Fareeha Khan
About Fareeha Khan
Fareeha Khan is Chief Financial Officer and Corporate Secretary of DIRTT Environmental Solutions, age 45, appointed CFO in August 2023 after joining DIRTT in 2019 and progressing through Director, Internal Controls (2019–2022) and Financial Controller/VP Finance (2023) . She holds a Bachelor of Accounting Science (University of South Africa) and is a member of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Zimbabwe; her earlier career included considerable tenure at PwC in Canada and Pakistan and she began at Deloitte in Zimbabwe . Under her tenure, Q3 2025 revenue was $37.7 million with gross margin of 30.4%; the company returned to positive Adjusted EBITDA and guided Q4 2025 revenue of $48–$52 million and Adjusted EBITDA of $5–$7 million, while liquidity stood at $32.3 million and the pipeline reached $333 million, reflecting execution on tariff mitigation and transformation initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DIRTT Environmental Solutions | Director, Internal Controls | 2019–2022 | Led business process and controls across significant business cycles; risk assessment; annual insurance renewal; supported internal/external reporting; product, profitability and margins projects |
| DIRTT Environmental Solutions | Financial Controller & VP Finance | 2023 | Oversaw financial reporting and various internal projects linked to profitability and margins |
| DIRTT Environmental Solutions | Chief Financial Officer & Corporate Secretary | Aug 2023–present | Drove cash/liquidity improvements, tariff mitigation, financing plans (BDC term sheet), and provided Q4 guidance following return to positive Adjusted EBITDA |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (Canada & Pakistan) | Various finance roles (tenure not detailed) | Not disclosed | Global finance experience; foundation for controls and reporting leadership |
| Deloitte LLP (Zimbabwe) | Started career (role not detailed) | Not disclosed | Early professional training and audit/finance grounding |
Fixed Compensation
| Year | Salary (USD) | Bonus (USD) | Notes |
|---|---|---|---|
| 2023 | $179,371 | $11,362 (retention bonus) | Converted at C$1.3202=US$1.00 per proxy methodology |
| 2024 | $227,133 | $24,639 (retention bonus) | Annualized base salary increased to $300,000 effective July 1, 2024 (employment agreement amendment) |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Basis | Payout Result |
|---|---|---|---|---|---|---|
| 2024 Variable Pay Plan (VPP) | Revenue | 50% | $185 million | $174.3 million | Below threshold, 0% payout for this metric | 0% of metric |
| 2024 Variable Pay Plan (VPP) | Adjusted Free Cashflow as % of Revenue | 50% | 8% | 9% | 40% payout for this metric | 40% of metric |
| 2024 Variable Pay Plan (VPP) | Company weighted payout | — | — | — | Average of the two metrics | 20% company payout |
| 2024 Variable Pay Plan (VPP) | Individual factor (Khan) | — | — | — | Board assessed at 75% for Khan | VPP payout equal to 15% of base salary (75% x 20%) |
| Non-Equity Incentive Paid (USD) | 2024 | — | — | — | Reported amount in proxy | $53,466 |
| Year | Stock Awards (USD) | Award Types | Vesting Notes |
|---|---|---|---|
| 2023 | $83,315 | RSUs | See RSU grant details below |
| 2024 | $677,083 | RSUs (time-based) | Two 2024 RSU grants: 1,000,000 cliff vest in 2 years and 300,000 installment over 3 years |
RSU Grants and Vesting Schedule (Khan)
| Grant Date | Shares Granted | Vesting Schedule | Upcoming Vest Dates |
|---|---|---|---|
| Mar 1, 2022 | 3,596 | 50% on Mar 1, 2024; 50% on Mar 1, 2025 | Completed by Mar 1, 2025 |
| Jun 7, 2023 | 75,000 | 1/3 vested Jun 7, 2024; remaining vest ratably Jun 7, 2025 and Jun 7, 2026 | 25,000 vest Jun 7, 2025; 25,000 vest Jun 7, 2026 |
| Aug 14, 2024 | 1,000,000 | Cliff vest in full on Aug 14, 2026 | 1,000,000 vest Aug 14, 2026 |
| Aug 14, 2024 | 300,000 | Vest in substantially equal installments on Aug 14, 2025, Aug 14, 2026, Aug 14, 2027 | ~100,000 vest Aug 14, 2025; ~100,000 vest Aug 14, 2026; ~100,000 vest Aug 14, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (May 21, 2025) | 204,025 common shares; “less than 1%” of outstanding (189,362,928 shares) |
| Breakdown (Footnote) | 179,025 common shares + 25,000 RSUs vesting within 60 days |
| Unvested RSUs at FY2024 | 1,351,798 RSUs unvested (market value $948,136 using TSX closing price C$1.01 on Dec 31, 2024 at US$0.70 FX per H.10) |
| Options | No options outstanding under legacy plan; Company’s LTIP authorizes options but none reported for NEOs; Khan awards are RSUs |
| Hedging/Pledging | Company policy prohibits short-sales, hedges or pledges of Company securities |
| Ownership Guidelines | Not disclosed for executives in retrieved sections (director DSUs discussed elsewhere); no executive guideline detail available in cited excerpts |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Amended in 2025; base increased to $300,000 effective July 1, 2024 |
| Severance (without Just Cause / Good Reason resignation) | 12-month “Severance Period” of salary continuation; continued eligibility for health and welfare benefits during Severance Period; payment of accrued salary/vacation and reimbursable expenses; contingent on signing release and covenant compliance; payment of $50,000 one-time cash bonus if unpaid |
| Change of Control | Full acceleration of all RSUs upon change of control (as defined in LTIP/award agreement) per 2025 amendment |
| Clawback | Incentive Recoupment Policy allows recovery of cash/equity incentive compensation upon certain restatements due to fraud/intentional misconduct |
| Restrictive Covenants | Continued vesting subject to post-employment restrictive covenants; pro rata vesting on death/disability/termination without cause/Good Reason; forfeiture otherwise; Retirement allows continued vesting subject to covenants |
| Definitions | “Just Cause,” “Good Reason,” and “Severance Period” detailed: Good Reason includes material diminution in salary/authority or relocation >50 km; Severance Period is 12 months |
Performance & Track Record
| Period | Key Performance and CFO Commentary |
|---|---|
| Q2 2025 | Revenue declined 6% sequentially; tariffs decreased Adjusted Gross Profit Margin by 512 bps; liquidity $31.1 million; expectation to return to positive Adjusted EBITDA by Q4; pipeline crossed $300 million; CFO to host earnings call |
| Q3 2025 | Revenue $37.7 million; gross margin 30.4% (Adjusted Gross Profit Margin 33.1%); pipeline grew to $333 million; company returned to positive Adjusted EBITDA; CFO noted liquidity of $32.3 million and expected Q4 revenue $48–$52 million and Adjusted EBITDA $5–$7 million; pursuing BDC financing up to C$15 million to settle debentures; extended RBC facility |
Compensation Structure Analysis
- 2024 pay mix shifted significantly toward equity via large time-based RSU grants ($677,083 in stock awards vs $83,315 in 2023), while non-equity incentives declined ($53,466 vs $100,896), indicating increased long-term equity alignment but lower near-term variable cash due to revenue shortfall .
- Short-term incentive design tied to two financial metrics (Revenue and Adjusted Free Cashflow % of Revenue) at equal 50% weightings; company achieved a 20% payout and Khan’s individual factor brought payout to 15% of base salary, reinforcing pay-for-performance with discretion limited to 50–100% of company achievement for NEOs .
- Equity awards are time-based RSUs, not options; no Khan PSUs disclosed for 2024, reducing “at-risk” performance-contingent equity relative to peers who use PSUs, though 2023 PSU program existed for other NEOs and did not vest due to targets not achieved .
- Clawback and anti-hedging/pledging policies mitigate misalignment risk and discourage short-termism .
Say-on-Pay, Peer Group, and Governance Notes
- Compensation consultant Hugessen engaged by the Corporate Governance and Compensation Committee in 2024 to review executive/director pay against an approved peer group; specific peer names and say-on-pay outcomes not in retrieved excerpts .
- No legal proceedings involving executive officers disclosed; Audit Committee independence and reporting noted .
Investment Implications
- Near-term vesting cadence suggests potential selling pressure windows: 25,000 RSUs on Jun 7, 2025 and ~100,000 RSUs on Aug 14, 2025; larger cliff of 1,000,000 RSUs on Aug 14, 2026—monitor Form 4 activity and blackout windows around these dates .
- Change-of-control RSU acceleration increases potential exit economics; coupled with a 12-month severance and benefits, retention risk is moderate, but overall alignment is supported by significant unvested equity and clawback policy .
- Khan’s beneficial ownership is small relative to outstanding shares (under 1%), but substantial unvested RSUs create meaningful “skin in the game” tied to continued service; no pledging permitted under company policy, reducing alignment red flags .
- Execution risk remains around tariffs and industry cycle; however, Q3 2025 positive Adjusted EBITDA, pipeline growth to $333 million, and liquidity actions (RBC facility extension, BDC financing plan) indicate disciplined financial stewardship—track Q4 delivery vs guidance as a confidence signal for incentive outcomes .