IREN's independent chair has made a rare direct appeal to shareholders, defending an equity award worth about $788mn granted to the company's founder and co-chief executives after the pay deal drew an investor backlash and knocked the shares.
IREN Chair Defends $788mn Founder Pay from Investor Backlash
9 July 2026 - 12:44 CEST
By Stu Clelland
IREN (IREN), formerly the bitcoin miner Iris Energy, is a data-centre operator that has pivoted from crypto mining towards renting out AI computing power, with NVIDIA and Microsoft among its customers. Sydney brothers Daniel and William Roberts, former Macquarie bankers, founded it in 2018 and run it as co-chief executives.
In a letter dated 8 Jul, David Bartholomew said the grant to the Roberts brothers was designed to keep them aligned with shareholders through "the period that will decide this sector", and that its fixed-share design, with sale restrictions running to fiscal 2033, ties their reward to long-term returns rather than a guaranteed sum. The board credits the pair with taking IREN's market value from under $4bn to over $16bn in the past year.
What the founders actually get
The grant, approved unanimously by the independent directors on 30 Jun and granted on 1 Jul, gave each founder 9,099,328 restricted stock units (RSUs), about 18.2mn shares between them, worth roughly $788mn at the 1 Jul closing price, or about $394mn each. No dollar figure appears in the filing: the award is a fixed number of shares with no payout floor, so its value floats, which the board said is why the headline number looks large.
The units vest in four equal annual tranches, each then locked for a further two years, with the final tranche not sellable until fiscal 2033. Neither founder can receive another grant before fiscal 2031. Across this and a 2025 award, each brother now holds about a 3% stake.
A June slide, then a post-grant drop
IREN shares had fallen about 26% through June and dropped again once the grant became public. The award was disclosed on 1 Jul, when the stock closed at $43.32; the next session, it fell about 10% to close at $38.82 on 2 Jul, touching an intraday low of $37.66. Shares had recovered to $43.01 by 8 Jul, the day the chair's letter appeared, and traded at $44.08 in premarket dealing at 09:45UTC on 9 Jul. The selloff tracked dilution worries tied to heavy equity and convertible-note issuance, alongside the size of the pay grant, which investors and short sellers had criticized as among the largest founder grants on record.
Alignment, or control winding down?
The award's timing tracks a governance shift. Each brother holds a single high-vote B class share carrying 15 votes per ordinary share, giving the two founders about 44% of the vote combined from roughly 2.3% of the equity apiece. Those super-voting rights are due to lapse on 17 Nov 2033, or 12 years after IREN's Nasdaq listing, and months after the new award's holding restrictions run out in fiscal 2033. The board frames the structure as alignment through the next phase of growth. It also keeps the founders economically tied to the stock through roughly the same window their structural control is set to unwind.
What comes next for shareholders
Further detail will appear in the proxy statement ahead of the annual meeting later this year, where shareholders get an advisory say-on-pay vote. Bartholomew said he has been meeting shareholders directly and that the board will listen to the vote and feedback.
