Committee held four meetings. The Compensation Committee is responsible for reviewing and recommending to the Board: corporate goals and objectives relevant to executive compensation as well as base salary, bonus, equity and other benefits for senior executives, compensation of non-executive directors, and any changes to IREN’s incentive compensation and equity-based plans and arrangements. The Compensation Committee may delegate its responsibilities to a subcommittee, if approved by the Board, and has been aided in its review of, and recommendations regarding, executive compensation by an independent consultant, FW Cook, which provides the Compensation Committee with compensation benchmarking and consultation services.
The Board has determined that each member of the Compensation Committee is “independent” as such term is defined in Rule 10C-1(b)(1) under the Exchange Act and each qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee have been officers or employees of IREN at any time during the past year. Additionally, none of our executive officers serve on the compensation committee or board of directors of any other entity where an executive officer of that entity is a member of our Board or Compensation Committee. For information regarding transactions between IREN and the members of the Compensation Committee, please see “Related Party Transactions” below.
Corporate Governance Guidelines and Code of Business Conduct
and Ethics
We have adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of the Board, directors and Board committees, conflicts of interest, succession planning, committee composition, director term limits, and other important governance policies and principles.
Additionally, we have adopted the Code of Business Conduct and Ethics, which applies to all our directors, and to our officers and other employees. Our Code of Business Conduct and Ethics addresses, among other things, competition and fair dealing, gifts and entertainment, conflicts of interest, international trade laws, public communications and Regulation FD, modern slavery, compliance with laws, regulations and policies, confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Business Conduct and Ethics. We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, our Code of Business Conduct and Ethics granted to directors or executive officers by timely posting such information on our website.
The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available under the “Governance” section of our website at www.iren.com/investors/governance.
Insider Trading Policy
Our Board has adopted an Insider Trading Policy, which applies to all officers, directors and employees of IREN. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to IREN. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to our 2026 Annual Report on Form 10-K. The Insider Trading Policy prohibits purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of IREN’s securities.
Communication with the Board of Directors
Shareholders and interested parties who wish to contact any member of the Board or the entire Board should address correspondence to the Chair in care of the Secretary by email. The Secretary will review and forward correspondence to the Chair or the appropriate person or persons for response. Such items that
