I want every Bitcoin treasury company to recruit and retain exceptional people, and I believe strong teams should be rewarded for strong results. I also generally avoid commenting on how peers compensate their teams.
But Strive has repeatedly been cited as equivalent to another compensation structure in a way that I do not believe is factually accurate. Because this concerns our company and our shareholders, I want to clarify the record.
David wrote that “a perpetual non-dilutive option creates misalignment.” I agree. That principle applies at every stage, especially for a Bitcoin treasury company whose strategy includes accretive equity issuance.
The comparison to Strive does not hold because it combines three fundamentally different categories: legacy founder ownership, merger consideration distributed to all legacy shareholders, and forward-looking compensation for current management. Those categories are not interchangeable.
Founder equity originates at formation. The founding owners collectively own the company, then dilute alongside other shareholders as investors come in. A founder like Michael Saylor retaining 65% after an IPO holds the remainder of an existing stake after dilution. It is not a new 65% compensation award.
That is fundamentally different from an ongoing award whose share count automatically increases with future issuances to preserve management’s ownership percentage.
Strive’s 270.5 million pre-split Class B shares were merger consideration issued to all premerger Strive equityholders, including investors. They were not a 270.5 million-share management award. Class B was the security used for the merger consideration, not a compensation pool reserved for founders or employees.
Vivek was Strive’s sole shareholder at founding, which is where his founder ownership originated. Since then, he has received no additional equity as compensation. Any additional securities he acquired were purchased by investing capital into Strive, including through private financings and SATA’s initial public offering.
Vivek is not a current officer or director, and he has not had a single share vest since I became CEO in April 2023, including throughout our entire Bitcoin treasury strategy. His public-company shares reflect his founder ownership and invested capital carried through the merger, not compensation for managing that strategy.
The relevant question is how current management is paid for future results. Under Strive’s current program, no management award automatically increases with future share issuances to preserve a fixed ownership percentage. Management dilutes alongside shareholders, and my current vested economic ownership is well below 1% of the company.
As I laid out in my September 2 post linked below, we designed our compensation framework through a methodical process that can be clearly explained and evaluated. Under the Strive Board’s direction, we worked with Mercer to build the framework and began by benchmarking overall compensation around the 50th percentile for comparable roles.
We started there because this was a new strategy and results had not yet been demonstrated. It was a starting benchmark, not a permanent ceiling. Sustained exceptional performance can justify reassessing compensation through the same disciplined process, just as underperformance should reduce compensation and bring management accountability.
At the roughly $2.1 billion equity value cited in that post, target annual equity compensation for our entire 30+ person team was approximately $21 million, less than 1% by value. Long-term awards are earned over three years and tied to outperforming Bitcoin, which is our hurdle rate, alongside performance against a broad-based stock market index.
Shareholders can agree or disagree with the resulting package, but its purpose, benchmarking, cost, vesting period, dilution, and performance hurdles are transparent. That clarity comes from the process used to build it.
The Bitcoin treasury sector has evolved extraordinarily quickly, and Metaplanet’s prior compensation program predated its Bitcoin treasury strategy. At that earlier stage, neither the scale of its future success nor all the alignment implications at today’s size may have been apparent.
Metaplanet has delivered substantial value for shareholders over the course of its Bitcoin journey, and its team deserves credit for that performance. I also recognize that Metaplanet has removed the future adjustment mechanism from its prior program and is reviewing its compensation approach. I view that as constructive, and I hope the resulting framework strongly aligns management with shareholders.
That progress does not change my view that the prior structure created misalignment, nor does it make that structure comparable to Strive’s compensation framework.
I believe strong management teams should have meaningful upside when they deliver exceptional long-term results. Our objective is to make that upside transparent, performance-based, and aligned with the shareholders alongside whom we are building the company.
Here is my full post discussing Strive’s framework:
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