Scott Robinson
About Scott Robinson
Scott Robinson, age 55, is an independent director and serves as Chair of the Board at DIRTT Environmental Solutions (DRTTF); he joined the Board in April 2022 and resides in New York, NY. He is SVP, Corporate Development at Plymouth Industrial REIT (since June 2023) and a Professor at NYU (since 2008), previously Managing Director and Co‑Head of Investment Banking at Oberon Securities (2013–2023), interim CEO and director at FullStack Modular, and held roles at Macquarie and Citigroup; prior public board service includes Monmouth Real Estate Investment Corp. He holds an MS in Real Estate Finance and Investment (NYU) and a BS in Biomedical Sciences and Economics (UC Riverside) . As independent Chair, Robinson presides over executive sessions and acts as liaison to management on behalf of independent directors ; his chair role was publicly referenced in July 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oberon Securities LLC | Managing Director & Co‑Head, Investment Banking | Apr 2013–Jun 2023 | Led IB activities; executive leadership |
| FullStack Modular LLC | Interim CEO; Director | Prior to 2013 (dates not disclosed) | Offsite modular construction leadership |
| Macquarie Group Ltd. | Various roles | Prior roles, dates not disclosed | Capital markets experience |
| Citigroup Inc. | Various roles | Prior roles, dates not disclosed | Finance/markets exposure |
| Monmouth Real Estate Investment Corp. (NYSE: MNR) | Director | Prior role (dates not disclosed) | Industrial REIT governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Plymouth Industrial REIT (NYSE: PLYM) | SVP, Corporate Development | Since Jun 2023 | Corporate development leadership |
| New York University | Professor | Since 2008 | Real estate/finance academia |
| Market Stadium Inc. | Advisory Board Member | Current (date not disclosed) | Commercial real estate advisory |
Board Governance
- Independent director; independent Chair since June 30, 2024 after Ken Sanders retired, and presides over executive sessions .
- Committee history: Audit (member; previously Chair until Nov 26, 2024), Enterprise Risk Management (member); current Audit Committee chaired by Holly Hess Groos .
- Executive sessions occur at each Board meeting; Board encourages AGM attendance (seven attended in 2024) .
- Majority Voting Policy in effect; director must tender resignation if “WITHHOLD” ≥ “FOR” .
| Governance Item | Detail |
|---|---|
| Independence status | Independent; serves as independent Board Chair |
| 2024 Attendance | Board 10/10; Audit 6/6; ERM 4/4; Total 20/20 |
| Audit Chair transition | Stepped down as Audit Chair effective Nov 26, 2024; Groos appointed Audit Chair |
| Executive sessions | Conducted at each Board meeting; non‑management present excludes executives |
2025 Shareholder Support (AGM)
| Director Nominee (2025 AGM) | Votes For (Number) | Votes For (%) | Votes Withheld (Number) | Votes Withheld (%) | Broker Non‑Votes |
|---|---|---|---|---|---|
| Scott Robinson | 150,746,653 | 99.89% | 163,483 | 0.11% | 12,846,277 |
Fixed Compensation
Directors are paid via annual retainers (cash and/or DSUs). Special cash payments of $10,000 were approved for Q3 2024 and $10,000 for Q4 2024 for all non‑employee directors; the Board increased fees effective Jan 1, 2025 .
| Compensation Element | 2024 | Effective Jan 1, 2025 |
|---|---|---|
| Board Chair annual retainer | $150,000 | $180,000 |
| Director annual retainer (member) | $100,000 | $140,000 |
| Audit Committee chair additional | $15,000 | $15,000 |
| Audit Committee member additional | $7,500 | $7,500 |
| Corporate Governance & Compensation chair additional | $10,000 | $10,000 |
| Corporate Governance & Compensation member additional | $5,000 | $5,000 |
| Enterprise Risk Management chair additional | $10,000 | $10,000 |
| Enterprise Risk Management member additional | $5,000 | $5,000 |
| Special cash payments (non‑deferrable) | $10,000 (Q3) + $10,000 (Q4) | — (not disclosed) |
| Scott Robinson – Director Compensation | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $20,000 | $158,592 (DSUs fair value) | $178,592 |
Additional policies: Directors may be compensated for special committee work ($1,000 per meeting); no fees for attending regular Board or standing committees; out‑of‑pocket expenses reimbursed; indemnification agreements are in place for each director .
Performance Compensation
Directors do not receive performance‑based pay; equity is delivered as fully‑vested DSUs in lieu of retainers/fees, with settlement at departure.
| DSU Feature | Terms |
|---|---|
| Vesting | Fully vested upon grant |
| Settlement | Cash equal to FMV on redemption date, or Company may deliver Shares/cash combo; DSUs settled within 10 days of redemption date |
| U.S. directors redemption timing | 30th day from “Separation from Service” |
| Dividend‑equivalent rights | Accrue as additional DSUs; subject to same vesting/terms |
| 2025 Board fee mix | Board determined fees paid 50% cash and 50% DSUs; five directors took cash portion in cash; two elected DSUs for cash portion |
Other Directorships & Interlocks
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | Current | None listed |
| Monmouth Real Estate Investment Corp. (NYSE: MNR) | Director | Prior | Industrial REIT governance experience |
Support agreements: 22NW Group holds a nomination right and had a Board nominee (Aron English) through the Support Agreement; English remains a director nominee; this is disclosed in governance context (not an interlock for Robinson) .
Expertise & Qualifications
- Real estate finance and capital markets expertise; executive leadership and prior board experience .
- Advanced education: MS (NYU), BS (UC Riverside) .
- Independent Chair responsibilities include presiding over executive sessions, agenda setting, and liaison duties with management .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Common Shares (May 21, 2025) | 283,269 | Individual ownership disclosed |
| Ownership as % of shares outstanding | ~0.15% (283,269 ÷ 189,362,928) | Shares outstanding 189,362,928 (Record Date) |
| DSUs held | 926,686 | Fully vested DSUs |
| Pledged shares | None disclosed; pledging prohibited by policy | |
| Hedging/derivatives | Prohibited for directors/officers/employees | |
| Ownership guidelines | Directors expected to comply with equity ownership guidelines; specifics not disclosed |
DSU settlement mechanics and tax withholding are defined under LTIP/DSU plan terms .
Say‑on‑Pay & Shareholder Feedback (2025 AGM)
| Proposal | Votes For | Votes For (%) | Votes Against | Votes Against (%) | Broker Non‑Votes |
|---|---|---|---|---|---|
| Say‑on‑Pay (advisory) | 144,310,602 | 95.63% | 6,577,496 | 4.36% | 12,846,277 |
| Say‑on‑Frequency – Every Year | 149,670,285 | 99.18% | — | — | 12,846,277 |
| Say‑on‑Frequency – Every Two Years | 29,638 | 0.02% | — | — | 12,846,277 |
| Say‑on‑Frequency – Every Three Years | 124,809 | 0.08% | — | — | 12,846,277 |
| Say‑on‑Frequency – Abstentions | 1,085,404 | 0.72% | — | — | 12,846,277 |
Conflicts, Related‑Party Exposure, and Red Flags
- Related Party Transactions Policy: CG&C Committee reviews transactions >$120,000 involving related persons; emphasis on third‑party comparable terms .
- No additional material interests or indebtedness of directors disclosed beyond items in “Certain Relationships and Related‑Party Transactions” .
- Hedging/short‑sales/pledging prohibited; Clawback Policy adopted in 2020, and LTIP subjects Awards to clawback .
- Legal proceedings/sanctions/bankruptcy: none applicable to proposed directors over last 10 years as disclosed .
Compensation Committee Analysis
- CG&C Committee members: Aron English (Chair), Douglas Edwards, and Shaun Noll; each is a “non‑employee director” under Rule 16b‑3 .
- Use of independent compensation consultant: Hugessen Consulting engaged in 2024 to review executive officer and director compensation and peer benchmarking; changes implemented thereafter .
- CG&C responsibilities include Board composition, nominations, related‑party oversight, diversity policy implementation, and compensation oversight .
Governance Assessment
- Strengths: Independent Chair with perfect attendance in 2024; robust executive session practice; clear majority support in 2025 director vote and Say‑on‑Pay; strict hedging/pledging prohibitions .
- Alignment: Significant DSU holdings (926,686) and common shares (283,269); DSUs fully vested and settle at departure, reinforcing long‑term alignment; ownership guidelines in place .
- Pay structure: 2025 shift to higher retainers and 50/50 cash/DSU mix enhances transparency and alignment; special 2024 cash payments disclosed and non‑deferrable .
- Watch items: Ongoing large shareholder nomination rights (22NW) require continued vigilance by independent Chair to manage potential influence; policy framework (Related Party Transactions, Majority Voting) mitigates risk .
Note: Committee compositions reflect 2024 attendance and 2025 committee rosters disclosed in the 2025 Proxy Statement; Robinson resigned Audit Chair role in Nov 2024 and serves as independent Board Chair .