VanEck Challenges Metaplanet’s Executive Dilution Despite Cuts

Asset manager VanEck has issued a sharp critique of Metaplanet’s executive compensation design, arguing that the Japanese corporate Bitcoin treasury’s efforts to limit shareholder dilution do not go far enough. In a Friday analysis of compensation practices across the 10 largest digital asset treasury companies, VanEck concluded that Metaplanet’s structure is the only one that falls into the report’s lowest tier.

VanEck’s comparison points to both the size of Metaplanet’s equity compensation plan and the degree of personal exposure for its officers. The firm said Metaplanet’s equity plan equals 14.7% of fully diluted shares, while officer exposure stands at 8.2%—figures VanEck describes as materially higher than peers.

Key takeaways

• VanEck rated Metaplanet’s executive compensation as “Bad,” the only company in its lowest category in a peer review of 10 major Bitcoin treasury firms.
• VanEck cited Metaplanet’s equity plan at 14.7% of fully diluted shares and officer exposure at 8.2%—far above peer averages of 0.8% (officer exposure) and an overall plan nearly four times lower than Metaplanet.
• VanEck said a prior compensation mechanism allowed Metaplanet’s option pool to expand automatically as new shares were issued to fund Bitcoin purchases.
• While Metaplanet ended the automatic adjustment in August and reduced its option pool by 41% in September, VanEck argued the fixes still “fall well short of the mark.”
• VanEck urged Metaplanet to reverse a roughly 273 million-share expansion created by the earlier adjustment clause and to replace remaining rights with a shareholder-approved plan.

Why VanEck says Metaplanet’s incentives misalign

VanEck’s report evaluates executive compensation among the largest publicly traded digital asset treasury companies, focusing on how equity plans may contribute to dilution for existing shareholders. In that framework, VanEck said Metaplanet stands out for the scale of both its equity reserve and executive ownership exposure.

The asset manager argues that Metaplanet’s officer exposure—8.2%—is roughly 10 times the 0.8% average of the other nine companies reviewed. It also said Metaplanet’s broader equity plan is nearly four times the peer average, raising concerns that incentives may be overstated relative to what shareholders receive in return.

A contrast with Strategy’s “fixed” approach

VanEck’s report includes a direct comparison with Strategy, described as the largest corporate Bitcoin holder. According to VanEck, Strategy’s equity plan equals 2% of fully diluted shares, and officer exposure is 0.5%. VanEck rated Strategy’s compensation structure as “Good,” noting that its equity reserve is fixed and that plan increases require a shareholder vote.

That difference—between automatic scaling and shareholder-approved adjustments—appears to be central to VanEck’s critique. The implication for investors is straightforward: compensation structures that expand in lockstep with capital raises (even those done to purchase Bitcoin) can magnify dilution pressure over time.

The mechanism VanEck says drove past dilution

VanEck said part of the disparity traces back to Metaplanet’s former compensation setup. In the period before changes, the company’s option pool could grow automatically as Metaplanet issued shares to finance Bitcoin acquisitions. VanEck reported that this mechanism expanded the pool from 46 million shares to 319.5 million shares, adding about 273 million potential shares.

At the time, the expansion drew criticism from some Metaplanet shareholders. Earlier coverage by Cointelegraph noted backlash over the way the adjustment mechanism increased the pool, prompting calls for cancellation of the additional potential shares created by the clause (see Cointelegraph’s reporting).

Metaplanet’s cuts—VanEck still not satisfied

In response to the controversy, Metaplanet ended the automatic adjustment mechanism in August. It also reduced the overall pool by 41% in September, from 319.5 million shares to 188.2 million shares (Cointelegraph previously reported on the cut in its coverage).

However, VanEck argued that the newer arrangement does not fully correct the underlying issue. The firm stated that the changes still “fall well short of the mark,” and it said Metaplanet should address the roughly 273 million-share expansion attributable to the earlier adjustment clause.

VanEck further noted that unless past grants are clawed back, much of the dilution already occurred—an important distinction for shareholders. Even if future option pools are reduced, prior equity rights may continue to affect share count and per-share metrics depending on exercise and conversion dynamics.

In practical terms, VanEck’s recommendation was that Metaplanet reverse the additional share potential created by the earlier mechanism and replace the remaining rights with a compensation plan approved by shareholders.

What VanEck wants Metaplanet to do next

Beyond undoing earlier expansion, VanEck recommended restructuring compensation around more shareholder-aligned metrics. The firm said executive pay should be tied to a measure such as Bitcoin per fully diluted share, rather than relying on mechanisms that expand when shares are issued for Bitcoin purchases.

VanEck also called for a written grant-timing policy. The intent, as implied by the recommendations, is to reduce ambiguity around when equity is granted and to make compensation practices easier for investors to assess against stated dilution goals.

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

Investors looking at corporate Bitcoin treasuries may want to watch whether Metaplanet can translate “anti-dilution” intentions into enforceable structural changes—particularly around whether prior equity expansion is reversed or mitigated. VanEck’s critique suggests the key question is not only how the pool is handled going forward, but what happens to the dilution already embedded in past grants.