Metaplanet CEO Simon Gerovich said he failed to sufficiently explain the company’s 10th tranche stock option compensation plan and the organizational structure of shareholder MMXX, while denying any role in MMXX’s trading decisions amid growing shareholder scrutiny.

Gerovich said he is a significant but non-controlling shareholder of MMXX’s parent company and did not participate in MMXX’s trading decisions. His response addressed criticism over both the compensation structure and questions around MMXX’s place in Metaplanet’s shareholder base.

According to the company’s explanation, the stock option reward plan was established in December 2022, with 20% of Metaplanet’s fully diluted equity reserved as a reward pool. The company later moved toward a Bitcoin treasury strategy in April 2024, a shift that, according to the report, meant additional stock issuance used to buy BTC would dilute existing shareholders while also affecting the scale of options available to Gerovich.

Metaplanet fixed the reward pool at 319.464 million shares in August and attached a five-year lock-up period, but did not return the pool to the level in place when the Bitcoin strategy was implemented. On August 28, Gerovich exercised 92,000 options and received 64 million new shares, bringing his total holdings to 79.5875 million shares, or about 6.2% of total equity.

Some shareholders are now calling for disclosure of MMXX’s owners and for the cancellation of the newly added 273 million shares in the reward pool. Metaplanet’s stock fell 7% on Monday and is down 43% for the year, while the Nikkei 225 index has risen 31% over the same period.

Why It Matters

The dispute puts the focus on a governance issue that extends beyond one company. As more listed firms use equity issuance to support Bitcoin treasury strategies, investors are paying closer attention to how executive incentives, shareholder dilution, and affiliated-party questions are disclosed and managed.

For Metaplanet, the issue is not only the size of the option pool but whether the company can maintain confidence that capital allocation and insider incentives are aligned. That can shape how the market evaluates similar treasury-driven corporate strategies going forward.