Metaplanet Shareholders Push Back Against Expanded Executive Pay Plan
Metaplanet's foray into Bitcoin has exposed an executive compensation windfall that shareholders are pushing to unwind. The controversy centers on a Series 10 stock acquisition rights plan approved by shareholders in early 2023, before the company's pivot to digital assets. This initial plan covered 46 million shares and contained an adjustment mechanism designed to maintain the underlying shares at a benchmark equal to roughly 20% of a defined fully diluted share count.
However, when Chief Executive Simon Gerovich pivoted Metaplanet to a Bitcoin treasury model in April 2024, the company's capital needs changed dramatically. Metaplanet repeatedly tapped equity markets to fund purchases that eventually built its treasury to 43,000 BTC. As a result, issued shares climbed from approximately 153.9 million around the start of the Bitcoin strategy to 1.28 billion by the end of June 2026.
The Series 10 formula adjusted alongside the company's capital structure, causing the executive options pool to expand with it, rising from the original 46 million to 319.464 million potential shares. Metaplanet eliminated the adjustment mechanism on August 18 but chose not to roll back the compensation pool to its original level.
Gerovich exercised part of his compensation award just days after the August amendment, receiving 64.032 million newly issued shares in a transaction valued at roughly ¥15.6 billion. This move left management with approximately 273 million additional potential shares generated before the mechanism was abolished.