3.3 The contrast with your own narrative. The 8-K repeats the phrase “alignment with the long-term interests of shareholders” three times. But real alignment is created by hurdles. A CEO can perfectly satisfy this grant’s only condition, remain employed for four years, while rev/MW compresses, the enterprise business falls behind, and the stock languishes. They would be paid all the same. It is temporal coincidence with a paycheck.
4. What shareholders ask you to answer
We are not asking that anything be rescinded. We ask for transparency and, for the next cycle, coherence. These questions deserve an answer in the next proxy (DEF 14A) or in a communication to the market:
1. The targets that aren’t there. What specific performance-based structure did the Committee evaluate and reject, and on what numerical basis was it concluded that a 100% time-based grant “better balanced” governance than one with relative TSR, ARR, or margin hurdles?
2. The benchmark. Against what peer group (CoreWeave, Nebius, hyperscalers, data centers) was the package sized, and what percentile of that peer set does a grant of ~5.3% of the float to two executives represent?
3. The timing. Why fix an absolute number of units on June 30, at the point of greatest price weakness, rather than a target dollar value or a grant conditioned on recovery?
4. Accountability. If in 2030 the stock is below today’s level but both Co-CEOs remain employed, they will be paid in full. Does the Board consider that outcome a success of “alignment”? If not, why does the structure permit it?
5. The vote. Will the Board submit the Co-CEO compensation philosophy to a binding or advisory say-on-pay vote, given that these grants waive new awards until FY2031 and therefore define leadership incentives for half a decade?
5. Closing
We want IREN to win. We have put capital and reputation behind that conviction. But a shareholder’s conviction rests on one premise: that those running the company get paid when we win, not simply when they stay in their seat. A grant of nearly a billion dollars with not a single target, approved in the worst week of the year for the stock, breaks that premise.
We are not asking for less ambition for the founders. We are asking that their ambition and ours be tied to the same goal. That is the whole pact. Right now, at the top, it does not exist. Shareholders deserve an explanation, and we expect it in writing.
Sincerely, a shareholder.
On the 18.2 million RSU compensation package granted to the Co-CEOs
“Every investor deserves an explanation. There are no targets. There is no performance. Only time.”
To: William Roberts and Daniel Roberts (Co-CEOs); Compensation Committee; independent directors @danroberts0101
Re: Grant of 9,099,328 RSUs per Co-CEO approved June 30, 2026 (Form 8-K, Item 5.02)
Date: July 3, 2026
Dear Board,
We write as shareholders and as analysts who have publicly defended IREN’s execution. We have praised the AI pivot, the investment-grade financing, the secured power, and the backlog. That is precisely why this letter carries the tone it does: when you admire a company, you demand more of it, not less.
On June 30, 2026, with the stock down ~23% on the week and the neocloud sector repricing on the Meta Compute news, the Board approved granting 9,099,328 RSUs to each Co-CEO (18,198,656 in total). At the reference price, that is on the order of $770–960 million in stock, and roughly 5.3% dilution of the free float. And the detail that prompts this letter is the structure: per your own filing, the package carries not a single performance target.
NOT A SINGLE PERFOMANCE
1. What your own 8-K says
It is the literal text of Item 5.02. The Committee wrote that it evaluated performance-based structures, and rejected them:
“The Compensation Committee considered a range of alternative structures, including different grant sizes, performance-based and hybrid structures, and alternative vesting periods, before concluding that the approved structure best balanced retention, alignment and governance considerations.”
Translated: a performance-based package was put on the table and, deliberately, one was chosen that depends only on the passage of time and continued employment. Vesting is in four equal annual installments “generally subject to continued employment.” No relative TSR. No ARR hurdle. No margin target. Not a single operating threshold. They get paid for not leaving.
The filing itself concedes that the strength of the pay-for-performance link “depends on the value of performance-based equity still outstanding”,. i.e., on other, earlier awards, not this one. This grant, the largest of all, adds no new hurdle.
2. The Numbers:
- RSU Per Co-CEO: 9,099,328
- Total RSUs: 18,198,656
- Dilution vs. Free float: ~5.3%
- Value @ ~42.55: ~$774m
- value @ reference close: ~$687m
- performance targets: 0
- vesting condition: time + employment
- next grant to Co-CEOs: not before FY2031
We acknowledge what is well designed: the two-year post-vesting holding period (which prevents immediate monetization and extends exposure to FY2033) and the commitment to receive no new grants until FY2031. These are real mitigants and we say so without reservation. But a good schedule for when one gets paid does not answer the question of why one gets paid. A lock on gifted shares is still a gift with a lock.
3. Why this stings, and why now
3.1 The timing. The grant is approved on June 30, in the week of maximum pressure on the stock. When the price is depressed, a grant of a fixed number of units hands over more percentage of the company for the same effort. If the thesis plays out and the stock multiplies, that 5.3% becomes hundreds of millions in additional value, not from beating a target, but from the calendar date on which it was signed. The shareholder who bought at $75 in November bears the dilution; the Co-CEO receives the unit count fixed at $45.
3.2 The message to employees and the market. IREN has just hired a CPO from Oracle and an enterprise-caliber CDO to close the gap Bernstein flagged. Those teams will rightly be asked to tie their compensation to results. With what authority, if the compensation at the very top depends on none? Compensation is the most honest cultural document a company has. This one says: at the top, performance is optional.
👇
Es compatible:
- Criticar que EEUU vulnera el derecho internacional y su derecho interno
- Criticar que Maduro vulneró su derecho interno dando un golpe de Estado
- Reconocer que la prioridad de EEUU no es liberar a los venezolanos
- Celebrar la caída de la tiranía chavista
Es increíble como los animales van y vienen de nuestra vida.
En mis 34 años he visto venir e irse 4 gatos y 2 perros. Todavía disfruto de la compañía de 1 gato y 3 perros más.
Hoy se me va uno de ellos. 18 años de compañía, lealtad y cariño, más de media vida.
Nuestros bichos viven poco, pero nos enseñan lecciones muy valiosas. La gente nace y debe aprender a vivir una buena vida, cómo amar a todos todo el tiempo y ser amable. Los animales ya saben cómo hacer eso, así que no tienen que quedarse tanto tiempo.
Alégrate cuando un amigo o alguien de tu familia llega a casa, estírate cada mañana, disfruta cada comida y nunca pierdas la oportunidad de dar un paseo. Ellos nos enseñan el camino, pero a veces las pasamos por alto.
@kheifxck Hola buenas, estoy en la misma situación. Según he podido saber, en Alicante se ha empezado a restablecer el suministro hace una hora aprox. Mi familia vive en la vega baja y todavía no sé nada de ellos.