Metaplanet’s independent directors have publicly defended a controversial management stock-option plan after minority shareholders raised concerns over executive dilution during the company’s Bitcoin treasury expansion.
The plan, originally approved in 2023 when Metaplanet was a struggling hotel operator, gives CEO Simon Gerovich and four other employees the right to acquire 188 million shares at 10 yen each—far below the market price of about 286 yen. The independent directors said management purchased the rights with personal funds at fair value during a period of financial uncertainty, describing the structure as an early, high-risk investment rather than a post-success bonus.
Critics focused on how the original structure adjusted as the company issued new shares to fund Bitcoin purchases. Management’s potential allocation was designed to remain near 20% of fully diluted shares, meaning every capital raise diluted ordinary shareholders while automatically increasing the option pool. The pool expanded from roughly 46 million potential shares to a peak of 319 million before being frozen. Gerovich’s rights accounted for 113 million shares, including 64 million already exercised.
Following investor pushback, Metaplanet cut the option pool by 41% on Sept. 11, reducing it to approximately 188.2 million shares. The revision eliminated more than $220 million in potential warrant value, removed automatic adjustments linked to future equity issuance after Sept. 1, 2025, and introduced phased exercise restrictions extending through 2031. Shares acquired through exercises remain locked until August 2031. According to the company, exercised and unexercised rights now represent about 12.5% of total shares, and the changes improved fully diluted Bitcoin per share by approximately 8.8%.
Some shareholder concerns remain unresolved. The directors’ letter did not address the 64 million shares Gerovich acquired in August before the reset; those shares remain outstanding because the exercises were valid under the terms at the time. Investors have also continued to examine MMXX Ventures, a Metaplanet shareholder connected to share-sale concerns. Gerovich has said he is a significant but non-majority shareholder in MMXX’s parent company and does not participate in its trading decisions. Metaplanet disclosed voting control over MMXX but has not publicly detailed Gerovich’s personal economic interest in the entity’s share transactions.
Metaplanet’s share price closed 2% higher at 286 yen on Wednesday, but governance questions surrounding executive incentives remain central as the company positions itself as a visible corporate Bitcoin treasury.
