Metaplanet CEO Addresses Compensation Plan Dispute as Shareholders Question Transparency

Deep News
09/08

Metaplanet, the Tokyo-based bitcoin treasury company, has drawn market attention over its executive compensation incentive plan. Chief Executive Officer Simon Gerovich publicly responded on September 6, acknowledging that the company "did not do enough" in explaining its equity incentive arrangement, but denying any involvement in the trading decisions of shareholder MMXX Ventures.

The controversy stems from the 10th stock acquisition rights plan established by Metaplanet in December 2022. Rather than setting a fixed number of reward shares, the plan created a reward pool equal to 20% of the company's fully diluted share capital. After the company pivoted to a bitcoin reserve strategy in April 2024, each new share issuance to accumulate bitcoin diluted existing shareholders' stakes, while Gerovich's option rights correspondingly increased in value.

In August this year, the Metaplanet board cancelled the mechanism that adjusted the reward pool in tandem with share issuances, freezing the available reward shares at approximately 319 million. However, the board did not roll the reward pool back to its level at the time the bitcoin strategy was launched. In subsequent disclosure filings, the company admitted the original mechanism "amplified the dilution effects faced by existing shareholders."

Some shareholders have pushed for further action. A shareholder using the handle "The Bitcoin Pharaoh" posted on social media that the August adjustment was "a step in the right direction," but demanded the company answer outstanding questions, disclose the true owners of MMXX, and restore the reward pool to its pre-bitcoin-strategy level. Another shareholder, going by "Ragnar," argued there was "no alternative" but to cancel the additional 273 million reward shares and replace them with a retroactively applied new incentive plan.

According to public filings, MMXX conducted multiple recorded market sales in the months following Metaplanet's bitcoin reserve strategy announcement. Analysis indicates the firm sold roughly 50 million Metaplanet shares during the 2024 rally, a period when the company was simultaneously conducting public equity raises. Although Metaplanet has disclosed that Gerovich holds voting control over MMXX, it has not revealed the extent of his personal economic benefit from the entity's stock sales.

On August 18, the Metaplanet board passed a resolution to eliminate the floating adjustment mechanism, fixing the 10th reward pool at 319,464,000 shares with a five-year lock-up period. On August 28, Gerovich exercised 92,000 10th-series options, receiving 64 million new shares. As of the August 31 disclosure, he held 79,587,500 ordinary shares in Metaplanet, representing approximately 6.2% of the company's total share capital. According to shareholder analysis, Gerovich and MMXX together hold more than 27% of Metaplanet's fully diluted share capital.

Since implementing the bitcoin reserve strategy in April 2024, Metaplanet shares surged from around 20 yen (approximately $0.13) to a peak near 2,000 yen—a gain of over 100-fold—but have since fallen roughly 85% from the June 2025 all-time high. On September 7, Metaplanet shares dropped 7%, bringing the year-to-date decline to 43%, compared with a 31% gain in the Nikkei 225 index over the same period. Bitcoin has risen about 23% in the past month, roughly in line with Metaplanet's performance, while comparable bitcoin-holding companies such as Strategy and Strive have seen their shares climb 40% and 114%, respectively, during the same timeframe.

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