23 slides from Dirtt Environmental Solutions's proxy contest presentation, Apr 12, 2022
Slide 1: Investor Q&A: Setting the Record Straight on 22NW's Repeated Misrepresentations
Investor Q&A: Setting the Record Straight on 22NW’s Repeated Misrepresentations
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this presentation (this “presentation”) are “forward-looking statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of t
Slide 3: Non-GAAP financial measures
As a result, we also provide financial information that is not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. Management uses these non-GAAP financial measures in its review and evaluation of the financial performa
Slide 4: Question: Has 22NW provided details of its plan for DIRTT?
Question: 22NW started this costly and distracting proxy fight four months ago; have they provided any details of their plan for DIRTT?
Slide 5: No Articulated Plan from 22NW
No. 22NW has no articulated plan – only that they will eventually “come up with a plan”. To date: 22NW has failed to present DIRTT shareholders with a detailed business plan with any strategic initiatives; 22NW has not articulated a transition plan; and 22NW has not identified a new management team.
Slide 6: Question: What are the issues with 22NW's plan to have a plan?
Question: What are the issues with 22NW’s ‘plan to have a plan’?
Slide 7: 22NW's suggestions are already being executed by DIRTT
Among the few suggestions that 22NW says it will pursue, they are strategies already being executed by DIRTT: 22NW says it will “engage with potential revenue-generating partners.” On March 16, 2022, DIRTT established the Partner Advisory Council to enhance the connection between the Company and its
Slide 8: Improvements implemented by DIRTT's Board in two months
In the past two months – half the time 22NW has had to produce a plan – DIRTT’s Board has mobilized to implement the following improvements: Replaced the CEO with an Interim CEO, while actively searching for a suitable permanent CEO; Reduced our fixed operating expenses by 14%; Revised our pricing s
Slide 9: 22NW's Paints a Misleading Story
22NW misleads shareholders and attacks DIRTT using timeframes and performance metrics outside of the current Board’s tenure and prior to Todd Lillibridge becoming Board Chair in July 2021. 22NW’s Paints a Misleading Story 22NW’s FALSE CLAIMS: 22NW uses a five-year timeframe and claims this period fa
Slide 10: Question: How underqualified are the 22NW board nominees?
Question: How underqualified are the 22NW board nominees?
Slide 11: 22NW's nominees lack experience
22NW continues to ignore the shortcomings of its director nominees. Most of 22NW’s nominees are advisors or analysts, which is, in our opinion, not what DIRTT needs. None of 22NW’s nominees have prior experience as a named executive officer of a public company and four of seven have no prior public
Slide 12: 22NW's Underqualified Slate
22NW also claims they will “work to ensure that the Board is composed of at least 30% female directors” in 12 months’ time after initially proposing an all-male slate – a blank check statement which suggests further changes and instability. DIRTT is already a corporate governance leader, with a Boar
Slide 13: Todd Lillibridge is the Right Interim CEO
Todd Lillibridge is the Right Interim CEO to Provide Leadership During this Critical and Transitory Time Major shareholders that we have spoken to have expressed concerns that replacing a refreshed, operationally-experienced Board with seven underqualified and untested directors would seriously impa
Slide 14: Question: Has DIRTT tried to negotiate with 22NW?
Question: Has DIRTT tried to negotiate with 22NW, and if so, what has been 22NW’s response?
Slide 15: DIRTT's Board has made good-faith offers to meet with 22NW
DIRTT’s Board has continually made good-faith offers to meet with 22NW in order to discuss possible resolutions, while 22NW has refused those requests, and instead, chosen to negotiate through press releases. On April 4, 2022, based on feedback received as part of its commitment to shareholder engag
Slide 16: These are the facts: timeline of events
These are the facts: November 5 and 12, 2021: DIRTT’s Board informed Mr. English that his candidacy would be considered in February 2022 as part of its normal course of review and director selection process. Mr. English was not willing to participate in the Board’s regular process and demanded a sea
Slide 17: Correct Timeline of the Engagement
Correct Timeline of the Engagement: DIRTT has Repeatedly Tried to Engage with 22NW January 4, 2022: Counsel to the Board and the Special Committee again emails 22NW’s counsel and references the December 10th email asking for negotiations: “As noted below, the Special Committee is prepared to have di
Slide 18: Timeline continued: January 2022 events
January 12, 2022: Five days after receiving the January 7 offer from the Special Committee to meet to negotiate on a without prejudice basis, counsel to 22NW responded that they expected to be able to reply the next day. January 14, 2022: 22NW’s counsel sends to the Board and the Special Committee a
Slide 19: Question: Has DIRTT engaged with its shareholders?
Question: Has DIRTT engaged with its shareholders to get their input and feedback?
Slide 20: Yes, DIRTT values shareholder engagement
Since becoming Board Chair in July 2021, Todd Lillibridge has engaged with shareholders holding over 80% of the Company’s shares (including 22NW) and solicited their input and feedback on the future direction of DIRTT. Aside from 22NW’s attempts to impede DIRTT’s progress, shareholders have expresse
Slide 21: Question: Is the Board aligned with shareholders' interests?
Question: Is the Board aligned and committed to the best interest of DIRTT’s shareholders?
Slide 22: Refreshed Board is increasing its share ownership
In fact, DIRTT’s refreshed Board – with four new directors joining in the last 20 months and another standing for election for the first time – is further deepening its commitment to the Company by increasing their collective share ownership. The Board currently owns 635,000 shares and 361,000 DSUs
Slide 23: DIRTT
DIRTT