Adrian Zarate
About Adrian Zarate
Adrian Zarate was appointed as an independent, non-employee director of DIRTT Environmental Solutions Ltd. effective July 30, 2025, as 22NW Fund LP’s nominee pursuant to a Support and Standstill Agreement; the Board determined he meets independence requirements under Canadian securities laws and TSX rules . He is a Capital Structure Analyst at 22NW LP and previously worked in investment banking at Greenhill & Co., LLC and credit investing at Nuveen (TIAA-CREF); he holds a BA in Economics from Columbia University and an MBA in Finance from The Wharton School . Residence: Florida (per indemnity agreement); age not disclosed in filings reviewed . An indemnity agreement dated July 30, 2025 provides broad indemnification and six-year D&O insurance tail coverage post-service, with a “most favoured nation” clause ensuring parity with any more favorable future indemnity terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 22NW LP | Capital Structure Analyst | Not disclosed | Focuses on investments across industry verticals |
| Greenhill & Co., LLC | Investment Banker | Not disclosed | Investment banking experience |
| Nuveen (TIAA-CREF) | Credit Investor | Not disclosed | Credit investing experience |
External Roles
- No other public company directorships disclosed in the appointment 8-K or press release .
Board Governance
- Committee assignments: Member, Corporate Governance and Compensation Committee (appointed upon joining the Board) .
- Independence: Board determined he meets independence requirements under Canadian securities laws and TSX rules .
- Attendance: 2025 attendance for Mr. Zarate not yet disclosed; 2024 Board encouraged AGM attendance and held in-camera sessions at each Board meeting (no meetings without non-independent directors present since the beginning of 2024) .
- Indemnity/D&O: Individual indemnity agreement executed July 30, 2025 (broad indemnity, presumption of good faith, settlement consent rights) and six-year D&O insurance tail; MFN clause for indemnity terms .
Fixed Compensation
DIRTT’s director compensation structure per the 2025 proxy (applies to Mr. Zarate as a non-employee director):
| Board / Committee | Member Compensation | Chair Compensation |
|---|---|---|
| Board (2024; increased effective Jan 1, 2025) | Annual retainer $100,000; increased to $140,000 for 2025 | Annual retainer $150,000; increased to $180,000 for 2025 |
| Audit Committee | Additional annual retainer $7,500 | Additional annual retainer $15,000 |
| Corporate Governance & Compensation Committee | Additional annual retainer $5,000 | Additional annual retainer $10,000 |
| Enterprise Risk Management Committee | Additional annual retainer $5,000 | Additional annual retainer $10,000 |
| Special Committees | Per meeting fee $1,000 | Per meeting fee $1,000 |
Notes:
- In 2024, Board approved additional cash payments of $10,000 per director for Q3 and $10,000 for Q4 (not eligible to be deferred or paid in equity) .
- As a non-employee director appointed in 2025, Mr. Zarate is entitled to the same compensation as described in the 2025 proxy .
Performance Compensation
DIRTT pays director equity primarily via DSUs; DSUs granted in lieu of retainers are fully vested upon grant and settle after service cessation, in cash or shares at the Company’s discretion (LTIP) . Mr. Zarate’s initial DSU grant was disclosed in a Schedule 13D/A:
| Equity Award | Grant Date | Number of Units | Vesting | Settlement Terms |
|---|---|---|---|---|
| DSUs (LTIP) | Oct 7, 2025 | 25,875 | Fully vested at grant (director DSUs in lieu of retainer) | Settles after service ends; for U.S. directors, on the 30th day post “Separation from Service”; settled in one share per DSU or cash equivalent at Company’s discretion |
Program details:
- Under LTIP effective May 30, 2023, DSUs for non-employee directors may be settled in cash or common shares; dividend equivalents accrue as additional DSUs .
- Mandatory deferral: Unless the Board resolves otherwise, 100% of the Annual Retainer (including committee/per diem fees) is satisfied in DSUs; directors may elect to defer any excess Cash Retainer Amount into DSUs prospectively .
Other Directorships & Interlocks
| Entity | Relationship | Relevance |
|---|---|---|
| 22NW Fund LP | Largest shareholder; Mr. Zarate is employed at 22NW and serves as 22NW’s nominee director under the Aug 2, 2024 Support and Standstill Agreement | Information flow/interlock risk; alignment with major shareholder’s interests; Board confirmed independence; no related party transactions requiring Item 404(a) disclosure |
| DIRTT share ownership concentration | 22NW beneficial ownership approx. 30.5% of shares outstanding (aggregate) | Significant influence; nomination right persistent under Agreement |
Expertise & Qualifications
- Capital structure analysis, investment banking, and credit investing expertise .
- Education: BA Economics, Columbia University; MBA Finance, The Wharton School .
Equity Ownership
| Holder | Security Type | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Adrian Zarate | DSUs (beneficially owned) | 25,875 | 0.01% | DSUs settle into shares or cash after service cessation under LTIP |
| Policy context | Insider Trading Policies | — | — | Company prohibits short-sales, hedges or pledges of Company securities; applies under Insider Trading Policies |
Governance Assessment
- Board effectiveness: Appointment to the Corporate Governance & Compensation Committee places Mr. Zarate directly within compensation oversight; the Committee engages independent consultants (Hugessen) to benchmark pay, which supports governance quality .
- Alignment: Mandatory DSU deferral of retainers and fully vested DSUs improve alignment with shareholders; DSUs settle post-service and can be paid in shares, reinforcing skin-in-the-game .
- Independence and conflicts: While nominated by and employed at 22NW, the Board confirmed independence under Canadian and TSX standards and disclosed no related-party transactions requiring Item 404(a) reporting—a positive signal for investor confidence . Still, the interlock with a 30.5% holder warrants monitoring for potential influence on strategic decisions .
- Risk controls: Individual indemnity agreement with robust D&O insurance tail, presumption of good faith, and settlement consent provisions reduce personal risk and can encourage candid oversight; MFN clause ensures parity in indemnification terms among directors .
RED FLAGS to monitor:
- Shareholder-nominated director employed by the largest shareholder (22NW) may create perceived conflicts or influence; continue to track committee decisions and any related-party transactions disclosures .
- Concentrated ownership (~30.5%) may impact governance dynamics and strategic direction; monitor any changes to nomination rights or support agreements .