DIRTT ENVIRONMENTAL SOLUTIONS LTD
For the period ended Mar 24, 2026. Filed Mar 26, 2026.
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Mar 24, 2026 · Filed Mar 26, 2026
Contents
Variable Pay Plan
We provide short-term cash incentives to our NEOs through the VPP. The 2025 VPP was constructed so that an NEO’s variable pay is tied to company-wide performance, placing the emphasis on company-wide results and team work. The annual variable pay potential for each NEO represents a meaningful amount of additional compensation to act as a strong incentive to achieve our financial goals, while being fiscally prudent. For 2025, opportunities under the VPP ranged from 0% to 100% of base salary actually paid during the calendar year.
| Name | 2025 Threshold (% of Base Salary) | 2025 Target (% of Base Salary) | 2025 Maximum (% of Base Salary) |
|---|---|---|---|
| Benjamin Urban | 0% | 25% | 100% |
| Fareeha Khan | 0% | 25% | 100% |
| Richard Hunter | 0% | 25% | 100% |
The Board-approved metrics under the 2025 VPP were based on financial targets but also take into account individual and team performance. For eligible NEOs, the applicable financial measures were Revenue, and Adjusted EBITDA as presented in our Annual Report on Form 10-K for the year ended December 31, 2025. As used herein, “Revenue” means the Company’s total revenue from all sources determined in accordance with GAAP, as reported in the Company’s publicly filed financial statements for the 2025 fiscal year.
Under the terms of the VPP, for participants to earn threshold, target, or maximum amounts under the financial targets, the following performance levels for Company Revenue and Adjusted EBITDA had to be achieved:
| Threshold | Target | Maximum | |
| Revenue | < $201.5 million | $201.5 million | > $209 million |
|---|---|---|---|
| Adjusted EBITDA | < $21.5 million | $21.5million | > $25.0 million |
If the actual results fell between the threshold and target performance goals or between the target and maximum performance goals,
then the Corporate Governance and Compensation Committee may use judgment to determine the amount of the bonuses earned by participants under the VPP. Each metric has a 50% weighting. If one metric was met 25% payout would be achieved.
For 2025, we reported revenue of $168.9 million (2024 – $174.3 million) and Adjusted EBITDA of $7.4 million (2024 – $15.4 million) in our Annual Report on Form 10-K for the year ended December 31, 2025. Adjusted EBITDA is a non-GAAP financial measure that is not standardized under GAAP and may not be comparable to similar financial measures disclosed by other issuers. The most directly comparable financial measure to Adjusted EBITDA disclosed in the Company’s primary financial statements is net income (loss) after tax. In 2025, the Company report net loss after tax of $14.4 million. For a reconciliation of Adjusted EBITDA to net income (loss) after tax see “Non-GAAP Financial Measures” in the Annual Report on Form 10-K for the year ended December 31, 2025, which section is incorporated by reference herein and is available on SEDAR+ atwww.sedarplus.ca. The actual results were below Threshold and hence there was no payout under the VPP program for 2025.
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