VanEck Criticizes Metaplanet Over Executive Dilution Despite Compensation Cuts
Asset manager VanEck has publicly criticized Japanese Bitcoin treasury firm Metaplanet's executive compensation structure, highlighting that recent efforts to curb shareholder dilution remain insufficient to properly align management incentives with those of investors, despite the company's moves to reduce compensation pools.
VanEck's Evaluation of Metaplanet's Compensation Structure
In a Friday report reviewing executive compensation among the ten largest digital asset treasury firms, VanEck singled out Metaplanet as the only company earning a "Bad" rating. The asset manager pointed to an equity plan accounting for 14.7% of fully diluted shares and executive exposure of 8.2%.
By contrast, other nine companies averaged only 0.8% executive exposure and roughly 4% in overall equity plans. For example, Strategy, the largest corporate Bitcoin holder, maintains an equity plan at 2% of fully diluted shares and executive exposure at 0.5%.
VanEck emphasized that unlike Strategy, which requires shareholder approval for plan increases, Metaplanet lacks similar governance safeguards to restrict option pool expansion.
Expansion Mechanism and Metaplanet's Response
Metaplanet's significantly large equity pool is partly due to an automatic adjustment mechanism tied to share issuances funding Bitcoin purchases that inflated the option pool from 46 million shares to 319.5 million — an addition of approximately 273 million shares.
This automatic expansion sparked criticism among Metaplanet shareholders demanding the cancellation of the inflated shares.
Responding to concerns, Metaplanet terminated the adjustment clause in August and reduced the overall pool by 41% in September from 319.5 million to 188.2 million shares.
Nonetheless, VanEck stated that these steps still fall far short of adequately addressing the shareholder dilution issue.
VanEck's Recommendations and Investor Implications
VanEck’s report calls on Metaplanet to reverse the roughly 273 million-share expansion caused by the automatic adjustment and to adopt a new compensation plan requiring shareholder approval.
The researchers also noted that unless previous grants are clawed back, much of the dilution has already materialized, affecting current shareholders.
Furthermore, VanEck suggests linking executive compensation to performance metrics such as Bitcoin held per fully diluted share and implementing a formal grant timing policy to bring transparency and alignment.
Why it matters
This news is significant because it highlights growing investor and analyst concerns from major institutional players about transparency and fairness in executive compensation frameworks within cryptocurrency treasury firms. Specifically, Metaplanet — one of the largest publicly traded corporate Bitcoin holders — faces criticism for excessive share dilution that erodes shareholder value and misaligns management incentives. VanEck’s calls for stronger corporate governance measures may pressure large digital treasuries to elevate accountability and reporting standards as the sector matures rapidly.
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