Japanese firm Metaplanet, which has become a central figure in Bitcoin treasury strategies, has announced a drastic reduction in its stock compensation plan. Facing a revolt from shareholders, the company decided to scale back its potential share pool to 188.2 million units, a 41% decrease from the 320 million initially planned. This move enables the company to cancel stock acquisition rights valued at over $220 million, thereby easing, at least partially, governance tensions within the firm.
Investor discontent stems from a structural flaw in the compensation plan adopted in 2022. By tying the number of executive shares to a fixed percentage of share capital, Metaplanet automatically drove up executive pay every time it issued new shares to fund its massive Bitcoin acquisitions. This dynamic generated dilution deemed excessive by shareholders, who criticized a strategy that rewarded issuance volume rather than actual value creation per share. Executive Simon Gerovich admitted that this mechanism encouraged potentially non-accretive dilution, a rare concession highlighting the risks inherent in this hybrid business model.
Despite this correction, the concentration of benefits remains a major point of contention. Executives retain the 64 million shares already exercised in August, while the chief executive officer maintains rights to over 49 million additional shares. In total, more than 60% of the new pool remains allocated to a single individual, raising persistent questions about transparency and the balance of power. Furthermore, several grey areas remain, particularly regarding ties to MMXX Ventures—a topic management deliberately avoided addressing in its official communication.
This case highlights the vulnerabilities of public companies using equity as a growth engine to accumulate digital assets. For these firms, viability rests on a single bet: that Bitcoin's performance will outpace the cost of dilution imposed on shareholders. As Metaplanet faces the threat of possible exclusion from MSCI indices, the stakes have become critical. The upcoming overhaul of the compensation scheme, now entrusted to external advisors, will be closely scrutinized by the market to determine whether the company can finally align its interests with those of its investors.