TL;DR:
- Metaplanet’s independent directors backed a stock option plan allowing CEO Simon Gerovich and four employees to purchase shares at 10 yen, compared to a market price near 286 yen.
- On September 11, the company trimmed the option pool by 41%, bringing the remainder to 188.2 million shares and introducing a lock-up schedule extending through August 2031.
- The restructuring eliminated automatic issuance adjustments as of September 1, 2025, and delivered an approximate 8.8% improvement in the fully diluted Bitcoin-per-share metric.
Independent directors of Metaplanet (3350) released a public letter on September 29 defending the legitimacy of the executive compensation plan for CEO Simon Gerovich and four other employees, following months of scrutiny from minority shareholders.
The controversy stems from a clause established in 2023, a period when the firm operated in the hospitality sector. This mechanism ensured that management’s potential allocation remained near 20% of total fully diluted shares.
In April 2024, the company executed a strategic pivot centered on adopting Bitcoin as its treasury reserve asset. To finance ongoing spot market acquisitions, the company periodically issued new equity.
Due to the structure of the 2023 agreement, every capital raise diluted conventional shareholders while automatically increasing the purchase rights for new shares in favor of senior management.
The incentive pool expanded from approximately 46 million potential shares to a peak of 319 million before being frozen. Within that total, Gerovich’s rights accounted for 113 million shares, of which he had already exercised 64 million.
Contractual Amendments and Board Defense
Facing pushback from both institutional and retail investors, the board enacted a 41% cut to the pool on September 11. The reduction capped the remainder at 188.2 million shares, extinguishing more than $220 million in potential warrant value, according to company estimates.
In the letter issued Tuesday, September 29, the independent board members emphasized that the framework had received majority shareholder approval in 2023. The board argued that the executives undertook the turnaround of a distressed business by purchasing these rights with their personal funds.
The disclosure notes that none of the current independent directors served on the board of directors when the original 2023 issuance was structured.
The board maintained that these options should not be viewed as an afterthought bonus awarded following the success of the corporate Bitcoin strategy. Instead, directors characterized the transaction as an early, high-risk investment that tied management’s tenure directly to the company’s survival.
The document adds that industry benchmarks should factor in founder ownership alongside base salaries. According to the release, executive cash compensation remained at modest levels throughout the entire restructuring phase.
The amendments ratified in September specify that exercised and unexercised rights now account for roughly 12.5% of total share capital. Metaplanet noted that the measure boosted the fully diluted Bitcoin-per-share ratio by approximately 8.8%.
The revised contractual framework permanently halts automatic adjustment clauses for any share issuances executed after September 1, 2025. In addition, the corporate schedule establishes phased exercise limits and lock-up restrictions that will keep the shares acquired by management immobilized until August 2031.
