Metaplanet CEO Simon Gerovich published an open letter to shareholders addressing criticism of the company’s compensation structure and governance.
In the letter, Gerovich said the board had decided to reset the conversion ratio for the 10th series of stock acquisition rights from 1:696 to 1:410, returning to the level in place before the company’s international offering in September 2025. The move also cancels 41% of the related shares and covers stock acquisition rights valued at more than $220 million.
Gerovich said he did not participate in the board’s review or vote because he is the only director who holds that warrant series. He added that he fully supports the decision.
Why the structure is being changed
Gerovich said the incentive structure was created when the company was close to bankruptcy and its future was uncertain. Its purpose, he wrote, was to retain the team that led Metaplanet through its transition.
He also said that after the September 2025 international offering, growth in the company’s share capital and bitcoin holdings came more from its ability to raise funds in the capital markets than from the core contribution of the early team. On that basis, the stock acquisition rights came under criticism for creating disproportionate dilution for existing shareholders.
Details in the Tokyo Stock Exchange filing
Metaplanet submitted a related filing to the Tokyo Stock Exchange on the same day. The filing said the amendment will reduce the total number of potential shares tied to the rights from 319.464 million to 188.19 million, a 41.1% drop.
After excluding the portion that has already been exercised, the remaining number of potential shares will decrease 55.5% to 105.366 million. The company said diluted bitcoin per share would rise by about 8.8% as a result.
The filing also said already vested rights will remain unchanged. Unvested portions will be split into three tranches, with the earliest exercise date starting in 2029. Shares already granted will remain locked up until 2031.
Metaplanet added that 20% of the stock acquisition rights that had originally been set aside for an employee incentive pool will be cancelled directly. The company said it will instead hire a global compensation consultant to redesign a new incentive plan.
Governance steps and expansion plans
In the shareholder letter, Gerovich said Metaplanet will continue building out its governance framework. That includes adding five directors at the company’s 2025 and 2026 shareholder meetings. In a 10-member board, nine directors will be independent, according to the letter.
He also said the company will expand key functions including accounting, legal and compliance, and committed to improving transparency in shareholder communications in both Chinese and English.
Gerovich said those steps are particularly important as the company continues its international expansion, including its ongoing acquisition of a controlling stake in Nasdaq-listed Super League Enterprise.