Metaplanet stock plan sparks shareholder opposition, CEO responds at MMXX meeting

Japanese Bitcoin treasury company Metaplanet faces shareholder questioning

Japanese company specializing in Bitcoin treasury management Metaplanet has once again faced strict scrutiny from shareholders due to controversy over the "Tenth Series" executive option pool and its dilution mechanism related to continued Bitcoin accumulation. At the heart of the dispute is the structure of the options pool: its size is set at 20% of the fully diluted shares and will automatically expand as Metaplanet issues new shares to fund additional Bitcoin purchases. Critics argue that this design leads to management's incentives based on harming existing shareholders.

Key Points

• Shareholders have challenged Metaplanet's tenth series executive option pool, arguing that its built-in expansion mechanism has resulted in significant equity dilution.
• Metaplanet said the options pool had been frozen at 319.5 million shares on August 18, but critics claimed that previous growth still amplified the diluting effect on existing shareholders.
• David Bailey, CEO of Bitcoin Magazine, posted on the X platform to defend the incentive mechanism, while the pseudonym shareholder "Bitcoin Pharaoh" accused him of personally profiting from options and questioned fairness.
• Metaplanet CEO Simon Gerovich said the company will review its governance and compensation policies after the company update disclosed that the CEO exercised 92,000 shares in the Series 9 option pool.
• Industry commentator Matthew Sigel pointed out that the remaining exercise rights in the tenth series should be frozen and replaced with a new plan approved by shareholders that is mainly tied to fully diluted Bitcoin holdings per share.

Why the tenth series option pool has become the focus of controversy

As several Metaplane shareholders questioned the design and results of the company's tenth series executive option pool, opposition continues to escalate. According to shareholder descriptions on the X platform, the options pool is designed to represent 20% of the fully diluted shares and automatically expands when new shares are issued to fund Metaplane's Bitcoin accumulation.

Critics point to the scale of this increase. One shareholder summarized the change as the expansion of the options pool from approximately 46 million shares to 319.5 million shares. While the statement reflects objections raised in social media posts, Metaplanet's response provides key operational details: The company said it froze the options pool at 319.5 million shares on August 18.

In an X platform news released on Tuesday, Bitcoin Magazine CEO David Bailey defended the model, arguing that allowing management to get a 20% share of the Cap Table over five years "is not a crazy number." Bailey also wrote that he has invested in Metaplanet since "day one", positioning its support framework as long-term consistency rather than short-term compensation.

Metaplanet's response and shareholder demand for transparency

After public debate, some shareholders asked Metaplanet to cancel the additional shares created by the tenth series of changes and provide more transparency about future decisions. The criticism is not limited to the theoretical dilution issue, but also to how the order of option pool expansion is intertwined with the process of newly issued shares to finance the purchase of Bitcoin.

Metaplanet admitted in an August 18 announcement that expanding the share pool "amplifies the dilution effect borne by existing shareholders." The admission is at the heart of the controversy: Even if the freeze prevents further automatic expansion, shareholders believe the damage has been done.

A shareholder who goes by the pseudonym "Bitcoin Pharaoh" also accused Bailey of personally benefiting from Metaplanet's stock options, claiming that when Metaplanet's share price was reportedly trading at 510 yen, Bailey received 300,000 options at an exercise price of 105 yen. The accusation was made as part of shareholder criticism that highlighted perceived incentive misalignments and potential conflicts in board roles. Bailey did not provide a detailed rebuttal in the text provided, but he publicly defended the overall executive options structure.

CEO Gerovich: Governance Review and Tenth Series of Exercise Updates

Metaplanet CEO Simon Gerovich said the company will review governance and compensation policies and share updates after work is completed. In an X platform news posted on Sunday, Gerovich also tried to isolate his shareholder discussions with MMXX Ventures, explaining that he was a significant but non-majority shareholder in MMXX's parent company and did not hold administrative positions in it.

Separately, on August 31, Metaplanet disclosed that the CEO exercised 92,000 shares in the tenth series executive option pool. In this context, this exercise detail is significant because it suggests that the incentive plan involved has shifted from a theoretical capital sheet mechanism to a completed transaction related to company performance and/or capital market actions.

As the controversy escalates, Metaplanet's earlier filings and the August 18 freeze appear to be an attempt by the company to address immediate dilution concerns by stopping further expansion of the options pool. However, critics continue to argue that transparency and fairness still require broader remedies-especially if early expansion causes dilution that exceeds what holders expect.

External calls for freezing residual rights and replacing structures

External comments have increased pressure by reconfiguring what would be better incentives. Matthew Sigel, director of digital asset research at VanEck, pointed out in a Platform X update released on Wednesday that Metaplanet should "freeze" further exercise rights in the Series 10 option pool. Sigel also recommends that holders voluntarily waive excess rights and weigh additional options linked to exercised shares.

Most notably, Sigel proposes replacing the "Tenth Series" with a five-year shareholder-approved incentive plan that is primarily tied to fully diluted Bitcoin holdings per share. This recommendation directly responds to core criticism: linking incentives to capital sheet percentages rather than directly to a bitcoin ownership measure standardized by the number of fully diluted shares could result in management's equity gains not being clearly mapped to shareholder contributions after taking into account the dilution effect.

Cointelegraph reported that Metaplanet was asked for comment at the time, asking if the company would consider freezing the remaining shares of the executive pool. Markets also appeared to respond to the debate and company update: Metaplanet shares closed higher in Wednesday trading in Tokyo, trimming their five-day decline to about 16.3%, according to Yahoo Finance.

The next key signal for investors is to see whether the governance review announced by Metaplanet will produce specific changes-in particular whether it will freeze any remaining tenth series rights and whether it will introduce a new, shareholder-approved incentive framework that will be explicitly linked to fully diluted Bitcoin holdings per share rather than automatic capital sheet expansion.