Metaplanet has cut its executive reward pool by 41% after shareholders pushed back against a compensation structure that could significantly dilute their holdings.
The Tokyo-based bitcoin treasury firm reduced the potential share pool under its Series 10 Stock Acquisition Rights plan to 188.2 million shares, according to filings published Friday.
The latest reduction follows another adjustment in August, when the pool was cut to roughly 320 million shares. Taken together, the changes mark a sharp retreat from a structure investors had increasingly questioned.
Metaplanet Is Paying for an Old Compensation Formula
The original plan, introduced in 2022, tied management rewards to 20% of Metaplanet’s fully diluted share capital rather than assigning executives a fixed number of shares.
That distinction became much more consequential after the company changed course in 2024 and began selling shares to finance bitcoin purchases. A wave of new investors arrived alongside that strategy, and many objected to a mechanism that could expand management’s stake while diluting theirs.
The criticism was less about executive compensation in the abstract than about who ultimately absorbed the cost of creating those incentives.
“We never intended to incentivise non-accretive or modestly accretive dilution,” CEO Simon Gerovich said in a post on X.
Gerovich said Friday’s revision “extinguishes over $220 million of warrant value,” describing that figure as the value the floating mechanism had effectively created for management at shareholders’ expense.
But the reset does not erase everything created under the old terms.
Gerovich exercised rights for 64 million shares on August 28 under the previous structure, and those shares are not being returned. Under the revised arrangement, he still has the right to acquire another 49.128 million shares.
That leaves Metaplanet with a compensation problem that is only partly solved: the company has reduced the future pool, but some of the most controversial benefits issued under the earlier framework remain in place.
There is also another loose end. Gerovich did not address MMXX Ventures, its share sales, or his personal economic interest in the Metaplanet shareholder, issues investors had separately asked the company to clarify.
Metaplanet has also abandoned a previously announced plan to move the warrants into an employee incentive vehicle. Instead, the company said it will create a new compensation plan with help from external advisers.
The episode is a reminder that Metaplanet’s bitcoin strategy does not exist in isolation from the mechanics of its stock. As the company has used equity to build its bitcoin holdings, questions about dilution, executive incentives and shareholder value have become inseparable from the story.
Now, Metaplanet is trying to rewrite the compensation rules without pretending the earlier chapter never happened.