Epochal Corporation Publishes Open Letter to IREN’s Chair on the Co-CEOs’ US$800 Million Equity Award

A long-term IREN shareholder proposes performance conditions on the award’s unvested back half and asks for an independent review

DUBAI, UNITED ARAB EMIRATES, July 21, 2026 /EINPresswire.com/ -- Epochal Corporation, the Middle East-based private investment firm of Neel Khokhani and a shareholder of IREN Limited (NASDAQ: IREN) since 2022, today published an open letter to IREN’s Independent Non-Executive Chair, David Bartholomew. It is a response to the board’s 8 July 2026 letter to shareholders concerning the equity awards granted to co-CEOs Daniel and William Roberts.

On 1 July 2026, following board approval on 30 June 2026, IREN granted its co-CEOs a combined 18,198,656 restricted stock units. The latter make up approximately five percent of the company and will be worth more than US$800 million when approved. The award vests in four equal annual tranches, with each tranche subject to a further two-year holding restriction, and carries no performance conditions.

Khokhani’s letter credits the chair’s response to shareholders as “serious, detailed, and personally signed.” It acknowledges the award’s protective features, including holding restrictions running to fiscal 2033 and a commitment to no further grants before fiscal 2031.

He also asks an unanswered and crucial question. “What it never explains is why keeping them required 18.2 million shares — roughly five percent of the company, worth more than $800 million at the price on the day the Board approved it — with not one performance condition attached,” Mr Khokhani wrote.

Elsewhere in the letter, Khokhani argues that the board’s stated reasons for abandoning performance hurdles support better designed conditions rather than none. The prior share-price targets failed during a sector-wide downturn despite IREN’s outperformance, with later targets ahead of schedule in a rally.

“The Board tried one design, watched it misfire twice, and concluded that no design could work. That was never the real choice,” he writes.

“Holding periods align; conditions earn. This award has plenty of the first and none of the second,” the letter states. On the advisory vote on executive compensation that the Board has committed to holding at IREN’s Annual General Meeting, expected in November, the letter is equally direct: “A vote without consequences is a survey.”

The letter’s central thesis is an imagined exchange between the chair and Warren Buffett. Over a “lunch that never happened”, Buffett asks the following: “One ruler read low in a storm, one read high in a flood — and you concluded rulers don’t work?” The fictional exchange ends with Buffett asking what the co-CEOs must do to keep the award. The answer: “Stay.”

The letter also includes an opening epigraph from the late Charlie Munger: “Show me the incentive and I will show you the outcome.”

The letter makes three requests of the Board:
1. Consolidated disclosure: a single table in the proxy statement reconciling share counts, ownership percentages, values before and after the accounting discount, and the full comparator set used by the board’s compensation consultant;

2. Defined consequences for the advisory vote: a commitment that if 25% or more of votes cast oppose the compensation resolution, the board will commission an independent review and report back to shareholders within 90 days;

3. An independent review: it would be conducted by a compensation consultant not previously engaged on the award, reporting before or at the AGM, and examining the attachment of performance conditions to the award’s unvested tranches.

Mr Khokhani is clear that this letter is intended to be constructive: “Nothing that follows is an attack on the founders or their record.”
On the proposed retrofit of performance conditions to the final two tranches, vesting in 2029 and 2030, the letter notes: “The founders stay. They simply earn the back half.”

The full letter is available at epochal.mc and on X at @neel_epochal.

Notes to editors
The exchange between the Chair and Warren Buffett is presented in the letter explicitly as imagined — “a lunch that never happened” — and should not be reported as remarks made by Mr Buffett. The Charlie Munger quotation is the letter’s epigraph, attributed to Mr Munger.
All quotations above are reproduced verbatim from the letter of 20 July 2026, except where identified as a description.
Mr Khokhani’s initial letter to the Board, dated 8 July 2026, and the Chair’s letter to shareholders of the same date, filed with the US Securities and Exchange Commission, provide background to this correspondence.

About Epochal Corporation
Epochal Corporation is a private investment firm founded by Neel Khokhani. Epochal invests with patience, conviction, and purpose, taking long-term positions in businesses it believes in and engaging constructively with their boards. Epochal has been a shareholder of IREN Limited since 2022.

Grigorij Richters
XWECAN s.r.o.
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