David Bailey, chairman and CEO of Nakamoto, defended Metaplanet‘s executive option program in a series of posts on X on Tuesday. Distributing 20% of the company’s cap table to its team over five years “isn’t some crazy number,” he wrote, adding that it looked low to him. Bailey said he has held the stock since the company’s first bitcoin purchase.

Metaplanet’s Series 10 stock acquisition rights, adopted in December 2022 before the bitcoin pivot, sized the executive award pool as a share of the fully diluted count rather than a fixed number of shares. Every equity raise that funded a bitcoin purchase enlarged the insiders’ claim while diluting existing holders, and the pool swelled from roughly 46 million shares to about 319 million.


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Metaplanet’s own amendment notice conceded that the provision amplified dilution and made the diluted share count hard to pin down. The board removed it on Aug. 18, fixing the pool at 319.46 million potential shares with a lock-up to August 2031, but declined to cancel the roughly 273 million shares critics want unwound. Shares closed Tuesday at 244 yen, down about 17% over two sessions while bitcoin traded roughly flat.

Bailey’s argument for Metaplanet rested on performance. Bailey said Metaplanet was the world’s best performing equity for close to two years, remains up 1,300% from inception even after bitcoin’s drawdown, has grown bitcoin per share more than 40x, and built the second largest corporate bitcoin position. Every founding team should hold meaningful economics in what it builds, he wrote, citing Michael Saylor at Strategy and Vivek Ramaswamy at Strive.

Bailey’s precedent claim, however, drew a rebuttal from Matt Cole, Strive’s CEO since April 2023. The 270.5 million pre-split Class B shares often cited at Strive were merger consideration issued to all pre-merger equityholders, Cole said, not a management award, and Ramaswamy is neither an officer nor a director and has had no shares vest during Cole’s tenure. No Strive award automatically expands with new issuance, he wrote, and his own vested economic ownership sits below 1%. Target annual equity pay for the team of more than 30 runs about $21 million, benchmarked with Mercer at the 50th percentile and vesting over three years against bitcoin, he said.

Shareholders have been harsher than either executive.

“Trying to justify $500 million in compensation for 30 months of work between a few people, the vast majority of it manufactured by a clause the company has now removed, is insane,” Falconedge advisor “ZynxBTC” said on X.

The timing is awkward. MSCI is consulting on stripping non-operating companies from its equity indexes, a screen that would delete both Metaplanet and Strategy, with results due by Oct. 16.

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