Overview
- VanEck kept Metaplanet in its lowest “Bad” band after a mid-September review that found the company failed all four executive compensation tests covering pool size, executive ownership, shareholder voting rights, and performance conditions.
- The firm says the option pool equals about 14.7% of fully diluted shares while named executives control roughly 8.2%, far above peer averages of about 4.0% for pools and 0.8% for executive exposure.
- The board removed the automatic evergreen adjustment and later reduced the pool, but VanEck says roughly 82.8 million shares have already been issued to insiders and about 105.4 million potential shares remain under the revised plan.
- To fix the problem VanEck recommends cancelling roughly 273 million shares created by the adjustment mechanism, replacing remaining rights with a smaller shareholder-approved plan, tying pay to Bitcoin per diluted share, and adopting a formal equity-grant timing policy.
- The option formula began as a February 2023 rescue plan and then scaled with equity-funded Bitcoin buys, and VanEck warns that without the recommended changes the structure can eat into shareholder value and prompt tighter investor scrutiny of Bitcoin-treasury capital plans.