Scott Ryan
About Scott Ryan
Scott Ryan, age 54, is an independent director of DIRTT Environmental Solutions Ltd. (DRTTF) based in Phoenix, Arizona; he joined the DIRTT Board in April 2022. He is Founding Partner and Managing Member of FR Law Group, PLLC (est. 2017), previously served as Senior Vice President and General Counsel of Tutor Perini Corporation’s Building Group (NYSE: TPC), and has served as an Arbitrator on the American Arbitration Association Construction Panel. Ryan holds a J.D. from DePaul University College of Law and both a B.S. and M.S. in Construction Management from Arizona State University; the Board cites his legal, construction, and real estate experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tutor Perini Corporation, Building Group (NYSE: TPC) | Senior Vice President & General Counsel | Not disclosed | Legal leadership for large-scale commercial construction |
| PCR Insurance Company | Director | 2008–2012 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FR Law Group, PLLC | Founding Partner & Managing Member | 2017–present | Boutique litigation and commercial transactions firm (Arizona) |
| American Arbitration Association (Construction Panel) | Arbitrator | Not disclosed | Alternative dispute resolution in construction matters |
Board Governance
- Committee assignments: Audit Committee member; Enterprise Risk Management (ERM) Committee Chair .
- Independence: Board lists Ryan as “Independent” .
- Attendance: 2024 Board 10/10, Audit 6/6, ERM 4/4; total 20/20 (100%) .
- Executive sessions: Board and committees generally hold in-camera sessions at each meeting without management present; the Board held no meetings without non-independent directors present since the beginning of 2024 .
| Item | Detail |
|---|---|
| Audit Committee composition | Holly Hess Groos (Chair), Douglas Edwards, Scott Ryan; all financially literate; Groos designated “audit committee financial expert” |
| ERM Committee composition | Scott Ryan (Chair), Shaun Noll, Scott Robinson, Shalima Pannikode; meets ≥2 times annually; 4 meetings in 2024 |
2025 Director Election Result (Scott Ryan)
| Votes For (Number) | Votes For (%) | Votes Withheld (Number) | Votes Withheld (%) | Broker Non-Votes (Number) |
|---|---|---|---|---|
| 150,584,263 | 99.78% | 325,873 | 0.22% | 12,846,277 |
Fixed Compensation
| Board/Committee (2024) | Member Fee ($) | Chair Fee ($) |
|---|---|---|
| Board Annual Retainer | 100,000 | 150,000 |
| Audit Committee Additional Retainer | 7,500 | 15,000 |
| Corporate Governance & Compensation Committee Additional Retainer | 5,000 | 10,000 |
| Enterprise Risk Management Committee Additional Retainer | 5,000 | 10,000 |
| Special Committees (per meeting) | 1,000 | 1,000 |
- Special cash payments: One-time $10,000 to each non-employee director for Q3 2024 and $10,000 for Q4 2024; not eligible to be deferred into equity .
- 2025 fee increases: Board Chair annual fee to $180,000 and each director annual fee to $140,000, effective January 1, 2025 .
2024 Director Compensation (Ryan)
| Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 20,000 | 141,739 | — | 161,739 |
Performance Compensation
- DSUs for directors: Directors may receive DSUs in lieu of retainers; DSUs granted in lieu of retainers or fees are fully vested at grant; DSUs accrue dividend equivalents and settle within ten days of the redemption date, in cash or, at the Company’s discretion, in Common Shares (or a combination) .
- Clawback: Awards under the A&R LTIP are subject to potential reduction, cancellation, or forfeiture under the Company’s clawback policy .
- Repricing prohibition: No option/SAR repricing or replacement outside of restructuring/recapitalization context .
| Performance Metric | Director Application | Notes |
|---|---|---|
| Revenue/EBITDA/TSR targets | Not disclosed for director compensation | DSUs granted to directors in lieu of retainers are fully vested at grant; no performance criteria stated for director DSUs |
| ESG goals | Not disclosed for director compensation | ERM Committee oversees ESG; not tied to director pay |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | PCR Insurance Company, Director (2008–2012) |
| Interlocks/Conflicts | Not disclosed; Corporate Governance & Compensation Committee oversees related-party/conflicts |
Expertise & Qualifications
- Legal and construction expertise; real estate experience cited by the Board .
- Education: J.D. (DePaul University), B.S. & M.S. in Construction Management (Arizona State University) .
- Financial literacy: Board determined Audit Committee members, including Ryan, are financially literate under Canadian and U.S. securities laws .
Equity Ownership
| As of Date | Common Shares | DSUs | Total Share Equivalents | % of Shares Outstanding |
|---|---|---|---|---|
| May 21, 2025 | 234,375 | 886,895 | 1,121,270 | ~0.59% (calculated from 189,362,928 shares outstanding) |
- Notes: DSUs are not outstanding shares and may be settled in cash or shares at Company discretion; they are fully vested when granted in lieu of retainers .
- Director stock ownership guidelines: Policy exists requiring directors to have a financial stake; specific multiples and compliance status not disclosed .
Governance Assessment
- Strengths: Independent director with 100% attendance across Board, Audit, and ERM in 2024 ; ERM Committee Chair overseeing enterprise risk and cybersecurity reporting cadence; financially literate; high shareholder support in 2025 director election (99.78% votes for) .
- Alignment: Significant DSU balance alongside common shares; DSUs fully vested and accrue dividend equivalents, providing equity-linked exposure to DIRTT’s share price .
- Compensation mix signals: Board increased fixed cash fees for 2025 and determined fees effective January 1, 2025 would be paid 50% in cash and 50% in DSUs, with directors electing cash or DSUs for the cash portion (five in cash, two in DSUs); mix shift reduces automatic equity issuance from prior default and should be monitored for alignment impacts .
- Process/controls: A&R LTIP includes clawback applicability and prohibits repricing, supporting governance discipline; Audit Committee and ERM structures are documented with charters and delegated authority .
- Conflicts/related party: No Ryan-specific related-party transactions are disclosed in the provided documents; the Corporate Governance & Compensation Committee oversees such matters .
- RED FLAGS: None identified in filings provided; no disclosures of hedging/pledging, tax gross-ups, or option repricing involving directors; continue monitoring for any related-party transactions or shifts toward guaranteed cash compensation .
Shareholder engagement: 2025 AGM agenda included say-on-pay and adoption of A&R LTIP and A&R ESPP; all matters reported as approved, reinforcing investor confidence in compensation approach (specific say-on-pay percentages not disclosed) .