of the Company’s shares, in order to function as a sound incentive for sustainable growth.\n\n \n\n5.\n\nRemuneration paid to Directors who concurrently serve as Executive Officers and Executive Officers shall consist of monthly remuneration, STI and LTI, and the composition rate shall be determined based on the remuneration standards resolved by the Compensation Committee. The composition ratio of variable compensation is increased according to the weight of management responsibility attributed to each position.\n\n \n\n6.\n\nRemuneration paid to Outside Directors and other Directors who do not concurrently serve as Executive Officers shall consist only of monthly remuneration.\n\n \n\n117\n\n##### Table of Contents\n\n7.\n\nIn order to advance the Company’s sustainable growth and enhance its corporate value over the mid-to long-term by achieving the management from the perspective of shareholders through having a shareholding in the Company, even Directors and Executive Officers who are not eligible for LTI shall acquire the Company’s stock by contributing a certain portion of their remuneration to the Officers Shareholding Association.\n\n \n\n8.\n\nDirectors and Executive Officers shall be required to continuously hold the Company’s shares acquired as LTI and the Company’s shares acquired through the Officers’ Shareholding Association during their term of office and for one year following their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.\n\nApproach to remuneration level\n\nThe remuneration levels for Directors and Executive Officers are set at a level that is highly competitive in order to secure diverse and talented human resources based on objective remuneration data from an outside research organization and information provided by outside consultants, as well as research and analysis of a peer group of approximately 20 to 30 global Japanese companies of similar size. The Company also reviews remuneration from time to time in response to changes in the business environment.\n\nAdditionally, although the Compensation Committee considered conducting a review of the peer group in setting the remuneration levels for the fiscal year ended March 31, 2026, the Compensation Committee decided to forgo the review and, taking into account changes in the business and operating environment, determined to not change the remuneration levels for the fiscal year ended March 31, 2026.\n\nRemuneration structure\n\nRemuneration paid to Executive Officers consists of monthly remuneration, STI and LTI, and the ratio of STI and LTI is set according to the weight of management responsibility attributed to each position, with a view to providing an incentive to continuously improve corporate value.\n\n \n\n1.\n\nOutline of remuneration system for Executive Officers\n\n \n\nType of\nremuneration\n \n\nBased on\nperformance\n\n \n\nFluctuation\n\n \n\nPayment\nmethod\n\n \n\nPayment\ntiming\n\n \n\nRemuneration composition ratio\n(When STI/LTI are paid at the base amount)\n\n \n\nPresident\nand\nExecutive\nOfficer\n\n \n\nExecutive\nVice\nPresident\nand\nExecutive\nOfficer\n\n \n\nSenior\nManaging\nExecutive\nOfficer\n\n \n\nManaging\nExecutive\nOfficer\n\n \n\nExecutive\nOfficer\n\nMonthly remuneration\n \n\nFixed\n\n \n— \n \n\nCash\n\n \n\nMonthly\n\n \n25%\n \n35%\n \n40%\n \n50%\n\nSTI\n\n \n\nShort-term performance-based remuneration\n\n \n0 to\n180%\n \n\nCash\n\n \n\nAnnually\n\n \n25%\n \n30%\n \n30%\n \n25%\n\nLTI\n\n \n\nMedium- to long-term performance-based remuneration\n\n \n40 to\n240%\n \n\nStock\n\n \n\nOne year after the annual stock points are granted with restriction on transfer until retirement\n\n \n50%\n \n35%\n \n30%\n \n25%\n\n \n\n2.\n\nMonthly remuneration\n\nMonthly remuneration is paid each month as a fixed monthly amount in cash based on positions as consideration for the execution of duties.\n\n \n\n118\n\n##### Table of Contents\n\n3.\n\nSTI\n\nSTI is a performance-based remuneration that is paid once a year in cash, taking into account the Company’s performance each fiscal year and the individual performance of each Executive Officer.\n\nThe final payment amount is determined by multiplying the standard STI amount by the individual performance coefficient after determining the payment level using the Company’s performance coefficient.\n\nThe Company’s performance coefficient fluctuates between 0 and 150% depending on the achievement of key performance indicators (KPIs), which are operating profit margin and profit attributable to owners of the parent of consolidated accounting, both of which are important indicators that measure the contribution to corporate value during each fiscal year.\n\nThe individual performance coefficient fluctuates between 80 and 120% depending on the achievement of individual targets set for each Executive Officer’s role. The President’s performance is evaluated by the Compensation Committee, while those of the Executive Officers, excluding the President, are evaluated by the Compensation Committee following an evaluation by the President.\n\nCompany’s performance coefficient (Fluctuation range: 0-150%)\n\n \n\nKPIs (Consolidated accounting)\n \nEvaluation method\n \nWeight of each KPI\n\nOperating profit margin\n \nDegree of achievement of targets\n \n50%\n\nProfit attributable to owners of the parent\n \n50%\n\nIndividual performance coefficient (Fluctuation range: 80-120%)\n\n \n\nKPIs\n \nEvaluation method\n \nWeight of each KPI\n\nIndividual targets set according to role\n \nDegree of achievement of individual targets\n \n100%\n\n \n\nSTI payment\n\n \n\n  \n=\n  \n\nStandard STI\n\n \n\n  \nx\n  \n\nCompany’s performance\n\ncoefficient\n\n \n\n  \nx\n  \n\nIndividual performance\ncoefficient\n\n \n\n \n\n4.\n\nLTI\n\nLTI is a non-monetary performance-based remuneration that provides shares based on financial and non-financial performance through a trust structure, aiming to further enhance mindfulness toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term, as well as to share profits with shareholders.\n\nPoints are granted according to the base amount for each position in April each year, and shares equivalent to the points based on performance are granted one year after the points are awarded. Furthermore, a restriction period on transfer is placed on the granted shares. In principle, such restriction on transfer is lifted at the time of retirement from both of the Company’s Director and Executive Officer. Any share of the Company acquired as LTI shall be continuously held, throughout their term of office and for one year after their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.\n\n \n\n119\n\n##### Table of Contents\n\nPerformance evaluations are based on key indicators that measure the degree of contribution to increasing corporate value over the mid- to long-term aiming to accelerate commitment to the key themes and further support the creation of both social and economic value. KPIs for financial indicators are the consolidated operating profit margin and profit for the year attributable to owners of the parent, which are important indicators that should be addressed to achieve the ROIC target set for the fiscal year ending March 31, 2031 described in Item 4. “Information on the Company-B. Business Overview-Preparing for the Future-‘Financial Strategy.” KPIs for non-financial indicators are directly linked to key themes: brand value, total CO2 emissions, and associate engagement. KPIs for stock indicators are the total shareholder return, which is an indicator that reflects the market evaluation of our creation of both social and economic value. Remuneration varies from 40 to 240% depending on the performance of each evaluation year.\n\n \n\nKPIs\n \n\nEvaluation method\n\n \n\nWeight\n\n \n\nFluctuation\n\n \n \n \n \n \n\nFinancial indicators\n \nConsolidated operating profit margin\n \n\nEvaluated based on degree of achievement of targets\n\n \n\n60%\n\n \n\n40 to 240%\n\n \nProfit for the year attributable to owners of the parent\n\nNon-financial indicators\n \nBrand value\n \n\n20%\n\n \nTotal CO2 emissions\n\n \nAssociate Engagement\n\nStock indicator\n \nTotal Shareholder Return\n \n\nEvaluation based on relative comparison with the dividend-inclusive TOPIX growth rate for the fiscal year\n\n \n\n20%\n\n \n\n*\n\nNon-financial indicators are evaluated based on the following indicators:\n\n \n\n-\n\nBrand value: Survey of the Company’s brand value by a third-party research firm\n\n \n\n-\n\nTotal CO2 emissions: The amount of CO2 emissions from corporate activities and products based on CO2 emissions calculation methods used commonly in Japan (and globally)\n\n \n\n-\n\nAssociate Engagement: Survey of employee activeness in each region by a third-party research firm\n\n(LTI before the fiscal year ended March 31, 2024)\n\nPoints are granted according to the base amount for each position in April each year, and shares equivalent to the points linked to performance are granted three years after the points are awarded. Therefore, the Company’s performance up to the fiscal year ended March 31, 2026, will be reflected in LTI up to the fiscal year ended March 31, 2024. Furthermore, a restriction period on transfer is placed on the granted shares. In principle, such restriction on transfer is lifted at the time of retirement from both Company’s Director and Executive Officer. Any share of the Company acquired as LTI shall be continuously held, throughout their term of office and for one year after their retirement, except where the Company permits such shares to be sold for the purpose of securing funds for the payment of taxes.\n\nPerformance evaluations are based on key indicators that measure the degree of contribution to increasing corporate value over the medium to long term. KPIs for financial indicators are consolidated operating profit margin and consolidated profit before income taxes, which vary from 50 to 150% depending on the level of growth over the past three fiscal years. KPIs for non-financial indicators are brand value, SRI indicators, and employee activeness, which vary from 50 to 150% depending on the degree of achievement of the target values for the year under evaluation.\n\n \n\n120\n\n##### Table of Contents\n\nKPIs\n \n\nEvaluation method\n\n \n\nWeight\n\n \n\nFluctuation\n\n \n \n \n \n \n\nFinancial indicators\n \nConsolidated operating profit margin\n \n\nEvaluated based on growth over the past three fiscal years\n\n \n\n35%\n\n \n\n50 to 150%\n\n \nConsolidated profit before income taxes\n \n\n35%\n\nNon-financial indicators\n \nBrand value\n \n\nEvaluated based on degree of achievement of targets\n\n \n\n30%\n\n \nSRI index\n\n \nEmployee activeness\n\n \n\n*\n\nNon-financial indicators are evaluated based on the following indicators:\n\n \n\n-\n\nBrand value: Survey of motorcycle/automobile/power products businesses by a third-party research firm\n\n \n\n-\n\nSRI index: Dow Jones Sustainability World Index\n\n \n\n-\n\nEmployee activeness: Survey of employee activeness in each region by a third-party research firm\n\nIn addition, Executive Officers who are nonresidents of Japan are not eligible for LTI, but shall be eligible for the same addition to or subtraction from the remuneration based on the performance evaluation used in LTI.\n\n \n\n5.\n\nActual payouts of STI and LTI\n\nWith respect to STI and LTI for the current fiscal year, the Compensation Committee resolved the following matters in order to respond to changes in the external environment and to ensure that the incentives function appropriately:\n\n \n\n \n-\n \n\nAs the remuneration levels set at the beginning of the fiscal year were no longer appropriate in light of changes in the business and operating environment, the base amounts of STI and LTI for the Representative Executive Officers were revised, irrespective of the compensation mix ratios determined by executive position.\n\n \n\n \n-\n \n\nAs the target values for the fiscal year ended March 31, 2026 fell significantly below the assumptions made at the time the compensation system was designed, the final performance-based coefficient for the fiscal year ended March 31, 2026 was determined by reducing the coefficient derived from the level of achievement against targets through multiplying it by the degree of deviation from the original targets.\n\n \n\n \n-\n \n\nIn order to clarify responsibility for losses arising from the revision of the automobile electrification strategy, the STI for the President and Representative Executive Officer and the Executive Vice President and Representative Executive Officer for the fiscal year ended March 31, 2026 was set at zero, regardless of the results calculated under the above-mentioned performance-based coefficient.\n\nAs a result, with respect to the compensation of the Representative Executive Officer, STI was reduced by 100% from the base amount. For LTI, the granted points for the fiscal year ended March 31, 2024, with the evaluation period from the fiscal year ended March 31, 2024 through the fiscal year ended March 31, 2026, were paid at a performance-based coefficient of 61%, while the granted points for the fiscal year ended March 31, 2026, with the fiscal year ended March 31, 2026 as the evaluation period, were paid at a performance-based coefficient of 40%.\n\nWith respect to the compensation of Executive Officers below the level of Senior Managing Executive Officer, STI was reduced by 50.7% from the base amount. For LTI, the granted points for the fiscal year ended March 31, 2024, with the evaluation period from the fiscal year ended March 31, 2024 through the fiscal year ended March 31, 2026, were paid at a performance-based coefficient of 82%, while the granted points for the fiscal year ended March 31, 2026, with the fiscal year ended March 31, 2026 as the evaluation period, were paid at a performance-based coefficient of 43%.\n\n \n\n121\n\n##### Table of Contents\n\nRecovery of Erroneously Awarded Compensation\n\nIn accordance with the rules of the United States Securities and Exchange Commission and the New York Stock Exchange, the Company has implemented a policy to recover erroneously awarded incentive-based compensation.\n\nUnder this policy, in the event that the Company is required to prepare a restatement of the financial statements, the Company shall, in principle, reasonably and promptly cause the return of all of the portion of the STI and LTI paid or granted to the Company’s Executive Officers exceeding what would have been paid or granted based on the restated financial statements. In addition, in the event that an Executive Officer of the Company commits certain misconduct, derelictions of duty, violations of the laws, or similar actions, the Company shall reasonably and promptly, as determined by the Compensation Committee, cause the return of part or all of the STI and LTI paid or granted to such Executive Officer.\n\nThe compensation subject to recovery includes STI and LTI paid or granted during the fiscal year in which a restatement of the financial statements is required or other causes for recovery arose, and the preceding three fiscal years. The Company’s policy to recover extends to Executive Officers who served as such during such period, even if they have since resigned from the position. Furthermore, LTI subject to recovery includes points awarded before the issuance of shares and shares during the transfer restriction period.\n\nMatters related to non-monetary remuneration\n\nIn order to function as a sound incentive for sustainable growth, in accordance with the criteria and procedures approved by the Compensation Committee, the Company delivers and provides the Company’s shares and dividends accruing on the Company’s shares, in conjunction with the mid- to long-term business performance.\n\nOverview of the Compensation Committee and its activities\n\nThe Compensation Committee determines the details of remuneration, for each individual Director and Executive Officer and undertakes other duties as required by laws and regulations and the Articles of Incorporation. The Compensation Committee consists of four Directors, including three Outside Directors, and the Chairperson is selected from among the independent Outside Directors.\n\nA total of ten meetings of Compensation Committee were held in fiscal year ended March 31, 2026, and all members attended all meetings.\n\nThe main matters discussed during the fiscal year ended March 31, 2026 are as follows.\n\n \n\n \n-\n \n\nBasic policy, annual activity plan\n\n \n\n \n-\n \n\nOfficers’ performance evaluation\n\n \n\n \n-\n \n\nPerformance Evaluation Criteria for STI and LTI\n\n \n\n \n-\n \n\nThe LTI and the stock delivery rules\n\n \n\n \n-\n \n\nRemuneration levels\n\nReasons for the Compensation Committee to determine that the details of individual remuneration for Directors and Executive Officers are in line with the remuneration determination policy\n\n \n\n122\n\n##### Table of Contents\n\nThe Company examines and deliberates the consistency of remuneration levels, the composition of remuneration, and the setting of targets for performance-based remuneration, etc., with the Company’s basic policy on the determination of remuneration for officers from various perspectives, based on comparisons with the external environment and information provided by external consultants.\n\nTherefore, the Compensation Committee believes that the individual remuneration for Directors and Executive Officers for the fiscal year ended March 31, 2026 is in line with the remuneration determination policy.\n\nThe total amount of fixed monthly remuneration paid to the Company’s Directors and Executive Officers during the fiscal year ended March 31, 2026 was ¥1,308 million. This amount includes fixed monthly remuneration paid to one Director who had concurrently served as Executive Officer and resigned as of April 7, 2025. In light of the seriousness of the resignation of one Director who had concurrently served as Executive Officer as a result of inappropriate conduct outside of work, President and Representative Executive Officer voluntarily returned 20% of his fixed monthly remuneration for a period of two months. The total amount of fixed monthly remuneration amount reflects the voluntary repayment of remuneration. The amount of fixed monthly remuneration paid to Executive Officers includes the amount of fixed monthly remuneration paid to the Executive Officers who were also Directors of subsidiaries of the Company.\n\nThe total amount of STI and LTI for the Company’s Directors and Executive Officers accrued for the fiscal year ended March 31, 2026 were ¥147 million and ¥112 million, respectively. To clarify the responsibility for the losses associated with the reassessment of the automobile electrification strategy, the Company decided not to pay STI to the President and Representative Executive Officer as well as the Executive Vice President and Representative Executive Officer for the fiscal year ended March 31, 2026.\n\nThe amounts of fixed monthly remuneration paid, STI and LTI accrued during the fiscal year ended March 31, 2026 are as follows:\n\n \n\n \n  \nFixed remuneration\n \n  \nPerformance-based remuneration\n \n  \nTotal\n \n\n \n  \nRemuneration\n \n  \nSTI\n \n  \nLTI\n \n  \n \n \n\n \n  \nNumber\nof persons\n \n  \nYen\n(millions)\n \n  \nNumber\nof persons\n \n  \nYen\n(millions)\n \n  \nNumber\nof persons\n \n  \nYen\n(millions)\n \n  \nYen\n(millions)\n \n\nDirectors excluding Outside Directors\n\n  \n \n2\n \n  \n¥\n116\n \n  \n \n— \n \n  \n¥\n — \n \n  \n \n— \n \n  \n¥\n — \n \n  \n¥\n116\n \n\nOutside Directors\n\n  \n \n6\n \n  \n \n107\n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n— \n \n  \n \n107\n \n\nExecutive Officers\n\n  \n \n18\n \n  \n \n1,085\n \n  \n \n15\n \n  \n \n147\n \n  \n \n15\n \n  \n \n112\n \n  \n \n1,344\n \n\n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n\nTotal\n\n  \n \n26\n \n  \n¥\n1,308\n \n  \n \n15\n \n  \n¥\n147\n \n  \n \n15\n \n  \n¥\n112\n \n  \n¥\n1,567\n \n\n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n  \n\n \n\n \n\n \n\n \n\n*\n\nDirectors excluding Outside Directors do not include five directors who concurrently serve as Executive Officers.\n\nThe amount of fixed monthly remuneration paid to Toshihiro Mibe during the fiscal year ended March 31, 2026 was ¥169 million. The amount of LTI for Toshihiro Mibe accrued for the fiscal year ended March 31, 2026 was ¥3 million.\n\nThe amount of fixed monthly remuneration paid to Noriya Kaihara during the fiscal year ended March 31, 2026 was ¥123 million. The amount of LTI for Noriya Kaihara accrued for the fiscal year ended March 31, 2026 was ¥21 million.\n\nThe amount of fixed monthly remuneration paid to Masayuki Igarashi during the fiscal year ended March 31, 2026 was ¥113 million. The amount of STI for Masayuki Igarashi accrued for the fiscal year ended March 31, 2026 was ¥10 million.\n\n \n\n123\n\n##### Table of Contents\n\nThe Board Incentive Plan\n\nFor the fiscal year ended March 31, 2019, the Company resolved to introduce a stock compensation scheme (the “Scheme”) for the purpose of further enhancing Executive Officers’ mindfulness toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term as well as seeking for the sharing of common interests with its shareholders. The continuation of the content of the Scheme was resolved for the fiscal year ended March 31, 2022 and for the fiscal year ended March 31, 2025.\n\nOutline of the Scheme\n\nThe Scheme is a stock compensation scheme that uses a BIP (Board Incentive Plan) trust (a “BIP Trust”). A BIP Trust is a scheme where, in the same way as performance share and restricted stock schemes in the U.S., shares in the Company and money are delivered and paid to Executive Officers in accordance with their positions and the degree of achievement or growth in management indicators of the Company such as performance and corporate value.\n\nContent of trust agreement\n\n \n\nType of trust\n\nAn individually-operated specified trust of money other than cash trust (third party beneficiary trust)\n\n \n\nPurpose of trust\n\nTo further enhance mindfulness of Executive Officers toward contributing to the sustained improvement of corporate value of the Company over the mid- to long-term\n\n \n\nTrustor\n\nThe Company\n\n \n\nTrustee\n\nMitsubishi UFJ Trust and Banking Corporation (Joint trustee: The Master Trust Bank of Japan, Ltd.)\n\n \n\nBeneficiaries\n\nExecutive Officers who satisfy the beneficiary requirements\n\n \n\nTrust administrator\n\nA third party which has no interests in the Company (a certified public accountant)\n\n \n\nDate of trust agreement\n\nAugust 20, 2018\n\n \n\nPeriod of trust\n\nFrom August 20, 2018 to August 31, 2027\n\n \n\nExercise of voting rights of Company shares\n\nNone\n\n \n\nClass of shares acquired\n\nCommon shares of the Company\n\n \n\nAmount of trust money added at the time of the trust period extension\n\n1,940 million yen (including trust fees and trust expenses)\n\n \n\nTiming of acquisition of shares\n\nJuly 26, 2024\n\n \n\nMethod of acquisition of shares\n\nAcquisition from stock market\n\n \n\nHolder of vested rights\n\nThe Company\n\n \n\nResidual assets\n\nThe residual assets that the Company can obtain as a holder of vested rights shall be included in the trust expenses reserve\n\n \n\n124\n\n##### Table of Contents\n\nTotal number of shares scheduled to be acquired by Executive Officers\n\n2,603,000 shares (Total number of shares scheduled to be acquired for three fiscal years from the fiscal year ended March 31, 2025)\n\nScope of persons eligible to receive beneficiary rights and other rights under the Scheme\n\nExecutive Officers who satisfy the beneficiary requirements\n\nC. Board Practices\n\nSee Item 6.A “Directors and Senior Management” for information concerning the Company’s Directors required by this item.\n\nD. Employees\n\nThe following tables list the number of Honda full-time employees as of March 31, 2024, 2025 and 2026.\n\nAs of March 31, 2024\n\n \n\nTotal\n\n  \n\nMotorcycle\nBusiness\n\n  \n\nAutomobile\nBusiness\n\n  \n\nFinancial Services\nBusiness\n\n  \n\nPower Products and\nOther Businesses\n\n194,993\n\n  \n47,980\n  \n135,829\n  \n2,409\n  \n8,775\n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\nAs of March 31, 2024, Honda had 194,993 full-time employees, including 133,573 local nationals employed in its overseas operations.\n\nAs of March 31, 2025\n\n \n\nTotal\n\n  \n\nMotorcycle\nBusiness\n\n  \n\nAutomobile\nBusiness\n\n  \n\nFinancial Services\nBusiness\n\n  \n\nPower Products and\nOther Businesses\n\n194,173\n\n  \n49,548\n  \n133,665\n  \n2,519\n  \n8,441\n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\nAs of March 31, 2025, Honda had 194,173 full-time employees, including 132,239 local nationals employed in its overseas operations.\n\nAs of March 31, 2026\n\n \n\nTotal\n\n  \n\nMotorcycle\nBusiness\n\n  \n\nAutomobile\nBusiness\n\n  \n\nFinancial Services\nBusiness\n\n  \n\nPower Products and\nOther Businesses\n\n195,109\n\n  \n52,013\n  \n131,856\n  \n2,542\n  \n8,698\n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\nAs of March 31, 2026, Honda had 195,109 full-time employees, including 131,959 local nationals employed in its overseas operations.\n\nMost of the Company’s regular employees in Japan, except management personnel, are required by the terms of the Company’s collective bargaining agreement with its labor union to become members of the Federation of All Honda Workers’ Union (AHWU), which is affiliated with the Japan Council of the International Metalworkers’ Federation. Approximately 86% of the employees of the Company and its Japanese subsidiaries were members of AHWU as of March 31, 2026.\n\n \n\n125\n\n##### Table of Contents\n\nThe Company has had labor contracts with its labor union in Japan since 1970. These contracts are renegotiated with respect to basic wages and other working conditions. The regular employees of the Company’s Japanese subsidiaries are covered by similar contracts. Since 1957, neither the Company nor any of its subsidiaries has experienced any strikes or other labor disputes that materially affected its business activities. The Company considers labor relations with its employees to be very good.\n\nHonda’s average number of temporary employees on a consolidated basis during the fiscal year ended March 31, 2026 was as follows.\n\n \n\nTotal\n\n  \n\nMotorcycle\nBusiness\n\n  \n\nAutomobile\nBusiness\n\n  \n\nFinancial Services\nBusiness\n\n  \n\nPower Products and\nOther Businesses\n\n19,484\n\n  \n\n9,058\n\n  \n\n8,846\n\n  \n\n35\n\n  \n\n1,545\n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\n  \n\n \n\nPolicy on Employee Compensation, etc.\n\nThe Company has established a policy on employee compensation and other related matters as part of its human resources strategy aligned with its business strategy. The fundamental principle of the compensation system is a performance-based approach. The Company positions this policy as a supporting foundation to attract and retain talent and implement it by maintaining a system that enables highly motivated and diverse employees to fully demonstrate their capabilities.\n\nFor non-managerial employees, the Company has introduced a system based on performance and capability, under which non-managerial employees are evaluated and compensated based on both demonstrated capabilities and results, as well as behavioral processes. Wages are determined through labor-management negotiations, taking into account the provision of a stable working environment for all employees, as well as the medium- to long-term business environment. Bonuses are also determined through labor-management negotiations, reflecting short-term business performance.\n\nFor managerial employees, the Company has adopted two compensation structures for the two types of managerial roles: “Transformation Roles,” which emphasize roles and responsibilities, and “Innovation Roles,” which emphasize the demonstration of capabilities. Each compensation structure incorporates a performance-based system tailored to the characteristics of the respective roles. In addition, compensation for managerial employees is set at a competitive level based on market compensation level. Furthermore, a stock-based compensation scheme has been introduced for certain managerial employees to enhance their commitment to improving corporate value over the medium to long term.\n\nE. Share Ownership\n\nThe total amount of the Company’s voting securities owned by its Directors and Executive Officers as a group as of the filing date of this Annual Report is as follows. The individual ownership of each of the Directors and Executive Officers is listed next to their names under Item 6.A. Directors and Senior Management.\n\n \n\nTitle of Class\n\n \n\nAmount Owned\n\n \n\n% of Class\n\nCommon Stock\n \n1,349,844 shares*1\n \n0.034%\n\nThe Company’s full-time employees are eligible to participate in the Honda Employee Shareholders’ Association, whereby participating employees contribute a portion of their salaries to the Association and the Association purchases shares of the Company’s Common Stock on their behalf. As of March 31, 2026, the Association owned 24,397,421 shares of the Company’s Common stock.\n\n \n\n*1 \n\nThe shares include 40% of the shares to be received by the directors and officers participating in the LTI program, which is the portion of such stock compensation not subject to variation under the LTI program.\n\n \n\n126\n\n##### Table of Contents\n\nThe Employee Stock Ownership Plan\n\nFrom the fiscal year beginning from April 1, 2024, the Company resolved to introduce a stock grant scheme (the Scheme) for the purpose of further enhancing Operating Executives’ mindfulness toward contributing to the key initiatives and further support the creation of social and economic value with Executive Officers.\n\nThe Company expanded the Scheme to include certain Management positions beginning from the fiscal year ending March 31, 2026 to accelerate these key initiatives and to further create mid- to long-term social and economic value through cooperation among Executive Officers, Operating Executives and Management positions.\n\nOutline of the Scheme\n\nThe Scheme is a stock grant scheme that uses an ESOP (Employee Stock Ownership Plan) trust (an “ESOP Trust”). An ESOP Trust is a scheme where, in the same way as performance share and restricted stock schemes in the U.S., shares in the Company and money are delivered and paid to Operating Executives and, beginning from the fiscal year ending March 31, 2026, to certain Management positions in accordance with the Company’s Stock Grant Regulations.\n\nContent of trust agreement\n\n \n\nType of trust\n\nAn individually-operated specified trust of money other than cash trust (third party beneficiary trust)\n\n \n\nPurpose of trust\n\nTo further enhance the attitude of Operating Executive and Management positions of contributing toward the sustained improvement of corporate value of the Company in the medium to long term\n\n \n\nTrustor\n\nThe Company\n\n \n\nTrustee\n\nMitsubishi UFJ Trust and Banking Corporation (Joint trustee: The Master Trust Bank of Japan, Ltd.)\n\n \n\nBeneficiaries\n\nEmployees who satisfy the beneficiary requirements\n\n \n\nTrust administrator\n\nA third party which has no interests in the Company (a certified public accountant)\n\n \n\nDate of trust agreement\n\nJuly 25, 2024\n\n \n\nPeriod of trust\n\nFrom July 25, 2024 to August 31, 2027\n\n \n\nExercise of voting rights of Company shares\n\nNone\n\n \n\nClass of shares acquired\n\nCommon shares of the Company\n\n \n\nAmount of trust money at the time of the trust period agreement\n\n2,940 million yen (including trust fees and trust expenses)\n\n \n\nTiming of acquisition of shares at the time of the trust period agreement\n\nJuly 26, 2024\n\n \n\n127\n\n##### Table of Contents\n\nAmount of trust money added at the time of the trust period\n\n1,048 million yen (including trust fees and trust expenses)\n\n \n\nTiming of acquisition of shares at the time of additional trust\n\nMay 26, 2025\n\n \n\nMethod of acquisition of shares\n\nAcquisition from stock market\n\n \n\nHolder of vested rights\n\nThe Company\n\n \n\nResidual assets\n\nThe residual assets that the Company can obtain as a holder of vested rights shall be included in the trust expenses reserve\n\nTotal number of shares scheduled to be acquired by Operating Executives and Management positions\n\n2,335,000 shares (Total number of shares scheduled to be acquired for three fiscal years from the fiscal year ended March 31, 2025)\n\nScope of persons eligible to receive beneficiary rights and other rights under the Scheme\n\nOperating Executives and, beginning from the fiscal year ending March 31, 2026, certain Management positions who satisfy the beneficiary requirements\n\nF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable."}