VanEck rated Metaplanet “Bad” on executive compensation practices, the only company among the 10 largest digital asset treasuries to get that grade. It fails all four of the firm’s tests.

The research note landed on September 18. That grade holds even after Metaplanet cut its executive option pool twice in the past month.

What a Digital Asset Treasury Company Is

A digital asset treasury company is a public company whose main business is holding crypto on its balance sheet. Metaplanet is a Tokyo-listed one holding 43,000 Bitcoin (BTC). It funds those purchases by issuing new shares, alongside debt and preferred stock.

Issuing new shares means the pie gets cut into more slices. The slice gets smaller. That is dilution.

The deal investors accept is straightforward. The company buys enough Bitcoin that each remaining slice is still worth more than before.

Where Executive Pay Comes In

Companies pay executives partly in stock options. An option is the right to buy company shares later at a fixed price. If the share price rises, that right is worth money.

Those options sit in a pool. A pool worth 2% of the company means executives could eventually claim 2% of all shares.

The bigger the pool, the more of the company’s value goes to management instead of shareholders.

Where Metaplanet’s Option Pool Came From

Metaplanet was a struggling hotel operator in 2022. Shareholders approved a rescue plan in February 2023, granting seven staff options over 46 million shares at a ¥10 strike price.

That figure was never fixed. A clause inside the plan reset the award to 20% of every share the company could issue.

Once Metaplanet adopted its Bitcoin strategy in April 2024, it began issuing equity to fund purchases, alongside debt and preferred stock. Only the share sales diluted holders, and the clause tracked those.

Each one, therefore, cut shareholders’ stake and enlarged the executive pool in the same move.

Metaplanet’s share count climbed from 153.9 million to roughly 1.35 billion in two years. The pool grew with it, from 46 million shares to 319.5 million.

The Result for Shareholders

Shareholders were diluted to buy Bitcoin. Management’s claim grew alongside that dilution.

Until the recent cuts, VanEck estimates Metaplanet passed roughly 80% of the Bitcoin it bought through to shareholders. Management dilution absorbed the other fifth.

No committee decided this. A formula did it automatically, which is why VanEck singles the company out.

Not everyone reads the pool as excessive. David Bailey, chief executive of Nakamoto, defended its scale.

Follow us on X to get the latest news as it happens

What VanEck Actually Measured

VanEck took the 10 biggest treasury companies and asked four questions.

• How big is the option pool against fully diluted shares
• How much of it sits with named executives
• Can the pool grow without a shareholder vote
• Does the largest award carry a performance hurdle

Metaplanet’s pool is 14.7% of shares against a 4.0% peer average. Its executives hold 8.2% against 0.8%. That works out to roughly 4 times the peer level on pool size and 10 times on officer exposure.

Shareholders never voted on the growth or the two 2026 amendments, and the awards require nothing beyond staying employed.

Metaplanet failed all four. The other nine passed, with Strategy, BitMine, and four others earning good marks.

“We rank Metaplanet (MTPLF) as the only company among the top 10 DATs we classify as ‘Bad’ on executive compensation practices and it falls well short of ‘Acceptable,’” the firm said.

What Changed Recently

The board has moved twice under shareholder pressure.

• August 18. The board repealed the evergreen dilution clause. Yet, the pool stayed at its swollen size.
• September 11. The board rolled the terms back to where they stood before a September 2025 share sale. That rollback cut the pool 41% to 188.2 million shares.

However, 82.8 million shares had already reached insiders under the old terms. Only 105.4 million potential new shares remain, roughly 7% of the company. VanEck says that it is still far worse than any peer, so the bad grade stands.

The firm lists four changes that would lift it. Cancelling the roughly 273 million shares the clause created is the first, followed by a smaller stockholder-approved plan, pay tied to Bitcoin per share, and a written grant-timing policy.

Subscribe to our YouTube channel to watch leaders and journalists provide expert insights

Source: BeInCrypto