DIRTT Environmental Solutions Ltd. announced it has agreed with recommendations provided by Iron Compass, LLC to add John (Jack) Elliott and Ronald Kaplan to the board of directors of the Company, effective immediately.
“In January we renewed our commitment to engage with our shareholders to the betterment of the Company and all stakeholders. The addition of two great leaders, Jack Elliott and Ronald Kaplan, is evidence of what can happen when constructive collaboration with our shareholders takes place,” says Steve Parry, Lead Director. “Iron Compass put forward two truly talented and highly qualified nominees with impressive skill sets and track records that will enhance our board and contribute to DIRTT’s growth strategy.”
Given the expertise Mr. Elliott and Mr. Kaplan bring in leading and building successful companies, they will be participating in the recruitment of DIRTT’s new CEO. As such, both individuals will join existing directors Todd Lillibridge and Richard Haray on a newly-created CEO Search Committee with the mandate to recruit a talented external candidate with a track record of value creation to become the next CEO.
“We are pleased with the addition of Mr. Elliott and Mr. Kaplan in order to enhance the Board and executive search process,” said Matt Kupersmith, Partner, Iron Compass. “Like the Board, we believe that DIRTT is a special company with an ability to create significant long-term shareholder value. Mr. Elliott and Mr. Kaplan can be instrumental in helping the Company to execute on the opportunity.”
To immediately accommodate these appointments, long-serving director Lawrence D. Fairholm who joined the Board in 2005 has retired from the Board and Interim CEO Mr. Goldstein will step down as a Director. Mr. Fairholm has agreed to remain involved with the Company as a special advisor to the Company with respect to Partners.
Mr. Goldstein will continue to lead the Company, with full scope and authority as Interim CEO, and will work closely with the Board and participate in Board meetings as an observer. Gregory Burke who also joined the Board in 2005 will not be nominated to serve as a Director at the June 26, 2018 meeting consistent with the Board’s focus on renewal and on having truly independent directors.
“On behalf of the entire DIRTT family, we would like to thank Lawrence for his commitment and leadership to our company over the last 13 years. I would also like to personally express my appreciation to him for graciously agreeing to step off the board to make room for our new board members. He has demonstrated a selfless commitment to the betterment of the Company. It has been a pleasure to work alongside him and I know he has more to contribute to the Company as an advisor.” Parry added, “I would also like to express my appreciation to Michael for continuing to demonstrate leadership for our company by offering to step off the board to make room for our new board members.”
DIRTT and Iron Compass have entered into a customary settlement agreement and Iron Compass has withdrawn its previous meeting requisition. The parties have agreed to amend the Company’s majority voting policy and, subject to shareholder approval, advance notice provisions. The agreement is available on SEDAR at www.sedar.com.DIRTT’s annual and special meeting of shareholders will take place on June 26, 2018 with a record date of May 7, 2018.
New Director Biographies
John F. (Jack) Elliott, P.Eng.
Mr. Elliott served as President of Pure Technologies Ltd. since 2009 and CEO since 2014 until the company was acquired in February 2018. Since joining Pure in 1996 Mr. Elliott served in a number of key senior management positions and was instrumental in building the company into the world leader in technology-driven condition assessment, monitoring and analysis of water, wastewater and oil & gas pipelines. During Mr. Elliott’s tenure as President and later CEO, revenue and Adjusted EBITDA grew by more than 400% and 700%, respectively.
Prior to joining Pure Technologies, Mr. Elliott was General Manager of Structural Diagnostics Limited, Operations Manager and General Manager of CCD Western Limited, and Operations Manager for Cana Construction Limited. Mr. Elliott is a Past President of the American Concrete Institute (Alberta Chapter).
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