Douglas Edwards
About Douglas Edwards
Douglas Edwards, age 50, is an independent director of DIRTT Environmental Solutions Ltd. (DRTTF); he resides in Charlotte, North Carolina and has served on the Board since April 2022 . He currently serves as President, Humana Government Business at Humana Inc. (NYSE: HUM) and previously held senior leadership roles at Humana and Jones Lang LaSalle (NYSE: JLL); he holds an MBA from UNC Kenan‑Flagler and a BS in Civil Engineering from NC State, and is a LEED Accredited Professional . The Board cites his human resources, real estate, and ESG experience and executive leadership credentials as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana Inc. | President, Humana Government Business | Current (as of proxy date) | Oversees ~2,000 people serving active duty military families and veterans |
| Humana Inc. | Sr. VP, Enterprise Associate & Business Solutions | May 2021 – May 2025 | Senior enterprise operations leadership |
| Humana Inc. | Sr. VP, Workplace Experience | Jul 2019 – May 2021 | Workplace strategy/operations |
| Humana Inc. | VP, Workplace Solutions | 2016 – Jun 2019 | Workplace solutions leadership |
| Humana Inc. | Director, Workplace Solutions | 2015 – 2016 | Workplace initiatives |
| Jones Lang LaSalle (JLL) | Managing Director, Regional Director | 2013 – 2015 | Regional leadership |
| Jones Lang LaSalle (JLL) | Sr. VP, Retail Project Mgmt Platform Director | 2011 – 2013 | Platform leadership |
| Jones Lang LaSalle (JLL) | VP, National Transition Team Lead | 2009 – 2011 | Transition leadership |
| Jones Lang LaSalle (JLL) | Senior Project Manager, Project Lead | 2006 – 2009 | Project delivery |
External Roles
| Organization | Listing/Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Kolar | Private/for‑profit | Board Advisor | Since Feb 2023 | Advisory role |
| Goodwill Industries of Kentucky | Non‑profit | Director | Current | Non‑profit governance |
| Louisville Downtown Development Corporation | Non‑profit | Director | Current | Non‑profit governance |
| Current public company boards | — | None | — | Explicitly disclosed as “None” |
Board Governance
- Independence: The Board determined Douglas Edwards is “independent” under applicable Canadian securities laws; he is also independent for Audit Committee and Corporate Governance & Compensation Committee service .
- Executive sessions: The Board and committees generally conduct in‑camera (executive) sessions during each Board meeting; since the beginning of 2024, the Board held no meetings at which non‑independent directors were not present .
- Committee assignments and chair roles:
- Audit Committee member (Chair: Holly Hess Groos); Edwards and all members are financially literate; Groos is an SEC “audit committee financial expert” .
- Corporate Governance & Compensation Committee member (Chair: Aron English); all members are non‑employee directors .
- Attendance: Edwards attended 100% of Board and committee meetings in 2024 .
- Shareholder support: 2024 votes in favor for Edwards totaled 143,212,639 (99.86%) .
| Body | Role | Chair | 2024 Attendance (Meetings) | Status |
|---|---|---|---|---|
| Board of Directors | Director | No | 10/10 | Independent |
| Audit Committee | Member | No | 6/6 | Independent |
| Corporate Governance & Compensation Committee | Member | No | 4/4 | Independent |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $20,000 | Board members received an additional cash payment of $20,000 for services during Q3–Q4 2024 (pro‑rated for Groos) |
| Stock Awards (DSUs) | $118,079 | Aggregate grant‑date fair value; DSUs under LTIP valued per FASB ASC 718 using TSX closing price; fully vested upon grant |
| All Other Compensation | — | None disclosed |
| Total Compensation | $138,079 | Sum of cash and stock awards |
Performance Compensation
| Metric/Condition | Application to Director Pay | Evidence |
|---|---|---|
| Performance metrics (e.g., revenue/EBITDA/TSR) | None disclosed for director compensation; director DSUs are fully vested upon grant | DSUs under LTIP are fully vested on grant; no performance conditions disclosed for directors |
| Plan design references | Director equity awards (DSUs) granted under LTIP effective May 30, 2023; valued under FASB ASC 718 | LTIP DSU terms and valuation approach disclosed; effective date noted |
Other Directorships & Interlocks
| Company/Entity | Relationship to Edwards | Potential Interlock/Conflict with DIRTT | Disclosure/Evidence |
|---|---|---|---|
| Public company board seats | None | None | Explicitly “None” listed for current public company boards |
| Humana Inc. | Employer (President, Humana Government Business) | No DIRTT‑related transactions disclosed | Related party transactions section does not identify Edwards; oversight via policy/committee |
| Kolar; Goodwill Industries of Kentucky; Louisville Downtown Development Corporation | Board Advisor/Director (private/non‑profit) | None disclosed | External roles listed; no related party transactions identified |
Expertise & Qualifications
- MBA (UNC Kenan‑Flagler) and BS Civil Engineering (NC State); LEED Accredited Professional .
- Executive leadership in healthcare operations and workplace/real estate strategy (Humana; JLL) .
- Board‑cited strengths: human resources, real estate, ESG experience, and executive leadership .
Equity Ownership
| Security | Quantity | Vesting Status | As of | Source |
|---|---|---|---|---|
| Common Shares | 156,250 | N/A | May 21, 2025 | |
| DSUs | 788,005 | Fully vested upon grant | May 21, 2025 |
- Hedging/derivatives: Company Insider Trading Policy prohibits short sales and hedging/derivative transactions by directors and insiders (excluding equity awards granted under company plans) .
- Indebtedness: No indebtedness of directors and executive officers reported as of the proxy date, including 2024 .
- Section 16(a) compliance: No late filings for Edwards were noted in 2024; multiple other individuals had late Forms 3/4 due to administrative oversights .
Governance Assessment
- Board effectiveness: Strong attendance (100% across Board and committees in 2024), service on Audit and Corporate Governance & Compensation Committees, and independence determination support board effectiveness and investor confidence .
- Financial oversight: Audit Committee met six times in 2024; Edwards is financially literate under Canadian/U.S. standards; the Committee affirmed auditor independence and recommended inclusion of 2024 audited statements in the 10‑K .
- Conflicts/related‑party posture: Robust Related Party Transactions Policy with CGC Committee oversight; no transactions involving Edwards disclosed; no indebtedness reported .
- Alignment and risk controls: Prohibition on hedging/short sales enhances alignment; DSU awards fully vest on grant (note: awards lack performance conditions, which investors may monitor versus best‑practice trends) .
- Shareholder support signal: Edwards received 99.86% votes in favor in 2024, indicating strong shareholder backing .
RED FLAGS: None disclosed specific to Edwards (no related‑party transactions, no indebtedness, no late Section 16 filings). Monitoring points include fully vested DSUs without performance conditions for director equity and continued committee oversight of related‑party matters .