Metaplanet Cuts Management Equity Reward Pool by 41% After Shareholder Backlash

Bitcoin treasury company Metaplanet has reduced its management equity reward pool by 41% following shareholder criticism over dilution and executive compensation.

The Tokyo-listed company said in regulatory filings published Friday that the potential shares available under its Series 10 Stock Acquisition Rights plan have been cut to 188.2 million. The latest reduction follows an August adjustment that lowered the pool to roughly 320 million shares.

Metaplanet introduced the incentive program in 2022, setting the management reward pool at 20% of the company's fully diluted share capital rather than establishing a fixed number of shares for executives.

The structure later drew criticism from investors who joined after Metaplanet adopted its Bitcoin treasury strategy in 2024. The company has raised capital through share sales to purchase Bitcoin, but shareholders argued that the floating compensation mechanism created additional dilution while disproportionately benefiting management.

CEO Simon Gerovich said the company never intended to encourage dilution that was either non-accretive or only modestly accretive. According to Gerovich, the latest adjustment eliminates more than $220 million in warrant value that the previous floating structure had generated for management.

Despite the reduction, Gerovich will retain the 64 million shares he received after exercising rights on Aug. 28 under the earlier terms. He also maintains the right to acquire another 49.128 million shares under the revised compensation structure.

Some shareholder concerns remain unresolved. Gerovich did not address questions surrounding MMXX Ventures, including its share sales or his personal economic interest in the Metaplanet shareholder, issues on which investors had sought additional transparency.

Metaplanet also abandoned a previously announced proposal to transfer warrants into an employee incentive vehicle. Instead, the Bitcoin treasury firm said it plans to develop a new compensation framework with assistance from external advisers.

The changes come as Metaplanet continues to balance its aggressive Bitcoin accumulation strategy with shareholder concerns over dilution, corporate governance and executive incentives.