Holly Hess Groos
About Holly Hess Groos
Independent director appointed November 26, 2024; age 62; Audit Committee Chair. She is a CPA and designated “audit committee financial expert,” with 30 years at Verizon including CFO roles for major business units, Head of Internal Audit, SVP Business Excellence/Operational Excellence, and Treasurer; post-Verizon advisory roles include AlixPartners (Senior Advisor) and Bain (External Advisor) . Education: Bachelor’s in Accounting (proxy: University of Miami; press release: Miami University); Lean Six Sigma Blackbelt; member of AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon | CFO of major business units | 30 years (aggregate at Verizon) | Led finance across divisions; operational transformation; internal controls |
| Verizon | Head of Internal Audit | — | Audit leadership; controls and compliance |
| Verizon | SVP Business Excellence / Operational Excellence | — | Operational transformation and performance improvement |
| Verizon | Treasurer | — | Capital markets, liquidity management |
| Vodafone Italy | Senior board member | — | International governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AlixPartners (Performance Improvement; Telecommunications/Media) | Senior Advisor | Since Dec 2023 | Advisory role in transformation and performance improvement |
| Bain & Company (Performance Improvement; Telecommunications/Media) | External Advisor | Apr 2020–Dec 2023 | Advisory role supporting performance programs |
| Digital Turbine, Inc. (NASDAQ: APPS) | Director; Audit Committee Chair | Current | Public company board; audit leadership |
| Guiding Eyes for the Blind | Vice Chair | Current | Non‑profit governance |
| Shy Wolf Sanctuary | Board Member | Current | Non‑profit governance |
| Council for Economic Education | Board Member; Treasurer | Prior | Non‑profit finance leadership |
Board Governance
- Independence: Board determined she meets Canadian/TSX independence; SEC “audit committee financial expert” .
- Audit Committee composition (2024/2025): Holly Hess Groos (Chair), Douglas Edwards, Scott Ryan; all independent and financially literate .
- Executive sessions: Board and committees hold in‑camera sessions at each meeting; no meetings without independent directors present since start of 2024 .
- Meetings/attendance (FY2024): Audit Committee met 6 times; Holly appointed Nov 26, 2024, so attendance not applicable for 2024 (“-/-”) .
| Committee | Role | Members | Independence Status | FY2024 Meetings | Holly’s FY2024 Attendance |
|---|---|---|---|---|---|
| Audit Committee | Chair | Groos (Chair), Edwards, Ryan | All independent; Groos is SEC “financial expert” | 6 | -/- (appointed 11/26/2024) |
| Corporate Governance & Compensation | Member | English (Chair), Edwards, Noll | Non‑employee directors per Rule 16b‑3 | 4 | Not a member |
| Enterprise Risk Management | Member | — | — | — | Not a member |
Fixed Compensation
- 2024 Board fee structure (non‑employee directors): Annual retainer $100,000 (member), $150,000 (Chair); Audit Committee additional $7,500 (member), $15,000 (Chair); Corporate Governance & Compensation and ERM committees additional $5,000 (member), $10,000 (Chair); Special committee per‑meeting $1,000 .
- 2024 special cash payments: Additional $10,000 in Q3 and $10,000 in Q4 to each non‑employee director (not eligible to be deferred or paid in equity) .
- 2025 increases: Board Chair annual fee increased to $180,000; each director’s annual fee increased to $140,000 effective Jan 1, 2025 .
| Board / Committee | Member Compensation | Chair Compensation |
|---|---|---|
| Board (2024) | $100,000 annual retainer | $150,000 annual retainer |
| Audit Committee (2024) | +$7,500 annual retainer | +$15,000 annual retainer |
| Corporate Governance & Compensation (2024) | +$5,000 annual retainer | +$10,000 annual retainer |
| Enterprise Risk Management (2024) | +$5,000 annual retainer | +$10,000 annual retainer |
| Special Committees (2024) | $1,000 per meeting | $1,000 per meeting |
| FY2025 Changes | Director: $140,000 | Board Chair: $180,000 |
| 2024 Compensation (Holly Hess Groos) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $2,893 (pro‑rated; includes special cash payments) |
| Stock Awards (DSUs grant-date fair value) | $10,533 |
| Total | $13,426 |
Performance Compensation
- Directors compensated primarily in DSUs, fully vested upon grant; no performance‑based metrics (no PSUs/TSR/EBITDA targets for directors disclosed) .
- DSU mechanics: Directors may be credited quarterly for 100% of annual retainer in DSUs unless the Board changes the mix; DSUs settle in cash or shares upon separation; dividend equivalents accrue as additional DSUs; U.S. tax timing rules apply (Section 409A) .
| Performance Metric | Applies to Director Awards? | Notes |
|---|---|---|
| TSR Percentile | No | Not disclosed for directors; DSUs fully vested at grant |
| Revenue Growth | No | Not disclosed for directors |
| EBITDA Margin | No | Not disclosed for directors |
| ESG Goals | No | Not disclosed for directors |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| Digital Turbine, Inc. (APPS) | Director | Audit Committee Chair | No DIRTT‑related transaction disclosures; no Item 404(a) related parties with DIRTT |
| Guiding Eyes for the Blind | Vice Chair | — | Not applicable (non‑profit) |
| Shy Wolf Sanctuary | Director | — | Not applicable (non‑profit) |
| Council for Economic Education | Prior Board Member; Treasurer | — | Not applicable (non‑profit) |
The Company disclosed no related party transactions with Ms. Groos requiring Item 404(a) disclosure .
Expertise & Qualifications
- CPA; SEC “audit committee financial expert” .
- Lean Six Sigma Blackbelt; AICPA member .
- 30 years at Verizon in senior finance/operations roles (CFO, Internal Audit, Operational Excellence, Treasurer) .
- Education: Bachelor’s in Accounting (proxy—University of Miami; press release—Miami University) .
Equity Ownership
- Beneficial ownership (proxy): Nil Common Shares held of record; DSUs 45,203 (fully vested) .
- DSU holdings dates: 45,203 DSUs as of April 24, 2025; 45,203 DSUs as of May 21, 2025 .
- Director Share Ownership Guidelines: Must hold Common Shares/eligible units equal to 3× annual base retainer within five years of appointment; DSUs count toward compliance .
| Date | Common Shares | DSUs |
|---|---|---|
| Apr 24, 2025 | 0 | 45,203 |
| May 21, 2025 | 0 | 45,203 |
| Ownership Guidelines | Requirement | Status |
|---|---|---|
| Director Stock Ownership | 3× annual base retainer within 5 years; DSUs count | Appointed Nov 26, 2024; within transition period |
Director Compensation Mix (2024, Holly Hess Groos)
- Approximate mix: 78% stock (DSUs) vs 22% cash based on $10,533 stock awards and $2,893 cash fees .
| Component | Amount (USD) | Mix |
|---|---|---|
| Cash | $2,893 | ~22% |
| Stock (DSUs) | $10,533 | ~78% |
| Total | $13,426 | 100% |
Insider Filings & Trades
| Filing Type | Filed Date | Notes |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jan 3, 2025 | Signature date shows 11/26/2024; indicates appointment and initial reporting status |
Governance Assessment
- Strengths: Independent director with deep finance/operations background; designated audit committee financial expert; chairs Audit Committee alongside two independent, financially literate members—supports rigorous financial oversight and controls . Executive sessions held regularly; Audit Committee met six times in 2024—signals active oversight cadence .
- Alignment: Director compensation largely delivered in DSUs, fully vested, with dividend equivalents; DSUs count toward 3× retainer ownership guidelines—aligns with shareholder outcomes over time .
- Workload and incentives: 2024 special cash payments ($10,000 in Q3 and Q4) for all non‑employee directors reflect increased board demands; 2025 retainer increases suggest an elevated governance workload, not pay inflation specific to Holly .
- Independence/Conflicts: Board affirmed independence; no Item 404(a) related party transactions with Ms. Groos; no pledging or hedging disclosures involving her; indemnification agreement standard .
- Watch items: New to DIRTT as of late 2024 with no 2024 attendance record due to timing; dual public‑company audit leadership (DIRTT and Digital Turbine) warrants monitoring for time commitments, though no overboarding policy concerns are disclosed by DIRTT . Education institution naming differs across filings (University of Miami vs Miami University)—immaterial but noted for accuracy .
RED FLAGS
- None disclosed for related‑party transactions, option repricing, pledging/hedging, or director‑specific tax gross‑ups .