Independent board members backed the chief executive's share rights, but said nothing about his August sales or a related firm's disposals.
Metaplanet, the Tokyo-listed company that has built its identity around holding bitcoin, is now fighting a governance battle over how its executives are paid.
The company's independent directors published a letter defending rights that allow Chief Executive Simon Gerovich and four employees to buy about 188 million shares at ¥10 each. The stock closed at ¥286 on the day, up 2%.
The directors pointed to changes already made. On , the plan was cut by 41%, a reduction said to extinguish more than $220 million of potential value, and exercise was staggered through 2031. Exercised and unexercised rights together amount to about 12.5% of the company's shares.
The size of the discount
The economics are stark. At ¥286 a share, the right to buy at ¥10 is a discount of more than 96%. On 188 million shares, the gap between exercise price and market price comes to roughly ¥52 billion of intrinsic value at current prices.
For a bitcoin treasury company, that number matters more than it would for an ordinary business. Investors in these vehicles focus on bitcoin per share. Every new share issued at a deep discount dilutes each existing holder's claim on the company's bitcoin, which is the core of what they own.
What the letter left out
The directors' defense left two questions unaddressed. It did not discuss the 64 million shares Gerovich exercised in August, nor share sales by MMXX Ventures. Those transactions are central to shareholder anger, because they suggest insiders have already been monetizing the plan while outside investors absorb the dilution.
Why it matters beyond Japan
The dispute is a test case for the bitcoin treasury model. Companies such as Metaplanet sell themselves as efficient ways to own bitcoin through the stock market. Generous insider compensation paid in shares erodes the bitcoin-per-share metric that justifies a premium valuation. If investors conclude that governance leaks value, the premium can compress quickly.
What to watch
A response from the board addressing the August exercise and the MMXX sales would be the clearest sign that the company is taking investor concerns seriously. Further cuts to the plan, or a vote by shareholders, would also signal movement. Until then, the ¥10 strike price will remain a point of contention for holders who bought in at far higher levels.