VanEck says Metaplanet executive dilution remains excessive

In a Friday report on executive compensation at the 10 largest digital asset treasury companies, VanEck criticized Metaplanet's compensation structure and said recent efforts to limit shareholder dilution still fall well short of aligning management with investors. VanEck rated Metaplanet "Bad," the only company in the lowest category, citing 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, while its overall equity plan is nearly four times the peer average. Strategy, the largest corporate Bitcoin holder, has an equity plan equal to 2% of fully diluted shares and officer exposure of 0.5%. VanEck rated Strategy's compensation structure "Good" because 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. VanEck said Metaplanet's former compensation structure allowed its option pool to expand automatically when the company issued shares to fund Bitcoin purchases. The pool grew from 46 million shares to 319.5 million, adding roughly 273 million potential shares. Some Metaplanet shareholders criticized the expansion and called for the company to cancel the additional potential shares created by the adjustment mechanism. 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 said those changes still "fall well short of the mark." The 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 much of the dilution may already have occurred unless past grants are clawed back. It also recommended tying executive compensation to a metric such as Bitcoin per fully diluted share and adopting a written grant-timing policy.