Japanese Bitcoin treasury firm Metaplanet is facing shareholder backlash regarding its 10th Series executive option pool, which was designed as 20% of fully diluted shares and automatically expanded during new share issuances. Critics argue this mechanism magnified dilution, with the pool growing from 46 million to 319.5 million shares before being frozen on Aug. 18. Some shareholders have demanded the cancellation of additional shares created by these changes and greater transparency in future decisions.
CEO Simon Gerovich stated the company is reviewing governance and compensation policies while distancing himself from shareholder MMXX Ventures, noting he holds no executive role there despite being a significant non-majority shareholder in its parent company. The controversy includes claims that Bitcoin Magazine CEO David Bailey benefited from options at a strike price below market value. VanEck’s Matthew Sigel suggested freezing further exercise rights and replacing the current series with a shareholder-approved incentive plan tied to BTC per fully diluted share.
The dispute highlights the tension between aggressive capital raising for asset accumulation and the preservation of shareholder value through equity structure integrity. While Metaplanet successfully expanded its Bitcoin holdings, the automatic expansion of the executive option pool has eroded trust among investors who view the resulting dilution as disproportionate to management's contribution. This situation underscores the operational risk inherent in using complex equity instruments to fund treasury strategies without explicit, ongoing shareholder consent for each adjustment.
From a Governance perspective, the call for a shareholder-approved incentive plan tied specifically to BTC per fully diluted share represents a potential path toward aligning management interests more closely with core investor metrics. Observers should watch whether Metaplanet implements structural changes to its compensation framework or if it maintains the current model, as the outcome will signal how the company balances executive incentives against institutional credibility in the evolving crypto-treasury sector.
