Independent directors of Metaplanet have defended a stock‑option program that allows CEO Simon Gerovich and four other employees to purchase up to 188 million shares at 10 yen each, a price well below the current market value of roughly 286 yen. The plan, originally approved in 2023 when the company was a struggling hotel operator, was designed to allocate about 20% of the firm’s fully diluted shares to management. After Metaplanet shifted its focus to acquiring bitcoin in April 2024, the scheme meant that each new equity issuance to fund bitcoin purchases would dilute existing shareholders while expanding the pool of shares available to management. The option pool grew from roughly 46 million potential shares to 319 million before the company froze the number of reward shares, with Gerovich’s entitlement covering 113 million of those, 64 million of which he had already exercised. Following shareholder backlash, the pool was reduced by 41% on September 11, cutting more than $220 million in potential warrant value and ending automatic adjustments for equity issued after September 1, 2025. The revised structure adds staggered exercise restrictions that run through 2031 and improves fully diluted bitcoin per share by about 8.8%, according to the directors. Exercised and unexercised rights now represent roughly 12.5% of total shares. The directors emphasized that the original plan was approved by a majority of shareholders at the time and that management purchased the rights with personal funds during a financial crisis, framing the scheme as an early investment rather than a post‑success compensation package. They also noted that comparisons with peers should consider founder ownership and that management’s cash compensation remained restrained. Gerovich did not take part in the review or resolution of the plan. The directors’ letter, however, left several questions unanswered, including the 64 million shares Gerovich acquired before the September 11 reset and the role of MMXX Ventures, a shareholder whose sales and Gerovich’s economic interest have drawn scrutiny. Metaplanet has said the earlier exercises were valid under the terms in force and that the shares will not be returned. The company has not disclosed the extent of its personal economic interest in MMXX’s share sales.