Global asset manager VanEck has issued a scathing critique of Metaplanet’s executive compensation structure, arguing that recent efforts by the prominent Bitcoin treasury company to curb shareholder dilution still fall significantly short of adequately aligning management interests with those of public investors.
In a report released on Friday, VanEck examined the executive compensation practices of the ten largest digital asset treasury companies globally. Within this comparative study, VanEck labeled Metaplanet’s compensation framework as “Bad,” making it the single firm across the entire cohort to fall into the lowest possible evaluation category. The investment firm specifically cited an equity plan amounting to 14.7% of fully diluted shares and an officer exposure rate of 8.2% as core drivers of this poor rating.
According to VanEck’s findings, Metaplanet’s officer exposure sits at roughly ten times the 0.8% average observed across the other nine digital asset treasury companies included in the analysis. Furthermore, the firm’s overall equity plan measures nearly four times the peer group average, highlighting a stark imbalance in how corporate rewards are structured relative to industry standards.
By way of contrast, VanEck pointed to Strategy, the largest corporate holder of Bitcoin, which maintains an equity plan equal to just 2% of fully diluted shares alongside an officer exposure of 0.5%. VanEck rewarded Strategy with a “Good” rating for its compensation structure, emphasizing that its equity reserve is strictly fixed and that any future plan increases must be explicitly approved by a shareholder vote.
Metaplanet, a publicly traded Japanese corporate entity, has risen rapidly in prominence within the digital asset economy. It currently holds the position of the third-largest publicly traded corporate Bitcoin holder worldwide, boasting a massive reserve of 43,000 BTC, according to data compiled by BitcoinTreasuries.net. However, the aggressive capital-raising and equity-diluting strategies the company has utilized to accumulate these massive Bitcoin holdings have increasingly drawn scrutiny from institutional observers and market participants alike.
Bitcoin Purchases Expanded Executive Option Pool
The roots of this compensation controversy trace back to Metaplanet’s former corporate governance framework. VanEck’s report detailed how the company’s previous structure featured a mechanism that allowed its executive option pool to expand automatically every time the company issued new shares to fund additional Bitcoin purchases.
This automated adjustment mechanism triggered a dramatic ballooning of the option pool, which surged from an initial 46 million shares to a staggering 319.5 million shares. In practice, this added roughly 273 million potential shares to the corporate pipeline, directly increasing the risk of substantial equity dilution for existing shareholders.
During the height of this expansion, the policy drew sharp backlash from a vocal segment of Metaplanet’s shareholder base. Investors publicly criticized the mechanism and called on corporate leadership to cancel the massive block of additional potential shares created by the automated adjustment clause.
Responding to mounting pressure from the market, Metaplanet took steps to alter its trajectory. The company officially terminated the automatic adjustment mechanism in August and subsequently implemented a 41% reduction to the overall option pool in September, slashing it from 319.5 million down to 188.2 million shares.
Despite these remedial measures, VanEck argued that the changes still fall well short of the mark required to protect investors. Friday’s report explicitly called on Metaplanet to take more aggressive corrective action by entirely reversing the approximately 273 million-share expansion generated by the defunct adjustment clause. VanEck further recommended that the company replace any remaining rights with a traditional, strictly shareholder-approved compensation plan. The asset manager also noted that unless past grants are formally clawed back, a vast portion of the shareholder dilution has already effectively occurred.
To restore market confidence and align management incentives with long-term shareholder value, VanEck recommended tying future executive compensation directly to performance metrics such as Bitcoin per fully diluted share. Additionally, the firm advised Metaplanet to adopt a formal, written grant-timing policy to bring its corporate governance practices in line with recognized international standards for digital asset treasury management.
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