David Bartholomew
About David Bartholomew
David Bartholomew, age 64, is IREN’s Independent Non‑Executive Chair, appointed to the Board in 2021 and serving as Chair since September 2021. He is designated an “independent” director under Nasdaq rules, and is an Audit Committee Financial Expert. He holds a Bachelor of Economics (Honours) from Adelaide University and an MBA from the Australian Graduate School of Management . His tenure on IREN’s Board began in 2021 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| DUET Group (ASX) | Chief Executive Officer | Prior role (pre-IREN) | Led transition to fully internalized management/governance; served on portfolio company boards (United Energy Distribution, Multinet Gas, Dampier to Bunbury Natural Gas Pipeline, Energy Developments, Duquesne Light) |
| Hastings Funds Management; Lend Lease; Boston Consulting Group; BHP Minerals | Executive roles | Prior roles | Strategy, infrastructure, finance and operations leadership experience |
| Vector Limited; Power and Water Corporation (NT); Dussur (Saudi Arabia); Interlink Roads; Statewide Roads; Epic Energy; Sydney Light Rail; Port of Geelong; forestry companies; Nextgen Networks | Director/Board roles | Prior roles | Multiple sector boards across energy, transport, and infrastructure |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Atlas Arteria (ASX) | Non‑Executive Director | Public (ASX) | Global toll road owner/operator |
| Endeavour Energy (NSW) | Non‑Executive Director | Private/State-regulated utility | Electricity distribution |
| Atmos Renewables | Independent Non‑Executive Chair | Private | Renewable generation assets owner/developer |
| GHD | Director | Private | Global engineering services firm |
Board Governance
- Independence and roles: Independent Non‑Executive Chair; member, Audit & Risk Committee; Chair, Compensation Committee .
- Independence status: The Board determined Bartholomew is independent under Nasdaq rules .
- Audit expertise: Designated by the Board as an Audit Committee Financial Expert .
- Board and committee activity: FY ended June 30, 2025—Board held 7 meetings; each incumbent director attended at least 75% of Board and committee meetings during their service; Audit & Risk Committee held 6 meetings; Compensation Committee held 3 meetings .
- Leadership structure: IREN has two Co‑CEOs and a separate independent Chair (Bartholomew), which the Board believes enhances oversight and governance .
- Director elections/classification: Proposed amendment to require shareholder elections of Non‑Founder Directors at each AGM under a classified board initially—Bartholomew would be a Class II director with an initial term ending at the 2027 AGM; classified structure sunsets beginning with the 2030 AGM .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $60,000 | Program design |
| Additional Chair cash retainer | $60,000 | Program design |
| Audit & Risk Committee Chair retainer | $20,000 | Program design (Bartholomew is not Audit Chair) |
| Fees earned/paid in cash (Bartholomew) | $112,780 | Actual FY2025 cash fees |
| Superannuation (Bartholomew) | $7,220 | Australia superannuation; only non‑employee director resident in Australia |
Performance Compensation
| Award Type | Grant/Value | Outstanding/Units | Vesting/Terms |
|---|---|---|---|
| Director RSUs (DRSUs) – Bartholomew | $202,509 grant date fair value | 61,392 DRSUs as of June 30, 2025 | 43,455 vested on Sep 1, 2024; 17,937 vested on Sep 1, 2025 |
| Options – Bartholomew | N/A (value not disclosed) | 42,554 options | 14,183 fully vested and exercisable; 14,188 vest on Jul 28, 2025; 14,183 vest on Jul 28, 2026 (service‑based) |
| Director equity design | — | — | Non‑employee directors receive annual DRSUs; directors (other than Parasuraman) have been awarded options that vest over service; pro‑rata return of awarded shares if service ends early |
Compensation committee process and independence: The Compensation Committee (all independent; chaired by Bartholomew) oversees executive and director pay and engaged FW Cook as independent consultant in FY2025; the Committee identified no consultant conflicts of interest .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Atlas Arteria (ASX) | Transportation infrastructure | No related‑party transactions disclosed with IREN since July 1, 2024; independence affirmed under Nasdaq rules |
| Endeavour Energy (NSW) | Electric utility | No related‑party transactions disclosed with IREN since July 1, 2024 |
| Atmos Renewables | Renewable energy | No related‑party transactions disclosed with IREN since July 1, 2024 |
| GHD | Engineering services | No related‑party transactions disclosed with IREN since July 1, 2024 |
Expertise & Qualifications
- Financial and audit expertise: Board‑designated Audit Committee Financial Expert; financially literate under SEC/Nasdaq rules .
- Industry and leadership: CEO of DUET Group (energy/infrastructure) and senior roles at Hastings Funds Management, Lend Lease, BCG, BHP; extensive board experience across energy, utilities, and transport .
- Education: B.Econ (Hons), Adelaide University; MBA, Australian Graduate School of Management .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership (ordinary shares) | 136,064 shares; <1% of outstanding |
| Breakdown (footnote) | 34,853 shares held directly; 11,448 shares via Wetherby Place Investments Trust; 28,371 shares assuming exercise of vested options (NED Option Plan); 43,455 RSUs vested and unexercised; 17,937 RSUs expected to vest in Sep 2025 |
| Anti‑hedging/pledging | Insider Trading Policy prohibits hedging; pledging or margin purchases prohibited without Board pre‑approval |
Governance Assessment
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Strengths
- Independent, experienced Chair separate from management; Audit Committee Financial Expert designation enhances financial oversight .
- Active committee leadership: Chairs Compensation Committee; serves on Audit & Risk Committee overseeing financial reporting, auditor independence, and enterprise risk (including cybersecurity) .
- Alignment via equity: Majority of director compensation in FY2025 delivered as equity (DRSUs), with service‑based vesting; options outstanding further align incentives .
- Policies and controls: Anti‑hedging/pledging policy; written Related Party Transactions Policy; no related‑party transactions >$120,000 since July 1, 2024 .
- Engagement: Each incumbent director attended at least 75% of Board/committee meetings; Board held 7 meetings; Audit & Risk held 6; Compensation held 3 in FY2025 .
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Watch items / RED FLAGS
- Classified board proposal: While adding shareholder elections for Non‑Founder Directors, the proposed classified structure would lengthen time to change Board majority (entrenchment risk), though it sunsets beginning 2030; Bartholomew initially Class II (term to 2027 AGM) .
- Director options: Use of stock options for non‑employee directors (in addition to RSUs) can increase risk‑taking incentives; monitor ongoing structure and any repricing/modification activity (none disclosed) .
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Overall implication: Bartholomew brings deep infrastructure and energy governance experience, serves as an independent Chair with audit and compensation leadership, and shows ownership alignment via equity. The proposed move to a classified board merits scrutiny from an entrenchment perspective despite a defined sunset, but current independence, policies, and attendance support investor confidence in Board oversight .