Epochal asks IREN to add performance tests to co-CEO stock award

Epochal Corporation, a long-term IREN shareholder, publicly urged the company’s board to attach performance conditions to part of a more than US$800 million equity award for co-CEOs Daniel and William Roberts. The letter also calls for clearer proxy disclosure and an independent review if at least 25% of votes oppose the pay resolution at IREN’s expected November AGM.

Why it matters: - Epochal is pressing IREN to tie executive pay more closely to performance after the board approved a large equity award with no performance hurdles. - The push could shape how shareholders vote on executive compensation at IREN’s expected November annual meeting. - The letter frames the issue as a governance test: whether a board can defend a very large award with only holding periods and no vesting conditions tied to results.

What happened: - Epochal Corporation published an open letter to IREN Independent Non-Executive Chair David Bartholomew on 21 July 2026. - The letter responds to the board’s 8 July 2026 letter to shareholders about equity awards for co-CEOs Daniel and William Roberts. - IREN granted the co-CEOs 18,198,656 restricted stock units on 1 July 2026, after board approval on 30 June 2026. - The award represents about 5% of IREN and is worth more than US$800 million at the approval-date price. - The award vests in four equal annual tranches and each tranche carries a further two-year holding restriction. - The award has no performance conditions.

The details: - Epochal founder and shareholder Neel Khokhani says the chair’s response to shareholders was “serious, detailed, and personally signed.” - The letter acknowledges the award’s protective features, including holding restrictions through fiscal 2033 and a commitment to no further grants before fiscal 2031. - Khokhani argues that IREN’s explanation for dropping performance hurdles supports better-designed conditions, not the absence of conditions altogether. - The letter says earlier share-price targets failed during a sector-wide downturn even though IREN outperformed, while later targets were reached ahead of schedule during a rally. - The letter says, “Holding periods align; conditions earn. This award has plenty of the first and none of the second.” - On the planned advisory vote on executive compensation at the AGM, the letter says, “A vote without consequences is a survey.” - The letter’s requested actions are threefold. - Epochal wants consolidated disclosure in the proxy statement showing share counts, ownership percentages, values before and after the accounting discount, and the full comparator set used by the compensation consultant. - Epochal wants the board to commit that if 25% or more of votes cast oppose the compensation resolution, the board will commission an independent review and report back within 90 days. - Epochal wants an independent review by a compensation consultant not previously engaged on the award, with findings delivered before or at the AGM and focused on adding performance conditions to the unvested tranches. - Khokhani says the letter is intended to be constructive and adds, “Nothing that follows is an attack on the founders or their record.” - The letter says the proposed fix for the final two tranches is simple: “The founders stay. They simply earn the back half.” - Epochal says the full letter is available at the company’s letter page and on X at @neel_epochal.

Between the lines: - The letter is trying to move the debate from whether the award should exist to how much of it should be earned, and on what terms. - The Buffett and Munger references are meant to frame the board’s decision as an incentive problem, not just a compensation dispute. - The proposal for an outside review gives shareholders a clearer escalation path if the pay vote draws meaningful opposition.

What’s next: - IREN is expected to face a shareholder advisory vote on executive compensation at its AGM in November. - The board will have to decide whether to respond to Epochal’s request for a performance-based retrofit, stronger disclosure, or a formal independent review trigger. - Any shareholder backlash could pressure IREN to revisit the structure of the co-CEO award before later tranches vest in 2029 and 2030.

The bottom line: - Epochal is not asking IREN to cancel the co-CEO award. It is asking the board to make the back half of the grant depend on performance, and to prove to shareholders that the package is earnable, not just retained.