Metaplanet's expansion into Bitcoin treasury reserves has drawn shareholder scrutiny over an executive compensation pool that grew significantly alongside the company's equity issuances. Investors are pressing for the cancellation of approximately 273 million potential shares added to management's compensation package during the funding rounds.
The controversy surrounds Metaplanet's Series 10 stock acquisition rights, which were initially approved by shareholders in early 2003 before the firm shifted to a digital asset model under Chief Executive Simon Gerovich in April 2024. The original plan covered 46 million shares and included an adjustment mechanism intended to keep the options at a benchmark equal to roughly 20% of a defined fully diluted share count.
As Metaplanet issued equity to build its Bitcoin treasury to 43,000 BTC, issued shares increased from approximately 153.9 million to 1.28 billion by the end of June 2026. Because of the adjustment mechanism, the executive options pool expanded to 319.464 million potential shares.
Metaplanet eliminated the adjustment formula on August 18, acknowledging in a notice that the clause amplified dilution for existing shareholders and raised potential concerns about the alignment of capital-raising decisions with rights holders. However, the company froze the pool at its expanded size rather than rolling it back, leaving management with roughly 273 million additional potential shares generated prior to the abolition.
Criticism intensified after CEO Simon Gerovich exercised part of his award. On August 28, Gerovich exercised 92,000 Series 10 rights to receive 64.032 million newly issued shares, increasing his direct holdings to nearly 79.6 million shares. He paid a legacy exercise price of ¥10 per share, totaling roughly ¥640.3 million. At a share price of ¥244, the new shares carry an estimated market value of ¥15.6 billion, representing a paper spread of nearly ¥15 billion.
While the August amendment subjected the newly obtained shares to a five-year lockup restricting their sale or transfer until August 2031, the issuance contributed to a larger denominator when calculating treasury metrics. As of June 30, Metaplanet held 43,000 BTC against roughly 1.63 billion fully diluted shares, translating to about 2,635 satoshis per share. Investors note that removing the 273 million potential shares from the denominator would raise that figure to about 3,166 satoshis per share.
Shareholders have argued that the enlarged awards carry no new performance conditions linked to Bitcoin-per-share growth. Proposals have called for replacing the expanded pool with a retroactively applied incentive program tied directly to future performance. Additionally, governance scrutiny has extended to questions surrounding MMXX Ventures, a recurring Metaplanet shareholder and former lender, and Gerovich's economic exposure to transactions involving the company.
Metaplanet has proposed shifting up to 90,000 remaining Series 10 rights into a new long-term incentive vehicle incorporating performance and service conditions. While Gerovich has acknowledged communication shortcomings and stated that the company is reviewing its governance and compensation, management has not agreed to surrender the 273 million potential shares generated under the prior formula.
