Asset manager VanEck has criticized Metaplanet's executive compensation structure, concluding that the Bitcoin treasury company's recent moves to curb shareholder dilution still do not adequately align management interests with investors.
In a Friday report examining executive compensation across the 10 largest digital asset treasury companies, VanEck labeled Metaplanet's structure "Bad," making it the sole firm placed in the lowest category. VanEck cited an equity plan equal to 14.7% of fully diluted shares and officer exposure of 8.2%.
Metaplanet's officer exposure is roughly 10 times the 0.8% average of the other nine companies analyzed, while its overall equity plan is nearly four times the peer average, according to the report.
By comparison, Strategy—the largest corporate Bitcoin holder—has an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck rated Strategy's compensation structure "Good," noting that its equity reserve is fixed and any plan increases require a shareholder vote.
Metaplanet, a Japanese Bitcoin treasury company, currently ranks as the third-largest publicly traded corporate Bitcoin holder with 43,000 BTC, according to BitcoinTreasuries.net.
The disparity stems partly from Metaplanet's former compensation structure, which allowed its option pool to expand automatically as the company issued shares to fund Bitcoin purchases. The mechanism caused the pool to grow from 46 million shares to 319.5 million, adding roughly 273 million potential shares.
At the time, the expansion drew criticism from some shareholders, who called on the company to cancel the additional potential shares created by the adjustment mechanism.
Amid the criticism, Metaplanet ended the automatic adjustment mechanism in August and cut the overall pool by 41% in September, reducing it from 319.5 million to 188.2 million shares. VanEck said the changes still "fall well short of the mark."
The report called for Metaplanet to reverse the roughly 273 million-share expansion created by the adjustment clause and replace the remaining rights with a shareholder-approved compensation plan. VanEck separately noted that unless past grants are clawed back, much of the dilution has already occurred.
VanEck also recommended tying executive compensation to a metric such as Bitcoin per fully diluted share and adopting a written grant-timing policy.
