VanEck has placed Metaplanet in its “Bad” category for executive compensation among the 10 largest digital asset treasury companies, according to research published on September 18. The rating came even though the Japanese Bitcoin treasury company has cut its executive option pool twice in recent weeks.

Because Metaplanet funds its Bitcoin purchases partly through share issuance, the size of executive equity awards directly shapes how much dilution existing shareholders absorb. That is the tension running through VanEck's critique.

VanEck's review examined equity compensation structures across the sector and found that Metaplanet failed all four tests applied. The company has faced growing scrutiny over potential shareholder dilution linked to its Series 10 stock acquisition rights — instruments that can convert into new shares, making their size a direct dilution question.

Four Compensation Tests

The tests probe how much of a company's equity is reserved for insiders, how much discretion governs its expansion, and whether payouts require performance. VanEck measured:

• The size of the equity plan relative to fully diluted shares
• The portion of the pool held by named officers
• Whether the pool can expand without shareholder approval
• Whether the largest award includes a performance hurdle

Metaplanet's option pool accounted for 14.7% of fully diluted shares, against a 4% average among the other companies reviewed. Named officers' exposure reached 8.2%, compared with a peer average of 0.8%. Fully diluted counts include every claim that could convert into stock, which is why gaps of this size translate into materially different per-share Bitcoin exposure.

The arrangement predates Metaplanet's adoption of its Bitcoin treasury strategy, but it expanded as the company issued shares to finance Bitcoin purchases.

Recent Cuts Shrink the Pool

Metaplanet first amended the structure on August 18 by removing the automatic adjustment mechanism. On September 11, it reduced the number of shares attached to the remaining rights.

That second change trimmed the potential share pool by roughly 41%, from approximately 319.5 million shares to 188.2 million. Shares already issued to option holders were not canceled.

The revisions also lowered the dilution still outstanding under the program. Metaplanet said the adjustment would increase Bitcoin per fully diluted share by about 8.8% — a metric that captures how much Bitcoin stands behind each claim on the company.

VanEck nevertheless maintained its “Bad” classification, noting that the revised structure still exceeds peer levels and retains other features that failed its screening criteria.

What Comes Next for Metaplanet

VanEck identified several steps that could address its concerns: canceling additional shares created under the earlier formula, adopting a smaller shareholder-approved compensation plan, tying executive rewards to Bitcoin per share, and setting clearer rules for grant timing.

Metaplanet has indicated that it is reviewing its governance and compensation policies. Its next compensation framework could therefore become an important test of how the company balances executive incentives with shareholder dilution — and, with VanEck's criteria now published for the 10 largest digital asset treasury companies, it sets a visible benchmark for how the sector's pay structures are judged.