According to reports from VanEck, Metaplanet received the only 'Bad' rating among the 10 largest digital asset treasuries on executive compensation practices. The research note, published on September 18, holds this grade even after Metaplanet cut its executive option pool twice in the past month. The company failed all four of VanEck's comprehensive tests, while the other nine companies passed, with Strategy, BitMine, and four others earning good marks. As per VanEck's latest analysis, Metaplanet falls well short of the mark even after recent board adjustments, failing on every dimension at once. The firm specifically calls Metaplanet's executive pay a 'shareholder trap' that adds to shareholder dilution.
As reported by VanEck, Metaplanet's executive option pool grew dramatically from 46 million shares in February 2023 to 319.5 million shares currently, representing a 6.5-fold increase. The pool now stands at 14.7% of fully diluted shares against a 4.0% peer average, with executives holding 8.2% compared to 0.8% for peers. This works out to approximately 4 times the peer level on pool size and 10 times on officer exposure. The company's share count expanded from 153.9 million to roughly 1.35 billion over two years, primarily through equity issuances to fund Bitcoin purchases. According to VanEck's latest data, the pool represents a 20% of the company on a fully diluted basis, with the largest single officer holding 3.8% of fully diluted shares. Compared to other DATs, Metaplanet's 14.7% plan pool was 3.7x the 4.0% peer average, officer exposure was 10.4x the 0.8% average, and its largest officer position was 5.9x the 0.6% average.
According to VanEck's analysis, the board implemented two significant changes under shareholder pressure. On August 18, the board repealed the evergreen dilution clause, yet the pool remained at its swollen size. On September 11, the board rolled terms back to pre-September 2025 levels, cutting the pool 41% to 188.2 million shares. However, 82.8 million shares had already reached insiders under the old terms, leaving only 105.4 million potential new shares, approximately 7% of the company. As per VanEck's latest assessment, these actions still fall well short of the mark, as the pool did not balloon to its size by committee decision but through an unchanged, floating clause that reset the stock grant to 20% of fully diluted shares each time the company issued stock. Unlike Strategy, BitMine, and Strive, Metaplanet's rights had no performance conditions beyond continued service.
As reported by VanEck, shareholders were diluted to purchase Bitcoin, with management's claim growing alongside dilution. Until recent cuts, VanEck estimates Metaplanet passed roughly 80% of Bitcoin purchases through to shareholders, while management dilution absorbed the other fifth. The company, a Tokyo-listed entity holding 43,000 Bitcoin, funds purchases through issuing new shares alongside debt and preferred stock, with each share sale cutting shareholder stakes while enlarging the executive pool simultaneously. According to VanEck's latest analysis, this structure allowed pool growth without shareholder vote and required no performance hurdles beyond employment continuation. The firm estimates that before recent reductions, management dilution could have absorbed roughly 20% of the economic value created through Bitcoin purchases, leaving shareholders with about 80%.
According to VanEck's assessment, Metaplanet would need four specific changes to improve its rating. The firm identifies cancelling the approximately 273 million shares the clause created as the first priority, followed by a smaller stockholder-approved plan, pay tied to Bitcoin per share, and a written grant-timing policy. The current structure allows pool growth without shareholder vote and requires no performance hurdles beyond employment continuation. As per VanEck's latest recommendations, these changes would move Metaplanet off the 'Bad' band, including tying compensation to a shareholder-aligned key performance indicator such as bitcoin per FD share, adopting a written grant-timing policy, and implementing performance tests on largest awards. Other DATs like Strategy and BitMine earned 'Good' ratings because they have fixed pools, require shareholder approval for increases, and maintain officer exposure of 1% or less.
