Bitcoin Japan is asking shareholders on June 29 to approve a broader governance reset than a routine board refresh. Chief executive Phillip Lord would stay in place, chairman Akshay Naheta would remain chairman, Masato Mori would join as a director, and Junaid Shah, Robert Jameson and Nathaniel Rowe would be added as outside directors. Two current directors, Shinya Awazu and Atsushi Katsuura, would leave at the end of their terms. Mikio Ii would continue as the full-time audit committee director, while the two outside audit committee directors are unchanged because their terms are still running. The company says the changes are meant to strengthen management, speed business expansion and lift medium- to long-term corporate value.
The sharper change is in pay. Bitcoin Japan wants to rebuild its executive long-term incentives around three tools: a revised restricted stock unit plan, a new performance stock unit plan, and paid stock options. The revised RSU plan would spell out continued-service requirements, transfer restrictions of at least three years, and malus and clawback provisions if there are serious legal or compliance breaches, accounting fraud or major financial statement revisions. Management says that better fits businesses where value is built over time, specifically the company’s digital-asset treasury and Pre-IPO investment operations.
The PSU plan raises the bar further. Awards would vest in four 25% tranches only if two conditions are met: Bitcoin Japan’s share price must stay at or above ¥250, ¥400, ¥550 and ¥700 for 30 consecutive trading days, depending on the tranche, and the company’s Pre-IPO investment portfolio must show cumulative equity IRR of at least 12.5% at the vesting date. The evaluation window is five years. The proposed paid options use the same stepped share-price hurdles, with the company saying the structure is meant to make executives share risk with shareholders.
The tradeoff is dilution. Across the revised RSU plan, the new PSU plan and the paid option scheme, the common cap is 6,780,000 shares. The company says that headline amount is about 10.0% of its fully diluted share count, but argues the practical increase from new issuance should be closer to 5.0% because it intends to use 3,396,257 treasury shares first. Each RSU or PSU grant round would also be capped at 3.0% of shares outstanding excluding treasury stock, with detailed allocations and option pricing left to later board decisions if shareholders approve the framework.
The backdrop explains why Bitcoin Japan is asking for that latitude now. On the same day, it proposed changing its articles to add business lines in natural resources, advanced materials, robot solutions and robotics-as-a-service, while raising authorized shares to 271,402,592 from 238,561,392 to keep fundraising flexible. It also approved a new Singapore subsidiary, AI INFRASTRUCTURE MATERIALS PTE. LTD., to handle overseas AI infrastructure and broader AI ecosystem investments, with management saying the near-term earnings effect should be minor. None of the board changes, pay-plan revisions or articles amendments is final before the June 29 shareholder meeting, so investors are being asked to approve a framework, not every final line item.