VanEck has rated Metaplanet, the Tokyo-listed company that holds 43,000 bitcoin, Bad on executive compensation practices, the only firm among the ten largest digital asset treasuries to fail all four of the asset manager’s governance tests. The research note, published September 18, lands even after Metaplanet cut its executive option pool twice in the past month.
The rating matters beyond one company. Metaplanet is the third-largest publicly traded bitcoin holder in the world, behind only Strategy and Twenty One Capital, and its stock has been one of the best performing equities anywhere over the past two years. When the benchmark for how treasury companies treat their shareholders gets set by the sector’s most visible Asian name, every other corporate bitcoin holder inherits the comparison.
What the four tests measure
VanEck’s framework asks four questions of each digital asset treasury company. How big is the option pool against fully diluted shares. How much of that pool sits with named executives. Can the pool grow without a fresh shareholder vote. Does the largest award carry a performance hurdle.
Metaplanet failed all four. Its option pool stands at 14.7% of shares against a 4.0% peer average, roughly 3.7 times the norm. Named executives hold 8.2% of the pool against a 0.8% peer average, about ten times the officer exposure at comparable firms. The pool could historically grow without shareholder approval, and the largest awards require nothing beyond staying employed. The other nine companies in the top ten passed, with Strategy, BitMine and four others earning good marks.
| Measure | Metaplanet | Peer average |
|---|---|---|
| Option pool as share of fully diluted stock | 14.7% | 4.0% |
| Pool held by named executives | 8.2% | 0.8% |
| Shareholder vote required to grow pool | No | Yes |
| Performance hurdle on largest award | No | Varies |
How dilution ate the bitcoin
The core complaint is arithmetic, not scandal. Shareholders were diluted to buy bitcoin. Management’s claim grew alongside that dilution. Until the recent cuts, VanEck estimates Metaplanet passed roughly 80% of the bitcoin it bought through to shareholders. The other fifth was absorbed by management dilution. A buyer of Metaplanet stock was effectively paying a 20% surcharge on every bitcoin the company added, with the difference routed to insiders through option issuance.
Nothing about that was decided by a committee. A formula did it automatically, which is why VanEck singles the company out rather than spreading criticism across the sector. The other nine large treasuries managed to accumulate bitcoin without constructing an option pool of that size.
Not everyone reads the pool as excessive. David Bailey, chief executive of Nakamoto, defended its scale, arguing that Metaplanet’s performance justified the awards. The stock is up roughly 1,300% from its origins even after the rout in bitcoin’s price through 2026. Defenders of the structure say shareholders who bought at any point before the bitcoin downturn received extraordinary returns regardless of dilution.
Two rollbacks that did not close the gap
Metaplanet’s board has not been idle. On August 18, it repealed the evergreen dilution clause, the mechanism that let the pool expand without a vote. Yet the pool itself stayed at its swollen size. On September 11, the board rolled the terms back to where they stood before a September 2025 share sale, cutting the pool 41% to 188.2 million shares.
The problem is what had already been granted. Under the old terms, 82.8 million shares had already reached insiders. Only 105.4 million potential new shares remain, still roughly 7% of the company. VanEck says that is far worse than any peer, so the Bad grade stands. The firm lists four changes that would lift it: cancelling the roughly 273 million shares the evergreen clause created, replacing it with a smaller stockholder-approved plan, tying pay to bitcoin per share rather than absolute holdings, and adopting a written grant-timing policy.
Alongside the governance note, VanEck flagged that Metaplanet cut executive base salaries by around 15%. The reduction reads well in a press release but sits next to equity compensation of a scale that dwarfs it. A salary cut against an option pool four times the peer average is not a concession. It is a reweighting.
Why the treasury business made this easy
Digital asset treasury companies have a structural blind spot that traditional corporates do not. The asset on the balance sheet is the story. Coverage, investor enthusiasm and even analyst notes tend to stop at the bitcoin count, because that number moves and headlines. How many shares were created to buy that bitcoin, and who captured the creation, is harder to track and less exciting to report.
VanEck’s argument is that this is about to change. As more companies adopt bitcoin treasury strategies, investors will compare them on bitcoin per share, not bitcoin in total. A firm that doubles its holdings while doubling its share count has created nothing for existing owners. A firm that adds bitcoin through disciplined issuance has. The metric that matters is accumulation efficiency, and Metaplanet’s option structure directly degrades it.
“Shareholders were diluted to buy Bitcoin. Management’s claim grew alongside that dilution,” VanEck wrote in the September 18 note, estimating that roughly a fifth of every bitcoin purchased was absorbed by management dilution before the recent cuts.
The comparison set is growing fast. Strategy remains the giant, BitMine has built an ether treasury on a similar model, and dozens of smaller entrants have listed with bitcoin accumulation as their core pitch. Governance quality is becoming a differentiator in a market where the underlying asset is identical. One bitcoin is one bitcoin. The wrapper is what varies.
What happens next
Metaplanet has not publicly responded to the VanEck note. The four remediation steps are concrete, and the first two, cancelling the legacy pool shares and submitting a smaller plan to a shareholder vote, would require board action at the next general meeting. Japanese listing rules give minority shareholders less procedural leverage than US ones, which means pressure will have to come from large holders rather than regulators.
For investors, the practical takeaway is to read treasury company disclosures the way VanEck does. The bitcoin count is the marketing. The share count is the product. Between August 18 and September 11, Metaplanet’s board showed it will respond to criticism, but only partially, rolling back future dilution while leaving granted awards untouched. Whether the third-largest corporate bitcoin holder in the world fixes the remaining gap or simply defends it will shape how the next wave of treasury companies structures their own compensation.
The episode also gives the sector its first real governance benchmark. Until now, the pitch for digital asset treasuries was uniform: buy the stock, get exposure to bitcoin plus a management premium. VanEck’s four tests turn that premium into something measurable. For Metaplanet, the premium currently measures negative. For the nine companies that passed, it is now a selling point they can cite.