Benjamin Urban
About Benjamin Urban
Benjamin Urban, age 49, is Chief Executive Officer and a director of DIRTT Environmental Solutions (DRTTF) since June 2022; he is not independent as an executive director and has no other public company boards . In 2024, DIRTT’s TSR improved to a $156.54 value on a hypothetical $100 investment (vs. $81.15 in 2023), while net income swung to a $14.77 million profit from a $14.58 million loss in 2023; revenue declined to $174.3 million in 2024 from $181.9 million in 2023, and the CEO’s VPP bonus paid 0% for 2024 on personal revenue goals despite company-level 20% achievement, indicating pay-for-performance discipline . Urban holds a B.S. from the University of Denver’s Daniels College of Business and a Certificate in International Business Management from ITESM (Monterrey Tech) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AGILE INTERIORS | Leadership role, Business Development | Over 14 years, ending 2022 | Helped grow and diversify the business, expand market reach, and develop strategic distribution partnerships for large global clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public company directorships disclosed . |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % (VPP) | Actual Bonus/Non-Equity Incentive (USD) | Perquisites |
|---|---|---|---|---|
| 2024 | $385,000 | 20% of base; 0–150% range | $0 (CEO awarded nil VPP despite company 20% achievement) | $15,000 tax preparation reimbursement (allowance increased in 2024) . |
| 2023 | $375,000 | 50% of base; 0–100% range | $214,968 | — . |
Notes:
- Salary increased to $395,000 effective July 1, 2024 per employment agreement amendment; 2024 SCT shows $385,000 (paid in year) .
- Company prohibits short-sales, hedging, or pledging of Company securities; clawback policy in place since 2020 .
Performance Compensation
Annual cash (VPP) structure and outcomes
| Year | Metric | Weight | Threshold | Target | Maximum | Actual Result | Metric Payout | CEO Payout |
|---|---|---|---|---|---|---|---|---|
| 2024 | Revenue | 50% | < $185m | $185m | > $235m | $174.3m | 0% | 0% (Board set CEO at 0%) . |
| 2024 | Adjusted FCF as % of Revenue | 50% | < 8% | 8% | > 14% | 9% | 40% | 0% (CEO) . |
| 2023 | Revenue | 50% | < $168m | $168–$185m | > $185m | $181.9m | Between target and max | 75% of target (CEO) . |
| 2023 | Adjusted FCF | 50% | < -$5m | $0 to -$5m | > $0 | > $0 | Max | 75% of target (CEO) . |
- 2024 company-weighted VPP achievement was 20%; CEO paid 0% due to personal revenue goals; CFO/COO at 15% of target after 75% personal modifier applied to 20% company payout .
- Equity mix increased materially in 2024: stock awards of $937,500 vs. $182,927 in 2023; see Equity section for grant details .
Equity Ownership & Alignment
Beneficial ownership (as of May 21, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Benjamin Urban | 1,415,778 | ~0.75% (1,415,778 / 189,362,928) . |
- Shares outstanding: 189,362,928 (basis for % calc) .
- Pledging/hedging: Prohibited under Insider Trading Policies .
- Ownership guidelines: CEO 5x base salary; retention encouraged (50% of net shares) until compliance; guidelines were noted as suspended due to current stock price in 2023 proxy; status reviewed annually by the Compensation Committee .
- ESPP: Employees (including NEOs) eligible; 2023 ESPP allowed up to 10% of salary at 85% of VWAP; 2025 proxy seeks A&R ESPP approval to continue alignment .
Outstanding and unvested equity (as of Dec 31, 2024)
| Type | Units Unvested | Market/Payout Value (USD) | Notes |
|---|---|---|---|
| Time-based RSUs | 2,050,000 | $1,437,847 | Valued at USD $0.70 (C$1.01) using C$1.44/USD FX; see vest schedules below . |
| PSUs (unearned) | 922,804 | $647,244 | 2023 PSUs had grant-date accounting fair value of $0 as performance not probable at grant; market value shown as of 12/31/24 . |
Vesting schedule detail (potential supply/overhang)
| Grant Date | Award | Units | Vesting Details |
|---|---|---|---|
| Jun 7, 2023 | RSUs | 375,000 | 1/3 annually: Jun 7, 2024, 2025, 2026 (remaining 250,000 as of 12/31/24) . |
| Jun 7, 2023 | RSUs | 150,000 | Vested Mar 31, 2024 . |
| Aug 14, 2024 | RSUs | 1,500,000 | Cliff vest Aug 14, 2026 . |
| Aug 14, 2024 | RSUs | 300,000 | 1/3 annually: Aug 14, 2025, 2026, 2027 . |
| 2023 | PSUs | 922,804 | Performance-based; unearned as of 12/31/24 (targeting conditions not disclosed here) . |
- Blackout provisions may delay settlement/evaluation dates to the 10th business day after blackout expiry (or settle during blackout to meet tax laws), influencing sale timing windows .
- Change-of-control treatment: See Employment Terms below; 2025 amendment provides full RSU acceleration .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement date | Executive employment agreement dated June 22, 2022; amended in 2025 for CoC acceleration and salary increase in 2024 . |
| Base salary | $375,000 initially; increased to $395,000 effective July 1, 2024 . |
| Annual bonus (VPP) | Target set by Board; 2023 target 50% of salary; 2024 target 20% of salary; payout based on Revenue and Adjusted FCF % of Revenue with individual modifiers . |
| LTIP eligibility | RSUs/PSUs granted under LTIP; minimum vesting rules; non-transferability; clawback applicability . |
| Perquisites | Tax preparation reimbursement up to $5,000 historically; increased to $15,000 in 2024 . |
| Severance (without Cause / Good Reason) | Accrued pay; COBRA premiums; pro rata annual bonus based on actual performance; salary continuation for “Severance Period” = 12 months plus 1 month per full/partial year of service, capped at 18 months; subject to release and restrictive covenants . |
| Definitions | Just Cause includes fraud, malfeasance, material policy breaches, etc.; Good Reason includes material diminution in salary/authority, material breach, or >50-mile relocation . |
| CoC treatment | 2025 amendment: full acceleration of all RSUs upon change of control (employment agreement) . LTIP also accelerates if successor does not assume/substitute awards, with performance awards at target . |
| Restrictive covenants | Non-compete and non-solicit post-termination; other customary covenants . |
| Clawback/insider policy | Incentive Recoupment Policy (2020) allowing recoupment upon certain restatements linked to fraud/intentional misconduct; hedging/pledging prohibited . |
Board Governance
- Role and independence: Urban is CEO and a director (since June 2022) and therefore not independent; current public company boards: none .
- Board leadership: Independent chair model maintained; Ken Sanders served as independent Chair and presided over executive sessions excluding the CEO; Sanders retired June 30, 2024 and Scott Robinson was appointed Chair, preserving separation of Chair/CEO roles .
- Attendance: Urban attended 5/7 board meetings in 2023 (71%) and 10/10 in 2024 (100%) .
- Committees: The Board maintains Audit, Corporate Governance & Compensation, and Enterprise Risk Management committees comprised of independent directors; Urban does not serve on committees .
- Executive sessions: Board and committees hold in-camera sessions without management at each meeting, supporting independent oversight .
Director service snapshot (Urban)
| Year | Board Attendance | Committee Roles | Independence |
|---|---|---|---|
| 2023 | 5/7 (71%) | None | Not independent (CEO) . |
| 2024 | 10/10 (100%) | None | Not independent (CEO) . |
Multi-Year Compensation Summary (SCT)
| Year | Salary (USD) | Stock Awards (USD) | Non-Equity Incentive (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2024 | 385,000 | 937,500 | — | 15,000 | 1,337,500 . |
| 2023 | 375,000 | 182,927 | 214,968 | — | 772,895 . |
Pay versus Performance (PEO perspective)
| Year | SCT Total (USD) | Compensation Actually Paid (USD) | Company TSR ($100 basis) | Net Income (USD ‘000) |
|---|---|---|---|---|
| 2024 | 1,337,500 | 1,776,603 | 156.54 | 14,770 . |
| 2023 | 772,895 | 780,848 | 81.15 | (14,584) . |
Risk Indicators and Alignment Controls
- Clawback policy covering cash/equity awards upon certain restatements tied to fraud/intentional misconduct .
- Prohibition on hedging and pledging; awards under LTIP are non-transferable, mitigating misalignment or leverage risks .
- Ownership guidelines (CEO 5x salary) with retention requirements; oversight by Compensation Committee; noted suspension due to stock price conditions in 2023 proxy .
Investment Implications
- Strong pay-for-performance signal in 2024: CEO received 0% cash bonus despite a 20% company-level VPP achievement and positive TSR/net income, reflecting strict adherence to personal revenue goals; equity mix rose sharply, heightening alignment but increasing overhang sensitivity .
- Vesting calendar implies potential supply from: 125,000 RSUs on Jun 7, 2025 and 2026; 100,000 RSUs on Aug 14, 2025/2026/2027; and 1.5 million RSUs cliffing Aug 14, 2026; plus 922,804 PSUs contingent on performance—monitor blackout windows and post-vesting trading for selling pressure .
- Change-of-control economics: 2025 amendment provides full RSU acceleration on CoC (single-trigger on RSUs), potentially increasing deal incentives; LTIP separately accelerates if awards aren’t assumed by a successor, with performance awards at target .
- Severance exposure manageable: salary continuation capped at 18 months plus COBRA and pro rata bonus, with restrictive covenants preserving enterprise value; no tax gross-ups disclosed .
- Governance mitigants: Independent chair structure maintained post-2024 transition; regular in-camera sessions; majority-independent committees; CEO does not sit on committees, moderating dual-role concerns .
- Ownership alignment: Urban holds ~0.75% of shares outstanding; pledging/hedging prohibited; ESPP supports broader ownership culture, though ownership guideline enforcement was suspended due to stock price conditions in 2023 proxy .