Shalima (Shally) Pannikode was appointed to the Board of Directors of DIRTT Environmental Solutions Ltd., bringing the total authorized number of directors on the board up to eight. Additionally, Ms. Pannikode was named to the Board’s Enterprise Risk Management Committee.
The Board has concluded that Ms. Pannikode satisfies the independence criteria under applicable securities laws in Canada and the rules of the Toronto Stock Exchange based on the information she has submitted about her employment history, affiliations, and background. In her capacity as a non-employee director, Ms. Pannikode will be entitled to the same compensation that the company pays each of its non-employee directors, as detailed under Director Compensation in the definitive proxy statement that the company filed with the SEC on April 14, 2023, in connection with its 2023 annual and special meeting of shareholders. This description is incorporated herein by reference. The Company and Ms. Pannikode do not have any related party transactions that would need to be disclosed in accordance with Regulation S-K’s Item 404(a). With Ms. Pannikode, the Company will enter into its standard indemnity agreement, which stipulates that it will indemnify her to the maximum extent allowed by the Business Corporations Act (Alberta) and to the maximum extent that applicable law may subsequently permit. The indemnity agreement described above is not intended to be comprehensive; rather, it should be read in connection with the agreement, which is qualified in its totality by reference to it. A copy of the agreement will be filed as an exhibit to a later filing by the company.
