Michael Alfred

About Michael Alfred

Independent non-executive director of IREN since October 2021; age 44. Background spans founding and leading fintech/data companies and public-markets investing, with a BA in History from Stanford University. Founder & Managing Partner of Alpine Fox LP (value equities and Bitcoin); prior CEO/co-founder of Digital Assets Data (sold to NYDIG in Nov 2020); senior roles at Strategic Insight and BrightScope; early career as co-founder/PM at Alfred Capital Management. IREN cites his technology and digital assets experience and investing background as core credentials for board service .

Past Roles

External Roles

Board Governance

• Independence and roles:
  • Determined independent under Nasdaq rules; serves on the Audit & Risk Committee and Compensation Committee (not chair) .
  • Board leadership: independent Chair (David Bartholomew); co-CEO structure separated from Chair .
• Attendance and engagement:
  • In FY2025, Board held 7 meetings; Audit & Risk held 6; Compensation held 3; each incumbent director attended at least 75% of Board and committee meetings during their service period .
  • Received a special $50,000 additional retainer for representing IREN at investor/industry conferences and providing market/sector/capital markets insights to the Board, indicating elevated engagement with shareholders and market intelligence .
• Committee context:
  • Audit & Risk Committee composed entirely of independent directors; oversees financial reporting, auditor oversight, and risk (including cybersecurity) .
  • Compensation Committee composed entirely of independent directors; retained FW Cook as independent consultant in FY2025 .
• Governance changes proposed:
  • Shareholder votes at 2025 AGM include adopting annual director elections for Non-Founder Directors with a classified board initially (Alfred slated as Class III director with initial term ending at 2028 AGM); classification sunsets beginning 2030 (declass by conclusion of 2032 AGM) .

Fixed Compensation (Director)

Performance Compensation (Director)

• Director equity awards held as of June 30, 2025:
  • Options: 14,266 (4,755 vested; remaining scheduled to vest in 2025 and 2026) .
  • DRSUs: 11,958 (vested on Sep 1, 2025) .
• Anti-hedging/pledging policy: Hedging prohibited; pledging requires Board pre-approval .

Other Directorships & Interlocks

• Related-party transactions: IREN reports no related-party transactions above $120,000 since July 1, 2024 (covers directors and affiliated entities) .

Expertise & Qualifications

• Domain expertise: Digital assets, enterprise data/software, investment management, capital markets; active principal investor across technology and consumer sectors .
• Education: BA, History, Stanford University .
• Board skills fit: Technology/digital assets and investing experience aligned with IREN’s Bitcoin/AI infrastructure focus; independent status supporting committee effectiveness .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director serving on both key committees (Audit & Risk; Compensation), supporting oversight breadth .
  • Documented engagement: additional retainer for shareholder-facing activities and market intelligence indicates active external engagement and investor outreach .
  • Board is majority independent, with independent Chair; clear committee charters and use of independent comp consultant (FW Cook) underpin governance process quality .
  • Attendance: met at least 75% threshold across Board/committees in FY2025, with a defined meeting cadence (Board 7; Audit 6; Compensation 3) .
  • No related-party transactions reported involving Alfred or his affiliated entities in the period; formal related-party policy in place .
  • Anti-hedging and restricted pledging policy reduce misalignment risk .

• Watch items / potential red flags

  • Compensation Committee actions: As a member and signatory to the Compensation Committee Report, Alfred oversaw FY2025 decisions including (a) converting portions of CEO PRSUs to time-based vesting and (b) granting large outperformance TRSUs and six-year retention grants. These design choices increase guaranteed equity value and may draw investor scrutiny on pay-for-performance rigor .
  • CEO pay optics: FY2025 CEO total comp $72.6m each; reported pay ratio 993:1—likely to attract say-on-pay focus; although not attributable to Alfred alone, committee oversight is implicated .
  • Board classification proposal: Moves Non-Founder Directors into a classified board (Alfred initially Class III through 2028) with declassification beginning 2030; continuity benefits exist, but classification can be viewed as entrenchment, potentially limiting shareholder influence in the near term .
  • Concentrated sector exposure: Alfred’s external roles tie closely to digital assets; while aligned with IREN’s strategy, this increases potential for perceived conflicts if commercial interactions were to arise—mitigated presently by absence of reportable related-party transactions .

• Shareholder considerations

  • Say-on-pay and frequency at 2025 AGM recommended “FOR” and “EVERY YEAR,” respectively—investors may weigh committee’s FY2025 design changes against strong FY2025 operational/financial performance .

Director Compensation (FY2025 Detail)

Related-Party Exposure and Policies

• Related-party transactions: None above $120,000 involving directors (including Alfred) since July 1, 2024; audit committee/shareholder approvals required per policy for any such transactions .
• Clawback: Restatement Clawback Policy adopted under SEC/Nasdaq rules; plans also allow recovery for misconduct. FY2025 restatement analysis found no recoveries required because impacted measures did not drive incentive payouts .
• Insider trading/pledging: Hedging prohibited; pledging requires Board pre-approval .

Performance & Track Record Context (Company-level)

• FY2025 results: Revenue $501m; Net income $87m; EBITDA $278m; significant operational scaling in power capacity, EH/s, and AI GPU capacity, which underpinned equity award rationales cited by the committee .
• Committee linkage: Compensation Committee emphasized share price and relative TSR in executive programs; however, mid-year modifications and large TRSU grants increase scrutiny on alignment .

Equity Ownership & Alignment Summary

• Beneficial ownership: 841,753 ordinary shares (direct, affiliated, options, and RSUs), representing less than 1% of shares outstanding; includes 750,461 shares via Alpine Fox LP .
• Alignment mechanisms: Annual director equity (DRSUs) and historical options create exposure to IREN’s share price; anti-hedging rules reinforce alignment .

Governance Assessment – Bottom Line

• Alfred’s independence, dual-committee service, investor-facing engagement, and sector expertise support board effectiveness. Primary governance risk relates to FY2025 executive compensation decisions (award modifications and large TRSU grants) under the Compensation Committee’s oversight and the proposed temporary classified board structure—both areas to monitor in future voting and engagement cycles .