VanEck is this time attacking Metaplanet’s governance, not its Bitcoin strategy. The manager believes that the Japanese group’s stock compensation plan remains far too generous despite two ad
VanEck is this time attacking Metaplanet’s governance, not its Bitcoin strategy. The manager believes that the Japanese group’s stock compensation plan remains far too generous despite two adjustments made since August. The pool still represents 14.7% of the fully diluted capital, while executives’ exposure reaches 8.2%. Metaplanet has nevertheless reduced the number of potential shares related to this mechanism by 41%. For VanEck, the account still does not add up.
VanEck compared the top ten publicly traded companies holding digital assets in treasury. Metaplanet is the only one to receive its most negative assessment on executive compensation. This is VanEck’s evaluation, not an accounting or regulatory qualification.
The Japanese group, however, holds one of the largest Bitcoin reserves among publicly traded companies. Its holdings reach 43,000 BTC, after the purchase of an additional 2,823 bitcoins announced this summer.
The problem pointed out by VanEck lies elsewhere. The stock plan represents 14.7% of fully diluted shares. Executives hold 8.2% compared to only 0.8% on average among the nine other companies studied. The largest individual beneficiary reaches 3.8% versus 0.6% on average among peers.
Strategy shows a quite spectacular gap: its plan represents 2% of diluted capital and its executives’ exposure only 0.5%.
Your 1st cryptos with BinanceThis link uses an affiliate program.The origin of the problem goes back to an old compensation mechanism. Metaplanet had planned that its option pool could evolve with the company’s total number of shares. When the company issued new shares to finance Bitcoin purchases, the number of options available to certain executives also increased.
The pool thus went from 46 million to 319.5 million potential shares. About 273 million were added over the course of this mechanism. Metaplanet admitted in August that this formula increased the dilution borne by shareholders. The automatic mechanism was then removed.
Then, on September 11, the company reduced the potential pool to 188.2 million shares, a reduction of 41%. Unvested rights were also subjected to new restrictions, with exercise periods staggered between 2029 and 2031.
This correction comes as Metaplanet multiplies operations around Bitcoin. It is also developing Superplanet in the United States, a listed vehicle intended to extend its treasury strategy with 2,100 BTC. VanEck acknowledges the reduction. It simply considers it insufficient.
The manager proposes four changes. The main one would be to replace the current system with a plan approved by shareholders and limited to a few percentage points of diluted capital. VanEck also wants rewards to be linked to a measure such as Bitcoin held per fully diluted share.
The logic is quite simple: buying more BTC is not enough if each capital raise simultaneously dilutes shareholders.
Metaplanet has already removed the automatic increase clause. Another problem remains: 82.8 million shares had already been issued to insiders before the last correction. According to VanEck, fully reversing this would require more than just reducing the future pool.
This issue comes at a time when financing Metaplanet’s Bitcoin strategy is becoming more complex. The group now uses several tools, including bonds. Metaplanet notably launched its BitBonds while maintaining its 43,000 BTC. VanEck is therefore not criticizing the 43,000 bitcoins themselves here. Its report raises another question: what portion of the value created by this accumulation truly goes back to shareholders once dilution is taken into account? Metaplanet has already reduced its pool by 41%. For VanEck, it is still far too large.
