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Metaplanet Directors Respond to Shareholder Outrage Over Executive Compensation Plan

Metaplanet's directors defend a controversial executive compensation plan amid shareholder concerns, but unanswered questions remain.

Mercation Admin
September 30, 2026 2 min read
Metaplanet Directors Respond to Shareholder Outrage Over Executive Compensation Plan

Metaplanet's independent directors have reaffirmed their support for the controversial tenth series of stock acquisition rights, amidst significant shareholder discontent regarding potential dilution. This plan has come under scrutiny following a 41% reduction that eliminated over $220 million in potential warrant value.

In a letter issued on September 29, the directors explained that management financed these rights using personal funds during a challenging financial period for the company, which has transitioned from a struggling hotel operator to a restructured entity. They argued this investment reflects management's commitment to revitalizing Metaplanet, despite none of the current independent directors being in place when the rights were originally issued.

The directors emphasized the importance of viewing these rights as a long-term incentive for restructuring rather than as a conventional compensation plan, highlighting that management's cash compensation remains modest compared to industry standards. They further noted that shareholders had approved the initial terms of the rights in February 2023, with over 98% of voting rights in favor, which translates to approximately 78.3% when excluding the then-majority shareholder, EVO.

In response to the backlash, Metaplanet announced on September 11 a reduction in the potential share pool to 188.2 million shares, which they claim has improved the fully diluted bitcoin per share by around 8.8%. Furthermore, the company has stopped automatic adjustments for equity issued after September 1, 2025, and introduced staggered exercise restrictions lasting until 2031.

CEO Simon Gerovich, who is the only director with rights in question, did not participate in the discussions regarding the review, according to the board's statement. However, the letter did not address the 64 million shares Gerovich exercised in August prior to the adjustments, nor did it clarify the situation regarding MMXX Ventures, a shareholder whose transactions have raised investor concerns. Metaplanet has previously stated that the exercised shares will not be returned as they were valid under the terms at the time of exercise.

Following these developments, Metaplanet's shares rose by 2% to close at 286 yen on Wednesday.

Metaplanet Directors Address Shareholder Concerns Over Payouts — Mercation