VanEck’s Peer Review Places Metaplanet Alone in Lowest Tier

Asset manager VanEck has sharply criticized the executive compensation framework at Metaplanet, a Japanese Bitcoin treasury company. In a Friday analysis covering the 10 largest digital asset treasury firms, VanEck assigned Metaplanet the sole “Bad” rating. The firm pointed to an equity compensation plan equal to 14.7 percent of fully diluted shares and officer exposure of 8.2 percent.

Those figures stand well above the peer group. Officer exposure at Metaplanet is roughly ten times the 0.8 percent average recorded for the other nine companies. The overall equity plan is nearly four times larger than the average among those peers, according to the review.

Contrast With Strategy’s Fixed-Reserve Model

VanEck drew a clear distinction with Strategy, identified as the largest corporate Bitcoin holder in the group. Strategy’s equity plan equals 2 percent of fully diluted shares, with officer exposure at 0.5 percent. VanEck rated that structure “Good,” noting that the equity reserve is fixed and any increases require a shareholder vote.

The difference in design is central to the critique. Automatic scaling of compensation pools alongside capital raises for Bitcoin purchases can compound dilution for existing shareholders over time, whereas fixed reserves subject to investor approval limit that pressure.

How Automatic Expansion Previously Inflated the Option Pool

VanEck traced part of the disparity to Metaplanet’s earlier compensation setup. Under the prior arrangement, the option pool could expand automatically whenever the company issued new shares to finance Bitcoin acquisitions. That mechanism lifted the pool from 46 million shares to 319.5 million shares, adding approximately 273 million potential shares.

The expansion previously attracted criticism from some Metaplanet shareholders, who urged cancellation of the additional potential shares created by the adjustment clause.

Recent Reductions Still Fall Short, VanEck Says

In response to the earlier concerns, Metaplanet discontinued the automatic adjustment mechanism in August. It further reduced the overall pool by 41 percent in September, bringing it down from 319.5 million shares to 188.2 million shares.

VanEck maintained that these steps remain insufficient. The firm stated that the revised arrangement still “falls well short of the mark.” It argued that the roughly 273 million-share expansion linked to the former adjustment clause has not been reversed. Without clawbacks of past grants, a substantial portion of the dilution effect has already taken place, even if future growth in the pool is constrained.

VanEck’s Recommended Path Forward

VanEck called on Metaplanet to reverse the earlier expansion of potential shares and to replace remaining rights with a compensation plan approved by shareholders. The firm further advised linking executive pay to a metric such as Bitcoin per fully diluted share rather than mechanisms that grow when new equity is issued for Bitcoin purchases.

It also recommended adoption of a written grant-timing policy to increase transparency around the timing of equity awards relative to share issuance and treasury activity.

Metaplanet ranks as the third-largest publicly traded corporate Bitcoin holder, with holdings of 43,000 BTC according to BitcoinTreasuries.net data cited in the analysis. Its governance decisions therefore carry broader significance for how investors assess the shareholder alignment of the corporate Bitcoin treasury model.