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Daniel Roberts

Daniel Roberts

Co-Chief Executive Officer at IREN
CEO
Executive
Board

About Daniel Roberts

Daniel Roberts, 41, is IREN’s Co-Founder, Co-Chief Executive Officer, and a director (board service since 2018). He holds a Bachelor of Business (University of Technology Sydney) and a Master of Finance (Dean’s List) from INSEAD, with prior roles at Palisade Investment Partners (Executive Director), Macquarie Group, and PwC in London and Sydney . Under his leadership in FY2025, IREN delivered sharp operating and financial inflections: revenue rose to $501.0m from $187.2m, GAAP net income to $86.9m from a $28.9m loss, and EBITDA to $278.2m from $19.3m; IREN’s year-end share price was $14.57 (June 30, 2025) and a $100 investment (6/30/22 base) grew to $435 by FY2025 .

Past Roles

OrganizationRoleYearsStrategic impact
Palisade Investment PartnersExecutive Director; second largest individual shareholderInfrastructure investing and governance experience leveraged to scale IREN’s sustainable computing platform
Macquarie GroupRoles in finance/markets (including digital assets)Capital markets and real assets expertise relevant to data center buildout and financing
PricewaterhouseCoopers (PwC)Early career roles (London and Sydney)Foundational finance and audit skills

External Roles

OrganizationRoleYearsStrategic impact
JOLT (BlackRock‑backed EV charging)Director; second largest individual shareholderEnergy infrastructure and electrification adjacency; network and domain expertise
Prior boards (e.g., NT Airports, Sunshine Coast Airport, Granville Harbour Wind Farm, Ross River Solar Farm, ANZ Terminals, Tasmanian Gas Pipeline)Director (prior)Broad energy/infrastructure oversight, permitting, and capital deployment experience

Fixed Compensation

MetricFY 2023FY 2024FY 2025
Base Salary (USD)$2,426,711 $1,595,849 $964,350
Target STIP (% of salary)100%
Target STIP Value (incl. superannuation for calc)$984,000
Actual STIP Payout$1,968,000 (200% of target)
All Other Compensation (Superannuation)$16,936 $17,994 $19,650

Performance Compensation

Short‑Term Incentive Plan (STIP) – FY2025 design and outcome

KPIWeightingTargetActualPayout impact
Safety KPINot disclosedLower injury rates, audits, trainingOutperformed; lower injury frequency, external audits, new safety initiativesContributed to max payout
Operations Scorecard (SHE 15%, Growth 55%, Ops 15%, Demand Response 15%)Sub-weights within scorecardSite safety/compliance; data center expansion; uptime; demand responseAchieved reporting targets; expansion; high reliability; DR goalsContributed to max payout
Group Performance KPINot disclosedCapital/cost management; pipeline expansion; mining uptime; AI services; data center development; corporate milestonesSignificant capital raised; accelerated energization; pipeline expansion; hashrate and GPU growth; construction progress; domestic issuer transitionContributed to max payout
Individual PerformanceNot disclosedLeadership, financial/operating performance, customer outcomes, cultureCo‑CEOs drove expansion, supplier/customer relationshipsContributed to max payout
STIP Result100% of salaryMaximum200% of target for Co‑CEOs

Long‑Term Incentive Grants to Daniel Roberts (FY2025)

GrantGrant dateInstrumentShares/UnitsGrant date fair valueCore performance/vesting terms
2025 Annual TRSUs7/1/2024Time-based RSUs354,297 $4,000,013 Vests 118,099 on each of Jul 1, 2025/2026/2027, cont. service
2025 Annual PRSUs7/1/2024PRSUs (7 tranches)984,094 target $8,000,026 Original: 30‑day avg share price hurdles $20/$25/$30/$35/$40/$45/$50 by Jul 1, 2027 . Modified in May 2025 to time‑based: 50% vest Nov 18, 2025; 50% vest May 18, 2026 (retention) .
Outperformance TRSUs5/19/2025Time-based RSUs2,400,000 $20,496,000 Vests 1,200,000 on Nov 19, 2025 and 1,200,000 on May 19, 2026, cont. service .
Retention TRSUs6/23/2025Time-based RSUs1,844,862 $19,666,229 Vests ratably over 6 years through Jun 23, 2031, cont. service .
Retention PRSUs6/23/2025PRSUs (6 tranches)1,844,862 $11,899,360 (target) 30‑day avg share price hurdles: $20/$25/$30/$35/$40/$50; must be achieved by Jun 23, 2031, cont. service at achievement .

Additional context:

  • Annual long-term mix for Co‑CEOs in FY2025 was 67% PRSUs, 33% TRSUs (excludes one‑time awards); PRSUs for non‑CEO execs used relative TSR to NQUSS Index .
  • FY2023 PRSUs (prior grant): Three‑year tranche vested 100% at peer 94th percentile TSR; 22,922 shares vested on Jul 1, 2025 .

Near‑term vesting calendar (potential selling pressure)

DateInstrumentQuantityNotes
Nov 18, 2025Modified 2025 PRSUs50% of modified PRSUsTime‑based conversion; retentive change
Nov 19, 2025Outperformance TRSUs1,200,000Time‑based, cont. service
May 18, 2026Modified 2025 PRSUsRemaining 50%Time‑based conversion
May 19, 2026Outperformance TRSUs1,200,000Time‑based
Annual July 1, 2025/26/272025 TRSUs118,099 per trancheTime‑based
2025–2031Retention TRSUs & PRSUsSee above6‑year ratable TRSUs; PRSUs vest upon price hurdles by 2031

Equity Ownership & Alignment

ItemDetail
Total beneficial ownership6,251,247 ordinary shares (2.3% of outstanding)
B Class shares/voting power1 B Class share (50% of B Class); 21.8% of total voting power (via B share rights: 15 votes per ordinary share held by the holder/affiliates)
Composition (footnote)Includes 5,509,268 ordinary shares (incl. 1,000,000 from vested options pre‑IPO) and 741,979 RSUs vested and unexercised, held via Awassi Capital Holdings 2 Pty Ltd as trustee
Options – exercisable1,000,000 options at $3.27, expiring 12/20/2025
Options – performance/VWAP2,400,000 options at $75 (VWAP‑based tranches with thresholds of ~$57/$100/$142/$285 on fully diluted basis), expiring 8/18/2033
Insider trading/hedging/pledgingAnti‑hedging policy prohibits hedging; pledging or margin requires Board pre‑approval
Ownership guidelinesNot disclosed in the proxy (no policy stated in filing sections reviewed)

Employment Terms

TopicTerms
Employment agreementNone – Co‑CEOs (incl. Daniel Roberts) have no employment/severance agreements
STIP treatment on terminationBoard discretion; may pay for retirement, injury, disability, death, redundancy, termination without cause or exceptional circumstances; forfeiture on resignation/for‑cause
Equity on Qualifying Termination (without cause, death, disability, retirement)TRSUs and PRSUs continue to vest as if employed; PRSUs based on actual performance
Estimated equity value on Qualifying Termination (as of 6/30/2025)$134,615,625 for Daniel Roberts (assuming full PRSU achievement)
Change in Control (CIC)No default single/double‑trigger in plans; if CIC meets “sale,” unvested TRSUs/PRSUs vest in full and settle in cash; otherwise Board has discretion (incl. accelerate, substitute, continue/assume)
Estimated equity acceleration on CIC “sale” (as of 6/30/2025)$134,615,625 for Daniel Roberts (subject to Board discretion)
ClawbackSEC/Nasdaq‑compliant restatement clawback; plan‑level clawbacks allow recovery for misconduct/fraud/manipulation within prior 3 years
Perquisites/tax gross‑upsNo material perquisites; no excise tax gross‑ups on CIC

Board Governance (director service, committees, independence)

  • Board service and role: Director and Co‑CEO since 2018; not independent (executive) .
  • Dual‑role implications: IREN separates Chair (independent) and Co‑CEOs; Chair David Bartholomew is independent, mitigating CEO/Chair concentration risk .
  • Committees: Audit & Risk and Compensation Committees comprised entirely of independent directors; Daniel Roberts serves on no board committees .
  • Attendance: In FY2025, the Board held 7 meetings; all incumbent directors attended ≥75% of Board/committee meetings during their service .

Compensation Peer Group and Governance

  • Peer group for FY2025: Cipher, CleanSpark, Core Scientific (added Apr 2025), CoreWeave (added Apr 2025), DigitalOcean, Galaxy Digital, Hut 8, MARA, Riot; Bitfarms removed in Apr 2025 .
  • Independent advisor: FW Cook retained by the Compensation Committee; no conflicts identified .
  • Governance practices: Emphasis on pay‑for‑performance; significant at‑risk pay; no option repricing; no defined benefit pensions/deferred comp; insider trading policy in place .

Performance & Track Record (company outcomes under Daniel Roberts’ tenure)

MetricFY2024FY2025Commentary
Revenue (USD ‘000s)$187,192 $501,023 +168% YoY on record execution
Net Income (USD ‘000s)$(28,920) $86,941 Swing to profitability
EBITDA (USD ‘000s)$19,270 $278,178 +1,344% YoY
Adjusted EBITDA (USD ‘000s)$54,427 $269,672 +395% YoY
Share price (6/30)$11.29 $14.57 Year‑end reference
TSR index (Value of $100, 6/30/22 base)$297 $435 Strong multi‑year shareholder return

Strategic/operational highlights in FY2025:

  • Expanded contracted grid power to 2,910MW (+35% YoY) and operating data center capacity to 810MW (+212% YoY); self‑mining capacity reached 50 EH/s (+400% YoY); AI GPU fleet ~1,900 with plans toward >10,000 GPUs in FY2026; progress on multiple large-scale data center developments (Prince George GB300s, Childress, Sweetwater Hub) .

Compensation Structure Analysis (signals)

  • Pay mix shift: FY2025 stock awards surged ($69.7m grant-date fair value), driven by large one‑time Outperformance and Retention grants and modification of PRSUs to time‑based vesting; base salary declined materially vs FY2023/FY2024, increasing equity leverage .
  • Award modification (red flag): 2022/2025 PRSUs partially converted to time‑based vesting (Nov 18, 2025 and May 18, 2026), reducing performance linkage to simple retention and creating near‑term unlocks .
  • Large unlock windows: 1.2m RSUs vest Nov 19, 2025 and 1.2m on May 19, 2026 (Outperformance TRSUs), plus modified PRSUs vesting the day prior; potential supply overhang around these dates .
  • Governance mitigants: No option repricing; clawbacks in place; anti‑hedging policy; no excise tax gross‑ups; independent Compensation Committee and advisor .

Related Party Transactions and Other Risk Indicators

  • Related party transactions: None >$120,000 since July 1, 2024 outside compensation arrangements per policy .
  • Options exercised in FY2025: None by NEOs .
  • Clawback assessment (restatement): Restatement related to cash flow classification did not trigger clawback as affected metrics were not used in incentive payouts .
  • Pledging/hedging: Hedging prohibited; pledging requires Board pre‑approval (no specific pledges disclosed in reviewed sections) .

Equity Award Overhang and Outstanding Awards (select)

CategoryAmount/Terms
Unvested TRSUs (selected FY2025 grants)354,297 (annual, 3‑yr ratable); 2,400,000 (Outperformance, 2 tranches in 2025/2026); 1,844,862 (Retention, 6‑yr ratable)
Unvested PRSUs (selected)1,844,862 Retention PRSUs with $20–$50 hurdles by 2031; 2025 Annual PRSUs modified to time‑based (two dates)
Options1,000,000 exercisable at $3.27 (exp 12/20/2025); 2,400,000 at $75 VWAP‑based (exp 8/18/2033)

Investment Implications

  • Alignment and control: Daniel Roberts’ economic stake (2.3% ordinary) coupled with B‑class voting rights yields 21.8% voting power, aligning incentives but concentrating influence; founders’ B shares also embed founder director nomination rights until redemption conditions are met .
  • Near‑term technicals: Significant RSU vesting windows on Nov 18–19, 2025 and May 18–19, 2026, plus annual TRSU tranches, may introduce episodic selling pressure and supply overhang risk absent 10b5‑1 sales planning .
  • Pay‑for‑performance vs retention: While FY2025 results and TSR support high equity values, the mid‑year modification of PRSUs to time‑based vesting weakens performance linkage and elevates retention focus—a governance watch item for future say‑on‑pay outcomes and investor engagement .
  • CoC/termination economics: Equity continuation/acceleration features could produce sizable payouts ($134.6m mark as of 6/30/25), affecting change‑of‑control modeling and downside scenarios; absence of cash severance agreements reduces fixed liabilities but equity provisions are material .
  • Execution track: Exceptional growth in power capacity, hashrate, AI GPU scale, and EBITDA signals strong execution; continued expansion (Prince George, Childress, Sweetwater) underpins growth but capital intensity and market cyclicality (Bitcoin, GPUs) remain key variables .