Asset manager VanEck has criticized Metaplanet's executive compensation framework, arguing that recent steps by the Japanese Bitcoin treasury company to curb shareholder dilution still fail to adequately align management with investors.

In a Friday report reviewing executive pay across the 10 largest digital asset treasury companies, VanEck graded Metaplanet's compensation structure “Bad” — the only firm among the group to fall into the lowest category. The asset manager cited an equity plan equal to 14.7% of fully diluted shares and officer exposure of 8.2%. Because Metaplanet issues shares to fund its Bitcoin purchases, the scale of equity reserved for executives directly shapes the dilution existing holders face.

VanEck said Metaplanet's officer exposure is roughly 10 times the 0.8% average recorded across the other nine companies analyzed, while its overall equity plan is nearly four times the peer average.

By comparison, Strategy, the largest corporate holder of Bitcoin (BTC), carries an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck rated that structure “Good,” noting that its equity reserve is fixed and that any increase to the plan requires a shareholder vote — a safeguard that leaves expansion decisions in shareholders' hands rather than management's.

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

Bitcoin purchases expanded executive option pool

VanEck attributed the disparity partly to Metaplanet's former compensation structure, which allowed the company's option pool to expand automatically as it 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.

The expansion drew criticism from some Metaplanet shareholders at the time, who called on the company to cancel the additional potential shares created by the adjustment mechanism.

Amid the pushback, Metaplanet ended the automatic adjustment mechanism in August and subsequently reduced 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.”

The Friday report urged Metaplanet to reverse the roughly 273 million-share expansion created by the adjustment clause and to 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 — a gauge of how much Bitcoin backs each share once all potential shares are counted — and adopting a written grant-timing policy. Taken together, the recommendations spell out what VanEck wants to see beyond the August and September adjustments, offering a benchmark for whether Metaplanet's governance reforms go further.