Dhi Group, Inc DEF 14A, filed Apr 7, 2025

Dhi Group, Inc. (DHX)

DEF 14A 2025-04-07 For: 2025-05-16

View Original

Added on June 12, 2026

About this DEF 14A

Dhi Group, Inc filed this DEF 14A on April 7, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under § 240.14a-12


☒						No fee required.

☐						Fee paid previously with preliminary materials.

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			Page
Proxy Statement Summary			1

Directors and Corporate Governance			6

Certain Relationships and Related Person Transactions			21

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			21

Executive Officers of the Company			24

Compensation Discussion and Analysis			25

CEO Pay Ratio			55

Pay Versus Performance			56

Items To Be Voted On			59
Proposal 1: Election of Directors
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers
Proposal 4: Approval of Section 382 Rights Agreement Adopted by the Board

Other Procedural Matters			66

Virtual Meeting Instructions			67

Information Concerning Solicitation and Voting			69

Appendix A - Information Regarding Non-GAAP Financial Measures			74

Appendix B - Section 382 Rights Agreement			76


	Board Vote Recommendation	Page Reference (for further detail)
1. Election of three Class III Directors	FOR EACH NOMINEE	59
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	60
3. Advisory Vote to Approve the Compensation of our Named Executive Officers	FOR	61
4. Approval of Section 382 Rights Plan Adopted by the Board	FOR	62


2024 Highlights						Given the lessened demand for hiring tech professionals, we focused our attention on improving our users' experience and on improving our profitability. Additionally, our two brands, ClearanceJobs and Dice, introduced a number of new products to increase engagement and connections between candidates and recruiters. In recognition of DHI's culture of caring for employees, the Company received several employer awards.

Financial Performance						DHI’s revenue and customer count has tracked the overall demand for tech talent over the past two years. Revenue in 2024 declined by 7% year over year. The number of new tech job postings did inflect, however, and grew slowly in the latter part of 2024. With that shift we believe DHI will return to revenue growth over time. ClearanceJobs and Dice revenue renewal rates were 95% and 78%, respectively, while retention rates for the year were solid at 111% for ClearanceJobs and 98% for Dice. Our churn is attributable to smaller customers, rather than larger established firms. DHI Group's net income margin decreased from 2% in 2023 to 0% in 2024 while Adjusted EBITDA margin1 improved from 24% in 2023 to 25% in 2024. In addition, DHI's capitalized development costs, which are included in purchases of fixed assets, declined $3.9 million in 2024 to $12.5 million. We are committed to balancing profitability and cash flow with the need to invest in innovation. Recognizing the continued risks inherent in the economy, the Company reduced its debt $6.0 million during 2024 to $32 million outstanding under our $100 million credit facility. This resulted in a leverage ratio2 of 0.9 times annual adjusted EBITDA1. Cash was $3.7 million at year end.

Engaging with tech and security-cleared candidates						As part of its “All Jobs” initiative, Dice sold a number of services in a bundled format including the opportunity for clients to post all their jobs with us without limitation. As a result, we increased job volumes for technology professionals, strengthening the value proposition that Dice is the go-to-platform for advancing a tech career. As recognition of the importance of the increasing use of mobile phones in customers' business lives, we launched Dice Recruiter 1.0, the brand’s first mobile app for employers. This iOS app helps recruiters stay connected with top tech talent even when on the go. ClearanceJobs Live brings live streaming video content to the cleared community. This allows recruiters a myriad of new ways to engage passive talent. Dice launched an alpha version of its new webstore that allows recruiters to purchase Dice services. We believe that this experience with Dice services reinforces the brand’s value proposition and will provide an additional growth vehicle for the platform.

An empowered and inspired team						Company culture is the foundation for employee, organizational and overall success, fostering an environment where people feel valued and motivated. In recognition of DHI’s culture, the Company received several employer awards including earning a Great Place to Work® certification for the third year in a row, landing #49 on Newsweek’s list of America’s Most Loved Workplaces, and earning a Best Company to Work for from U.S. News & World Report. We ended the year with a voluntary employee turnover rate of 5.7%, well below industry averages.


			DHI GROUP, INC. 6465 South Greenwood Plaza, Suite 400 Centennial, Colorado 80111			April 7, 2025


Governance Practices Snapshot
	7 of 8 directors are independent	Independent board chair
	Commitment to board refreshment	Majority voting for directors
	Stock ownership policy for directors and executive officers	Fully independent standing committees
	Diverse board in terms of experience, viewpoints, skills, background and tenure	Regular sessions of independent directors
	Board oversight of ESG initiatives	Rigorous director selection and evaluation process
	Limit on outside directorships	Annual board and committee self-evaluations
	All directors attended at least 75% of 2024 meetings during the time that he or she served	Commitment to corporate social responsibility


Capability		Description	Number of Directors with the Capability
	Technology and Security Infrastructure	Deep insight in technology infrastructure, business prioritization, customer drivers and cybersecurity risk	lll
	Scaling a Business	Experience growing successful companies, reaching scale and maturity	llll llll
	Investment	Experience creating long-term value through investment, acquisition and growth strategies	llll llll
	Finance	Financial expert with experience in financial strategy, accounting and reporting	lll
	Sales	Experience building sales capabilities	lll
	Marketing	Marketing and brand-building capability in rapidly changing industries	ll
	People and Compensation	Expertise in aligning company culture, performance, reward and talent with strategy, including remote and flexible work strategies	llll llll
	CEO Experience	Expertise shaping strategy, performance, prioritization, scale and leadership	llll
	Governance, Risk and Compliance	Experience in public company corporate governance, privacy, compliance, policy and creating long term sustainable value	llll llll
	Human Capital Management	Knowledge of our core customer requirements as a direct customer of our product or equivalent products	ll


	Director Nominees
Brian “Skip” Schipper	Mr. Schipper possesses specific attributes that qualify him to serve as a director, including his extensive industry experience, his knowledge of our core customer product, his human resources expertise and his experience as a member of the board of directors of other companies.
	Brian “Skip” Schipper has been a director since February 2014, and Chairperson of the Board since May 2019. Since May 2016, Mr. Schipper has served as the Chief People Officer for Yext, Inc., an online brand management company. From January 2014 to March 2016, Mr. Schipper led Human Resources at Twitter (now “X”), an online social media company. Prior to joining Twitter, Mr. Schipper was the Chief Human Resources Officer at Groupon, a global e-commerce marketplace company, from June 2011 to January 2014, where he oversaw the HR and administrative organization globally and was integral in building the infrastructure to support its global expansion efforts. Mr. Schipper was the Chief Human Resources Officer at Cisco Systems, a digital communications technology company, from October 2006 to June 2011. He has held executive level human resources and administrative roles at Microsoft, a software company; DoubleClick, an internet advertising company; Pepsico, a food services company; Compaq, an information technology company; and Harris Corporation, an information technology services provider. Mr. Schipper holds an MBA from Michigan State University and a B.A. from Hope College. Mr. Schipper serves on the Board of Directors and as Chair of the Compensation Committee for 1stdibs.com, Inc. Mr. Schipper’s extensive industry experience and his human resources expertise form a great combination to help our Board guide our strategy.
		People and Compensation


		Scaling a Business
Independent Chairperson of the Board EVP & Chief People Officer of Yext

		Governance, Risk and Compliance

Age 64
Director Since 2014		Human Capital Management

DHI Committee(s):
Nominating and Corporate Governance		Investment


Class III Director
Term Expiring 2025


	Director Nominees
David Windley	Mr. Windley possesses specific attributes that qualify him to serve as a director, including his people and compensation expertise, his knowledge of our core customer product, and his experience as a member of the board of directors of other organizations.
	David Windley has been a director since February 2019. Since March 2023, Mr. Windley has served as Executive Chairman of HootRecruit (formerly IQRecruit), a platform that automates candidate sourcing for recruiters and hiring teams. From September 2018 to October 2023, Mr. Windley served as CEO and President of IQTalent Partners, where he also served as President from 2014 to 2018; IQTalent Partners is a professional services firm focused on talent acquisition. Prior to IQTalent Partners, Mr. Windley served as Executive Vice President, Chief Human Resources Officer, for Fusion-io, Inc., a computer hardware and software systems company, from October 2013 to August 2014. From December 2006 to September 2012, Mr. Windley served as Executive Vice President, Chief Human Resources Officer, for Yahoo! Inc., an internet-related services company. Prior to Yahoo!, Mr. Windley served as General Manager, Human Resources, for Microsoft Corporation, a technology and software company, from December 2003 to December 2006 and as Vice President Human Resources, Business Units, for Intuit Inc., a financial software company, from December 2001 to December 2003. Mr. Windley held various positions with Silicon Graphics, Inc., a high-performance computer hardware and software company, from 1991 to 2001, culminating in Vice President, Human Resources. Mr. Windley also serves as the Chairperson of the DHI Human Capital and Compensation Committee, on the board of directors and as Chair of the Compensation Committee at Tennant Company, on the board of AARP since 2022 and on the board of directors of PowerToFly since 2023. In the past he has served as a board chair for the Society of Human Resources Management (SHRM), the largest membership organization for human resources professionals. Mr. Windley holds a Master’s of Business Administration degree from San Francisco State University and a bachelor’s of science degree from San Diego State University. Mr. Windley’s extensive human resources experience in a variety of industries provide him with intimate knowledge of the Company’s business, which helps our Board guide our strategy.
		People and Compensation


		CEO Experience
Independent Executive Chairman and CEO of HootRecruit

		Technology and Security Infrastructure
Age 62
Director Since 2019
DHI Committee(s):		Governance, Risk and Compliance
Chair Human Capital and Compensation Committee

Class III Director		Human Capital Management
Term Expiring 2025

		Scaling a Business


		Investment


	Director Nominees
Scipio “Max” Carnecchia	Mr. Carnecchia possesses specific attributes that qualify him to serve as a director, including his experience in the operational, sales and technology industries, his extensive professional experience as a former CEO and his experience as a member of the board of directors of other companies.
	Scipio “Max” Carnecchia has been a director since February 2019. Mr. Carnecchia served as the Chief Executive Officer and as a director of Mitek Systems, Inc., a digital identity verification company, from November 2018 through June 2024. From October 2017 until July 2018, Mr. Carnecchia served as the Chief Executive Officer and board member of Illuminate Education, Inc., a market-leading Software as a Service education platform. Prior to Illuminate, Mr. Carnecchia was the President and Chief Executive Officer of Accelrys, Inc., a cloud software company, and also served on the Accelrys Board from 2009 until its acquisition in 2014. After the acquisition, Mr. Carnecchia continued to serve as Chief Executive Officer of that business, which was renamed BIOVIA. From 2001 to 2009, Mr. Carnecchia served as President of Interwoven, Inc., a content management software company, which was acquired by Autonomy Corporation plc in January 2009. Prior to joining Interwoven, Mr. Carnecchia served as Vice President of Global Sales of Xoriant Corporation, a software product development company, from April 2000 to January 2001 and as Vice President of Sales and Services of SmartDB Corporation, a provider of data integration toolkits for systems integrators and IT organizations, from September 1996 to February 2000. Mr. Carnecchia has demonstrated significant leadership skills in his CEO roles at Accelrys, BIOVIA and Illuminate Education, Inc. and as Vice President of Xoriant and SmartDB and brings more than two decades of high technology experience to his position on the Board. Mr. Carnecchia has served as a member of the boards of directors of Mitek Systems, Inc. (November 2018 through June 2024), Guidance Software, Inc. (March 2015 through September 2017), and Accelrys, Inc (June 2009 through April 2014). Mr. Carnecchia holds a Bachelor of Engineering in Electrical Engineering from The Stevens Institute of Technology. Mr. Carnecchia’s wealth of experience in the operational, sales, and technology industries, as well as his background as an operating executive and board member of publicly held companies, provide helpful and unique expertise to the Company.
		CEO Experience


		Sales
Independent Former CEO and Director of Mitek Systems, Inc.

Age 62		Technology and Security Infrastructure

Director Since 2019
DHI Committee(s):		Finance

Audit Committee
Class III Director		Governance, Risk and Compliance
Term Expiring 2025

		Scaling a Business


		Investment


		People and Compensation


	Continuing Directors
Art Zeile	Mr. Zeile possesses specific attributes that qualify him to serve as a director, including his knowledge and experience in the software industry, extensive professional experience as a CEO and experience as a member of the board of directors of other companies.
	Art Zeile has served as a director and as the President and Chief Executive Officer of the Company since April 2018. In 2008, Mr. Zeile co-founded HOSTING, a cloud computing services company, and served as its Chief Executive Officer from 2008 until 2016. At HOSTING, Mr. Zeile formulated a strategy for a rollup of cloud services companies in the U.S. and focused on managing security and compliance for mission critical web applications. Prior to HOSTING, Mr. Zeile served as CEO of QTC Management Inc., a healthcare technology company, from 2006 to 2007. Prior to that, Mr. Zeile co-founded Inflow Inc., a public data center company, and served as its CEO from 1997 until 2005. Mr. Zeile also previously served in the United States Air Force from 1986 until 1993. Since 2016, Mr. Zeile has served on the board of directors of National Bank Holdings Corporation, an NYSE listed company, and is a member of its Audit Committee and Nominating/Governance Committee and Chairperson of its Compensation Committee. He also served as Chairman of the board of directors of Element Critical from October 2019 through October 2023. Mr. Zeile earned a bachelor’s degree in Astronautical Engineering from the U.S. Air Force Academy and a master’s degree in public policy from Harvard University. Mr. Zeile was appointed to serve on the Board because his day-to-day leadership as our President and Chief Executive Officer provides him with intimate knowledge of the Company’s business, business strategy and its industry.
		CEO Experience


		Sales
Age 61
Director Since 2018
DHI Committee(s):		Technology and Security Infrastructure
None
Class I Director
Term Expiring 2026		Governance, Risk and Compliance


		Scaling a Business


		Investment


		People and Compensation


	Continuing Directors
Elizabeth Salomon	Ms. Salomon possesses specific attributes that qualify her to serve as a director, including her financial expertise and professional experience serving in leadership positions at other companies.
	Elizabeth Salomon has been a Director since December 2020. Ms. Salomon serves as a Director and on the Audit Committee for Litera, the leading provider of technology solutions to legal, corporate and life sciences companies, and as a Director and Audit Committee Chair for Sovos, a global provider of tax, compliance and trust solutions and services. Ms. Salomon also serves as an advisor for companies in the portfolio of Hg Capital, a global private equity firm focused on investments in the technology and services sectors. From 2017 to 2022, Ms. Salomon served as Chief Financial Officer for Xactly Corporation, a leading provider of sales performance management software solutions. From 2015 through 2017, Ms. Salomon served as Chief Financial Officer of Cherwell Software, a provider of IT service management software, where she led them through an aggressive growth phase. From 2013 to 2014, she served as Chief Financial Officer of Marshall & Swift/Boeckh, a software, data and analytics company, and its holding company, Decision Insight Information Group, through their sale to Corelogic. From 2009 to 2013, Ms. Salomon served as Chief Financial Officer of Ontario Systems LLC (now Finvi), an enterprise software company providing solutions around revenue recovery and accounts receivable management. Previously, Ms. Salomon held finance and audit leadership roles at startups and public companies, including Bank of America and ChoicePoint (Lexis/Nexis). She was a senior manager in the audit practice of EY. Ms. Salomon earned a bachelor's degree from the University of Florida and is a licensed CPA. Ms. Salomon also serves on the Board of Downtown Denver Partnership, an organization dedicated to building a thriving center city. Ms. Salomon's significant financial leadership experience particularly with technology companies and including both public and private companies, her experience working across the business to drive company strategy and her experience with private equity backed companies provide helpful perspective to our board.
		Finance


		Investment

Independent Director of Litera
		Scaling a Business
Age 61
Director Since 2020
DHI Committee(s):		Governance, Risk and Compliance
Audit Committee
Class I Director
Term Expiring 2026		People and Compensation


	Continuing Directors
Kathleen Swann	Ms. Swann possesses specific attributes that qualify her to serve as a director, including her knowledge and experience in digital marketing and technology and her experience as a member of the board of directors of other organizations.
	Kate Swann has been a Director since January 2021. Since March 2024, Ms. Swann has served as a Fractional COO for Kate Swann Advisory, a company specializing in scaling businesses for sustainable growth. Leveraging her years of experience as an operating executive, she partners with businesses to unlock value, focusing on business and product strategy, and marketing and infrastructure optimization. Throughout 2023 and until March 2024, she served as the Chief Operating Officer of Heroic Public Speaking, a company offering public speaking training for keynotes, breakouts, and workshops. Previously throughout 2022, Ms. Swann acted as a strategic advisor for various companies. Ms. Swann also previously served as the Chief Operating Officer at Purpose PBC, a social impact digital agency acquired by Capgemini, from 2020 to 2022. At Purpose, Ms. Swann developed growth strategies and business planning to ensure the company maximized its resources and mobilized talent for the greatest impact to its community and partners. Prior to joining Purpose, from 2013 to 2020 she served as Chief Operating Officer at Blue State Digital, a tech and creative agency that works with mission-driven organizations to build and mobilize communities, best known for its work with the Obama administration. Earlier in her career, Ms. Swann was the Chief Operating Officer at Frog Design, a creative design consultancy, and served in the managing director role both at Fry, an e-commerce consulting firm, and Organic, a digital marketing agency. Ms. Swann earned a Bachelor of Arts from Evergreen State College and has a Master’s degree in Performance Studies from New York University. Ms. Swann also serves as a board member at Graham Windham, and August Public. She previously served on the board of Women’s Forum of New York from 2019-2023. Ms. Swann has extensive experience managing at growth stage consulting companies and digital agencies. Her expertise in digital marketing and technology provides the Board with valuable insight as the Company continues to execute on its strategy to deliver innovative products and provide best-in-class services to its customers and candidates.
		Marketing


		Scaling a Business

Independent Fractional COO Kate Swann Advisory
		Sales
Age 62
Director Since 2021
		Governance, Risk and Compliance
DHI Committee(s):
Human Capital and Compensation Committee
		Investment
Nominating and Corporate Governance Committee

Class II Director		People and Compensation
Term Expiring 2027


	Continuing Directors
Jim Friedlich	Mr. Friedlich possesses specific attributes that qualify him to serve as a director, including his knowledge and experience in digital media and private equity, and his professional experience as a former executive.
	Jim Friedlich has been a director since January 2015. Since September 2016, Mr. Friedlich has served as the Chief Executive Officer and Executive Director of The Lenfest Institute of Journalism, an institute focused on innovation in journalism. Mr. Friedlich co-founded Empirical Media Advisors, a leading media consulting firm, in 2011 and served as its Chief Executive Officer until 2014. In 2001, he co-founded the media-focused private equity firm of ZelnickMedia (now ZMC) and was a general partner there until 2011, specializing in equity-backed turnarounds and restructuring media companies. Earlier in his career, Mr. Friedlich served as VP of Business Development - Digital Publishing and Vice President of International Sales, Marketing and Business Development at Dow Jones & Company/The Wall Street Journal, a global news and information company. Mr. Friedlich attended Dartmouth College, earned an MBA from the Stanford University School of Business and a B.A. from Wesleyan University. Mr. Friedlich brings insight to our Board based on his experience in the private equity field and his focus on digital media.
		CEO Experience


		Investment
Independent CEO and Executive Director of Lenfest Institute of Journalism

		Marketing
Age 68
Director Since 2015
DHI Committee(s):		People and Compensation
Human Capital and Compensation Committee

Nominating and Corporate Governance Committee		Governance, Risk and Compliance

Class II Director
Term Expiring 2027		Scaling a Business


	Continuing Directors
Joe Massaquoi	Mr. Massaquoi possesses specific attributes that qualify him to serve as a director, including advising companies at all stages of growth, his history of leading strategic corporate initiatives and his experience working with public companies on financial oversight and capital allocation.
	Joe Massaquoi has served as a director since July 2023. Mr. Massaquoi currently serves as a Strategic Advisor for Traverse Meridian Group, providing CFO services to growth-stage private companies. Beginning in January 2023 and running through present, he is also a Member of the advisory council for Istari Digital, Inc. From July 2022 and through January 2024, Mr. Massaquoi served as Chief Financial Officer at H2 Clipper, Inc., a company specializing in clean hydrogen delivery. Prior to that, Mr. Massaquoi was the Chief Financial Officer of Boom Technology, Inc., a supersonic aircraft development company, from October 2020 to October 2021. Prior to Boom, Mr. Massaquoi served as Chief Financial Officer at Initium Aerospace, a Boeing seeded propulsion technology company, and in preceding executive roles at Boeing from January 2012 to October 2020. Earlier in his career he held financial executive positions at Credit Suisse, an investment bank and financial services firm, and Deutsche Bank, an investment bank and financial services firm, and consulted at Bain & Company, a management consulting company. He began his career as a financial analyst at Lehman Brothers, a global financial services firm. Mr. Massaquoi also serves on the board of Red Rocks Credit Union. Mr. Massaquoi has a BS in Physics from Morehouse College and an MBA from Harvard Business School. Over his career, he has executed over 40 M&A domestic and cross-border transactions and advised companies of all sizes on prudent capital allocation to deliver measurable results. With his more than 25 years of experience as a global Chief Financial Officer, strategic executive and investment banker working at private and public companies at varying stages of growth, Mr. Massaquoi brings valuable financial and strategic insight to the Board.
		Finance


		Investment

Independent Strategic Advisor for Traverse Meridian Group
		Scaling a Business

Age 52
Director Since 2023		Governance, Risk and Compliance

DHI Committee(s):
Audit Committee		People and Compensation

Class II Director
Term Expiring 2027


			AUDIT COMMITTEE
			The current members of our Audit Committee are Ms. Salomon, and Messrs. Carnecchia and Massaquoi. Our Board has determined that each of the members of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of SEC regulations and applicable NYSE rules. Ms. Salomon and Messrs. Carnecchia and Massaquoi meet the independence and the experience requirements of the NYSE and the federal securities laws.

			Our Audit Committee oversees our accounting and financial reporting processes and the audit of our financial statements and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:

Elizabeth Salomon Chair Our Audit Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and NYSE. A copy of the Audit Committee Charter is available on our investor website: http://www.dhigroupinc.com/investors/ Number of meetings held in 2024: 8			● appointing, compensating and overseeing the work of our independent auditors, including resolving disagreements between our management team and the independent registered public accounting firm regarding financial reporting and any other required communications described in applicable accounting standards, including critical audit matters;
			● approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;
			● reviewing the qualifications and independence of the independent registered public accounting firm;
			● reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;
			● reviewing the adequacy and effectiveness of our internal control over financial reporting;
			● reviewing the adequacy and effectiveness of our cybersecurity program on an at least quarterly basis;
			● reviewing and discussing with our management team and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports;
			● reviewing and maintaining the related person transaction policy to ensure compliance with applicable law and that any proposed related person transactions are disclosed as required; and
			● overseeing the implementation and performance of the internal audit function.


			NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
			The current members of our Nominating and Corporate Governance Committee are Messrs. Schipper and Friedlich and Ms. Swann. Our Board has determined that each of the members of the Nominating and Corporate Governance Committee meets the independence and the experience requirements of the NYSE and the federal securities laws.

			Our Nominating and Corporate Governance Committee oversees and assists our Board in reviewing and recommending corporate governance policies and nominees for election to our Board and its committees. Our Nominating and Corporate Governance Committee is responsible for, among other things:

			● recommending desired qualifications for Board and committee membership and conducting searches for potential members of our Board;
Brian “Skip” Schipper Chair Our Nominating and Corporate Governance Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and NYSE. A copy of the Nominating and Corporate Governance Committee Charter is available on our investor website: http://www.dhigroupinc.com/investors/ Number of meetings held in 2024: 2			● developing and recommending to the Board corporate governance guidelines that are applicable to us;
			● overseeing Board and management evaluations:
			● working with the CEO to coordinate succession planning for key management positions at the Company, including the CEO position; and
			● assessing the effectiveness of the Board’s diversity policy set forth in the Corporate Governance Guidelines annually.


			HUMAN CAPITAL AND COMPENSATION COMMITTEE
			The current members of our Human Capital and Compensation Committee are Messrs. Windley and Friedlich and Ms. Swann. Our Board has determined that each of the members of the Human Capital and Compensation Committee meet the independence and the experience requirements of the NYSE and the federal securities laws.

			Our Human Capital and Compensation Committee oversees our compensation policies, plans and programs. Our Human Capital and Compensation Committee is responsible for, among other things:

			● reviewing and approving the primary components of compensation for our CEO and other executive officers;
David Windley Chair Our Human Capital and Compensation Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and NYSE. A copy of the Human Capital and Compensation Committee Charter is available on our investor website: http://www.dhigroupinc.com/investors/ Number of meetings held in 2024: 5			● reviewing and approving compensation and corporate goals and objectives relevant to the compensation for our CEO and other executive officers;
			● periodically evaluating the competitiveness of the compensation of our CEO and other executive officers and our overall compensation plans;
			● evaluating and making recommendations regarding director compensation;
			● administering our equity incentive plans for our employees and directors; and
			● evaluate the effectiveness of human resources systems, programs and practices to ensure the Company can attract and retain key talent.

			Pursuant to its charter, our Human Capital and Compensation Committee has delegated certain day-to-day administrative and ministerial functions to our executive officers under our equity incentive plans and our 401(k) plan. The Committee has not delegated the authority to approve equity awards.


Committee			Area of Focused Risk Oversight
Audit Committee			•reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor, control and manage such exposures; •reviews and discusses at least annually the Company’s Code of Conduct and Ethics and procedures in place to enforce the Code of Conduct and Ethics and, if there were any amendment or waiver requests relating to the Company’s Code of Conduct and Ethics for the chief executive officer or senior financial officers, would review and make a determination on such requests; •reviews and discusses at least quarterly the Company’s cybersecurity program, which is the responsibility of the Company’s Vice President of Technology Operations; and •reviews related party transactions and potential conflicts of interest related thereto.
Human Capital and Compensation Committee			•reviews the Company’s overall compensation program and its effectiveness at linking executive pay to performance and aligning the interests of our executives and our stockholders.
Nominating and Corporate Governance Committee			•manages risks associated with director independence.
While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.


	Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owners	Shares of Common Stock	Unvested Restricted Stock	Total Number of Shares of Common Stock	Percentage of Outstanding Common Stock
5% Stockholders
Royce & Associates, LP(1)	3,359,148	—	3,359,148	6.9%
Dimensional Fund Advisors LP(2)	3,298,638	—	3,298,638	6.8%
Pacific Ridge Capital Partners, LLC(3)	3,237,947	—	3,237,947	6.7%
Tieton Capital Management, LLC(4)	3,008,584	—	3,008,584	6.2%
22NW GP, LP(5)	2,603,643	—	2,603,643	5.4%
The Vanguard Group(6)	2,402,294	—	2,402,294	5.0%


Directors, Director Nominees and Named Executive Officers
Art Zeile(8)	2,728,121	558,334	3,286,455	6.8%
Greg Schippers(8)	141,841	52,501	194,342	*
Raime Leeby(8)(9)	107,481	—	107,481	*
Arie Kanofsky(8)(10)	400,143	—	400,143	*
Paul Farnsworth(8)	471,708	163,334	635,042	*
Amy Heidersbach(8)(11)	116,330	—	116,330	*
Brian “Skip” Schipper(8)	306,896	44,177	351,073	*
Scipio “Max” Carnecchia(8)	287,673	44,177	331,850	*
Jim Friedlich(8)	295,896	44,177	340,073	*
David Windley(8)	170,966	44,177	215,143	*
Elizabeth Salomon(8)	103,996	44,177	148,173	*
Kathleen Swann(8)	73,936	44,177	118,113	*
Joseph Massaquoi, Jr.(8)	25,046	44,177	69,223	*
All current directors, executive officers, and NEOs as a group (16 persons)	5,180,523	1,283,411	6,463,934	13.4%


	(a)	(b)		(c)
	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category
Equity compensation plans approved by security holders(2)	1,420,665	$	—	2,512,756
Equity compensation plans not approved by security holders	—	—		—
Total	1,420,665	$	—	2,512,756


	Cash Compensation								Equity
	Annual Fee		AC		CC		N&CG		Compensation(1)
Service Fees	$	40,000
Chairperson	$	35,000	$	20,000	$	10,000	$	7,500
Committee Member			$	7,500	$	5,000	$	2,500
Non-employee Director									$	110,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Brian (Skip) Schipper(2)	81,250	110,000	191,250
Jim Friedlich(2)	46,250	110,000	156,250
Scipio “Max” Carnecchia(2)	46,250	110,000	156,250
David Windley(2)	48,750	110,000	158,750
Elizabeth Salomon(2)	58,750	110,000	168,750
Kathleen Swann(2)	46,250	110,000	156,250
Joseph Massaquoi, Jr.(2)	46,250	110,000	156,250


Name	Age	Position
Art Zeile	61	President and Chief Executive Officer
Greg Schippers	54	Chief Financial Officer
Paul Farnsworth	53	President Dice
Pamela Bilash	66	Chief Human Resources Officer
E. Jack Connolly	37	Chief Legal Officer
Alexander Schildt	48	President ClearanceJobs


Name						Title
Art Zeile						President & Chief Executive Officer
Greg Schippers(1)						Interim Chief Financial Officer
Raime Leeby(2)						Former Chief Financial Officer
Arie Kanofsky						Chief Revenue Officer
Paul Farnsworth						Chief Technology Officer
Amy Heidersbach						Chief Marketing Officer


Strong Pay for Performance Culture. Our incentive program is closely aligned to Company performance. Annual bonuses are determined solely by objective, ambitious performance metrics, while fifty percent of our CEO’s long-term incentives are awarded in the form of Performance Share Units (PSUs).			Metrics That Drive Strategic Execution. Our primary goals in 2024 were to drive profitable Bookings(1) for our commissions plan and revenue growth. Our use of revenue, Adjusted EBITDA(1) and Adjusted EBITDA Margin(1) for our bonus plan and our use of Bookings(1) for our commissions plan and our long-term incentive plan reward our NEOs for advancing these goals.
Compensation That Motivates and Aligns Executives and Stockholders. In reviewing NEOs’ compensation packages, the Human Capital and Compensation Committee takes care to balance the need to provide competitive compensation that motivates our team while aligning pay outcomes with long-term stockholder value creation.			Pay Mix Emphasizes Performance. Base salary constitutes the smallest component of NEOs’ compensation. In 2024, 79% of our CEO’s compensation was variable based on performance outcomes; for other NEOs, on average 58% of compensation was variable.


	2024			2023			Change %
	($ in thousands)
Revenues	$	141,926		$	151,878		(7)	%
Net income	$	253		$	3,491		(93)	%
Net loss margin	—		%	2		%	N/M

Adjusted EBITDA1	$	35,313		$	36,254		(3)	%
Adjusted EBITDA Margin1	25		%	24		%	N/M


What We Do		What We Don’t Do
	Maintain Complete Independence. All members of the Human Capital and Compensation Committee are independent and review our compensation philosophy and practices on an ongoing basis.		No New Excise Tax “gross-ups.” We have a policy under which tax gross-up provisions are not included in employment agreements with new employees or added to existing employment agreements with current employees that do not already contain a tax gross-up provision.
	Clear Target and Maximum Awards. We have established explicit threshold, target and maximum awards under our annual and long-term incentive programs, other than the commissions plan for Mr. Kanofsky.		Outsized Perquisites. We limit perquisites to items that serve a reasonable business purpose, and generally do not provide other special benefits to our NEOs.
	Limited Discretion. The Human Capital and Compensation Committee has limited discretion to increase or decrease an NEO’s variable compensation based on individual and/or Company performance.		Loans. We do not make loans to executive officers of the Company.
	Establish Ambitious Goals. 2024 targets under our annual and long-term awards were set to drive operational execution with consideration of macroeconomic factors and observable trends in the marketplace.		Employee Hedging or Pledging. We do not allow our directors, officers or employees or their related parties to purchase the stock of the Company on margin, enter into short sales or buy or sell derivatives in respect of securities of the Company.
	Pay for Performance. A substantial majority of our NEOs’ compensation is variable and contingent upon the achievement of objective corporate performance goals, as well as other objective measures of success.		Dividends Pre-vesting. We do not pay cash dividends on unearned and unvested equity awards held by NEOs or any other equity award holders.


			Attentive to Stockholder Advisory Votes and Views. Our Human Capital and Compensation Committee considers the voting results of our advisory vote on executive compensation at each annual meeting and also separately seeks to engage our stockholders on corporate governance matters.						No Repricing. Our equity plans do not allow repricing of stock option or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions involving the Company.
			Closely Monitor Risks. We annually assess risks associated with our compensation program to determine that the risks associated with our compensation policies and practices do not encourage excessive risk-taking.						No Evergreen Provisions. We do not include evergreen provisions in our equity plans.
			Clawback Policies. We have clawback policies in which the Company may, under certain circumstances as specified in the policy, seek reimbursement of annual or performance-based compensation awards made to covered officers.
			Independent Compensation Consultant. We retain an independent compensation consultant, Compensia, as an advisor to provide market research and analysis, advice and guidance on executive compensation.
			Active Stockholder Engagement on Compensation. In addition to an annual “Say-on-Pay” advisory vote, we periodically engage with stockholders to discuss our incentive compensation plans.
			Stock Ownership Guidelines. We require our directors and executive officers to hold shares of Company stock pursuant to our equity ownership guidelines.


Our 2024 Peer Companies
AdTheorent Holding Company			Mastech Digital
American Software			PFSweb
Asure Software			SoundThinking (formerly “ShotSpotter”)
Brightcove			Smith Micro Software
CoreCard			Synchronoss Technologies
Edgio			The Arena Group
eGain			Travelzoo
Information Services Group			TrueCar
Liquidity Services			Veritone
Marchex			Weave Communications


Compensation Element	What the Element Rewards	Purpose and Key Features
Base Salary	Qualifications, experience and industry knowledge, quality and effectiveness of leadership, scope of responsibilities, individual goals and objectives and past performance.	Provides competitive level of fixed compensation, with actual salaries determined based on the facts and circumstances of each NEO and competitive market practices. Reviewed annually with adjustments, if any, implemented effective as of January. In considering the elements of base salary rewards, the Human Capital and Compensation Committee does not apply any specific weighting to each element.
Annual Performance-Senior Bonus Plan (Cash)	Achievement of specified performance objectives with a short-term (generally annual) time horizon. Performance levels are established to incentivize our management to achieve or exceed corporate performance objectives. The Human Capital and Compensation Committee maintains flexibility to make additional discretionary awards based on individual performance, although it infrequently utilizes this discretion and did not do so for 2024.	Motivate participants to meet or exceed corporate financial performance objectives during the year, reviewed and approved by the Human Capital and Compensation Committee. For 2024, performance is measured based on revenue (weighted 50%) and Adjusted EBITDA and Adjusted EBITDA Margin (together weighted 50%). The Human Capital and Compensation Committee selected these measures because both are critical in assessing the success of our business performance. Use of objective overall corporate performance metrics fosters teamwork and ensures executives work together in the interest of overall performance. See also Appendix A for further discussion of these measures.
Annual Performance-Commissions Plan and Sales Achievement Bonus (Cash)	Achievement of specified sales Bookings objectives with a short-term time horizon. Performance levels are established to incentivize sales leadership, specifically Mr. Kanofsky, to achieve or exceed Bookings targets.	Motivate participant to meet or exceed Company Bookings targets during the year, as established by the Human Capital and Compensation Committee. The Bookings target in the Commissions Plan is the same as that used for the Company’s PSUs, as Bookings is a key performance measure that drives future revenue growth.
Long-Term Equity Incentives •50% PSUs •50% restricted stock	Achievement of objectives designed to enhance long-term stockholder interests and attract, retain, motivate and reward employees over extended periods. Vesting requirements promote retention of highly valued members of management, including our NEOs.	The Human Capital and Compensation Committee views equity compensation as the most effective means of creating a long-term link between executive compensation and gains realized by our stockholders. Annual awards of restricted stock and PSUs vest over a period of time, typically over 3-years, and provide an at-risk, variable pay opportunity. Because the ultimate value of these equity awards is directly related to the price of the Company’s common stock, and the awards are only saleable over an extended period of time subject to vesting, they serve to focus management on the creation and maintenance of long-term stockholder value. The PSU portion of the award is based on Bookings achieved during year one, and thereafter vest in equal annual installments over a period of three years from the grant date, beginning on the date such PSUs are earned, as Bookings momentum is a key indicator of our long-term growth. Long-term equity incentives constitute the most significant component of each NEO’s overall compensation to closely align executives’ pay outcomes with stockholder interests.


Name	Title	Base Salary for 2024 ($)	Base Salary for 2023 ($)	% Change
Art Zeile	President & Chief Executive Officer	577,500	577,500	—%
Greg Schippers(1)	Interim Chief Financial Officer	285,310	277,000	3%
Raime Leeby(2)	Former Chief Financial Officer	410,000	410,000	—%
Arie Kanofsky	Chief Revenue Officer	420,000	410,000	2%
Paul Farnsworth	Chief Technology Officer	410,000	380,000	8%
Amy Heidersbach	Chief Marketing Officer	380,000	380,000	—%


Name	Title	Target Bonus as a Percentage of Salary (%)	Target Bonus Amount ($)
Art Zeile	President & Chief Executive Officer	100%	$577,500
Greg Schippers(1)	Interim Chief Financial Officer	30%	$85,593
Raime Leeby(2)	Former Chief Financial Officer	60%	$246,000
Arie Kanofsky	Chief Revenue Officer	30%	$126,000
Paul Farnsworth	Chief Technology Officer	50%	$205,000
Amy Heidersbach	Chief Marketing Officer	50%	$190,000


	Actual 2024 Revenue	Target 2024 Revenue	Actual 2024 Adjusted EBITDA Margin (1)(2)	Target 2024 Adjusted EBITDA Margin (1)(2)	2024 Bonus Plan Funded Amount (3)	2024 Bonus Plan Funded Percentage
	(dollars in millions)
Senior Bonus Plan	$141.9	$148.4	25%	24%	$2.7	92.7%