Metaplanet slashes exec pay 41%, erases $220M in value

Metaplanet cuts executive reward pool by 41%, wiping out $220 million in potential value

Metaplanet has moved to shrink an executive compensation scheme tied to its expanding share count, cutting the potential Series 10 stock acquisition rights pool by about 41% to 188.2 million shares. The change effectively removes roughly $220 million in potential value associated with the reward pool, according to the figures cited in shareholder criticism and company disclosures.

The decision follows months of scrutiny over how Metaplanet’s aggressive equity fundraising to support its Bitcoin reserve strategy also caused the executive reward pool to balloon, increasing potential dilution for existing shareholders.

In a notice related to amendments to the plan, Metaplanet acknowledged that the previous structure “amplifies the dilution borne by existing shareholders” and could raise questions about whether capital-raising decisions were aligned with the interests of stock acquisition rights holders.

The controversy centers on the company’s Series 10 stock acquisition rights, an executive and employee incentive plan that shareholders approved in early 2023—before Metaplanet’s pivot into digital assets. Rather than setting a fixed number of shares, the plan was designed to equal 20% of Metaplanet’s fully diluted share capital, meaning the pool could grow as the company issued more shares.

After Metaplanet adopted a Bitcoin treasury strategy in 2024, it used equity issuance as one tool to fund additional Bitcoin purchases. Over that period, the company’s issued shares rose sharply—from about 153.9 million near the beginning of the strategy to roughly 1.28 billion by the end of June 2026, and later cited around 1.35 billion over a two-year span. Because the Series 10 pool was formula-based, it expanded alongside the capital structure, rising from an original allocation of 46 million to 319,464,000 potential shares.

Metaplanet’s board later removed the floating adjustment mechanism on Aug. 18, fixing the Series 10 pool at 319,464,000 shares and imposing a five-year lock-up on common shares acquired through exercise, running from Aug. 18, 2026 through Aug. 17, 2031, subject to limited exceptions. However, while the adjustment mechanism was eliminated, the pool was initially frozen at its enlarged level instead of being reset to where it stood when the Bitcoin strategy began.

That decision left management with roughly 273 million additional potential shares created during the expansion period. Some shareholders subsequently demanded the cancellation of those added potential shares and called for more transparency around the program’s beneficiaries.

Executive exercises of the rights also drew attention. Ten days after the amendment, Chief Executive Officer Simon Gerovich exercised 92,000 rights—described as the one-third that had vested—paying ¥640 million ($4.16 million) to receive 64,032,000 shares that were valued at ¥15.6 billion ($101.3 million) at the time cited. His personal stake was described as rising to 6.2%.

While some shareholders argued the structure rewarded insiders for issuing stock, others defended the scale of the pool. Bitcoin executive and shareholder David Bailey, identified as a shareholder since 2024, said that 20% of the cap table “isn’t some crazy number.”

Metaplanet has described itself as a Bitcoin treasury company and has built a large Bitcoin position, reported in the provided material as 43,000 BTC, placing it among the top corporate holders. The Series 10 revisions underscore the governance challenges that can arise when a company’s capital-raising strategy intersects with incentive plans that automatically expand with the share count.