Asset manager VanEck has sharply criticized Metaplanet’s executive compensation design, arguing that the company’s recent steps to reduce shareholder dilution tied to its Bitcoin treasury activity do not fully solve the underlying misalignment between management incentives and existing shareholders.

In a Friday research note that reviewed executive pay structures across the 10 largest digital asset treasury companies, VanEck ranked Metaplanet’s approach as “Bad,” the only one in the lowest category. VanEck said Metaplanet’s compensation framework still leaves executives with far more equity exposure than peers and implies higher dilution pressure than investors should tolerate.

Key takeaways

• VanEck rated Metaplanet’s executive compensation “Bad,” citing an equity plan sized at 14.7% of fully diluted shares.
• VanEck estimated officer exposure at 8.2% for Metaplanet—around 10 times the average (0.8%) across the other nine treasury companies reviewed.
• VanEck said Metaplanet’s officer equity exposure and overall option pool remain substantially higher than peer levels even after recent reductions.
• VanEck attributed part of Metaplanet’s problem to a prior option-pool mechanism that automatically expanded as new shares were issued for Bitcoin purchases.
• VanEck urged Metaplanet to unwind the earlier expansion and replace remaining rights with a compensation plan approved by shareholders.

Why VanEck says Metaplanet’s incentives still miss the mark

VanEck’s report focused on how corporate Bitcoin holders structure executive pay—especially where equity compensation can increase alongside treasury activity. The core argument is straightforward: if executive incentives are tied to actions that require share issuance, investors can face dilution even when management claims the strategy is designed to enhance long-term value.

According to VanEck, Metaplanet’s equity plan amounted to 14.7% of fully diluted shares, while officer exposure stood at 8.2%. VanEck compared those figures to the other nine companies in its sample, where officer exposure averaged 0.8% and equity plans were markedly smaller.

VanEck also contrasted Metaplanet with Strategy, identified as the largest corporate Bitcoin holder in its peer set. VanEck rated Strategy’s compensation structure “Good,” citing an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck said Strategy’s equity reserve is fixed, and plan increases require a shareholder vote—an investor-friendly setup designed to prevent automatic equity expansion.

The option-pool mechanism VanEck says drove outsized dilution

VanEck argued that the disparity is not accidental. It said Metaplanet’s previous compensation structure included an option pool that could expand automatically as the company issued additional shares to fund Bitcoin purchases.

Under that mechanism, VanEck said the pool grew from 46 million shares to 319.5 million—an increase of roughly 273 million potential shares. The report points to how such a design can embed dilution into the compensation framework: when the treasury company issues stock to acquire Bitcoin, the equity compensation pool can expand in tandem, compounding the effect for existing shareholders.

That expansion had already drawn scrutiny from Metaplanet shareholders at the time. Earlier coverage from Cointelegraph noted that the pool growth faced backlash, with some shareholders urging Metaplanet to cancel the additional potential shares created by the adjustment clause (see https://cointelegraph.com/news/metaplanets-executive-stock-pool-backlash-ceo-mmxx-ties).

What changed—and why VanEck still says it’s not enough

In response to the criticism, Metaplanet ended the automatic adjustment mechanism in August and cut the overall pool by 41% in September, according to the timeline described in VanEck’s report. The pool fell from 319.5 million shares to 188.2 million shares.

Even with those changes, VanEck said Metaplanet’s current structure “falls well short of the mark.” The implication is that the company’s revisions may have reduced future growth in the pool, but did not fully address the magnitude of the earlier expansion—particularly from the period when issuance linked to Bitcoin purchases also expanded the option pool.

VanEck’s recommendations went further. The report called on Metaplanet to reverse the roughly 273 million-share expansion created by the earlier adjustment clause and replace the remaining rights with a shareholder-approved compensation plan.

VanEck also warned that unless past grants are clawed back, much of the dilution effect may already have occurred. This is an important investor consideration: even if new grants are made under a tighter framework, compensation already delivered or irrevocably granted can leave shareholders carrying the cost.

Proposed fixes: tougher alignment with per-share Bitcoin metrics

Beyond arguing for structural changes to the equity plan, VanEck suggested how Metaplanet could better align executive outcomes with investor interests tied to corporate Bitcoin performance.

The report recommended tying executive compensation to a measurable metric such as Bitcoin per fully diluted share. VanEck also said Metaplanet should adopt a written grant-timing policy, aiming to reduce discretion and create clearer rules around when compensation is granted relative to share dilution and treasury activity.

The broader theme for corporate Bitcoin holders is that pay design can either dampen dilution concerns or amplify them. VanEck’s peer comparison highlights that not all corporate Bitcoin treasuries rely on the same mechanics: in its analysis, companies with fixed equity reserves and shareholder approval requirements scored better on investor alignment than Metaplanet’s former auto-expanding pool.

Metaplanet’s role in the corporate Bitcoin landscape

Metaplanet is a Japanese Bitcoin treasury company and, according to BitcoinTreasuries.net, is currently the third-largest publicly traded corporate Bitcoin holder with 43,000 BTC. That positioning makes the compensation debate more than just governance nitpicking: Metaplanet’s governance choices can influence how global investors evaluate the broader “treasury company” model and whether the economics remain shareholder-friendly as Bitcoin exposure is accumulated.

Earlier coverage from Cointelegraph also described how Metaplanet’s compensation pool adjustments came alongside corporate restructuring around share issuance (see https://cointelegraph.com/news/metaplanet-executive-stock-pool-hong-kong-subsidiary).

For investors, the next key question is whether Metaplanet will meaningfully unwind past dilution tied to the earlier option-pool expansion and how any replacement compensation plan will be structured—particularly whether shareholder approval, clawbacks, and performance metrics are introduced in a way that reduces the link between Bitcoin purchases and executive equity growth.

Quick Read

• Federal law lets the at-home spouse request a fair hearing to push protected savings above the $162,660 CSRA cap when income falls short of $2,705 monthly.

• The income-first rule blocks most couples: the institutionalized spouse’s pension and Social Security must close the gap before any extra assets are protected.

• Winners typically have a low-income at-home spouse, a modest institutionalized spouse income, and high housing costs that push the protected ceiling above the standard cap.

• Two retirees, same $1 million, same 4% rule, buy one finished with $1.4 million, the other hit $0 in 12 years. Our free reader guide explains the flaw that separated them, and the income-first method built to avoid it.

If your spouse is entering a nursing home and you are the one staying home, Medicaid quietly hands you a lever most families never pull. Federal law lets you ask an administrative judge to raise your protected savings above your state’s standard when the income those savings generate isn’t enough to live on.

That is the buried mechanic behind the Community Spouse Resource Allowance fair hearing, and in a narrow set of cases it moves the ceiling well past the widely quoted 2026 cap, according to Centers for Medicare & Medicaid Services.

Start with the baseline figures set by federal regulators. According to the Centers for Medicare & Medicaid Services, the 2026 federal maximum CSRA is $162,660, with a floor of $32,532. States pick a standard inside that band, and the count is a snapshot taken when the ill spouse enters institutional care. Those figures come from the Centers for Medicare & Medicaid Services Center for Medicaid and CHIP Services Informational Bulletin issued April 27, 2026.

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What a Fair Hearing Actually Buys You

The spousal impoverishment statute at 42 U.S.C. §1396r-5 provides that if the community spouse’s monthly income falls below the Minimum Monthly Maintenance Needs Allowance, and the income thrown off by the assets they are already allowed to keep does not close the gap, a hearing officer may raise the resource allowance to an amount that will generate that income. Per the Centers for Medicare & Medicaid Services, the MMMNA is $2,705, effective July 1, 2026, with higher figures in Alaska and Hawaii. The allowance operates as a floor that can expand when the household arithmetic demands it.

Story Continues

Most investors think of the Nasdaq-100 index as a tech index. That’s not unreasonable, given that 66% of the index is, indeed, in the technology sector. However, if you are looking for a high-yield stock, tech usually isn’t the place to look. Which is why my pick in September is from the just over 2% weighting in consumer staples companies.

PepsiCo (NASDAQ: PEP) has a yield of roughly 4.3%. For reference, the S&P 500 index (SNPINDEX: ^GSPC) yields only about 1%, while the average consumer staples stock yields roughly 2.1%. So that yield is attractive on both an absolute and a relative basis. Here’s a quick rundown on why PepsiCo’s yield is so high and why I bought it anyway.

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PepsiCo isn’t hitting on all cylinders

In the second quarter of 2026, PepsiCo’s organic sales rose 2.4%. That’s actually not a terrible number for a consumer staples company, but it is less than half the 6% that Coca-Cola (NYSE: KO) achieved. Given that these two companies are key competitors in the beverage space, you can see why Wall Street isn’t happy with PepsiCo’s business results.

To be fair to PepsiCo, its business spans beverages, snacks, and packaged food products. So it is far more diversified than Coca-Cola. Right now, that’s a headwind, but I actually see the added diversification as a net positive. I believe it gives PepsiCo more levers for long-term growth.

But right now, consumer tastes are shifting. Some of that is related to a general increase in health consciousness. And some is tied to the development of GLP-1 weight-loss drugs, which are changing the way people eat. The why here is less important than the fact that there is a change. PepsiCo is aware of it and is working to update its brand portfolio. That takes time, and Wall Street is famously impatient, so the stock price has fallen. I think that’s an opportunity for long-term investors like me.

PepsiCo has dealt with change before

What’s important to remember right now is that consumer buying habits shift constantly. While the current change may feel dramatic, at least partly due to the impact of GLP-1 drugs, PepsiCo has adjusted its business many times over the past 54 years. Fifty-four may seem like an oddly specific number, but it really isn’t. It is the number of years that PepsiCo has increased its dividend.

That streak makes PepsiCo a Dividend King. A company can’t create a streak like that by accident. It requires a strong business plan that gets executed well in both good times and bad. Today is just a “bad” time. Given the consumer staples giant’s long and successful history, I’m confident it will eventually get back on track. To get there, it is leaning into innovation and acquiring on-trend brands.

PepsiCo is paying you well to wait

Not only is PepsiCo’s yield high relative to the S&P 500 and the average consumer staples stock, but it is also near the highest levels in the company’s own yield history. Wall Street is basically treating PepsiCo as if it is a terrible business, even though organic sales are still increasing and the company remains highly profitable, with second-quarter earnings of $2.20 per share, up 4% year over year. This is not a money-losing start-up on the verge of bankruptcy.

If you buy PepsiCo today, you can collect an attractive yield while this historically well-run company adjusts its brand portfolio, as it has many times before. While the stock isn’t a risk-free investment, I think the risk-versus-reward balance is tilted heavily toward reward.

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There Are Only a Handful of Nasdaq-100 Stocks That Yield Over 3%. Here’s My Top Pick to Buy in September. was originally published by The Motley Fool

Asset manager VanEck has criticized Metaplanet’s executive compensation structure, arguing that recent efforts by the Bitcoin treasury company to curb shareholder dilution still fall short of adequately aligning management with investors.

In a Friday report examining executive compensation across the 10 largest digital asset treasury companies, VanEck labeled Metaplanet’s compensation structure “Bad,” making it the only firm to fall into the lowest category. VanEck cited an equity plan equal to 14.7% of fully diluted shares and officer exposure of 8.2%.

VanEck said 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.

By comparison, Strategy, the largest corporate Bitcoin (BTC) holder, has an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck rated its compensation structure “Good,” noting that its equity reserve is fixed and plan increases require a shareholder vote. 

Metaplanet is a Japanese Bitcoin treasury company that currently ranks as the third-largest publicly traded corporate Bitcoin holder, with 43,000 BTC, according to BitcoinTreasuries.net.

Top 10 Bitcoin treasury companies. Source: BitcoinTreasuries.NET

Bitcoin purchases expanded executive option pool

VanEck said 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 Metaplanet 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, from 319.5 million to 188.2 million shares. VanEck, however, said the changes still “fall well short of the mark.”

Metaplanet’s equity compensation versus peers. Source: VanEck Research

Friday’s 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.

Magazine: Bitcoin treasury firms can outperform BTC… but is the risk worth taking?

The Clarity Act would have cleared that up and also elevated the SEC’s sister agency, the Commodity Futures Trading Commission, to new authorities — most importantly full supervisory powers over the crypto commodity spot markets. Spot markets are where commodities trade directly, and since bitcoin and Ethereum’s ether were eventually determined to be commodities, it became clear the bulk of crypto trading happens in that space that’s absent a hands-on regulator (except in situations in which bad guys are manipulating the markets).

This conflict is uniquely American, because the U.S.’ regulatory regime developed completely separate securities and derivatives agencies, unlike the unification elsewhere. (Yes, everybody knows it’s unnecessarily complicated.) So figuring out which one is responsible for each asset has been a minefield from day one.

Defining the different buckets of blockchain-native assets and who would regulate them was a core aspect of Clarity. Plus, the bill did a lot of things meant to curb illicit finance. And — in a particularly contentious arena — it sought to offer limited legal protections to software developers in decentralized finance (DeFi), so they wouldn’t get prosecuted for how other people use their work.

We’ll pass on talking about the sections that actually killed the bill, which had very little to do with the legislation’s primary business. Instead, we’ll look at what happens in the Clarity-shaped hole in U.S. policy. And thanks to the SEC, we didn’t have to wait long.