DHI GROUP INC
For the period ended Apr 25, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 15, 2024
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Contents
Proxy Statement Summary
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 25, 2024
PROXY STATEMENT SUMMARY
This Proxy Statement is furnished to the stockholders of record of DHI Group, Inc., a Delaware corporation, in connection with the solicitation by the Company’s Board of Directors of proxies. This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are provided to help you find further information. For ease of reading, in these materials “DHI,” “we,” “us,” or the “Company” refers to DHI Group, Inc., “Board” refers to our Board of Directors, “CEO” refers to our Chief Executive Officer, and “NEOs” refers to our Named Executive Officers. This Proxy Statement and accompanying proxy and voting instructions are first being mailed to stockholders on or about March 15, 2024.
| Board Vote Recommendation | Page Reference (for further detail) | |
|---|---|---|
| 1. Election of three Class II Directors | FOR EACH NOMINEE | 56 |
| 2. Ratification of Selection of Independent Registered Public Accounting Firm | FOR | 57 |
| 3. Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR | 58 |
| Proxy Statement | 1 |
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2023 DHI Performance Highlights
| 2023 Highlights | In 2023, DHI focused its efforts on operating effectively and efficiently while continuing to strengthen its industry-leading product offerings expertly helping employers find, attract and hire top tech talent, and assisting technology professionals with managing their careers amidst ongoing uncertainty in the economy impacting tech hiring. Despite the weak demand environment, DHI continued to grow revenue, albeit at a reduced 1% rate. More importantly, DHI managed expenses carefully, which drove Adjusted EBITDA margin from 21% in 2022 to 24% in 2023. Dice delivered multiple product releases enhancing the client and technologist experience and ClearanceJobs added the community engagement features of a social network for its security cleared professionals to create even higher levels of engagement. DHI also won several employer culture awards, demonstrating its commitment to a vibrant and engaged culture. |
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| Stable Financial Performance | Despite the over 40% down shift in tech job postings this past year due to the uncertain economic environment, DHI achieved 1% year over year revenue growth. We believe that as the demand for technology professionals normalizes, DHI will return to a higher growth rate, especially given the interest in Artificial Intelligence (AI) skills that are expected to define this decade.Dice and ClearanceJobs 2023 revenue renewal rates remained strong at 85% and 95%, respectively, while retention rates for the year were 101% for Dice and 111% for ClearanceJobs, demonstrating larger more stable clients continue to find value in our services. Our churn continued to be isolated to smaller clients with less than $10,000 in annual spend. DHI also improved its Adjusted EBITDA Margin to 24% while continuing to invest in future growth for when the economy stabilizes.Recognizing the continued risks inherent in the economy, the company is focused on lower debt in the current environment. Cash was $4.2 million at the end of 2023 and total debt was $38.0 million under our $100 million facility. |
| Leading Engagement for Tech/Cleared Candidates | Dice’s Match AI algorithms continued to improve this year, driven by years of training on job postings and candidate profiles to validate a tech professional's skills and experience. Dice’s new Connections feature encourages technology candidates and recruiters to form connections through respective profiles and view these connections in a network dashboard, helping recruiters build a pipeline of relevant candidates and allowing tech professionals to engage with companies of interest. Both Dice and ClearanceJobs released the “Expressed Interest” feature allowing candidates to show interest in a job posting short of filling out a lengthy job application. This feature has already been used hundreds of thousands of times since it launched in March 2023. ClearanceJobs released its first native mobile app allowing candidates to engage in their search process on a smartphone device. |
| Inspired and Respected Place to Work | We firmly believe that the success of our company starts with our culture and ability to attract and retain great team members. For the second time, DHI was certified as Great Place to Work®, it ranked 47th on Newsweek’s list of Top 100 Most Loved Workplaces for 2023 and was named as a Fast Company Best Workplace for Innovators in 2023. Additionally, the Company re-opened a larger office in New York City to support its vibrant sales team and recently moved to a new modern office space in Des Moines, Iowa to further establish its hybrid work environment and foster its culture of collaboration. |
See Appendix A to this Proxy Statement for the definitions of bookings, Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the nearest generally accepted accounting principles (“GAAP”) financial measure.
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Board and Governance Highlights
DHI is governed by a highly qualified and experienced group of directors, led by an independent chairperson. All our directors, other than our CEO Art Zeile, are independent under the listing standards of the New York Stock Exchange (“NYSE”). As illustrated below, our Board is broadly diverse in terms of tenure, personal and professional attributes.
(1) Tenure measured from date of appointment to the Board through the Record Date (as defined below).
(2) Mr. Schipper identifies as LGBTQ+, Messrs. Windley and Massaquoi identify as African American, and Mses. Salomon and Swann identify as women.
| Committee Membership | ||||||
|---|---|---|---|---|---|---|
| Name of Director and Director Nominees | Age | Director Since | Independent | AC | CC | N&CG |
| Brian “Skip” Schipper, Chairperson of the Board | 63 | 2014 | Yes | C | ||
| Jim Friedlich, Director Nominee | 67 | 2015 | Yes | X | X | |
| Art Zeile, President & CEO, Director | 60 | 2018 | No | |||
| David Windley, Director | 60 | 2019 | Yes | C | ||
| Scipio “Max” Carnecchia, Director | 61 | 2019 | Yes | X | ||
| Elizabeth Salomon, Director | 60 | 2020 | Yes | C | ||
| Kathleen Swann, Director Nominee | 61 | 2021 | Yes | X | X | |
| Joseph Massaquoi, Jr., Director Nominee(1) | 51 | 2023 | Yes | X | ||
(1) Mr. Massaquoi was appointed to the Board as a director and to the Audit Committee as a member on July 26, 2023.
C – Committee Chairperson
AC – Audit Committee
CC – Human Capital and Compensation Committee
N&CG – Nominating and Corporate Governance Committee
Sustainability
Throughout 2023, DHI maintained its commitment to Environmental, Social, and Governance (“ESG”) and its values. We continued to make progress across our focus areas, further enhancing our sustainability disclosures in alignment with the Sustainability Accounting Standards Board Software & IT Services Sustainability Accounting Standard. We focused on employee engagement through the offering of expanded comprehensive mental health services, initiatives which encourage work/life balance, increased benefits associated with employee well-being and investment in employees’ careers through learning and development programs.
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Diversity
DHI believes that creating a culture that celebrates diversity and promotes inclusivity is critical to how we succeed as an organization. It is a strategic objective of DHI to focus on building a culture of inclusivity. The Company’s Diversity, Equity and Inclusion program is anchored by four pillars: diversity training, inclusive hiring practices, volunteering and employee resource groups. Diversity programs include Allyship training and Unconscious Bias training for all employees and officers, including NEOs, which teaches team members how to better support each other, including historically underrepresented groups. Additionally, all team members participate in diversity training on various subjects throughout the year including advocacy for underrepresented and marginalized groups and creating a sense of belonging. Employee Resource Groups are established within the Company for employees of underrepresented populations to share experiences and have a shared space. The internal policies of the Company encourage hiring diverse candidates and ensuring that all team members are treated fairly and equally, amongst other things. We promote diversity, equity and inclusion programs led by leadership as well as employees. These include company-wide diversity training and the advancement of Team Member Impact Groups for employees of underrepresented populations to share experiences and have a shared space.
Our focus on diversity and inclusion spans all levels of the company, including the Board. The diverse backgrounds, skills and experiences of executive officers and Board members is important to both our values and performance. We believe that a diverse Board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate. Diverse perspectives among our management team and Board allows us to evaluate issues through different experiences and perspectives and guide the Company in a thoughtful way.
More information regarding these and other ESG efforts is available on the Sustainability page of our website. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement.
Executive Compensation Highlights
We have implemented compensation practices that we believe align the interests of our NEOs with our stockholders by tying a significant portion of our NEOs’ compensation to the Company’s financial performance.
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The macroeconomic environment was challenging in 2023 as revenue growth, as compared to the 2022 period, slowed to 1%. Consistent with our pay for performance philosophy, we paid NEOs’ 2023 annual incentives at 90.3% of target, while the performance-based restricted stock units (“PSUs”) granted in 2023 achieved performance at 66.5% of target. The table below summarizes the total direct compensation delivered to our NEOs for their 2023 performance.
2023 NEOs’ Total Direct Compensation at a Glance
(in thousands)
(1) Ms. Leeby was appointed Chief Financial Officer effective December 4, 2023. The calculation of her 2023 Actual Paid Salary reflects one month of employment.
(2) Mr. Bostick served as our Chief Financial Officer through September 1, 2023. Pursuant to the terms of his separation from the Company, all of Mr. Bostick’s 2023 Long-Term Incentive Awards were forfeited and cancelled at such time.
(3) Mr. Henderson served as our Chief Operating Officer through July 31, 2023. Pursuant to the terms of his separation from the Company, a majority of Mr. Henderson’s 2023 Long-Term Incentive Awards were forfeited and cancelled at such time.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.