The independent board members of Bitcoin treasury firm Metaplanet (3350) defended a disputed management stock-option scheme that permits CEO Simon Gerovich along with four additional personnel to purchase 188 million shares at 10 yen apiece, significantly below the prevailing market value of approximately 286 yen.
A peculiar aspect of the initial framework triggered the primary controversy: management’s potential share allocation was structured to stay close to 20% of Metaplanet’s fully diluted equity. Consequently, whenever the enterprise distributed fresh shares to accumulate capital for bitcoin acquisitions, current investors experienced dilution, while the quantity of shares accessible for leadership to monetize grew automatically.
Established back in 2023 when Metaplanet operated as a struggling hospitality business, the original blueprint meant that following the corporate pivot toward bitcoin purchases in April 2024, every single equity sale to expand treasury reserves diluted existing holders while amplifying Gerovich’s potential rewards.
That total reward pool expanded with every new equity issuance for bitcoin acquisitions, climbing from roughly 46 million prospective shares up to 319 million prior to a subsequent freeze on the available reward volume. At that stage, Gerovich’s options accounted for 113 million shares, with 64 million already exercised.
Following considerable shareholder pushback, Metaplanet slashed this pool by 41% on September 11.
Within a subsequent letter released on September 29, the independent directors contended that the preliminary scheme—endorsed by the majority of shareholders at that time—remained fair given the adverse conditions surrounding its inception.
Leadership acquired these rights at true fair market value using personal financial resources while the corporation, then a distressed hotel operator, encountered severe financial distress with zero guarantees of a successful corporate turnaround. None of the current independent directors served on the board when those rights were originally granted.
The central argument from the directors is that these options ought not to be misconstrued as an oversized executive bonus handed out solely after the bitcoin strategy paid off. Instead, they framed the initiative as an early financial venture by executives who assumed substantial risks to rescue the organization, coupled with a long-term motivation to align their interests with ongoing prosperity.
Furthermore, the board argued that industry comparisons should factor in founder equity stakes alongside executive remuneration, emphasizing that management’s cash compensation stayed modest.
According to the company, the September 11 reduction, which trimmed the reward pool down to 188.2 million shares, erased over $220 million in prospective warrant value. This adjustment also terminated automatic recalculations for equities issued past September 1, 2025, and introduced phased exercise limitations stretching through 2031 for the remaining options. Shares previously secured via exercise remain restricted from trading until August 2031.
These adjustments elevated the fully diluted bitcoin holdings per share by about 8.8%, according to corporate statements. Exercised and unexercised options currently comprise roughly 12.5% of all outstanding shares, based on director figures.
The board noted that Gerovich, the sole director possessing these rights, abstained entirely from the review discussions and final voting procedures.
Unanswered questions
Despite these explanations, the communication from the directors left several issues underlying the shareholder discontent unaddressed.
Most notably, the letter fails to mention the 64 million shares acquired by Gerovich through rights exercises executed in August, prior to the September 11 revision of the original framework. Those equities remain in circulation, and the firm previously stated they will not be rescinded because the exercises fully complied with active regulations at that time.
Additionally, the statement omitted clarifications regarding MMXX Ventures, a Metaplanet investor whose equity disposals and Gerovich’s personal financial exposure to the entity have sparked investor scrutiny.
MMXX unloaded Metaplanet stock subsequent to the adoption of the corporate bitcoin strategy, during a period when Metaplanet itself was securing funds through a public share offering.
Gerovich clarified that he maintains a substantial minority stake in the parent company of MMXX and does not take part in its operational trading choices. Although Metaplanet disclosed its voting authority over MMXX, it never publicly clarified the depth of its personal economic stake in the entity’s stock transactions.
Originally published at https://www.coindesk.com/markets/2026/09/30/metaplanet-directors-push-back-against-shareholder-fury-over-a-controversial-executive-payout-plan.
