A 14.7% Option Pool

VanEck has rated Metaplanet (MTPLF) "Bad" on executive compensation practices, making the Tokyo-listed firm the only company among the ten largest digital asset treasury (DAT) companies to receive that classification — and, according to the asset manager, well short of even "Acceptable." Metaplanet, which holds 43,000 Bitcoin (BTC) on its balance sheet, failed all four of the firm's tests, per a research note dated September 18. The grade stands even after the company trimmed its executive option pool twice within the past month.

VanEck's framework posed four questions to each treasury company: how large the option pool is relative to fully diluted shares, how much of it sits with named executives, whether the pool can expand without a shareholder vote, and whether the largest award carries a performance hurdle. Metaplanet's pool stands at 14.7% of shares outstanding versus a 4.0% peer average, while its named executives hold 8.2% against a 0.8% peer figure — roughly four times the peer level on pool size and ten times on officer exposure. The other nine companies in the comparison all passed, with Strategy, BitMine and four others earning good marks.

The structure of the complaint is unusual: no committee ever voted to enlarge the pool. A formula embedded in the original award did it automatically, which is why VanEck singles Metaplanet out rather than flagging the sector broadly. At its core, the dispute amounts to tokenomics translated into equity terms — every new share issued to fund Bitcoin purchases dilutes existing holders, and Metaplanet's clause allowed management's claim to expand with each issuance.

Two Board Retreats Under Pressure

The mechanics trace back to 2022, when Metaplanet was a struggling hotel operator. Shareholders approved a rescue plan in February 2023 granting seven staff options over 46 million shares at a ¥10 strike price, but a clause inside that plan reset the award to 20% of every share the company could ever issue. After the firm adopted its Bitcoin strategy in April 2024 and began funding purchases with new equity, debt and preferred stock, each issuance cut shareholders' stakes while enlarging the executive pool in the same move. The share count climbed from 153.9 million to roughly 1.35 billion in two years, while the pool grew from 46 million to 319.5 million. Before the recent cuts, roughly 80% of the Bitcoin Metaplanet bought reached shareholders, with management dilution absorbing the remaining fifth, according to VanEck's estimate.

The board has since moved twice under shareholder pressure. On August 18 it repealed the evergreen dilution clause, though the pool kept its swollen size; on September 11 it rolled terms back to pre-September 2025 levels, cutting the pool by 41% to 188.2 million shares. That still leaves 82.8 million shares already delivered to insiders under the old terms, with only 105.4 million potential shares — about 7% of the company — remaining.

The defense has not been silent. Nakamoto chief executive David Bailey published a post calling Metaplanet the best-performing equity in the world for nearly two years, up 1,300% from genesis with more than 40x Bitcoin per share, arguing the pool's scale was earned.

What VanEck Wants Next

The VanEck note — the primary document here — indicates the grade is less about pay size than about process: shareholders never voted on the growth or the two 2026 amendments, and awards require nothing beyond continued employment. The firm lists a path back to respectability: cancelling the roughly 273 million shares the clause created, a smaller stockholder-approved plan, pay tied to Bitcoin per share, and a written grant-timing policy. The Bitcoin-per-share yardstick — how much of the asset backs each outstanding share — is the same measure Bailey invoked when he argued the pool's scale had been earned. The stockholder-approved plan, meanwhile, would reinstall the approval step the clause bypassed, making any fresh shareholder vote the concrete item to watch. For DAT investors weighing corporate custody and governance alike, Metaplanet is now the test case.