Metaplanet’s independent directors have defended the company’s executive share compensation plan following shareholder criticism over potential dilution, arguing that management purchased the rights using personal funds when the company was facing financial uncertainty.
In a letter dated September 29, the directors said the Series 10 stock acquisition rights were introduced when Metaplanet was still operating as a hotel business, before it adopted its Bitcoin treasury strategy. They also highlighted changes to the plan that reduced the potential share pool by 41.1%, following investor concerns.
The revised structure reduces the potential shares linked to the program from approximately 319.46 million to 188.19 million. The company also introduced stricter exercise conditions and ended automatic adjustments that previously increased the potential share pool as Metaplanet issued additional equity.
Metaplanet Defends Original Compensation Structure
According to the directors, executives purchased the stock rights at fair value and accepted long-term vesting conditions while receiving lower cash compensation than comparable executives, as described by the board.
The original plan was approved by shareholders at an extraordinary general meeting in February 2023. The directors said more than 98% of voting rights supported the proposal, falling to 78.3% when the votes of then-majority shareholder EVO were excluded.
However, criticism increased as Metaplanet issued shares to finance its Bitcoin purchases. The plan’s adjustment mechanism caused the number of potential shares attached to the executive rights to increase, raising concerns about dilution among existing shareholders.
CEO’s Share Exercise Remains Under Scrutiny
The directors confirmed that CEO Simon Gerovich did not participate in deliberations or voting on the plan because he holds the affected stock rights.
However, questions remain about the 64.03 million shares Gerovich received after exercising 92,000 Series 10 rights in August, before the September revision took effect. According to the company’s disclosure, his direct shareholding increased from approximately 15.56 million to 79.59 million shares.
The newly acquired shares remain subject to a transfer restriction until August 17, 2031. The September changes did not cancel shares already issued through valid exercises.
The directors’ latest statement also did not resolve questions surrounding MMXX Ventures, a Metaplanet shareholder in which Gerovich has said he holds a significant but non-majority interest in its parent company. He has denied making MMXX’s investment or trading decisions.
Company Plans New Incentive Structure
Metaplanet said it is working with an international compensation adviser to develop a new performance-linked executive incentive plan. Details of the proposed structure and its implementation timeline have not been disclosed.
The developments come as Metaplanet continues expanding its Bitcoin treasury strategy. The company reported holdings of 43,000 BTC in September 2026.
The revised compensation plan addresses part of the dilution concerns, but questions surrounding previously exercised shares and MMXX Ventures remain unresolved.
