William Roberts

About William Roberts

William Roberts is Co-Founder, Co-Chief Executive Officer, and director of IREN; age 35, serving on the board since 2018. He holds a Bachelor of Business (Distinction) from the University of Technology Sydney and previously worked in finance, real assets, and commodities at Macquarie Group (co-founded the Digital Assets team), Westpac, and Brookfield Multiplex . During FY2025, IREN’s revenue grew to $501,023k from $187,192k in FY2024, net income reached $86,941k, and EBITDA rose to $278,178k, while total shareholder return (value of a fixed $100 investment) was $435 vs $337 in FY2024 and $139 in FY2023, with year-end share price $14.57 . Roberts served as Co-PEO in FY2023–FY2025 (with Compensation Actually Paid of $116,262,163 in FY2025, reflecting fair value changes in equity awards as prescribed by SEC rules) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Grants and Structure

STIP KPIs and Payout

Performance Outcomes and Vesting

Award Modifications (Pay-Design Signal)

• In May 2025, Co-CEO FY2025 Annual PRSUs were modified from share-price hurdle vesting to time-based vesting (50% 11/18/2025, 50% 5/18/2026); incremental fair value recognized: $4,998,405 for 2025 PRSUs and $635,710 for 2022 PRSUs per Co-CEO .
• Modifications increase near-term vesting certainty and could reduce performance risk, a potential red flag for pay-for-performance purity .

Equity Ownership & Alignment

Beneficial Ownership

• B Class shares are redeemable upon events including director retirement, transfer breach, winding up, or on 11/17/2033; two B Class shares outstanding (founder directors) .

Insider Trading, Hedging, Pledging

• IREN prohibits hedging and margin purchases; pledging requires Board pre-approval. No pledges disclosed for Roberts in the proxy .
• Clawback review following restatement determined no recovery was required under the Restatement Clawback Policy (no incentive tied to impacted measures) .

Options and Equity Award Inventory (Selected)

• None of the NEOs exercised options in FY2025. Shares vested for Roberts in FY2025: 509,268; value realized $7,420,035 (at $14.57 close on 6/30/2025) .

Employment Terms

• Co-CEOs are not party to employment, severance or similar agreements; thus, no fixed severance multiples of salary+bonus for Roberts .
• STIP: No default treatment on change in control; Board may accelerate vesting at discretion; termination for resignation/for cause forfeits unpaid STIP; certain qualifying terminations may allow STIP payment at Board discretion .
• LTI (TRSUs/PRSUs): For Qualifying Termination (without cause, death, disability), awards continue to vest on original schedule with PRSUs based on actual performance; for other terminations, all outstanding TRSUs/PRSUs are forfeited .
• Change-in-control: If a “sale” as defined occurs, unvested TRSUs/PRSUs vest in full and are paid out in cash at consummation; otherwise, no default treatment but Board may accelerate in full—functionally a single-trigger for “sale” with Board discretion otherwise .
• Estimated equity award acceleration values (as of 6/30/2025 at $14.57): $134,615,625 for Roberts upon Qualifying Termination or “sale” change-in-control, subject to Board discretion .
• Clawback: Restatement-related review concluded no recovery required under Restatement Clawback Policy (no impacted incentive measures) .

Board Governance

• Roberts serves as an executive director and Co-CEO; executive directors are not independent under Nasdaq rules .
• Board comprises six directors; four independent non-executive members; Chair is David Bartholomew. Audit & Risk Committee chaired by Sunita Parasuraman; Compensation Committee chaired by David Bartholomew; both committees fully independent per Nasdaq and Exchange Act rules .
• Dual-role implications: Both founder brothers (William and Daniel Roberts) are Co-CEOs and directors, with each holding one B Class share conferring significant voting power (21.8% each), which raises potential governance considerations around independence and founder influence; mitigated by independent Chair and independent committees .

Compensation Peer Group (Benchmarking)

Compensation Structure Analysis

• Equity-heavy pay mix with substantial 2025 grants and additional long-horizon retention PRSUs/TRSUs extending to 2031—strong retention and market-aligned long-term focus .
• Shift in 2025 Annual PRSUs from performance (price hurdles) to time-based vesting increases guaranteed outcomes and near-term vesting certainty; incremental fair value recognized—potential pay-for-performance dilution and selling pressure around vest dates (11/18/2025, 5/18/2026) .
• FY2025 STIP paid at maximum (200%) for Co-CEOs based on Board-evaluated KPIs; absence of quantified targets/weights reduces transparency of short-term pay-for-performance linkage .

Say-on-Pay & Shareholder Feedback

• FY2025 proxy includes advisory say-on-pay proposal with majority of votes cast required; Board recommends FOR; frequency proposal recommended EVERY YEAR. No historical approval percentages disclosed in the proxy .

Risk Indicators & Red Flags

• PRSU modification (performance-to-time) in May 2025—potential red flag on pay-for-performance rigor .
• Extreme CEO pay ratio: 993:1 for each Co-CEO in FY2025 (median employee $73,186 vs $72,647,744 SCT total) .
• Restatement disclosed in March 2025; clawback analysis resulted in no recovery—monitor future governance and audit risk management .
• Significant founder voting power via B Class shares (21.8% each), raising entrenchment concerns despite independent board leadership .

Equity Ownership & Vesting Calendar (Selected Upcoming Milestones)

Employment Terms – Economics Summary (FY2025 Basis)

Investment Implications

• Near-term supply risk from large time-based PRSU vests (Nov 2025 and May 2026) and sizable TRSU schedules may elevate insider selling pressure; monitor Form 4s and blackout periods closely .
• Long-horizon retention PRSUs/TRSUs align leadership with multi-year share price creation to $20–$50 and continuity through 2031; strong alignment if hurdles are met, but dilution and fair value magnitude warrant scrutiny .
• Governance mitigants include independent Chair and fully independent audit/comp committees; nevertheless, dual founder-CEO/director roles and B Class voting power concentrate influence—pay design changes amplify scrutiny on compensation governance and performance linkage .
• Operational momentum with FY2025 revenue/EBITDA inflection and TSR outperformance support maximum STIP payout; however, lack of quantified KPI targets/weights reduces transparency—engage for clearer STIP metrics going forward .