Richard Hunter
About Richard Hunter
Richard Hunter, 63, is President and Chief Operating Officer at DIRTT Environmental Solutions (DRTTF); he has served as COO since August 2022 and was promoted to President and COO in September 2024 . He holds an MBA from Purdue University, an MS in Manufacturing Management from Kettering University (GMI), and a BS in Mechanical Engineering from Michigan State University . For 2024, DIRTT reported $174.3 million in revenue (part of the VPP framework), and Hunter’s 2024 Variable Pay Plan (VPP) payout was 15% of target (company achieved 20% vs target; Hunter achieved 75% of personal/strategic objectives), illustrating partial pay-for-performance linkage . Governance safeguards include an Incentive Recoupment (clawback) policy and a prohibition on short-sales, hedging, or pledging of company securities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DIRTT Environmental Solutions | President & COO (promoted Sept 2024); COO since Aug 2022 | 2022–present | Drove operational efficiencies improving gross margins; optimized procurement and manufacturing delivery/quality per company statements |
| Forterra (building products) | President & COO | ND | Transformational operations/manufacturing background cited by DIRTT |
| General Motors | Various roles incl. Sales Manager, Plant Manager | 19 years | Large-scale automotive operations leadership |
| Danaher; Crane; Trinity Industries | General Manager; VP Operations; Chief Manufacturing Officer; President (various) | ND | Track record in efficiency, talent building, growth (cited by DIRTT) |
External Roles
- None disclosed in company filings for current public company boards or committee roles (beyond prior operating roles noted above) .
Fixed Compensation
| Year/Effective Date | Base Salary | Target Bonus % | Other Cash/Perqs |
|---|---|---|---|
| 2023 actual (for context) | $358,013 (salary paid; SCT) | VPP target 20% of base salary | — |
| 2024 (pre-amendment) | $350,000 annualized; increased to $375,000 effective Jul 1, 2024 | VPP target 20%; max 150% of base salary | Tax prep reimbursement increased to $15,000 in 2024 |
| 2025 (Amended & Restated Employment Agreement) | C$506,250 annual base salary | Initial target bonus 50–100% of base salary (under VPP) | Tax equalization guarantee (Jan 1, 2024–Dec 31, 2026); travel/expense reimbursement |
Performance Compensation
Annual Bonus (VPP) – Structure and 2024 Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Revenue | 50% | < $185m | $185m | > $235m | $174.3m | 0% (below threshold) |
| Adjusted Free Cash Flow as % of Revenue | 50% | < 8% | 8% | > 14% | 9% | 40% |
| Company VPP result | — | — | — | — | — | 20% |
| Hunter personal/team modifier | — | — | — | — | — | 75% achieved; 15% of target payout |
- 2024 VPP opportunity range: 0%–150% of base salary .
Long-Term Incentives (RSUs and PSUs)
| Grant/Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Time-based RSUs | Jun 7, 2023 | 350,000 | 1/3 on Jun 7, 2024; 1/3 on Jun 7, 2025; 1/3 on Jun 7, 2026 | Subject to continued employment |
| Time-based RSUs | Aug 14, 2024 | 1,500,000 | Cliff vest Aug 14, 2026 | Subject to continued employment |
| Time-based RSUs (installments) | Aug 14, 2024 | 375,000 | 1/3 each on Aug 14, 2025/2026/2027 | Subject to continued employment |
| Promotion RSUs (time-based) | Aug 14, 2024 | 1,000,000 | Cliff vest Aug 14, 2026 | Grant concurrent with promotion to President & COO |
| Performance Share Units (PSUs) | Jun 9, 2023 | 922,804 target | Performance period 2023–2026 | Vesting schedule: 100%/160%/190% of target if Revenue and EBITDA hit specified annual thresholds in any fiscal year 2023–2026; no vesting to date for 2023 or 2024 |
PSU performance thresholds (selected): 100% if Revenue ≥ $317.2m and EBITDA ≥ $52.3m in any year (2023–2026); 160% if Revenue ≥ $345.3m and EBITDA ≥ $65.6m; 190% if Revenue ≥ $375.3m and EBITDA ≥ $76.9m; no interpolation; none vested for 2023–2024 .
Equity Ownership & Alignment
| Component | As of | Amount | Market/Value Context |
|---|---|---|---|
| Unvested time-based RSUs | Dec 31, 2024 | 3,108,334 units | $2,180,151 using C$1.01 (US$0.70) per share, FX C$1.44/US$1 |
| Unvested PSUs (unearned) | Dec 31, 2024 | 922,804 units | $647,244 using C$1.01 (US$0.70) per share, FX C$1.44/US$1 |
| Options (exercisable/unexercisable) | Dec 31, 2024 | None disclosed for Hunter | — |
| Hedging/Pledging policy | Current | Short-sales, hedges, or pledges prohibited under Insider Trading Policies | Reduces alignment risk |
- Director/Executive clawback: Incentive Recoupment Policy in place (covers executives including NEOs) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Original Employment Agreement (Aug 12, 2022; applied through 2024) | Base salary $350,000 (increased to $375,000 effective Jul 1, 2024); VPP participation (target set by Board); LTIP eligibility; tax prep reimbursement up to $5,000 (increased to $15,000 starting 2024); four weeks’ vacation . |
| 2025 Amended & Restated Employment Agreement (effective Apr 15, 2025) | Base salary C$506,250; initial target bonus 50–100% of base salary; health/dental, ESPP, LTIP; tax equalization (Jan 1, 2024–Dec 31, 2026); expense reimbursement . |
| Severance (pre-2025) | If terminated without “Just Cause” or resigns for “Good Reason”: accrued pay/benefits; continued salary for “Severance Period” (12 months); COBRA during Severance Period; pro-rata bonus based on actual performance, subject to release and covenant compliance . Definitions: “Just Cause,” “Good Reason,” “Severance Period” (12 months) . |
| Severance (2025 A&R Agreement) | If terminated without Just Cause or for Good Reason: greater of 24 months’ base salary or ESC minimum; continued Canadian benefits during statutory notice; COBRA reimbursement up to 24 months; subject to release and compliance with non-compete, non-solicit, confidentiality, proprietary/moral rights provisions . |
| Change-of-Control (CoC) and Equity | Time-based RSUs vest in full upon a CoC; under 2025 A&R, RSUs also vest in full upon termination without Just Cause, for Good Reason, or death; April 23, 2025 RSU agreement amendment confirms full vesting on CoC or qualifying termination . |
| Restrictive Covenants | Non-competition, non-solicitation, confidentiality, proprietary/moral rights compliance required for severance benefits . |
Investment Implications
- Pay-for-performance: Annual bonus is 50%/50% weighted to Revenue and Adjusted Free Cash Flow; with 2024 Revenue below threshold but cash flow above threshold, company VPP funded at 20% and Hunter’s payout at 15% of target—indicating discipline on financial target achievement .
- Retention and overhang: Hunter has substantial unvested RSUs (notably 2.5 million cliff-vesting on Aug 14, 2026 from 2024 grants), which can be a strong retention lever but may create supply overhang as vesting approaches; monitor corporate decisions on settlement in cash vs shares (company discretion) .
- Change-in-control leverage: Single-trigger full acceleration on time-based RSUs at CoC and acceleration upon qualifying termination increases potential payout in strategic scenarios; this can align executives with transaction certainty but raises parachute optics for investors .
- Alignment controls: Clawback policy and strict prohibitions on hedging/pledging mitigate misalignment and downside protection concerns for shareholders .
- Performance equity: PSUs require ambitious annual Revenue/EBITDA thresholds (no vesting in 2023–2024), signaling higher bar for performance-based equity realization and limiting windfalls absent execution .
Key watch items for traders and PMs: approach to 2026 RSU cliff vest; any CoC chatter given acceleration terms; quarterly progress versus PSU revenue/EBITDA hurdles; and whether bonus plan metrics shift materially under the 2025 agreement.