VanEck faults Metaplanet's executive pay structure as worst among major Bitcoin treasury firms
The asset manager says the Japanese company's equity plan still dwarfs its peers despite a 41% reduction, and is pressing for the full reversal of a 273 million-share expansion.
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VanEck has singled out Metaplanet for the weakest executive compensation structure among the 10 largest digital asset treasury companies, arguing the Japanese Bitcoin holder has not gone far enough to protect shareholders from dilution.
In a report published Friday, the asset manager graded each of the 10 firms on how well management pay aligns with investors. Metaplanet was the only company rated "Bad." Two figures drove the assessment: an equity plan equal to 14.7% of fully diluted shares, and officer exposure of 8.2%.
Those numbers are far from the rest of the field. Officer exposure at the other nine companies averaged 0.8% — roughly a tenth of Metaplanet's level — while the peer average equity plan was nearly a quarter of Metaplanet's size. Strategy, the largest corporate Bitcoin holder, scored a "Good" rating with an equity plan at 2% of fully diluted shares and officer exposure of just 0.5%; VanEck noted its reserve is fixed and any increase requires a shareholder vote.
Metaplanet, which holds 43,000 BTC and ranks third among publicly traded corporate Bitcoin holders according to BitcoinTreasuries.net, owes part of the gap to a mechanism it has since scrapped. Under its former compensation structure, the option pool expanded automatically whenever the company issued shares to fund Bitcoin purchases. The pool consequently swelled from 46 million shares to 319.5 million — an increase of about 273 million potential shares.
Some Metaplanet shareholders objected to that expansion at the time, urging the company to cancel the extra shares the adjustment mechanism created.
The company responded in two steps. It ended the automatic adjustment mechanism in August, then in September reduced the overall pool by 41%, from 319.5 million shares to 188.2 million. VanEck said the changes still "fall well short of the mark."
What VanEck wants Metaplanet to do
Friday's report calls for Metaplanet to unwind the 273 million-share expansion created by the adjustment clause entirely, and to replace the rights that remain with a compensation plan approved by shareholders. The asset manager also flagged that unless past grants are clawed back, much of the dilution has already taken place.
Beyond the unwind, VanEck recommended anchoring executive pay to a metric such as Bitcoin per fully diluted share, and adopting a written policy governing grant timing.
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