Metaplanet Defends Controversial Executive Compensation Plan
The independent directors say the plan was part of the former hotel operator’s rescue, but shareholders remain skeptical about dilution and CEO Simon Gerovich’s role.
Key Takeaways
- Metaplanet is defending its 10th series stock acquisition rights as part of the company’s financial rescue.
- On September 11, the company cut the possible pool by 41% to 188.2 million and scrapped automatic adjustments after September 1, 2025.
- The letter leaves questions open about Simon Gerovich, the 64 million shares he received, and concerns around MMXX Ventures.
Metaplanet has defended its controversial 10th series stock acquisition rights, the compensation and participation plan that drew shareholder criticism because of dilution. The independent directors say the plan made sense at the time as part of the company’s financial rescue, but they leave key questions about Simon Gerovich and MMXX Ventures unanswered.
Board Points to Crisis
In a September 29 letter, the independent directors say management bought the rights at fair value with private funds at the time, when Metaplanet was still a struggling hotel operator. According to them, there was no guarantee the company’s turnaround would succeed. The current independent directors were not yet on the board at that time.
The directors therefore describe the rights as a mix of restructuring investment and long-term incentive. They also say comparisons with peers should take into account that the founder already held a large stake, in addition to management compensation. The fixed cash pay was also kept limited, they said.
Shareholders Remain Critical
The original plan was set up to keep management’s stake at 20% while new shares were issued. According to the directors, shareholders approved the terms in February 2023, with more than 98% of voting rights in favor, or 78.3% if former major shareholder EVO is left out.
After shareholder criticism, Metaplanet cut the possible pool by 41% to 188.2 million on September 11. The company said that removed more than $220 million (€194 million) in potential warrant value. It also stopped automatic adjustments for equity issued after September 1, 2025, and introduced staggered exercise restrictions through 2031. Shares already obtained through exercise will remain locked up until August 2031.
The changes improved the fully diluted Bitcoin per share by about 8.8%, the company said. Exercised and unexercised rights together represent about 12.5% of all shares.
Questions Around Gerovich Remain
CEO Simon Gerovich, the only director who holds the rights, did not take part in the board review. Still, the letter leaves two sensitive points open, according to the company: the 64 million shares Gerovich received in August after exercising rights, and concerns around MMXX Ventures. That matters for European crypto readers, because Metaplanet is increasingly positioning itself as a Bitcoin vehicle, and governance therefore directly affects how shareholder value and Bitcoin accumulation are balanced.
The debate fits into broader criticism of the company’s capital structure. VanEck previously ranked Metaplanet worst for compensation, precisely because the option pool remained large and had few performance hurdles.
Metaplanet closed 2% higher on Wednesday at 286 yen.
