Bitcoin: VanEck harshly criticizes Metaplanet’s remuneration model

VanEck is attacking Metaplanet’s governance this time, not its Bitcoin strategy. The manager believes that the Japanese group’s stock-based compensation plan remains far too generous despite two corrections made since August. The pool still represents 14.7% of the fully diluted capital, while the management exposure reaches 8.2%. Metaplanet has, however, reduced the number of potential actions linked to this mechanism by 41%. For VanEck, the account is still not there.

Bitcoin: a pool of options still far superior to the others

VanEck compared the top ten listed companies holding digital assets in cash. Metaplanet is the only one to receive its most negative assessment on executive compensation. This is VanEck’s assessment, not an accounting or regulatory qualification.

The Japanese group nevertheless has one of the largest Bitcoin reserves among listed companies. Its holdings reach 43,000 BTC, after the purchase of 2,823 additional bitcoins announced this summer.

The problem pointed out by VanEck lies elsewhere. The action plan represents 14.7% of the fully diluted shares. Managers concentrate 8.2%, compared to only 0.8% on average among the nine other companies studied. The largest individual beneficiary reaches 3.8%, compared to 0.6% on average among peers.

Strategy presents a fairly spectacular gap: its plan represents 2% of diluted capital and the exposure of its directors only 0.5%.

Each purchase of Bitcoin also increased the options

The origin of the problem goes back to an old remuneration mechanism. Metaplanet had planned that its options pool could scale with the company’s total number of shares. As the company issued new shares to fund Bitcoin purchases, the number of options available to some executives also increased.

The pool thus increased from 46 million to 319.5 million potential shares. Around 273 million were added through this mechanic. Metaplanet acknowledged 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 have also been subject to new restrictions, with exercise periods staggered between 2029 and 2031.

This correction comes as Metaplanet increases operations around Bitcoin. It is also developing Superplanet in the United States, a listed vehicle intended to expand its treasury strategy with 2,100 BTC. VanEck acknowledges the reduction. He simply considers it insufficient.

VanEck wants Bitcoin-related compensation per share

The manager is proposing four changes. The main thing would be to replace the current system with a plan approved by the shareholders and reduced to a few percentage points of diluted capital. VanEck also wants the rewards to be tied to a metric like Bitcoin held per fully diluted share.

The logic is quite simple: buying more BTC is not enough if each fundraising also dilutes shareholders.

Metaplanet has already removed the automatic increase clause. There remains another problem: 82.8 million shares had already been issued to insiders before the latest correction. According to VanEck, going back entirely would therefore require more than simply reducing the future pool.

This question comes as financing Metaplanet’s Bitcoin strategy becomes 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. His report asks another question: how much of the value created by this accumulation actually returns to shareholders once dilution is taken into account? Metaplanet has already reduced its pool by 41%. For VanEck, it is still far too big.