VanEck Labels Metaplanet 'Bad' on Executive Compensation Tests

VanEck has rated Metaplanet as "Bad" for its executive compensation practices, making it the only firm among the 10 largest digital asset treasuries to receive that mark. The company failed all four of VanEck's tests.

The research note was published on September 18. Despite Metaplanet trimming its executive option pool twice over the past month, the grade remains unchanged.

What a Digital Asset Treasury Company Is

A digital asset treasury company refers to a publicly traded firm whose primary activity involves keeping cryptocurrency on its balance sheet. Metaplanet is a Tokyo-listed company holding 43,000 Bitcoin (BTC). It funds these acquisitions by issuing new shares, as well as debt and preferred stock.

When new shares are issued, the overall pie is divided into more pieces. Each piece becomes smaller—this is dilution.

Investors are accepting a straightforward trade-off: the company must purchase enough Bitcoin so that each remaining share is worth more than it was previously.

Where Executive Pay Comes In

Stock options are one way companies compensate executives. An option grants the right to purchase company shares at a predetermined price in the future, becoming valuable if the share price increases.

The options are held in a pool. If the pool equals 2% of the company, executives might eventually own 2% of all shares.

A larger pool means a greater share of the company's value flows to management rather than to shareholders.

Where Metaplanet's Option Pool Came From

In 2022, Metaplanet was a troubled hotel operator. In February 2023, shareholders ratified a rescue plan that gave seven employees options on 46 million shares at a strike price of ¥10.

The number of shares was not fixed. A clause in the plan allowed the award to reset to 20% of all shares the company could potentially issue.

After Metaplanet shifted to a Bitcoin strategy in April 2024, it started issuing equity (along with debt and preferred stock) to fund its buys. Only the share sales diluted investors, and the clause kept pace with them.

Consequently, each share sale simultaneously reduced shareholders' ownership and increased the executive option pool.

Over two years, Metaplanet's share count rose from 153.9 million to around 1.35 billion. The option pool expanded in tandem, from 46 million shares to 319.5 million.

The Result for Shareholders

Shareholders faced dilution in order for the company to acquire Bitcoin. Management's potential claim on the company increased alongside that dilution.

Before the recent cuts, VanEck estimated that about 80% of the Bitcoin purchased by Metaplanet flowed through to shareholders. The remaining 20% was lost to management dilution.

This was not a decision by any committee; it happened automatically via a formula. That is why VanEck singles out Metaplanet.

The pool is not viewed as excessive by everyone. David Bailey, CEO of Nakamoto, defended its size.

Metaplanet was the best performing equity in the world for nearly two years, and even after the rout in bitcoin is up 1,300% from genesis. They built the second biggest corporate holding, more than 40x Bitcoin per share, and completed two major acquisitions.

Every founding team…

— David Bailey🇵🇷 $2.0mm/btc is the floor (@DavidFBailey) September 8, 2026

What VanEck Actually Measured

VanEck looked at the 10 largest treasury companies and posed four questions.

• The size of the option pool relative to fully diluted shares
• The proportion of the pool belonging to named executives
• Whether the pool can expand without a shareholder vote
• Whether the largest award requires a performance hurdle

Metaplanet's option pool equals 14.7% of shares, compared to a peer average of 4.0%. Its executives hold 8.2% versus 0.8% for peers. That translates to roughly four times the peer average for pool size and ten times for officer exposure.

Shareholders never had a vote on the pool's growth or the two amendments in 2026, and the awards only require continued employment, not any performance targets.

Metaplanet failed all four tests. The other nine companies passed, with Strategy, BitMine, and four others receiving good ratings.

"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 taken two actions in response to shareholder pressure.

• August 18. The board eliminated the evergreen dilution clause. However, the pool remained at its enlarged size.
• September 11. The board reverted the terms to their state prior to a September 2025 share sale. That rollback reduced the pool by 41% to 188.2 million shares.

Nevertheless, 82.8 million shares had already been granted to insiders under the previous terms. Only 105.4 million potential shares remain, representing about 7% of the company. According to VanEck, this remains much worse than any peer, so the bad rating persists.

VanEck outlines four changes that would improve the rating. First, cancel the approximately 273 million shares created by the clause. Then adopt a smaller, stockholder-approved plan, link compensation to Bitcoin per share, and implement a written policy on grant timing.