DHI GROUP, INC.
For the period ended May 16, 2025. Filed Apr 7, 2025.
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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.
May 16, 2025 · Filed Apr 7, 2025
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Contents
Proxy Statement Summary
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 16, 2025
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 April 7, 2025.
| 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 |
| Proxy Statement | 1 |
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2024 DHI Performance Highlights
| 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. |
(1) See Appendix A to this Proxy Statement for a description of these non-GAAP measures and reasons why management believes they provide useful information to investors.
(2) Leverage Ratio, as defined in the Company's credit agreement, is computed by dividing debt by Adjusted EBITDA.
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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).
| Committee Membership | ||||||
|---|---|---|---|---|---|---|
| Name of Director and Director Nominees | Age | Director Since | Independent | AC | CC | N&CG |
| Brian “Skip” Schipper, Chairperson of the Board, Director Nominee | 64 | 2014 | Yes | Chair | ||
| Jim Friedlich, Director | 68 | 2015 | Yes | X | X | |
| Art Zeile, President & CEO, Director | 61 | 2018 | No | |||
| David Windley, Director Nominee | 61 | 2019 | Yes | Chair | ||
| Scipio “Max” Carnecchia, Director Nominee | 62 | 2019 | Yes | X | ||
| Elizabeth Salomon, Director | 61 | 2020 | Yes | Chair | ||
| Kathleen Swann, Director | 62 | 2021 | Yes | X | X | |
| Joseph Massaquoi, Jr., Director | 52 | 2023 | Yes | X | ||
Sustainability
Throughout 2024, 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 comprehensive mental health services, initiatives which encourage work/life balance, employee well-being including physical, mental and financial health, and investment in employees’ careers.
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 continued to be challenging in 2024 as revenue declined 7% as compared to the 2023 period. Consistent with our pay for performance philosophy, we paid NEOs’ 2024 annual incentives at 92.7% of target, while the performance-based restricted stock units (“PSUs”) granted in 2024 achieved performance at 79.3% of target. The table below summarizes the total direct compensation delivered to our NEOs for their 2024 performance.
2024 NEOs’ Total Direct Compensation at a Glance
(in thousands)
(1) Mr. Schippers served as Vice President of Finance and Controller until his appointment as Interim Chief Financial Officer effective November 15, 2024. He was appointed Chief Financial Officer effective January 28, 2025.
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(2) Ms. Leeby served as our Chief Financial Officer through November 14, 2024 when she resigned from the position and entered into a consulting agreement to provide certain transition services through December 31, 2024 (the “Leeby Consulting Agreement”). Pursuant to the terms of the Leeby Consulting Agreement, Ms. Leeby’s unvested restricted stock and PSUs that were scheduled to vest in 2024 were allowed to vest accordingly. All remaining unvested restricted stock and PSUs as of December 31, 2024 were forfeited.
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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.