Metaplanet Flunks All Four VanEck Executive Compensation Tests

The Tokyo-listed Bitcoin treasury company Metaplanet has failed all four VanEck executive compensation tests, earning it the worst grade among the top 10 digital asset treasury companies. The tests examined option-pool size, executive ownership, shareholder approval rights, and performance conditions.

Metaplanet's option pool equals 14.7% of its fully diluted shares, far above the peer average of 4.0%. Named executives hold 8.2%, more than ten times the peer average of 0.8%. The company's current structure has been in place since a February 2023 rescue plan that included a clause adjusting awards to 20% of every share issued.

VanEck reviewed four areas across the 10 largest digital asset treasury companies, examining the option pool against fully diluted shares, executive ownership and shareholder voting rights. It also reviewed performance hurdles on the largest awards. Metaplanet failed every test, with VanEck saying shareholders did not vote on the pool's growth or on two 2026 amendments.

Despite reducing its executive option pool twice during the past month, Metaplanet still gives management unusually large exposure compared to peer companies. The review places it alone in VanEck's 'Bad' category, while all nine other companies passed some tests. VanEck estimated that shareholders retained roughly 80% of the Bitcoin value added through purchases.

VanEck has proposed a smaller shareholder-approved plan and compensation linked to Bitcoin per share as ways Metaplanet could improve its structure. It also suggested cancelling about 273 million shares created under the earlier clause.