VanEck criticizes Metaplanet executive pay despite dilution cuts

Asset manager VanEck has criticized Metaplanet's executive compensation structure, arguing that recent efforts by the Bitcoin treasury company to curb shareholder dilution still fall short of adequately aligning management with investors. In a Friday report examining executive compensation across the 10 largest digital asset treasury companies, VanEck labeled Metaplanet’s compensation structure “Bad,” making it the only firm to fall into the lowest category. VanEck cited an equity plan equal to 14.7% of fully diluted shares and officer exposure of 8.2%.

VanEck said Metaplanet’s officer exposure is roughly 10 times the 0.8% average of the other nine companies analyzed, while its overall equity plan is nearly four times the peer average. By comparison, Strategy, the largest corporate Bitcoin (BTC) holder, has an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck rated its compensation structure “Good,” noting that its equity reserve is fixed and plan increases require a shareholder vote.

Metaplanet is a Japanese Bitcoin treasury company that currently ranks as the third-largest publicly traded corporate Bitcoin holder, with 43,000 BTC, according to BitcoinTreasuries.net.

VanEck said the disparity stems partly from Metaplanet’s former compensation structure, which allowed its option pool to expand automatically as the company issued shares to fund Bitcoin purchases. The mechanism caused the pool to grow from 46 million shares to 319.5 million, adding roughly 273 million potential shares. At the time, the expansion drew criticism from some Metaplanet shareholders, who called on the company to cancel the additional potential shares created by the adjustment mechanism.

Amid the criticism, Metaplanet ended the automatic adjustment mechanism in August and cut the overall pool by 41% in September, from 319.5 million to 188.2 million shares. VanEck, however, said the changes still “fall well short of the mark.”

Friday’s report called for Metaplanet to reverse the roughly 273 million-share expansion created by the adjustment clause and replace the remaining rights with a shareholder-approved compensation plan. VanEck separately noted that unless past grants are clawed back, much of the dilution has already occurred. VanEck also recommended tying executive compensation to a metric such as Bitcoin per fully diluted share and adopting a written grant-timing policy.