Metaplanet Shrinks Executive Reward Pool by 41.1%

Metaplanet on Friday scrapped 131 million shares from its executive reward pool, reducing the contested insider holding by 41.1% following weeks of shareholder complaints.

The Tokyo-listed Bitcoin treasury firm also axed a proposed executive incentive scheme entirely and extended the maturity of the remaining warrants by several years before they become exercisable.

What Metaplanet Gave Up in Its Executive Reward Pool

Warrants are options to purchase shares at a predetermined price, here set at 10 yen. The board reduced the conversion ratio per warrant from 696 shares to 410.

This adjustment lowers the total pool from 319.46 million shares to 188.19 million. Excluding warrants that insiders have already exercised, the reduction is even larger, with the remaining share count declining 55.5% to 105.37 million.

CEO Simon Gerovich estimated the cancelled claim at over $220 million. Additionally, Metaplanet abandoned a proposal to transfer up to 90,000 warrants to a distinct executive incentive vehicle. The unvested portion now vests in three equal tranches in 2029, 2030, and 2031.

Why Shareholders Forced the Reset

On September 8, BeInCrypto reported that the frozen insider share pool had grown from 46 million to 319.5 million shares, as it was linked to a percentage of issuable stock instead of a set figure.

That dilution forms the basis of the grievance. Metaplanet's total shares outstanding increased from 153.9 million to roughly 1.35 billion over two years, as it issued stock to amass one of the biggest corporate Bitcoin holdings. The insiders' entitlement expanded proportionally without a fresh shareholder vote.

Not all parties agree with the complaint. David Bailey, CEO of Metaplanet investor Nakamoto, contends that 20% of the capitalization table is justifiable for the team that turned around the company.

Gerovich acknowledged the criticism instead of disputing it.

“We also now recognize that disclosure and awareness are not always equivalen,” said Simon Gerovich, Chief Executive Officer at Metaplanet.

According to Metaplanet, the cut increases Bitcoin per fully diluted share by about 8.8%. The stock ended at 251 yen in Tokyo, a gain of 2.87%, based on Yahoo Finance data, just slightly above the 244 yen level it fell to when the pool was frozen the prior week.

The more difficult judgment will come when a replacement plan is introduced. Gerovich has pledged that an external consultant will craft it, but no details have been released. Investors who pushed for this change in three weeks are expected to assess that plan quickly.