Metaplanet directors push back against shareholder fury over a controversial executive payout plan
Metaplanet directors are defending a controversial executive compensation plan involving share warrants issued during a financial crisis. Despite shareholder backlash, the board argues the plan was a necessary incentive for restructuring, though they have since reduced the potential share pool.
Why it matters
The dispute highlights corporate governance challenges and shareholder activism regarding executive pay in volatile crypto-linked firms.
In a Sept. 29 letter, the directors said management purchased the rights at fair value using personal funds when the company, then a struggling hotel operator, faced a financial crisis, with no guarantee its transformation would succeed. None of the current independent directors were on the board when the rights were issued.
They argued the rights should be viewed as a restructuring investment and long-term incentive. Comparisons with peers should account for founder ownership alongside executive compensation, they said, adding that management’s cash pay remained restrained.
The original scheme was designed to keep management’s stake at 20% as new shares were issued. The directors said shareholders approved the terms in February 2023, with more than 98% of voting rights in favor, or 78.3% when excluding then majority shareholder EVO.
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