Crypto18 September, 20262 min read
VanEck Slams Metaplanet Executive Pay Plan Over Excessive Dilution Risk
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VanEck warns Metaplanet's compensation still risks outsized dilution despite cuts. Former option pool expanded from 46M to 319.5M shares, enabling 273M new shares.
5 outlets told this the same way.
VanEck brands pay “Bad”
Asset manager VanEck criticized Metaplanet’s executive compensation structure in a Friday research note, saying the Japanese firm’s equity plan still exposes shareholders to outsized dilution compared with peers. VanEck said Metaplanet was the only company to receive a "Bad" rating in its assessment of pay structures across the ten largest digital asset treasury companies. VanEck’s data put Metaplanet’s equity plan at 14.7% of fully diluted shares and officer exposure at 8.2%, versus an average officer exposure of 0.8% across the other nine companies in its sample.
“It was the only company to receive a ‘Bad’ rating in the assessment.”
VanEck contrasted that with Strategy, which received a "Good" rating and has an equity plan equal to just 2% of fully diluted shares and officer exposure of 0.5%. VanEck traced the dilution risk to a former mechanism that let Metaplanet’s option pool expand automatically as the company issued new shares to fund Bitcoin purchases.
Auto-expanding pool cut
VanEck said the former option-pool mechanism expanded the pool from 46 million shares to 319.5 million shares, adding roughly 273 million potential shares. The report described how some Metaplanet shareholders urged the company to cancel the additional potential shares created by the adjustment clause. In response to the backlash, Metaplanet ended the automatic adjustment mechanism in August and then cut the overall pool by 41% in September, reducing it from 319.5 million shares to 188.2 million shares.
Even after those changes, VanEck said the revised structure still "falls well short of the mark." VanEck also warned that unless past grants are clawed back, much of the dilution effect may already be locked in.
What VanEck wants next
VanEck called on Metaplanet to reverse the roughly 273 million-share expansion created by the earlier adjustment clause and replace remaining rights with a shareholder-approved compensation plan. The asset manager recommended tying executive compensation to a measurable metric—specifically Bitcoin per fully diluted share—so pay would link to value created for shareholders rather than raw accumulation. VanEck also suggested Metaplanet adopt a written grant-timing policy to reduce discretion and create clearer rules around when compensation is granted relative to share dilution and treasury activity.
BigGo Finance added that BitcoinTreasuries.net places Metaplanet as the third-largest publicly traded corporate Bitcoin holder with 43,000 BTC on its balance sheet. The dispute over dilution, VanEck’s analysis frames, could influence how global investors evaluate the corporate Bitcoin treasury model as Bitcoin exposure grows.