Metaplanet directors push back against shareholder fury over a controversial executive payout plan

Metaplanet’s (3350) independent directors defended its 10th series of stock acquisition rights, the executive equity scheme that drew shareholder protests over dilution.

In a Sept. 29 letter, the directors said management purchased the rights at fair value using personal funds when the company, then a struggling hotel operator, faced a financial crisis, with no guarantee its transformation would succeed. None of the current independent directors were on the board when the rights were issued.

They argued the rights should be viewed as a restructuring investment and long-term incentive. Comparisons with peers should account for founder ownership alongside executive compensation, they said, adding that management’s cash pay remained restrained.

The original scheme was designed to keep management’s stake at 20% as new shares were issued. The directors said shareholders approved the terms in February 2023, with more than 98% of voting rights in favor, or 78.3% when excluding then majority shareholder EVO.

Following shareholder criticism, Metaplanet on Sept. 11 reduced the potential share pool by 41% to 188.2 million, which the company said extinguished over $220 million in potential warrant value. It ended automatic adjustments for equity issued after Sept. 1, 2025, and added staggered exercise restrictions running through 2031. Shares already received through exercises remain locked up until August 2031.

The changes improved fully diluted bitcoin per share by approximately 8.8%, the company said. Exercised and unexercised rights represent approximately 12.5% of total shares, according to directors.

CEO Simon Gerovich, the only director holding the rights, did not participate in the review’s deliberations or resolutions, the directors said.

However, the letter does not address the 64 million shares Gerovich received by exercising rights in August, before the Sept. 11 reset, or concerns about MMXX Ventures. MMXX Ventures is a Metaplanet shareholder whose share sales and Gerovich’s personal economic interest in the entity have also drawn investor questions. Metaplanet has previously said those shares will not be returned because exercises were valid under the terms in force at the time.

Metaplanet shares closed 2% higher on Wednesday at 286 yen.

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