Metaplanet cuts executive compensation plan by 41% amid investor concerns

Metaplanet, the Tokyo-listed company that reinvented itself as a Bitcoin treasury vehicle in 2024, is learning that buying tens of thousands of BTC is the easy part. Keeping shareholders happy while doing it? That’s where things get complicated.

The company’s board has slashed its Series 10 executive compensation plan by 41% and delayed remaining stock option exercises after mounting investor backlash over what amounted to a ballooning dilution machine. The reduction, valued at roughly $123 million, represents Metaplanet’s attempt to bridge a widening trust gap between management and the people who actually own the stock.

How a modest stock plan became a governance crisis

The Series 10 stock acquisition rights plan started life in December 2022 as a relatively contained instrument covering about 46 million potential shares. That was before Metaplanet pivoted to its aggressive Bitcoin accumulation strategy in April 2024, a move that required wave after wave of capital raises.

Each capital raise expanded the stock option pool, thanks to an adjustment clause that maintained executive compensation at approximately 20% of fully diluted shares. By June 30, 2026, the pool had swelled to 319,464,000 potential shares. That’s nearly seven times its original size. If exercised in full at the plan’s ¥10-per-share price, the total payout would generate roughly ¥3.19 billion for the company.

Shareholders noticed. And they were, to put it mildly, not thrilled.

The board’s response and Gerovich’s controversial exercise

On August 18, 2026, Metaplanet’s board moved to contain the damage. They froze the stock option pool at its expanded level, stripped out the adjustment clause that had allowed it to grow automatically, and imposed a five-year lock-up on any exercised shares.

Ten days later, CEO Simon Gerovich exercised 92,000 rights, converting them into 64.032 million shares at a cost of approximately ¥640 million, or about ¥10 per share. That brought his total shareholding to roughly 79.6 million shares.

The timing struck many investors as tone-deaf. Shareholders had been calling for the cancellation of approximately 273 million potential shares that were added to the plan after Metaplanet’s Bitcoin pivot. Instead, they watched the CEO lock in his own position before any meaningful concessions were made.

When Gerovich addressed the situation publicly on September 6, the stock dropped about 17%. The 41% reduction in the compensation plan followed, along with the delayed exercise timeline for remaining options.

The Bitcoin treasury model meets corporate governance

By early September 2026, Metaplanet had accumulated over 43,000 BTC, making it one of the largest corporate Bitcoin holders globally and the biggest in Asia. The strategy has worked in the sense that Bitcoin’s trajectory has rewarded early conviction. But the governance layer underneath, specifically how executives compensate themselves during the process, is where Metaplanet stumbled.

The core issue isn’t that executives received stock options. The problem was the automatic adjustment mechanism that let the option pool expand proportionally with every capital raise. In a company executing dozens of raises over two years, that mechanism transformed a routine compensation plan into something that could claim a fifth of the entire company.

Metaplanet’s stock still trades on the Tokyo Stock Exchange under ticker 3350, and its Bitcoin holdings remain substantial. Unresolved shareholder demands for the cancellation of 273 million potential shares still hang over the board.

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