Metaplanet board defends controversial executive equity scheme

The directors also argued that comparisons with peers should account for founder ownership alongside executive compensation, adding that management’s cash pay remained restrained.

The Sept. 11 cut, which reduced the pool to 188.2 million shares, extinguished over $220 million in potential value in the company’s warrant, the firm said. It also ended automatic adjustments for equity issued after Sept. 1, 2025, and added staggered exercise restrictions on when the remaining rights can be exercised, running through 2031. Shares already acquired through exercises remain locked up until August 2031.

The changes improved fully diluted bitcoin per share by approximately 8.8%, the company said. Exercised and unexercised rights represent approximately 12.5% of total shares, according to the directors.

Gerovich, the only director holding the rights, did not participate in the review’s deliberations or resolutions, the directors said.

Unanswered questions

However, the directors’ letter leaves some of the issues that fueled the shareholder backlash unresolved.

Notably, it does not address the 64 million shares Gerovich received by exercising rights in August, before the Sept. 11 reset of the original plan. Those shares remain outstanding, and the company previously said they will not be returned because the exercises were valid under the terms in force at the time.