Investment firm VanEck has flagged Metaplanet for poor governance due to an oversized executive compensation structure. The report warns that the company's massive option pool poses a significant risk of diluting shareholder value.
A 14.7% option pool vs the 4% peer average
The VanEck report identifies Metaplanet as a "Bad" case study due to an option pool that represents 14.7% of its total shares when fully diluted. This figure is 3.7 times larger than the 4.0% average seen among other Digital Asset Treasury (DAT) players. Furthermore, the report notes that officer exposure stands at 10.4%,which is over ten times the industry average of 0.8%.
The "Evergreen" mechanism of a former hotel operator
Metaplanet's current dilution risk stems from a legacy "Evergreen" mechanism designed during its time as a hotel operator. this mechanism allowed the option pool to expand automatically alongside new share issuances. According to the VanEck assessment, this caused the pool to swell to 319.5 million potential shares—roughly 20% of the company—by mid-2026. Although the company eliminated the automatic adjustment in August 2026 and later reduced the pool by 41%, a significant number of shares had already been distributed to insiders.
Why Strategy and BitMine set the industry standard
Other companies in the Digital Asset Treasury sector, such as Strategy and BitMine, maintain much tighter controls to protect their investors.. These firms employ fixed share pools and require shareholder consent for any expansion, a stark contrast to the flexibility seen at Metaplanet.. The following companies were awarded "Good" status by VanEck for their governance:
- Strategy: Maintains a fixed 8.35 million-share pool (roughly 2%) and 0.5% officer exposure.
- BitMine: Operates with a 3.2% pool and approximately 1% officer exposure.
- Other Peers: Sharplink, Tron, and Bit Digital also meet these high-standard criteria.
The 20% economic value drain
VanEck estimates that before recent reductions, management dilution could have swallowed roughly 20% of the economic value generated by Bitcoin acquisitions. This would have left shareholders with only 80% of the upside from the company's Bitcoin holdings. as Metaplanet currently holds 43,000 BTC, valued at approximately $3.5 billion, the stakes for preventing further dilution are exceptionally high.
Will the new Bitcoin-per-share model fix the dilution?
While Metaplanet intends to rpelace its current rights with a plan tied to Bitcoin per fully diluted share, several questions remain regarding the efficacy of this shift. It is unclear how much the 82.8 million shares already distributed to insiders will continue to impact long-term value. Additionally, investors are left wondering if the new, smaller, shareholder-approved plan will truly prevent the massive dilution that has contributed to the company's share value falling nearly 50% this year.
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