{"url_path":"/sec/mfg/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":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1335730/0001193125-26-283791-index.html","accession_number":"0001193125-26-283791","cik":"0001335730","ticker":"MFG","issuer_name":"MIZUHO FINANCIAL GROUP INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1335730/0001193125-26-283791-index.html","primary_entity_key":"0001335730","primary_entity_name":"MIZUHO FINANCIAL GROUP INC"},"word_count":10998,"has_tables":true,"body_markdown":"ITEM 6.\n\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n6.A. Directors and Senior Management\n\nDirectors\n\nShown below is information regarding the directors of Mizuho Financial Group, Inc. as of June 26, 2026:\n\n \n\nName\n\n \nAge\n \n \nDirector Type\n \nChair of\nthe Board\n \nCommittee Membership\n\n \nNominating\n \nCompensation\n \nAudit\n \nRisk(4)\n \nIT / Digital\nTransformation(5)\n \nHuman\nResources(6)\n\nTakashi Tsukioka\n\n \n \n75\n \n \nIndependent(1)\n \nChair\n \nChair\n \n— \n \n— \n \n— \n \n— \n \nMember\n\nKotaro Ohno\n\n \n \n74\n \n \nIndependent(1)\n \n— \n \nMember\n \n— \n \nChair\n \n— \n \n— \n \nMember\n\nHiromichi Shinohara\n\n \n \n72\n \n \nIndependent(1)\n \n— \n \nMember\n \n— \n \n— \n \n— \n \nChair\n \nMember\n\nYumiko Noda\n\n \n \n66\n \n \nIndependent(1)\n \n— \n \n— \n \nMember\n \n— \n \nMember\n \n— \n \n— \n\nTakakazu Uchida\n\n \n \n65\n \n \nIndependent(1)\n \n— \n \nMember\n \nChair\n \nMember\n \n— \n \n— \n \nMember\n\nMasahiko Tezuka\n\n \n \n64\n \n \nIndependent(1)\n \n— \n \n— \n \n— \n \nMember\n \n— \n \nMember\n \n— \n\nYuki Ikuno\n\n \n \n62\n \n \nIndependent(1)\n \n— \n \n— \n \nMember\n \n— \n \nMember\n \n— \n \n— \n\nKeiji Kojima\n\n \n \n69\n \n \nIndependent(1)\n \n— \n \nMember\n \n— \n \n— \n \n— \n \n— \n \nMember\n\nHidekatsu Take\n\n \n \n61\n \n \nNon-executive(2)\n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n\nMakoto Hitomi\n\n \n \n57\n \n \nNon-executive(2)\n \n— \n \n— \n \n— \n \nMember\n \nChair\n \nMember\n \n— \n\nMasahiro Kihara\n\n \n \n60\n \n \nExecutive(3)\n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n \nChair\n\nFusae Akamatsu\n\n \n \n57\n \n \nExecutive(3)\n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n\nShiro Shiraishi\n\n \n \n55\n \n \nExecutive(3)\n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n\nMakoto Samejima\n\n \n \n55\n \n \nExecutive(3)\n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n \n— \n\n \n\nNotes:\n\n(1)\n\nDirectors satisfying the requirements for outside directors, as defined in the Companies Act of Japan, and those for independent directors, as defined both by the Tokyo Stock Exchange, Inc. and by Mizuho Financial Group, Inc.\n\n(2)\n\nDirectors not concurrently serving as executive officers as defined in the Companies Act of Japan, employees or executive directors of Mizuho Financial Group, Inc. or its subsidiaries.\n\n(3)\n\nDirectors concurrently serving as executive officers as defined in the Companies Act of Japan (“corporate executive”).\n\n(4)\n\nThe Risk Committee consists of three directors and two outside experts (who are not directors).\n\n(5)\n\nThe IT / Digital Transformation Committee consists of three directors.\n\n(6)\n\nThe Human Resources Review Meeting consists of six directors.\n\nThe directors’ current positions, key business experiences in the past and major concurrent offices (if any) are as follows:\n\nMr. Takashi Tsukioka has been Member of the Board of Directors since June 2021. Previously, he had been Representative Director, Chairperson / Chief Executive Officer of Idemitsu Kosan Co., Ltd. He concurrently serves as Honorary Advisor of Idemitsu Kosan Co., Ltd. and Outside Director of MITSUI-SOKO HOLDINGS Co., Ltd.\n\nMr. Kotaro Ohno has been Member of the Board of Directors since June 2023. Previously, he had been Superintending Prosecutor of the Tokyo High Public Prosecutors Office and Prosecutor-General. He concurrently serves as Advisor of Atsumi & Sakai.\n\nMr. Hiromichi Shinohara has been Member of the Board of Directors since June 2023. Previously, he had been Senior Executive Vice President / Chairman of the Board of Directors of NIPPON TELEGRAPH AND TELEPHONE CORPORATION*. He concurrently serves as Executive Advisor of NTT, Inc. and Outside Director of Yamaha Corporation.\n\n \n*\n\nCurrent NTT, Inc.\n\nMs. Yumiko Noda has been Member of the Board of Directors since June 2023. Previously, she had been President and Representative Director of Veolia Japan K.K.*; and Partner, Head of PPP and Infrastructure of\n\n \n\n115\n\nPwC Advisory; and Deputy Mayor of Yokohama City. She concurrently serves as Chairman and Director of Veolia Japan GK, Outside Director of East Japan Railway Company and Outside Director of SUMITOMO CHEMICAL COMPANY, LIMITED.\n\n \n*\n\nCurrent Veolia Japan GK\n\nMr. Takakazu Uchida has been Member of the Board of Directors since June 2024. Previously, he had been Representative Director, Executive Vice President, Chief Financial Officer of MITSUI & CO., LTD.; and Governor of the Government Pension Investment Fund. He concurrently serves as Outside Director of Tokyo Electric Power Company Holdings, Inc.\n\nMr. Masahiko Tezuka has been Member of the Board of Directors since June 2025. Previously, he had been Partner, executive board member of Tohmatsu & Co.* and Chairman, President of the Japanese Institute of Certified Public Accountants. He concurrently serves as Outside Audit & Supervisory Board Member of Idemitsu Kosan Co., Ltd.\n\n \n*\n\nCurrent Deloitte Touche Tohmatsu LLC\n\nMs. Yuki Ikuno has been Member of the Board of Directors since June 2025. Previously, she had been Managing Director of Investment Banking Division, UBS Securities Japan Ltd.* She concurrently serves as a Visiting Associate Professor of Hitotsubashi University Business School and Outside Director of Bandai Namco Holdings Inc.\n\n \n*\n\nCurrent UBS Securities Japan Co., Ltd.\n\nMr. Keiji Kojima was appointed as Member of the Board of Directors in June 2026. Previously, he had been Director, Representative Executive Officer, President & COO/CEO of Hitachi, Ltd. He concurrently serves as Outside Director, Member of the Board of Marubeni Corporation and Representative Director, CEO of Shinka Tech Partners Ltd.\n\nMr. Hidekatsu Take has been a non-executive Member of the Board of Directors and Chairperson (Kaicho) since April 2026. Previously, he had been Member of the Board of Directors from June 2024 to April 2026; Corporate Executive / Head of Global Corporate Company (current Global Corporate & Investment Banking Company) from April 2022 to April 2026; Deputy President & Senior Executive Officer or in charge of similar responsibilities from April 2024 to April 2026; Head of Corporate & Institutional Company from April 2022 to April 2023; Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of Mizuho Bank, Ltd. or in charge of similar responsibilities from April 2021 to April 2022; Head of Asia Oceania from April 2018 to April 2021; and Joint Head of Americas of Mizuho Bank, Ltd. from April 2016 to April 2018.\n\nNote: Mr. Take, Chairperson (Kaicho), engages in Mizuho Financial Group’s external activities, but does not chair the Board meetings. The Board meetings are chaired by the independent director chair, Mr. Takashi Tsukioka.\n\nMr. Makoto Hitomi was appointed as a non-executive Member of the Board of Directors in June 2026. Previously, he had been Corporate Executive / Group Chief Human Resources Group (Group CHRO) or in charge of similar responsibilities from April 2024 to April 2026; General Manager of Talent Planning and Management Department or in charge of similar responsibilities from April 2020 to April 2024; General Manager of Facility Management Department from April 2019 to April 2020. General Manager of Tochigi Branch of Mizuho Bank, Ltd. from April 2016 to April 2019.\n\nMr. Masahiro Kihara has been the President & Group CEO (Representative Corporate Executive) and Member of the Board of Directors since February 2022 and June 2022, respectively. Previously, he had been Head of Global Products Unit from April 2021 to April 2022; Deputy Head of Corporate & Institutional Company and Deputy Head of Global Corporate Company from April 2021 to February 2022; Head of Strategic Planning Group of Mizuho Securities Co., Ltd. from April 2020 to April 2021; Head of Financial Control &\n\n \n\n116\n\nAccounting Group of Mizuho Securities Co., Ltd. or in charge of similar responsibilities from April 2018 to April 2021; Executive Officer, General Manager of Risk Management Department of Mizuho Securities Co., Ltd. from April 2017 to April 2018; and Project Manager of Risk Governance Enhancement Project Team from April 2014 to April 2017.\n\nMs. Fusae Akamatsu has been Senior Managing Corporate Executive / Group Chief Compliance Officer (Group CCO) since April 2026 and was appointed as Member of the Board of Directors in June 2026. Previously, she had been General Manager of Internal Audit Department of Mizuho Bank, Ltd. from May 2025 to April 2026; General Manager of Internal Audit Department from June 2024 to May 2025; General Manager of Core Compliance Department of Goldman Sachs Japan Co., Ltd. from January 2016 to June 2024; Vice President of Core Compliance Department of Goldman Sachs (Japan) Ltd., Tokyo Branch* or in charge of similar responsibilities from May 2006 to January 2016; Vice President of Equities Compliance Department of Goldman Sachs (Japan) Ltd., Tokyo Branch* from June 2005 to May 2006; served in Internal Audit Department, Goldman Sachs (Japan) Ltd., Tokyo Branch* from August 1999 to June 2005 (promoted to Vice President in 2002); and served in internal and external audit roles at a globally operating accounting firm and several global financial institutions from August 1992 to August 1999. She concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.\n\nMr. Shiro Shiraishi has been Senior Managing Corporate Executive / Group Chief Risk Officer (Group CRO) or in charge of similar responsibilities since April 2024 and was appointed as Member of the Board of Directors in June 2026. Previously, he had been Chief Audit Executive or in charge of similar responsibilities of Mizuho Bank, Ltd. from April 2022 to April 2024; Deputy Head of Retail & Business Banking Company from October 2021 to April 2022; General Manager of Retail & Business Banking Coordination Department from April 2019 to March 2022; and President of Mizuho Factors, Limited from April 2019 to March 2020. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.\n\nMr. Makoto Samejima has been Senior Managing Corporate Executive / Group Chief Financial Officer (Group CFO), General Manager of International Accounting Standards Project Team since April 2026 and was appointed as Member of the Board of Directors in June 2026. Previously, he had been Chief Audit Executive (CAE) of Mizuho Bank, Ltd. from April 2024 to April 2026; Deputy Head of Global Corporate Company or in charge of similar responsibilities from April 2022 to April 2024; and General Manager of Global Corporate Coordination Department or in charge of similar responsibilities from April 2020 to April 2022. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd., and Mizuho Trust & Banking Co., Ltd.\n\nCorporate Executives (i.e., executive officers as defined in the Companies Act of Japan)\n\n \n\n \n\n*\n\nCurrent Goldman Sachs Japan Co., Ltd.\n\n \n\n117\n\nShown below is information on the Corporate Executives of Mizuho Financial Group, Inc. as of June 26, 2026:\n\n \n\nName\n\n \nAge\n \n \n\nTitle\n\n \n\nArea of Oversight\n\nMasahiro Kihara(1)\n\n \n \n60\n \n \nPresident & Group CEO(2)\n \nPresident & Group CEO\n\nMasayuki Sugawara\n\n \n \n61\n \n \nDeputy President & Corporate Executive(2)\n \nHead of Domestic Wholesale Business /\nHead of Corporate & Investment Banking Company\n\nNaoshi Inomata\n\n \n \n59\n \n \nDeputy President & Corporate Executive\n \n\nHead of Domestic Retail Business /\n\nCo-Head of Retail & Business Banking Company\n\nShuji Matsuura\n\n \n \n57\n \n \nSenior Managing Corporate Executive\n \nHead of Global Corporate & Investment Banking Company\n\nTakefumi Yonezawa\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \nHead of Research & Consulting Unit /\nGroup Chief Sustainability Officer (Group CSuO) / In Charge of Specially Assigned Matters\n\nTatsuya Kurosawa\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Governance Officer (Group CGO)\n\nMakoto Samejima(1)\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \n\nGroup Chief Financial Officer (Group CFO) /\n\nGeneral Manager of International Accounting Standards Project Team\n\nShiro Shiraishi (1)\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Risk Officer (Group CRO)\n\nMinori Komatsu\n\n \n \n52\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Human Resources Officer (Group CHRO)\n\nShinichiro Hihara\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Information Officer (Group CIO)\n\nHideki Tsujimori\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Process Officer (Group CPrO)\n\nFusae Akamatsu(1)\n\n \n \n57\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Compliance Officer (Group CCO)\n\nMinako Nakamoto\n\n \n \n57\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Audit Executive (Group CAE)\n\nTakeshi Koyama\n\n \n \n55\n \n \nSenior Managing Corporate Executive\n \n\nGroup Chief Strategy Officer (Group CSO) /\n\nGeneral Manager of Corporate Strategy Office\n\nNobuhiro Kaminoyama\n\n \n \n58\n \n \nSenior Managing Corporate Executive\n \n\nGroup Chief Digital Transformation Officer\n\n(Group CDTO) / In Charge of Specially Assigned Matters\n\nNatsumi Akita\n\n \n \n54\n \n \nSenior Managing Corporate Executive\n \nGroup Chief Culture Officer (Group CCuO) /\nGroup Chief Branding Officer (Group CBO)\n\n \n\nNotes:\n\n(1)\n\nCorporate Executives concurrently serving as directors.\n\n(2)\n\nRepresentative Corporate Executives.\n\nThe Corporate Executives’ current positions, key business experiences in the past and major concurrent offices (if any) are as follows:\n\nFor information on Messrs. Masahiro Kihara, Fusae Akamatsu, Shiro Shiraishi and Makoto Samejima, see “—Directors”.\n\n \n\n118\n\nMr. Masayuki Sugawara has been Deputy President & Corporate Executive (Representative Corporate Executive) / Head of Domestic Wholesale Business since April 2026, and Head of Corporate & Investment Banking Company or in charge of similar responsibilities since April 2023. Previously, he had been CEO for East Asia or in charge of similar responsibilities from April 2019 to April 2023; Chairperson of Mizuho Bank (China) Ltd. from August 2019 to June 2023; and General Manager of Bangkok Branch of Mizuho Bank., Ltd. from April 2017 to April 2019. He concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd.\n\nMr. Naoshi Inomata has been Deputy President & Corporate Executive / Head of Domestic Retail Business and Co-Head of Retail & Business Banking Company since April 2026. Previously, he had been Group Chief Strategy Officer (Group CSO) or in charge of similar responsibilities from April 2020 to April 2026; and In Charge of Specially Assigned Matters from April 2019 to April 2021. He concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd.\n\nMr. Shuji Matsuura has been Senior Managing Corporate Executive / Head of Global Corporate & Investment Banking Company since April 2026. Previously, he had been CEO for the Americas or in charge of similar responsibilities from April 2021 to April 2026; Joint Head of Global Investment Banking Division and Joint Head of Investment Banking Business Division or in charge of similar responsibilities of Mizuho Securities Co., Ltd. from April 2020 to April 2021; and General Manager of Corporate Banking Department No.9 or in charge of similar responsibilities of Mizuho Bank, Ltd. from April 2018 to April 2020. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.\n\nMr. Takefumi Yonezawa has been Senior Managing Corporate Executive / Head of Research & Consulting Unit, Group Chief Sustainability Officer (Group CSuO) and In Charge of Specially Assigned Matters since April 2026. Previously, he had been Group Chief Financial Officer (Group CFO) or in charge of similar responsibilities, General Manager of International Accounting Standards Project Team and Member of the Board of Directors from April 2023 and June 2024 to April 2026; Deputy Head of Financial Control & Accounting Group from April 2022 to April 2023; General Manager of Financial Planning Department from April 2019 to April 2022; and Joint General Manager of Financial Planning Department from April 2016 to April 2019. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.\n\nMr. Tatsuya Kurosawa has been Senior Managing Corporate Executive / Group Chief Governance Officer (Group CGO) since April 2025. Previously, he had been General Manager of Sogo Shosha, Realty & Financial Sponsor Industry Department No.1 of Mizuho Bank, Ltd. from April 2023 to April 2025; General Manager of Global Products Coordination Department from April 2021 to April 2023; and General Manager of Strategic Investment Department from April 2019 to April 2021 of Mizuho Bank, Ltd. He concurrently serves as Executive Managing Director (Representative Director) of Mizuho Bank, Ltd. and Managing Executive Officer of Mizuho Trust & Banking Co., Ltd.\n\nMs. Minori Komatsu has been Senior Managing Corporate Executive / Group Chief Human Resources Officer (Group CHRO) since April 2026. Previously, she had been General Manager of Talent Planning and Management Department from April 2025 to April 2026; General Manager of Talent and Organizational Development Department from April 2024 to April 2025; Head of Corporate Sustainability Office of Asset Management One Co., Ltd. from April 2020 to April 2024; and Head of Human Resources Group of Asset Management One Co., Ltd. from October 2016 to April 2020. She concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.\n\nMr. Shinichiro Hihara has been Senior Managing Corporate Executive / Group Chief Information Officer (Group CIO) since April 2026. Previously, he had been Group Co-Chief Information Officer from April 2024 to April 2026; Deputy Group Chief Information Officer from April 2023 to April 2024; Chief of IT Sector of Mizuho Research & Technologies, Ltd. from April 2022 to April 2024; and General Manager of Executive\n\n \n\n119\n\nSecretariat from April 2020 to April 2022. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.\n\nMr. Hideki Tsujimori has been Senior Managing Corporate Executive / Group Chief Process Officer (Group CPrO) or in charge of similar responsibilities since April 2024. Previously, he had been Deputy Group Chief Process Officer from April 2023 to April 2024; and General Manager of Trust Business Solution Department No.3 from July 2021 to April 2023. He concurrently serves as Deputy President & Executive Officer (Representative Director) of Mizuho Trust & Banking Co., Ltd. and Managing Executive Officer of Mizuho Bank, Ltd.\n\nMs. Minako Nakamoto has been Senior Managing Corporate Executive / Group Chief Audit Executive (Group CAE) since April 2026. Previously, she had been Group Chief Compliance Officer (Group CCO) from April 2025 to April 2026; Group Chief Governance Officer (Group CGO) from April 2023 to April 2025; Head of Corporate Planning Department of Mizuho Securities Co., Ltd. from April 2020 to April 2023; and General Manager of Ginza Branch of Mizuho Bank, Ltd. from April 2018 to April 2020. She concurrently serves as Member of the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.\n\nMr. Takeshi Koyama has been Senior Managing Corporate Executive / Group Chief Strategy Officer (Group CSO) and General Manager of Corporate Strategy Office or in charge of similar responsibilities since April 2026 and August 2022, respectively. Previously, he had been Managing Director of Mizuho International plc from September 2021 to August 2022; Deputy General Manager of Europe Corporate Banking Department No.1 of Mizuho Bank, Ltd. from February 2018 to September 2021. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.\n\nMr. Nobuhiro Kaminoyama has been Senior Managing Corporate Executive / Group Chief Digital Transformation Officer (Group CDTO) and In Charge of Specially Assigned Matters or in charge of similar responsibilities since April 2024 and April 2025, respectively. Previously, he had been Group Chief Human Resources Group (Group CHRO) or in charge of similar responsibilities from April 2021 to April 2025; Member of the Board of Directors from June 2021 to June 2024; and General Manager of Corporate Secretariat from June 2018 to June 2021. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. , Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.\n\nMs. Natsumi Akita has been Senior Managing Corporate Executive / Group Chief Culture Officer (Group CCuO) and Group Chief Branding Officer (Group CBO) or in charge of similar responsibilities since December 2022 and April 2024, respectively. Previously, she had been Group Chief People Officer (Group CPO) from May 2022 to April 2024; Vice President of Marketing Division of Adobe Inc. from April 2018 to May 2022; Senior Director of Marketing Division of Adobe Inc. from April 2017 to April 2018; and Vice President of Japan Region of Mastercard Inc. from November 2015 to April 2017. She concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.\n\nNo family relationship exists among any of the directors and Corporate Executives.\n\n6.B. Compensation\n\nAs a Company with Three Committees under the Companies Act, compensation for each individual director and corporate executive, including bonuses, retirement allowances, incentive stock options, performance payments and stock compensation, needs to be determined at the Compensation Committee, which is required to consist of at least three directors and the majority of the member of which is required to consist of outside directors. See “Item 6. C. Board Practices” for more information regarding Mizuho Financial Group’s corporate governance.\n\nThe aggregate compensation paid by Mizuho Financial Group and its subsidiaries to the directors and corporate executives of Mizuho Financial Group for the fiscal years ended March 31, 2026 (base compensation,\n\n \n\n120\n\nStock Compensation I (paid or expected to be paid at the time of retirement) and others) and March 31, 2025 (Short-term Incentive Compensation and Stock Compensation II (paid during the term in office)) are shown in the following table:\n\n \n\n \n \n \n \n \n \n \nAggregate Amounts of Compensation by Type (in millions of yen)\n \n\n \n \n \n \n \n \n \nFor the fiscal year ended\nMarch 31, 2026\n \n \nFor the fiscal year ended\nMarch 31, 2025\n \n\nClassification\n\n \n\n \n\n \nAggregate\nAmount of\nCompensation\n(in millions\nof yen)\n \n \nBase\nCompensation\n \n \nStock\nCompensation I\n(paid or\nexpected to be\npaid at the time\nof retirement)\n \n \nOther\n \n \nShort-term\nIncentive\nCompensation\n \n \nStock\nCompensation II\n(paid during the\nterm in office)\n \n \nOther\n \n\nDirectors\n\n \nAmount\n \n \n389\n \n \n \n276\n \n \n \n54\n \n \n \n1\n \n \n \n— \n \n \n \n— \n \n \n \n57\n \n\n \nNumber of\n\nPersons\n\n \n \n12\n \n \n \n12\n \n \n \n10\n \n \n \n12\n \n \n \n— \n \n \n \n— \n \n \n \n1\n \n\nCorporate Executives\n\n \nAmount\n \n \n876\n \n \n \n347\n \n \n \n59\n \n \n \n2\n \n \n \n244\n \n \n \n221\n \n \n \n— \n \n\n \nNumber of\n\nPersons\n\n \n \n22\n \n \n \n15\n \n \n \n15\n \n \n \n15\n \n \n \n20\n \n \n \n20\n \n \n \n— \n \n\n \n\nNotes:\n\n(1)\n\nFractions are rounded down.\n\n(2)\n\nWith respect to the number of persons, the directors and corporate executives who were actually paid or expected to be paid for the fiscal years ended March 31, 2025 and 2026 are stated.\n\n(3)\n\nWith respect to the amounts, the aggregate amounts paid or expected to be paid for the fiscal years ended March 31, 2025 and 2026 are stated.\n\n(4)\n\nThe aggregate compensation paid to directors who concurrently serve as corporate executives is included in the above table as those of “corporate executives”\n\n(5)\n\nThe number of directors in the “Base Compensation” column for the fiscal year ended March 31, 2026 includes two directors who retired on June 24, 2025. The number of corporate executives for the compensation for the fiscal year ended March 31, 2025 includes seven corporate executives who resigned on April 1, 2025.\n\n(6)\n\nWith respect to Stock Compensation I for the directors and the corporate executives, the amounts given are obtained by multiplying the stock ownership points granted by the Compensation Committee of Mizuho Financial Group in July 2025 based on the functions and responsibilities of each of the Officers, as the stock ownership points granted for the fiscal year ended March 31, 2026 (one (1) point translates into one (1) share of common stock of Mizuho Financial Group) by the book value of Mizuho Financial Group stock (¥4,079.980 per share).\n\n(7)\n\nThe condolence money premiums subsidies concerning the fiscal year ended March 31, 2026 are included in the above table under the “Other” column for the fiscal year ended March 31, 2026, which are based on the decision by the Compensation Committee.\n\n(8)\n\nThe metric for such Short-term Incentive Compensation and Stock Compensation II for the fiscal year ended March 31, 2025 was consolidated ROE, our consolidated net business profits and net gains or losses related to ETFs and others and consolidated net income. The target amount and result of consolidated ROE metric were 8.0% and 9.4%, respectively. The target amount and results of the consolidated net business profits and net gains or losses related to ETFs and others metric were ¥1,070 billion and ¥1,144.2 billion, respectively. The target amount and results of the consolidated net income metric were ¥750 billion and ¥885.4 billion, respectively. All the above amount and results are based on the Japanese GAAP.\n\n(9)\n\nWith respect to the Short-term Incentive Compensation for the corporate executives, the amounts decided by the Compensation Committee of Mizuho Financial Group in July 2025 as the Short-term Incentive Compensation for the fiscal year ended March 31, 2025 are stated.\n\n(10)\n\nWith respect to Stock Compensation II for the corporate executives, the amounts given are obtained by multiplying the stock ownership points granted by the Compensation Committee of Mizuho Financial Group in July 2025 based on each position and performance, as the stock ownership points granted for the fiscal\n\n \n\n121\n\n \n\nyear ended March 31, 2025 by the book value of Mizuho Financial Group stock (¥4,079.980 per share). Stock Compensation II for the fiscal year ended March 31, 2025 is expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2027.\n\n(11)\n\nWith respect to the “Other” column for the fiscal year ended March 31, 2025, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors.\n\n(12)\n\nBecause the amount of the Short-term Incentive Compensation and Stock Compensation II to be paid with respect to the fiscal year ended March 31, 2026 has not yet been determined at present, the aggregate compensation above does not include the amount of such Short-term Incentive Compensation and Stock Compensation II; however, the necessary reserve is recorded for accounting purposes.\n\nListed companies in Japan are required under the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc., to disclose the compensation provided to their directors, audit & supervisory board members and corporate executives for the relevant fiscal year if the aggregate annual compensation per director / audit & supervisory board member / corporate executive equals or exceeds ¥100 million (including any compensation provided by major subsidiaries of such listed company as directors, audit & supervisory board members and corporate executive of such subsidiaries). The following table sets forth the relevant information that Mizuho Financial Group has disclosed pursuant to such regulations:\n\n \n\nName\n\n(Classification)\n\n \nAggregate\nAmount of\nCompensation\n(in millions\nof yen)\n \n \nCompany\n \nAggregate Amounts of Compensation by Type (in millions of yen)\n \n\n \nFor the fiscal year ended\nMarch 31, 2026\n \n \nFor the fiscal year ended\nMarch 31, 2025\n \n\n \nBase\nCompensation\n \n \nStock\nCompensation I\n(paid or\nexpected to be\npaid at the time\nof retirement)\n \n \nOther\n \n \nShort-term\nIncentive\nCompensation\n \n \nStock\nCompensation II\n(paid during the\nterm in office)\n \n \nOther\n \n\nMasahiro Kihara\n\n(Corporate Executive)\n\n \n \n256\n \n \nMizuho Financial Group\n \n \n88\n \n \n \n19\n \n \n \n0\n \n \n \n58\n \n \n \n65\n \n \n \n— \n \n\n \nMizuho Bank\n \n \n4\n \n \n \n1\n \n \n \n— \n \n \n \n3\n \n \n \n3\n \n \n \n— \n \n\n \nMizuho Trust & Banking\n \n \n1\n \n \n \n0\n \n \n \n— \n \n \n \n1\n \n \n \n1\n \n \n \n— \n \n\n \nMizuho Securities\n \n \n2\n \n \n \n0\n \n \n \n— \n \n \n \n1\n \n \n \n2\n \n \n \n— \n \n\nSeiji Imai\n\n(Director)\n\n \n \n143\n \n \nMizuho Financial Group\n \n \n70\n \n \n \n14\n \n \n \n0\n \n \n \n— \n \n \n \n— \n \n \n \n57\n \n\nHidekatsu Take\n\n(Corporate Executive)\n\n \n \n120\n \n \nMizuho Financial Group\n \n \n21\n \n \n \n4\n \n \n \n0\n \n \n \n10\n \n \n \n11\n \n \n \n— \n \n\n \nMizuho Bank\n \n \n32\n \n \n \n6\n \n \n \n— \n \n \n \n15\n \n \n \n17\n \n \n \n— \n \n\nMasayuki Sugawara\n\n(Corporate Executive)\n\n \n \n106\n \n \nMizuho Financial Group\n \n \n20\n \n \n \n3\n \n \n \n0\n \n \n \n10\n \n \n \n7\n \n \n \n— \n \n\n \n\n \nMizuho Bank\n \n \n31\n \n \n \n5\n \n \n \n— \n \n \n \n15\n \n \n \n11\n \n \n \n— \n \n\n \n\nNote:\n\n(1)\n\nFractions are rounded down.\n\n(2)\n\nA corporate executive who concurrently serves as a director is indicated as corporate executive.\n\n(3)\n\nWith respect to the “Other” column for the fiscal year ended March 31, 2025, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors.\n\nMizuho Financial Group and some of its subsidiaries, including the former Mizuho Bank and the former Mizuho Corporate Bank, abolished their respective retirement allowance programs for directors, audit & supervisory board members and officers. At the ordinary general meeting of shareholders held in June 2008, Mizuho Financial Group and such subsidiaries obtained shareholders’ approval for a payment of lump sum retirement allowances for directors and audit & supervisory board members (other than those elected after such shareholders’ meeting) at the time of their respective retirement.\n\n \n\n122\n\nIn conjunction with the abolishment of the retirement allowance program, Mizuho Financial Group obtained shareholders’ approval for the introduction of stock acquisition rights for directors (excluding outside directors) at the ordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group, the directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 16, 2029. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥190,910 as of March 31, 2026.\n\nOn September 3, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,835 stock acquisition rights on September 25, 2009. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until September 25, 2029. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥168,690 as of March 31, 2026.\n\nOn July 30, 2010, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 6,808 stock acquisition rights on August 26, 2010. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 26, 2030. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥119,520 as of March 31, 2026.\n\nOn November 18, 2011, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 12,452 stock acquisition rights on December 8, 2011. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 8, 2031. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥91,840 as of March 31, 2026.\n\nOn July 31, 2012, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 11,776 stock acquisition rights on August 31, 2012. As the directors of Mizuho Financial Group, the directors received 498 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 31, 2032. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥113,250 as of March 31, 2026.\n\nOn January 31, 2014, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 7,932 stock acquisition rights on February 17, 2014. As the directors of Mizuho Financial Group, the directors received 184 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 17, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥192,610 as of March 31, 2026.\n\nOn May 14, 2014, the Board of Directors determined to delegate to the President & CEO the authority to determine to issue stock acquisition rights to directors and executive officers, provided that Mizuho Financial\n\n \n\n123\n\nGroup would transform from a Company with Audit & Supervisory Board into a Company with Three Committees. Later, on June 24, 2014, the transformation was approved at the ordinary general meeting of shareholders.\n\nOn November 14, 2014, the President & CEO determined to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 9,602 stock acquisition rights on December 1, 2014. As the directors of Mizuho Financial Group, the directors received 126 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 1, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥186,990 as of March 31, 2026.\n\nMizuho Financial Group’s Compensation Committee resolved, at the meeting held on May 15, 2015, to discontinue the incentive stock option program along with the introduction of performance payments and stock compensation for directors and officers. In addition, the Compensation Committee resolved, at the meeting held on June 14, 2018, to amend the compensation system in order to further clarify the linkage between business performance and compensation. For further information on the current compensation system, including performance payments and stock compensation, see “Mizuho Financial Group Basic Policy for Executive Compensation” below.\n\n“Mizuho Financial Group Basic Policy for Executive Compensation”\n\nMizuho Financial Group set out the “Mizuho Financial Group Basic Policy for Executive Compensation” (the “Basic Policy for Executive Compensation”) concerning the determination of compensation for each individual director, corporate executive and executive officer as defined in our internal regulations (the “Officers”) of Mizuho Financial Group as well as Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities (the “Three Core Companies”).\n\nBasic Principle\n\nExecutive compensation shall be provided as compensation for the responsibilities assigned to and the performance of each of the Officers, and function as an incentive for each of the Officers to exercise their designated function to the fullest in our effort to realize management that contributes to value creation for various stakeholders and improve corporate value through continuous and stable corporate growth, based on our basic management policies under our corporate philosophy.\n\nExecutive Compensation System\n\n \n\n \n1.\n\nExecutive compensation for each of the Officers shall be determined based on a pre-determined executive compensation system.\n\n \n\n \n2.\n\nThe executive compensation system shall include systems and rules related to, among other factors, payment compensation standard (standard amounts), structure (such as fixed and variable portions), form (such as cash or stocks) and timing (such as regular payment or payment at retirement).\n\n \n\n \n3.\n\nThe executive compensation system shall be established in accordance with both domestic and foreign rules and guidelines concerning executive compensation.\n\n \n\n \n4.\n\nThe executive compensation system shall reflect our economic and social environment as well as our group’s medium- and long-term business performance, and we shall establish our system appropriately by referring to such systems of other companies, including our competitors, in its establishment.\n\nControl\n\n \n\n \n1.\n\nPart of an Officer’s executive compensation shall be provided on a deferred payment basis over multiple years in order to mitigate risks stemming from actions taken for short-term gains that are excessively risky or could compromise value creation for various stakeholders.\n\n \n\n124\n\n \n2.\n\nWe shall introduce, as necessary, methods to decrease or compel forfeiture of such deferred amounts or to compel forfeiture of, in whole or in part, compensation already paid. In addition, we have established and maintain a separate compensation recovery policy called the “Recovery Policy for Executive Compensation” based on Section 303A.14 of the New York Stock Exchange Listed Company Manual.\n\nGovernance\n\n \n\n \n1.\n\nIn order to effectively secure objectivity, appropriateness and fairness with respect to executive compensation, the Compensation Committee shall determine important related matters such as this policy, the design of the executive compensation system and the executive compensation for each of director and corporate executive.\n\n \n\n \n2.\n\nAll members of the Compensation Committee shall be in principle appointed from among outside directors (or at least non-executive directors), and the Chairperson thereof shall be an outside director.\n\nDisclosure\n\nIn order to effectively secure transparency with respect to executive compensation, this policy, the executive compensation system and executive compensation that has been decided, shall be disclosed in a lawful, appropriate manner through suitable means.\n\n \n\n125\n\nCompensation System\n\nCompensation for our Officers shall consist of Base Compensation, Stock Compensation I, Stock Compensation II and Short-term Incentive Compensation. Details of the compensation type, performance linkage, payment timing and payment method of each compensation type are shown in the chart below.\n\nThe proportion of each type of compensation for each of the Officers is determined according to the functions and responsibilities of each of the Officers and the proportion of corporate performance-linked compensation is determined so as to maximize the proportion of the Group CEO’s compensation. From the perspective of ensuring the effectiveness of the supervisory function, compensation for Non-executive officers responsible for management supervision shall, in principle, consist of only Base Compensation and Stock Compensation I, with respect to which the payment details are not changed due to, among other reasons, our business results, and such composition shall be, in principle, 85% and 15%, respectively.\n\n«Composition of Compensation»\n\n \n\n \n\n1.\n\nThe Compensation Committee makes the final decision considering the business environment and the existence of events that should be reflected individually.\n\n2.\n\nProfit Attributable to Owners of Parent\n\n3.\n\nDeferred payment over three years starting the fiscal year after next for payments above a certain amount.\n\n4.\n\nA system has been adopted that enables malus (forfeiture of compensation remaining unpaid) and clawback (request for return of compensation) by resolution of the Compensation Committee depending on the performance of the group or the individual.\n\n \n\n \n•\n \n\nMatters regarding corporate performance linked compensation and others\n\nStock Compensation II and Short-term Incentive Compensation, which are categorized as corporate performance-linked compensation and others, shall be determined by multiplying the base amount, which is determined based on the functions and responsibilities of each of the Officers, by a corporate performance- linked factor.\n\nThe corporate performance-linked factor for Stock Compensation II shall be determined by the Compensation Committee within the range of 0% to 150% based on an evaluation of “Profit Attributable to\n\n \n\n126\n\nOwners of Parent” (“Profit”) and other factors, which is the ultimate result of management performance, and an evaluation based on evaluation axes focused on stakeholders, which are emphasized by the Group to increase its corporate value over the medium- to long-term. For the evaluation where the evaluation axes are focused on stakeholders, we selected “Consolidated ROE” (which indicates management efficiency) and “Total Shareholder Return (TSR)” (which indicates overall shareholder returns), with respect to which the evaluation axis is “Shareholders.” In addition, we selected, among others, “Sustainable finance amount” (which indicates the outcome of responding to capital demand for resolution of environmental and societal issues), “Assessments by ESG rating agencies” (which indicates the objective assessments of sustainability promotion structure) and “Staff survey” (which indicates the status of human capital enhancement and corporate culture transformation), with respect to which the evaluation axes are “Customers,” “Economy and society” and “Employees.”\n\nThe corporate performance-linked factor for Short-term Incentive Compensation shall be determined by the Compensation Committee within the range of 0% to 150% based on an evaluation focused on Profit, which is the ultimate result of management performance, and an individual evaluation. Individual evaluation shall be conducted based on perspectives of evaluation to be set based on the functions and responsibilities of each of the Officers. All the above factors are based on the Japanese GAAP.\n\n \n\n \n•\n \n\nMatters regarding non-monetary compensation (Stock Compensation)\n\nWe have introduced a stock compensation system utilizing a trust (the “System”). The System operates through the Board Benefit Trust (BBT), in which our shares are acquired from the stock market through the trust using funds contributed by us and are provided to the Officers in accordance with the stipulated Rules of Distribution of Officer Shares. The System consists of Stock Compensation I and Stock Compensation II.\n\nStock Compensation I refers to a system in which a fixed number of shares is given to an Officer at the time of their retirement, which is determined by the functions and responsibilities of each of the Officers at the time. This system allows for a reduction or forfeiture of the compensation depending on the performance of the group or the individual.\n\nStock Compensation II is a system in which deferred payments over three years will be made in the form of shares determined in accordance with the evaluation based on Profit and others and the evaluation in which the evaluation axes are focused on stakeholders. The system allows for a reduction or forfeiture of the deferred compensation depending on the performance of the group or the individual.\n\nThe voting rights pertaining to the shares owned by the trust shall not be exercised.\n\nCompensation Determination Process\n\nThe Compensation Committee shall determine the executive compensation system, including the compensation system set out in “Compensation System,” taking into account the Basic Policy for Executive Compensation. In addition, in order to ensure fairness and objectivity concerning the compensation for each of the Officers, the Compensation Committee shall determine the compensation for each individual director and corporate executive of Mizuho Financial Group and approve the compensation of each individual director of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd. and Mizuho Securities Co., Ltd.\n\nThe President & CEO, pursuant to this policy and regulations and detailed rules, etc., shall determine the compensation for each executive officer as defined in our internal regulations, and approve the compensation of each individual executive officer of the Three Core Companies.\n\nThe Compensation Committee shall verify the validity of the compensation system and standards based on economic and social conditions and survey data with respect to management compensation provided by external specialized organizations.\n\n \n\n127\n\nThe Compensation Committee may have officers who are not members of the committee (including officers of the Three Core Companies) such as the President & CEO and external experts, etc., attend its meetings and provide their opinion in order to facilitate adequate and appropriate discussions and determinations.\n\nRevision and Abolishment of the Policy\n\nRevision and abolishment of the Basic Policy for Executive Compensation shall be resolved by the Compensation Committee of Mizuho Financial Group.\n\n6.C. Board Practices\n\nUnder the Companies Act, Companies with Three Committees are required to establish a nominating committee, a compensation committee and an audit committee and the majority of the respective committee members must be outside directors, as defined under the Companies Act. Such companies are also required to appoint corporate executives.\n\nMizuho Financial Group transformed into a Company with Three Committees from a Company with Audit & Supervisory Board in June 2014. We believe that, under the current legal system, a Company with Three Committees is the most effective as a system to realize the basic policy regarding our corporate governance system for the following reasons:\n\n \n\n \n•\n \n\nTo allow corporate executives to make swift and flexible decisions on business execution delegated by the Board of Directors and to implement business execution, and to allow the Board of Directors to focus on determining matters such as basic management policies and effectively supervising management.\n\n \n\n \n•\n \n\nTo secure to the fullest extent possible a checks and balances function that fully utilizes the viewpoints of outside parties and objectively secure appropriateness and fairness in decision-making through members of the Nominating Committee, the Compensation Committee and the Audit Committee, which consist mainly of outside directors.\n\n \n\n \n•\n \n\nTo make possible the creation of systems that are necessary to realize the fundamental perspectives regarding our corporate governance in a form that takes into account what we aim to be and our challenges.\n\n \n\n \n•\n \n\nTo be in line with governance systems that are required globally with a strong recognition that we operate globally and are in a position in which we should play a leading role in the industry as a financial group that is a G-SIFI to continue constructing an even stronger governance system that will agilely respond to domestic and global structural changes and overcome a highly competitive environment; and as a result, to allow us to fulfill our social role and mission, which is to realize continuous and stable corporate growth and improved corporate value and shareholder interests and contribute to domestic and global economic and industrial development and prosperity of society, in response to the demands of our stakeholders.\n\nPursuant to its articles of incorporation, Mizuho Financial Group has established general meetings of shareholders, individual directors, the Board of Directors, the Nominating Committee, the Compensation Committee, the Audit Committee and an independent accounting auditor as the primary components of its corporate governance system.\n\nBoard of Directors\n\nUnder the Companies Act, directors are elected by resolution of the general meetings of shareholders, and their term of office ends at the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following their appointment.\n\n \n\n128\n\nIn addition, under the Companies Act, the duties of the board of directors include making decisions on business execution and supervision of the execution of duties of directors and corporate executives, and by its resolution, it may delegate making decisions on business execution (excluding certain specified matters) to the corporate executives.\n\nThe main roles of the Board of Directors are making decisions on business execution such as basic management policies, which are legally matters to be determined solely by the Board of Directors, and supervising the execution of duties by directors and corporate executives. In order to fulfill the roles mentioned above, the Board of Directors shall appropriately establish and supervise the operation of the internal control systems (regarding matters such as risk management, compliance and internal auditing) and risk governance systems of our group. The Board of Directors shall, in principle, delegate to our President & CEO, who is also our Group CEO, decisions on business execution (excluding matters that are legally required to be determined solely by the Board of Directors), for the purpose of realizing swift and flexible decision-making and expeditious corporate management and strengthening the supervision of directors and corporate executives by the Board of Directors.\n\nPursuant to the articles of incorporation, Mizuho Financial Group may have no more than 15 directors. Mizuho Financial Group maintains the following structure in order to manage the Board of Directors in an effective and stable manner. In light of the role of the Board of Directors to supervise management, (i) outside directors and internal directors who do not concurrently serve as persons performing executive roles (“Internal Non-Executive Directors,” and together with outside directors, “Non-Executive Directors”) comprise a majority of the directors in the Board of Directors and (ii) at least a third of the members of the Board of Directors are outside directors. Currently, the Board of Directors consists of a total of 14 directors (eight outside directors, two Internal Non-Executive Directors and four directors concurrently serving as corporate executives).\n\nThe Chairperson of the Board of Directors shall, in principle, be an outside director (or at least a Non-Executive Director) in light of the role of the Board of Directors to supervise management. Currently, Mr. Takashi Tsukioka serves as the Chairperson of the Board of Directors.\n\nThe Board of Directors held 14 meetings in the fiscal year ended March 31, 2026. In particular, the Board discussed the direction of medium- to long-term business strategy, status of the initiatives for sustainability, digital transformation, corporate culture transformation, and stable business operations. The average attendance rate was 99%.\n\nNominating Committee\n\nUnder the Companies Act, the nominating committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the nominating committee include the determination of the contents of proposals regarding the appointment and dismissal of directors to be submitted to the general meetings of shareholders.\n\nThe main roles of the Nominating Committee of Mizuho Financial Group are determining the contents of proposals regarding the appointment and dismissal of directors of Mizuho Financial Group to be submitted to the general meetings of shareholders, exercising the approval rights held by Mizuho Financial Group with respect to the appointment and dismissal of directors of each of the Three Core Companies, and exercising the approval rights held by Mizuho Financial Group with respect to the appointment and removal of representative directors and senior directors of each of the Three Core Companies.\n\nThe Chairperson of the Nominating Committee shall be an outside director, and in principle its members shall be appointed from among outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the appointment of directors. Currently, all members of the Nominating Committee, including the Chairperson, are outside directors. As of June 26, 2026, the members of the\n\n \n\n129\n\nNominating Committee are Mr. Takashi Tsukioka (Chairperson), Mr. Kotaro Ohno, Mr. Hiromichi Shinohara, Mr. Takakazu Uchida and Mr. Keiji Kojima.\n\nThe Nominating Committee held 10 meetings in the fiscal year ended March 31, 2026. In particular, the Committee discussed the composition of the Board of Directors of MHFG and the Three Core Companies, aiming to enhance the overall governance of the group, and director nomination and appointment. The average attendance rate was 100%.\n\nCompensation Committee\n\nUnder the Companies Act, the compensation committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the compensation committee include the determination of the compensation for each individual director and corporate executive.\n\nThe main roles of the Compensation Committee of Mizuho Financial Group are determining the compensation for each individual director and corporate executive of Mizuho Financial Group, exercising the approval rights held by Mizuho Financial Group regarding compensation of each individual director of the Three Core Companies, and determining the basic policies and compensation system for directors and corporate executives of Mizuho Financial Group and the Three Core Companies.\n\nThe Chairperson of the Compensation Committee shall be an outside director, and in principle its members shall be appointed from among the outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the compensation of directors and corporate executives. Currently, all members of the Compensation Committee, including the Chairperson, are outside directors. As of June 26, 2026, the members of the Compensation Committee are Mr. Takakazu Uchida (Chairperson), Ms. Yumiko Noda and Ms. Yuki Ikuno.\n\nThe Compensation Committee held 7 meetings in the fiscal year ended March 31, 2026. The Committee discussed the determination of individual compensation for directors and corporate executives, the determination of performance-linked compensation for the fiscal year ended March 31, 2025, the verification and review of our group’s executive compensation system in light of our group’s management environment and domestic and international economic trends, and the verification and review of compensation levels in light of market research. The average attendance rate was 100%.\n\nAudit Committee\n\nUnder the Companies Act, the audit committee is required to consist of at least three Non-Executive Directors, and the majority of its members is required to consist of outside directors. The duties of the audit committee include the audit of the execution of duties by directors and corporate executives and preparation of audit reports.\n\nThe main roles of the Audit Committee of Mizuho Financial Group are auditing the execution of duties by the directors and corporate executives, monitoring and inspecting the establishment and management of the internal control system of Mizuho Financial Group and its subsidiaries, monitoring and inspecting the condition of the execution of duties with respect to corporate management of subsidiaries and others by corporate executives, preparing audit reports, determining the contents of proposals regarding the appointment, dismissal and non-reappointment of accounting auditors to be submitted to the general meeting of shareholders, and making resolutions on important matters related to internal audits, such as the basic policy for internal audits, the basic internal audit plan, budgets of the Internal Audit Group, the entrustment and the remuneration of the Group CAE, and the assignment of the General Manager of the Internal Audit Group.\n\nThe Audit Committee audits the legality and appropriateness of the execution of duties by directors and corporate executives and executes its duties through effective coordination with internal control departments,\n\n \n\n130\n\nincluding the Internal Audit Group, the Compliance Group, the Risk Management Group, the Strategic Planning Group, and the Financial Control & Accounting Group, etc., on the premise of the establishment and management of an internal control system of Mizuho Financial Group and its subsidiaries. The Audit Committee shall, whenever necessary, gather information based on its right to collect reports from directors and corporate executives and employees of Mizuho Financial Group and its subsidiaries and investigate business and property of Mizuho Financial Group and its subsidiaries.\n\nGiven that it is necessary for the Audit Committee to gather information through internal directors who are familiar with the financial business and related regulations, share information among the Audit Committee and to have sufficient coordination with internal control departments, Mizuho Financial Group shall in principle appoint one or two Internal Non-Executive Directors as full-time members of the Audit Committee. The majority of its members including the Chairperson shall be outside directors. Currently, among the four members of the Audit Committee, one member is appointed among Internal Non-Executive Directors as a full-time member of the Audit Committee, and three members including the Chairperson are appointed among outside directors. As of June 26, 2026, the members of the Audit Committee are Mr. Kotaro Ohno (Chairperson), Mr. Takakazu Uchida, Mr. Masahiko Tezuka and Mr. Makoto Hitomi.\n\nThe Audit Committee held 16 meetings in the fiscal year ended March 31, 2026. In particular, the Committee confirmed the effectiveness of the Structure for Ensuring Appropriate Conduct of Operations (internal control system) and provided relevant opinions. Moreover, the Committee monitored the progress of key strategies in the executive departments, recognition of issues, and efforts to strengthen internal management systems with priority. The average attendance rate was 100%.\n\nThe members of the Audit Committee shall meet independence requirements under the U.S. securities laws and regulations as may from time to time be applicable to Mizuho Financial Group. Further, at least one member of the Audit Committee shall be a “financial expert” as defined under U.S. laws.\n\nMizuho Financial Group has established committees and other organizations on a voluntary basis in addition to the above legally-required three committees as set forth below:\n\n \n\n \n•\n \n\nRisk Committee\n\nThe Risk Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decision-making and supervision relating to risk governance and supervision of matters such as the status of risk management.\n\nThe Risk Committee shall, in principle, comprise no less than three members who shall be Non-Executive Directors or outside experts. Currently, the Risk Committee comprises an Internal Non-Executive Director, who serves as the Chairperson, two outside directors, and two outside experts.\n\nThe Risk Committee held 7 meetings in the fiscal year ended March 31, 2026. In particular, the Committee discussed the selection of top risks, the operational status of the risk appetite framework, the status of comprehensive risk management, the status of sustainability initiatives and business and risk awareness in overseas regions. The average attendance rate was 94%.\n\n \n\n \n•\n \n\nIT / Digital Transformation Committee\n\nThe IT / Digital Transformation Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decisions and supervision related to IT and digital transformation and supervision of the status of IT risk management.\n\nThe IT / Digital Transformation Committee shall, in principle, comprise no less than three members who shall be Non-Executive Directors or outside experts. Currently, the IT / Digital Transformation Committee comprises two outside directors, one of whom serves as the Chairperson and an Internal Non-Executive Director.\n\n \n\n131\n\nThe Committee held 6 meetings in the fiscal year ended March 31, 2026. In particular, the Committee discussed the status of the initiatives for IT and digital transformation, the status of the initiatives for stable business operations, the status of the initiatives for material IT Projects, the status of management of IT risk and cybersecurity risk. The average attendance rate was 97%.\n\n \n\n \n•\n \n\nHuman Resources Review Meeting\n\nThe Human Resources Review Meeting shall deliberate over plans for the appointment and dismissal of Mizuho Financial Group’s corporate executives and plans for the appointment and removal of, and commissioning of Mizuho Financial Group’s corporate executives with special titles, such plans to be decided upon by the Board of Directors.\n\nThe Human Resources Review Meeting shall comprise the members of the Nominating Committee and our Group CEO, from the perspective of ensuring transparency and fairness in the appointment of corporate executives.\n\nThe Human Resources Review Meeting held 7 meetings in the fiscal year ended March 31, 2026. In particular, the Meeting discussed the succession of key executives, and personnel changes for executive line officers in the fiscal year ending March 31, 2027. The average attendance rate was 100%.\n\n \n\n \n•\n \n\nOutside Director Session\n\nThe Outside Director Session shall comprise only outside directors, and shall exchange information and share understanding with each other, and provide objective and candid opinions to the management based on the outside directors’ perspectives as outsiders as necessary.\n\nThe Outside Director Session held 3 meetings in the fiscal year ended March 31, 2026. In particular, outside directors exchanged opinions each time with the outside directors of the Three Core Companies on permeation of corporate identity, transformation of corporate culture, focus areas of the banking, trust,and securities businesses, business transformation and global governance. The average attendance rate was 92%.\n\nCorporate Executives\n\nUnder the Companies Act, Companies with Three Committees are required to appoint at least one corporate executive by resolution of the board of directors, and its term of office ends at the close of the meeting of the board of directors initially convened following the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following appointment. Corporate executives shall decide on the business execution delegated by a resolution of the board of directors and implement business execution.\n\nCorporate executives of Mizuho Financial Group take charge of making decisions on business execution delegated by a resolution of the Board of Directors and implementing business execution of Mizuho Financial Group.\n\nMizuho Financial Group can appoint, as corporate executives, our Group CEO and, in principle, can select and appoint corporate executives from among the heads of In-house Companies and Units and our Group CxOs*, based on the policy that it is necessary to appoint, as corporate executives, people who make decisions on business execution delegated by the Board of Directors as managers of Mizuho Financial Group and who assume a comprehensive role of business execution.\n\nOur President & CEO is responsible for business execution at Mizuho Financial Group.\n\n \n\n \n*\n \n\nReference:\n\nGroup CGO: Group Chief Governance Officer (responsible for corporate planning and management)\n\n \n\n132\n\nGroup CFO: Group Chief Financial Officer (responsible for financial strategy and financial management)\n\nGroup CRO: Group Chief Risk Officer (responsible for risk governance)\n\nGroup CHRO: Group Chief Human Resources Officer (responsible for human resources strategy and human resources management)\n\nGroup CPO: Group Chief People Officer (responsible for human resources and organizational development)\n\nGroup CIO: Group Chief Information Officer (responsible for IT strategy, systems management and systems operations)\n\nGroup CPrO: Group Chief Process Officer (responsible for strategy, promotion and management of administrative processes)\n\nGroup CCO: Group Chief Compliance Officer (responsible for compliance management)\n\nGroup CAE: Group Chief Audit Executive (responsible for internal auditing)\n\nGroup CSO: Group Chief Strategy Officer (responsible for group strategy development and promotion)\n\nGroup CDTO: Group Chief Digital Transformation Officer (responsible for digital transformation strategy and promotion)\n\nGroup CSuO: Group Chief Sustainability Officer (responsible for sustainability strategy and promotion)\n\nGroup CCuO: Group Chief Culture Officer (responsible for corporate culture)\n\nGroup CBO: Group Chief Branding Officer (responsible for branding strategy and promotion)\n\nAgreements with Directors, etc.\n\nNone of the directors has service contracts with Mizuho Financial Group providing for benefits upon termination of service.\n\nMizuho Financial Group’s articles of incorporation, in accordance with the Companies Act, allows the company to enter into an agreement with outside directors that limits their liabilities incurred in connection with their service. The limitation of liabilities under such agreement, if the outside director performed his/her duty in good faith without gross negligence, must be the higher of either (i) a pre-determined amount not less than ¥20 million or (ii) the amount prescribed in laws and regulations, which is currently equivalent to two times the annual compensation of such outside director. Pursuant to the provisions in its articles of incorporation, Mizuho Financial Group has entered into such agreements with all of its outside directors that are in office.\n\nBased on the rules of the Tokyo Stock Exchange, listed companies are required to have at least one member of the board of directors or one member of the audit & supervisory board to be “independent.” Further, companies listed on the Prime Market with independent outside directors being less than one-third of the members of the board must disclose the reason for it. Currently, all of Mizuho Financial Group’s outside directors meet such independence requirements, and the number of Mizuho Financial Group’s independent outside directors meets such ratio requirements.\n\nFor additional information on directors and the board practices, see “Item 6.A. Directors and Senior Management-Directors” and “Item 10.B. Additional Information-Memorandum and Articles of Association” in this annual report.\n\nThe rights of holders of American Depositary Receipts, or ADRs, which evidence ADSs, including such ADR holders’ rights relating to corporate governance practices, are governed by the deposit agreement, which is included as Exhibit 2.2 to this annual report.\n\n \n\n133\n\nCorporate Governance Practices\n\nCompanies listed on the New York Stock Exchange, or NYSE, must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual. However, NYSE-listed companies that are foreign private issuers meeting certain criteria, such as Mizuho Financial Group, are permitted to follow home country practices in lieu of certain provisions of Section 303A, and the company is relying on this exemption. See “Item 16.G. Corporate Governance” for a summary of significant ways in which corporate governance practices of Mizuho Financial Group differ from those followed by NYSE-listed U.S. companies.\n\n6.D. Employees\n\nAs of March 31, 2024, 2025 and 2026, we had 52,307, 52,554 and 52,427 employees, respectively, on a consolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had an average of approximately 12,112 temporary employees during the fiscal year ended March 31, 2026.\n\nThe following tables show our full-time employees as of March 31, 2026 and the average number of temporary employees for the fiscal year ended March 31, 2026, each broken down based on business segment and geographical location.\n\n \n\nBusiness segment\n\n  \nNumber of\nfull-time employees\n \n \nAverage number of\ntemporary employees\n \n\nRetail & Business Banking Company\n\n  \n \n19,324\n \n \n \n6,877\n \n\nCorporate & Investment Banking Company\n\n  \n \n4,586\n \n \n \n368\n \n\nGlobal Corporate & Investment Banking Company\n\n  \n \n12,565\n \n \n \n77\n \n\nGlobal Markets Company\n\n  \n \n1,289\n \n \n \n93\n \n\nAsset Management Company\n\n  \n \n1,494\n \n \n \n177\n \n\nOthers\n\n  \n \n13,169\n \n \n \n4,520\n \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nTotal\n\n  \n \n52,427\n \n \n \n12,112\n \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nLocation\n\n  \nPercentage of\nfull-time employees\n \n \nAverage percentage of\ntemporary employees\n \n\nJapan\n\n  \n \n75.2\n% \n \n \n99.4\n% \n\nAmericas\n\n  \n \n7.4\n% \n \n \n0.0\n% \n\nEurope\n\n  \n \n4.0\n% \n \n \n0.4\n% \n\nAsia/Oceania (excluding Japan) and others\n\n  \n \n13.5\n% \n \n \n0.1\n% \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nTotal\n\n  \n \n 100\n% \n \n \n 100\n% \n\n  \n\n \n\n \n\n \n \n\n \n\n \n\n \n\nMost of our full-time non-management employees in Japan are members of a labor union. Outside Japan, some of our employees are members of local unions. We consider our labor relations with employees to be good.\n\n6.E. Share Ownership\n\nShown below are two types of numbers of shares of Mizuho Financial Group’s common stock held as of March 31, 2026, by its directors and corporate executives (currently in office as of June 26, 2026): One column shows the actual number of shares held; and the other shows the potential number of additional shares to be held (i.e., the number of shares that are scheduled to be delivered equivalent to the stock ownership points granted by the stock compensation system).\n\n \n\n134\n\nDirectors\n\n  \nActual number of\nshares held\n \n  \nPotential number of\nadditional shares to be held\n \n\nTakashi Tsukioka\n\n  \n \n2,554\n \n  \n \n6,330\n \n\nKotaro Ohno\n\n  \n \n0\n \n  \n \n3,070\n \n\nHiromichi Shinohara\n\n  \n \n0\n \n  \n \n3,070\n \n\nYumiko Noda\n\n  \n \n0\n \n  \n \n3,070\n \n\nTakakazu Uchida\n\n  \n \n1,509\n \n  \n \n1,650\n \n\nMasahiko Tezuka\n\n  \n \n957\n \n  \n \n2,740\n \n\nYuki Ikuno\n\n  \n \n0\n \n  \n \n750\n \n\nKeiji Kojima\n\n  \n \n0\n \n  \n \n0\n \n\nHidekatsu Take\n\n  \n \n29,214\n \n  \n \n39,548\n \n\nMakoto Hitomi\n\n  \n \n4,365\n \n  \n \n5,356\n \n\nMasahiro Kihara\n\n  \n \n31,949\n \n  \n \n82,692\n \n\nFusae Akamatsu\n\n  \n \n0\n \n  \n \n778\n \n\nShiro Shiraishi\n\n  \n \n7,551\n \n  \n \n6,097\n \n\nMakoto Samejima\n\n  \n \n3,190\n \n  \n \n1,703\n \n\n \n\nCorporate Executives\n\n  \nActual number of\nshares held\n \n  \nPotential number of\nadditional shares to be held\n \n\nMasahiro Kihara\n\n  \n \nSee above\n \n  \n \nSee above\n \n\nMasayuki Sugawara\n\n  \n \n30,122\n \n  \n \n34,019\n \n\nNaoshi Inomata\n\n  \n \n16,773\n \n  \n \n33,610\n \n\nShuji Matsuura\n\n  \n \n12,201\n \n  \n \n25,551\n \n\nTakefumi Yonezawa\n\n  \n \n4,157\n \n  \n \n12,136\n \n\nTatsuya Kurosawa\n\n  \n \n4,303\n \n  \n \n1,479\n \n\nMakoto Samejima\n\n  \n \nSee above\n \n  \n \nSee above\n \n\nShiro Shiraishi\n\n  \n \nSee above\n \n  \n \nSee above\n \n\nMinori Komatsu\n\n  \n \n0\n \n  \n \n659\n \n\nShinichiro Hihara\n\n  \n \n6,221\n \n  \n \n10,529\n \n\nHideki Tsujimori\n\n  \n \n2,866\n \n  \n \n6,097\n \n\nFusae Akamatsu\n\n  \n \nSee above\n \n  \n \nSee above\n \n\nMinako Nakamoto\n\n  \n \n4,532\n \n  \n \n12,136\n \n\nTakeshi Koyama\n\n  \n \n8,984\n \n  \n \n1,048\n \n\nNobuhiro Kaminoyama\n\n  \n \n16,276\n \n  \n \n30,629\n \n\nNatsumi Akita\n\n  \n \n7,577\n \n  \n \n16,299\n \n\nNone of the directors or corporate executives is the owner of more than one percent of Mizuho Financial Group’s common stock, and no director or corporate executives has voting rights with respect to our common stock that are different from any other holder of our common stock.\n\nFor information on our stock compensation system for directors and corporate executives, see “Item 6.B Compensation.”\n\n \n\n135\n\nWe maintain an employee stock ownership plan under which participating employees of the companies listed below are able to contribute funds deducted from their salary and bonus payments to purchase our shares. The plan administrator makes open-market purchases of our shares for the account of the plan on a monthly basis. The companies contribute matching funds equivalent to 10% of the amounts contributed by the participating employees. The following table shows the number of shares that the plan held as of March 31, 2026:\n\n \n\n \n  \n\nAs of March 31, 2026\n\n \n\nPlan\n\n  \n\nEmployer companies\n\n  \nNumber of\nshares owned\n \n\nMizuho Employee Stock Ownership Plan\n\n  \nMizuho Financial Group\n  \n\n  \nMizuho Bank\n  \n\n  \nMizuho Trust & Banking\n  \n\n  \nMizuho Research & Technologies\n  \n\n  \nMizuho Securities\n  \n\n  \n\n  \n\n \n\n \n\n \n\nTotal\n\n  \n\n  \n \n13,823,886\n \n\n  \n\n  \n\n \n\n \n\n \n\n6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable."}