Form 4: DIRTT Director Granted 45,975 Deferred Share Units

DIRTT Environmental Solutions Director Holyce Hess Groos received a grant of 45,975 deferred share units, increasing her total beneficial ownership to 125,992 DSUs.

Summary

• Holyce Hess Groos, a Director of DIRTT Environmental Solutions Ltd., was granted 45,975 Deferred Share Units (DSUs).
• This grant was made pursuant to the company's Third Amended and Restated Long Term Incentive Plan.
• Each DSU is the economic equivalent of one common share of DIRTT Environmental Solutions Ltd.
• The DSUs will settle following the cessation of service and employment with the Issuer.
• For US Directors, settlement will occur no later than forty days following the Termination Date, either in common shares or the cash equivalent.
• The price used to calculate the number of DSUs granted was C$0.80, based on the closing price on the Toronto Stock Exchange on September 26, 2025.
• This price was converted to US$0.57 using the Bank of Canada exchange rate of C$1.3941 = US$1.00 for September 26, 2025.
• Following this transaction, Ms. Groos beneficially owns 125,992 DSUs.

Sentiment

Score: 6

Explanation: The filing reports a routine grant of deferred share units to a director, which is a standard practice for aligning director interests with shareholder value. It is a neutral to slightly positive event as it reflects ongoing corporate governance and compensation practices, but does not indicate significant operational or financial changes.

Positives

• The grant of Deferred Share Units (DSUs) to a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's share performance.
• The compensation is part of a structured Long Term Incentive Plan, indicating a formal approach to executive and director remuneration.

Negatives

• The settlement of DSUs in common shares could lead to minor dilution for existing shareholders, although this is a standard aspect of equity-based compensation plans.

Future Outlook

Deferred Share Units (DSUs) granted to US Directors will settle no later than forty days following the cessation of service and employment with the Issuer, with settlement occurring either in common shares or the cash equivalent based on the closing price of common shares.

Industry Context

This filing details a routine equity compensation grant to a director, a common practice across various industries to align director incentives with long-term shareholder value. Such grants are standard components of corporate governance and compensation structures in publicly traded companies, particularly in the environmental solutions and construction technology sectors where long-term strategic vision is crucial.

Comparison to Industry Standards

• The grant of Deferred Share Units (DSUs) as a component of director compensation is a widely adopted practice among publicly traded companies, including those in the building materials and sustainable construction sectors. Companies like Steelcase Inc. (SCS) or Herman Miller (MLHR), while not direct competitors, often utilize similar equity-based incentive plans for their non-executive directors to foster long-term alignment.
• The structure, where DSUs settle upon cessation of service, is a common design feature aimed at retaining directors and deferring compensation, which can have tax benefits for the recipient and align with long-term company performance.
• The use of a Long Term Incentive Plan (LTIP) for such grants is standard corporate governance, ensuring transparency and a structured approach to compensation, comparable to practices at peers in the broader industrial or manufacturing sectors.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for minor future dilution upon DSU settlement if settled in shares, but also improved alignment of director interests with long-term shareholder value.
• Director (Holyce Hess Groos): Receives equity-linked compensation, tying personal financial outcomes to the company's performance and providing a long-term incentive.
• Employees: No direct impact mentioned, but the existence of a long-term incentive plan can signal a structured approach to compensation across the organization.

Next Steps

• Settlement of the Deferred Share Units (DSUs) will occur following the director's cessation of service and employment with DIRTT Environmental Solutions Ltd.

Key Dates

Keywords

DIRTT Environmental Solutions, DRTTF, Form 4, Insider Transaction, Deferred Share Units, DSU, Director Compensation, Equity Compensation, Long Term Incentive Plan, Corporate Governance