TLDR: Metaplanet failed all four VanEck executive compensation tests, making it the only company in the top 10 digital asset treasury group to receive a Bad grade. Its option pool equals 14.7
Metaplanet has received the weakest executive compensation assessment among the 10 largest digital asset treasury companies reviewed by VanEck. The Tokyo-listed Bitcoin treasury failed all four tests in the firm’s September 18 research note. VanEck examined option-pool size, executive ownership, shareholder approval rights and performance conditions. It scored poorly on each measure.
The result stands even after the company reduced its executive option pool twice during the past month. VanEck said the remaining structure still gives management unusually large exposure compared with peer companies. The review places it alone in VanEck’s “Bad” category, while all nine other companies passed some tests.
Metaplanet’s option pool equals 14.7% of fully diluted shares, compared with a 4.0% average among peers. Named executives control 8.2%, while the peer average stands at 0.8%. That leaves it with roughly four times the peer option-pool level and about ten times the executive exposure.
The company’s current structure traces back to a February 2023 rescue plan. Shareholders approved options covering 46 million shares for seven employees at a ¥10 strike price. However, the plan included a clause that adjusted the award to 20% of every share the company could issue.
Source: BitcoinTreasuries
It later adopted its Bitcoin strategy in April 2024. It funded purchases through new shares, debt and preferred stock. Only the equity issuance diluted existing holders, while the option formula expanded alongside those new shares.
The company’s share count rose from 153.9 million to about 1.35 billion over two years. The executive pool grew from 46 million shares to 319.5 million during the same period.
Share issuance increases outstanding shares, reducing each existing holder’s percentage ownership unless their share count also rises. Stock options can add further dilution when exercised, since they create additional shares. In its case, VanEck focused on how the option formula expanded automatically. The company issued equity to finance additional Bitcoin purchases.
VanEck estimated that, before the recent reductions, shareholders retained roughly 80% of the Bitcoin value added through purchases. Management dilution absorbed the remaining fifth under the automatic formula. VanEck highlighted that no separate committee approved each expansion.
David Bailey, chief executive of Nakamoto, has defended the size of the pool. VanEck, however, kept its assessment focused on the structure and shareholder protections attached to the awards.
VanEck reviewed four areas across the 10 largest digital asset treasury companies. It examined the option pool against fully diluted shares, executive ownership and shareholder voting rights. It reviewed performance hurdles on the largest awards.
Metaplanet failed every test. VanEck said shareholders did not vote on the pool’s growth or on two 2026 amendments. The awards also require no performance condition beyond continued employment.
The board changed the structure twice after shareholder pressure. On August 18, it repealed the evergreen dilution clause, stopping the option pool from expanding automatically with future share issuance. The existing pool, however, remained unchanged.
Source: VanEck
On September 11, the board restored terms that applied before a September 2025 share sale. That move reduced the pool by 41% to 188.2 million shares.
Some dilution had already taken place before that rollback. About 82.8 million shares had already reached insiders under the earlier terms. Another 105.4 million potential shares remain available, equal to roughly 7% of the company.
VanEck said those remaining awards still sit well above peer levels. The firm said Metaplanet could improve the structure by cancelling about 273 million shares created under the earlier clause. It also proposed a smaller shareholder-approved plan, compensation linked to Bitcoin per share and a formal policy governing grant timing.
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