VanEck criticizes Metaplanet over executive dilution despite compensation cuts

In a report assessing executive pay among the 10 largest digital-asset treasury companies, asset manager VanEck singled out Japan’s Metaplanet for having an unusually large equity compensation program that it says is poorly aligned with shareholders. VanEck placed Metaplanet in the lowest category for pay structure, citing an equity plan equal to 14.7% of fully diluted shares and officer exposure representing 8.2% of fully diluted shares. VanEck contrasted those figures with the peer group, noting the company’s officer exposure is approximately ten times the 0.8% average and its overall equity reserve is nearly four times the peer average. By comparison, VanEck highlighted Strategy — the largest corporate Bitcoin holder — as an example of a tighter structure, with an equity plan of 2% of fully diluted shares and officer exposure of 0.5%, and a fixed reserve that requires shareholder approval for increases. The large equity stake at Metaplanet grew after a past compensation mechanism automatically increased the option pool when the company issued shares to buy Bitcoin. That mechanism caused the option pool to expand from 46 million shares to 319.5 million — an addition of roughly 273 million potential shares — a change that drew criticism from some investors. Metaplanet removed the automatic adjustment in August and trimmed the pool by 41% in September, cutting it back to 188.2 million shares. VanEck said those steps are insufficient, urging the company to reverse the roughly 273 million-share expansion created by the adjustment clause, replace remaining rights with a shareholder-approved plan, and consider clawbacks for past grants. The report also recommended linking pay to a concrete metric such as Bitcoin per fully diluted share and adopting a written grant-timing policy to limit dilution.