MarketsMetaplanet Directors Respond to Shareholder Outrage Over Executive Compensation Plan
Independent directors highlight management's financial risks and restructuring efforts, but leave queries about Gerovich’s exercised shares and MMXX Ventures unresolved.
By James Van Straten|Edited by Oliver KnightSep 30, 2026, 6:28 a.m. EDT2 min readMake preferred on
- Directors defended the tenth series of stock acquisition rights after a 41% reduction that eliminated over $220 million in potential warrant value.
- The board stated that management financed the rights using personal funds during a financial downturn, arguing this reflects their commitment to revamping Metaplanet.
- The statement did not address Gerovich’s previously exercised 64 million shares or issues related to MMXX Ventures.
Metaplanet’s (3350) independent directors have stood by the tenth series of stock acquisition rights, which has sparked shareholder protests over concerns of dilution.
In a letter dated September 29, the directors explained that management acquired these rights at fair value with personal funds during a time when the company, previously a struggling hotel operator, was in financial distress, without any certainty of a successful turnaround. Notably, none of the current independent directors were part of the board during the issuance of these rights.
They contended that these rights should be seen as a restructuring investment and a long-term incentive. They emphasized that comparisons with industry peers should consider both founder ownership and executive pay, asserting that management's cash compensation has remained modest.
The original plan aimed to maintain management's ownership stake at 20% as new shares were created. The directors noted that shareholders approved the terms in February 2023, with more than 98% of voting rights supporting it, equating to 78.3% when excluding the then-majority shareholder, EVO.
In response to shareholder backlash, Metaplanet on September 11 reduced the potential share pool by 41% to 188.2 million, a move that the company claims eliminated over $220 million in potential warrant value. It also ceased automatic adjustments for equity issued post-September 1, 2025, and introduced staggered exercise restrictions lasting until 2031. Shares already exercised will remain locked until August 2031.
According to the company, these adjustments have improved the fully diluted bitcoin per share by around 8.8%. Exercised and unexercised rights account for about 12.5% of total shares, as stated by the directors.
CEO Simon Gerovich, the sole director holding the rights, was not involved in the discussions or decisions regarding the review, as per the directors’ statement.
However, the letter did not clarify the 64 million shares that Gerovich received through exercising rights in August, prior to the reset on September 11, nor did it address concerns related to MMXX Ventures. This entity is a Metaplanet shareholder whose share sales and Gerovich’s financial interests have raised investor inquiries. Metaplanet has previously indicated that those shares will not be returned because the exercises were valid under the existing terms at that time.
On Wednesday, Metaplanet shares finished 2% higher at 286 yen.
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