IREN Limited (NASDAQ:IREN) closed Friday at $41.61, down 0.3%, after its board approved a substantial compensation package for its co-founders. The award, valued at approximately $757.2 million, consists of 18.2 million restricted stock units (RSUs) tied to performance milestones. This grant represents 71.4% of the 25.5 million ordinary shares available under the company's 2025 incentive plan, a figure that has drawn attention from investors and governance watchdogs.
The RSUs are split evenly between the two co-CEOs, with each receiving 9,099,328 units. The grant exceeds the 17.5 million-share pool that shareholders approved last November by nearly 700,000 units. IREN's board triggered an automatic top-up on July 1, adding 8 million shares to the plan, bringing the total registered capacity to 25.5 million shares. The registration itself does not issue shares, but the math is clear: the founder grant alone is 698,656 units more than the original pool.
Independent board chair David Bartholomew addressed the size of the award in a letter released Wednesday, stating, "These are large awards and we do not shy away from that." He emphasized that the 2025 and 2026 grants for each founder represent about 3% of IREN's total equity. Bartholomew also noted that neither co-CEO will receive another equity grant until after fiscal 2031. The RSUs carry no performance hurdles and vest in four annual installments, each subject to a two-year lockup on sales. The final lockup extends into fiscal 2033.
The compensation package is not fixed; its value fluctuates with IREN's share price. At Friday's close, the 2026 plan was worth $757.2 million, or $378.6 million per executive. This generous award comes as IREN's stock-based compensation expenses are surging. For the nine months ended March 31, the company booked $162.1 million in stock-based compensation, about 6.8 times higher than the same period a year ago. Service-based RSU costs surged nearly eight times year-over-year to $102.5 million.
The governance issue is compounded by market concerns. JPMorgan analyst Richard Choe warned Friday that new entrants in the GPU rental market could "put downward pressure on GPU rental pricing," potentially reducing revenue per chip and offsetting any benefits from the awards. This pressure is particularly relevant for IREN, which operates in the high-performance computing and AI infrastructure space.
IREN's stock is trading about 9% below its June 30 closing price, following a week of volatile reversals. The company's recent inclusion in the Russell 1000 index after the June 26 close has put its governance practices under greater scrutiny from benchmark-tracking funds. Sector peers showed mixed performance Friday: CoreWeave (NASDAQ:CRWV) slipped 0.8%, Applied Digital (NASDAQ:APLD) fell 3.1%, and Nebius Group (NASDAQ:NBIS) rose 2.4%. IREN's modest decline suggests the compensation issue has not yet set a clear tone for the sector.
The next key event for IREN is the release of its proxy statement ahead of the annual meeting. Investors will be looking for details on the accounting value of the awards, how much remains in the equity plan, and the outcome of the advisory vote on executive pay. These figures will determine whether the 71.4% ratio represents a one-time retention measure or signals a shift toward a more generous equity budget.
