Dye & Durham Executive Leadership Team Writes Open Letter to Engine Capital’s Nominees

TORONTO, Dec. 9, 2024 /CNW/ – Dye & Durham Limited (“Dye & Durham” or the “Company“) (TSX: DND) released an open letter to Engine Capital LP (together with affiliates, “Engine“) on behalf of members of the Company’s executive leadership team, in response to the December 4, 2024 letter issued to Dye & Durham employees from Engine’s slate of director candidates.

In addition, the Company’s management team provided Engine and other shareholders, the views and experiences collected from several members of the Dye & Durham team.

The full text of the letter follows:

Engine Capital LP 
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
December 9, 2024

 Attention:

Arnaud Ajdler, Founder of Engine Capital, an investment firm since March 2013 
Hans Gieskes, Retired
Tracey Keates, Self-employed consultant since 2018
Ritu Khanna, Vice President, Global Partnerships at Shopify Inc. (NYSE, TSX: SHOP) since November 2022
Anthony Kinnear, CEO Legal Ready Pty Ltd, since May 2024
Sid Singh, Investor

Dear Arnaud, Hans, Tracey, Ritu, Anthony and Sid:

We are the executive leadership team of Dye & Durham. We are writing to respond to your unsolicited open letter issued to our employees. We have closely followed your campaign for control of our company. Despite this unfortunate distraction, our dedicated teams across the world have remained laser focused on delivering on our strategic objectives, serving our customers, and most recently driving record quarterly financial performance.

Until now, we have tried to stay out of your conflict with our board. However, this changed when you took your fight to our employees, which has far reaching implications and appears reckless. As a result, we felt compelled to write back to you and ask you to stop involving our employees in your fight.

Your ceaseless campaign and the distraction it has created is harming the company’s brand, our reputation, and the dynamic culture that we are continuing to build as a company together. Your letter encourages conflict, imposes yet another distraction and is an attempt to create division among a strong, focused and aligned team.

We ask you to stop advancing a disingenuous narrative and using harmful tactics to put pressure on our employees and portray the company, its culture and our significant achievements in misleading ways. Many of our current and former employees have been continuously contacted by Engine Capital, including instances where Engine Capital has said it would pay money for information about the company. This has left them feeling uncomfortable and intimidated. Your false and negative narrative around our culture and relentless attacks on our outgoing CEO, Matt Proud, who has been responsible for the vision and empowering the organization to get to where it has today, are highly unprofessional.

Overall, your actions are inconsistent with your stated desire to instil the winning culture that you claim to advocate for. Some of you are either current or former managers in large global organizations including Shopify and Thomson Reuters, neither of whom would tolerate these divisive, employee-focused tactics. We ask that you leave our employees alone, and let our team focus on driving value for our customers and shareholders.

As an executive team, we are proud of our accomplishments as we have brought together and integrated over 35 companies around the world in the past several years. We would be the first to acknowledge that unifying our culture has not been without challenges and we haven’t gotten everything right. That is why we have asked for and listened carefully to employee feedback and worked hard to be responsive and build a great culture.

As a balance to the negative narrative you have promoted, we would like to share some positive feedback from the senior leaders driving the company’s success. These are the same individuals who are scaling the business, driving record quarterly financial performance, and passionately shaping the future vision of this company.

Thank you for your understanding,

Senior leader feedback:

“From the day I joined Dye & Durham, Matt Proud’s vision for the company has been clear – to deliver exceptional value for customers and stakeholders by providing legal professionals with the only true all-in-one offering that makes it easier for them to best serve their clients, reduce operational headaches, cut out costly overhead and better grow their businesses. As ambitious as that vision is, under Matt’s leadership and management’s strategic execution, Dye & Durham is now poised to deliver on it in a way that no other provider is close to matching,” commented a Vice President.

“During my three and a half years at Dye & Durham I’ve witnessed the impressive and sustained building of a global technology leader which has created significant opportunities for personal and professional development for myself and many of my colleagues…We are very well positioned to take advantage of the foundation that has been built to deliver substantial and sustained growth and shareholder value,” said a Managing Director.

“Dye & Durham is the ultimate meritocracy, where performance and results are valued above all. This culture is reinforced every day from the top down. It doesn’t matter who you are—if you’re committed to working very hard, with long hours, and delivering results, this organization is the right fit for you. However, it’s not a place for everyone!” said a member of the senior leadership team.

“I am proud to work at Dye and Durham. I get to make valued contributions, and I have been rewarded with incredible opportunities.My supervisors are strategic. Management has established stability after the layoffs, and there’s now a team-like culture where merit speaks for itself.  Working at Dye & Durham is challenging. Integrating so many disparate frameworks worldwide into one seamless application is complex. Still, it’s rewarding and enjoyable, and I consider my work tangible. The progress we are making in developing Unity into what we promised our customers is contagious. I think Dye & Durham is building something special with their vision for Unity; everyone I work with is aligned on our common goal to develop the top software for law firms in the world. I think it would be a shame to disrupt that when we are so close to the finish line,” said a Vice President.

“I am a member of Dye and Durham’s Senior Leadership Team and have the utmost confidence in our current executive team and the concrete plan we are working towards as a company. During my time at D&D, we’ve made tremendous progress in building a global leader in legal technology and I have always felt empowered to continue to contribute to this growth,” said a member of senior leadership.

“Working at D&D is an incredibly rewarding experience. Every day, I’m inspired to grow professionally while contributing to meaningful projects. The supportive and collaborative culture, paired with a shared commitment to innovation and excellence, makes it a truly fulfilling place to be,” an employee commented.

“Despite facing significant challenges from rapid growth and a quick pace of change, our products are well positioned to compete to win in our various markets. The value creation plan that was developed as a team is the path we need to follow to rebuild, realign, and move forward.  While Engine Capital’s plan offers some insights, it relies heavily on the perspectives of disgruntled former executives.  We have a lot of work ahead, but thanks to our talented and committed employees, we are confident that we can create a stronger and more unified future for our company,” a Vice President commented.

“Since joining D&D’s senior management team through an acquisition, I have enjoyed consistently positive interactions with the ELT. Their support and openness to new ideas have been invaluable, as evidenced by the rapid establishment of our South African office, which is emerging as a prominent center of productivity and excellence,” said a member of senior leadership.

“During my time at Dye & Durham, the management team has demonstrated a commitment to improving the business across various functions. This commitment is evident in the autonomy and authority I’ve been granted to transform my remit, driven by the mandate to better serve our clients and stakeholders. This vote of confidence has been crucial in driving positive change.” said a Director.

“Here at Dye & Durham, the opportunities for growth and professional development have empowered me to continually evolve in my career, and I am thankful for the mentorship and guidance I have received along the way. In light of recent negative comments, I firmly believe that these do not reflect the true spirit of our organization. Dye & Durham fosters a culture of respect, transparency, and mutual support, and I am honored to be part of such a great place to work,” said a member of management.

“I have been with D&D since the initial acquisition of my then-employer. My experience has been that I am surrounded by engaged, supportive, and inspiring colleagues in an environment that is constantly evolving, requiring necessary change and presenting its own challenges. My direct interactions with the ELT team have been positive, and I have appreciated the scope and freedom to make decisions that benefit my team,” said a Director.

“The ELT and the broader organisation have acknowledged the challenges and opportunities to further improve our culture with an aspiration for D&D to become an employer of choice. By leveraging employee surveys, we have identified key opportunity areas and are empowering our people to drive meaningful change. This collaborative effort is gaining widespread commitment, fostering a positive and proactive mindset as we work together to shape our culture and future success,” said a member of management.

About Dye & Durham Limited

Dye & Durham Limited provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia, and South Africa.

Additional information can be found at www.dyedurham.com.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham’s current expectations regarding future events. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.

Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dye & Durham’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in Dye & Durham’s most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Dye & Durham Limited

FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: 647-323-7193

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