Asset manager VanEck has examined the compensation structures of the ten largest crypto treasury companies and identified Metaplanet as the sole outlier, failing every one of four governance criteria the firm applied to the group. The findings carry weight for European investors who have gained exposure to Bitcoin treasury vehicles through direct holdings or listed instruments tracking these companies.
Metaplanet, which holds 43,514 BTC, was rated negatively across all four points VanEck examined: the size of the executive option pool, the share of that pool held by executives, the ability to expand it without shareholder approval, and whether large grants are tied to concrete performance conditions. According to VanEck, Metaplanet met none of these standards.
Dilution far above peers
The scale of the option pool stands out. VanEck's analysis shows Metaplanet's total option pool equals 14.7% of diluted shares, against an average of 4% among comparable treasury companies. Executives at Metaplanet hold claims to 8.2% of shares, compared with an average of 0.8% at the other companies VanEck reviewed. The firm also noted that executive claims could increase further without requiring new shareholder votes.
The pool's growth trajectory illustrates the concern. Over two years, Metaplanet's option pool expanded from 46 million to 319.5 million possible shares, a mechanism VanEck ties to a clause that caused the pool to grow with each new share issuance.
Recent adjustments
Metaplanet has since made changes. The company removed the clause responsible for the pool's automatic expansion, effective August 2026, and followed with a further reduction of the pool by 41% to 188.2 million shares on September 11, 2026. Despite these cuts, insiders had already received 82.8 million shares, and roughly 105.4 million additional shares could still be issued under the revised structure.
VanEck is calling for a smaller, shareholder-approved compensation plan with performance targets more closely linked to Bitcoin holdings per share, rather than broader metrics that can be met without direct benefit to shareholders.
An outlier among peers
Despite the recent adjustments, VanEck continues to classify Metaplanet as the only one of the ten examined treasury companies with clearly problematic executive compensation practices. For investors weighing exposure to Bitcoin treasury strategies, the report underscores that governance quality, not just balance-sheet Bitcoin holdings, varies significantly across the sector.
