DHI GROUP, INC.
For the period ended May 15, 2026. Filed Apr 2, 2026.
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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 15, 2026 · Filed Apr 2, 2026
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Contents
Proxy Statement Summary
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 15, 2026
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. The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on or about April 2, 2026.
| Board Vote Recommendation | Page Reference (for further detail) | |
|---|---|---|
| 1. Election of two Class I Directors | FOR EACH NOMINEE | 57 |
| 2. Ratification of Selection of Independent Registered Public Accounting Firm | FOR | 58 |
| 3. Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR | 60 |
| 4. Approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as amended and restated | FOR | 61 |
| 5. Approval of the First Amendment to the Employee Stock Purchase Plan | FOR | 71 |
| Proxy Statement | 1 |
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2025 DHI Performance Highlights
| 2025 Highlights | 2025 was a transformative year for DHI, marked by expanded product offerings across ClearanceJobs and Dice and a streamlined workforce that drove greater organizational efficiency. The acquisition of AgileATS strengthened ClearanceJobs’ portfolio by introducing a new service offering that delivers an end-to-end solution in the government technology (GovTech) recruiting market, expanding the brand’s total addressable market. Meanwhile, Dice made significant advancements to its platform, substantially reducing legacy technical debt and enabling the launch of modern tools that empower employer self-service and enhance job discovery and matching for candidates seeking technology roles. |
|---|---|
| Financial Performance | In a year shaped by unprecedented macroeconomic volatility and a softened technology hiring market coupled with headwinds in government hiring, the Company experienced a revenue decline of 10% year-over-year. Despite these near-term challenges, the Company made meaningful progress modernizing its brand platforms and strengthening differentiation in AI-driven talent acquisition and making fiscally responsible decisions. These strategic investments position the Company to capitalize on improving economic conditions and renewed hiring activity.ClearanceJobs and Dice 2025 revenue renewal rates were 89% and 72%, respectively, while retention rates for the year were 106% for ClearanceJobs and 94% for Dice, demonstrating larger more stable clients continue to find value in its services. Our churn continued to be associated with smaller clients with less than $15,000 annual spend. DHI's net income margin declined to -11% while our Adjusted EBITDA1 margin increased to 27% while continuing to invest in products and services to deliver value to clients and candidates.Cash was $2.9 million at year end and total debt was $30 million under our $100 million facility. Recognizing the continued risks inherent in the economy, the Company continued to target a leverage ratio2 of ~1.0 times Adjusted EBITDA. |
| Transforming tech hiring and expanding the security-cleared hiring mission | ClearanceJobs meaningfully advanced its mission and expanded its service offering with the acquisition of AgileATS, which is a premium offering to ClearanceJobs’ clients, particularly small and mid-sized employers which lack a dedicated applicant tracking system. ClearanceJobs launched Premium Candidate Experience, a subscription which enables security-cleared talent on the platform to pay a fee to heighten their presence to recruiters on the CJ platform, the first ever candidate monetization opportunity in CJ’s offering. Dice launched its new Employer Experience, a comprehensive redesigned platform that modernizes tech hiring with AI-powered tools, streamlines workflows and enhances candidate targeting to help recruiters connect with qualified tech talent faster and more efficiently.Dice also launched a modernized dashboard and job detail page to enhance performance and update match features to help candidates better evaluate job fit, making it easier find similar jobs and stay engaged with employers. |
| An empowered and engaged team | In recognition of DHI’s culture of inclusivity and supportive environment, the Company received several employer awards including earning Great Place to Work for the fourth year in a row, landing #44 on the list of America’s Most Loved Workplaces as featured in the Wall Street Journal, and earning a Best Company to Work for from U.S. News & World Report for the second year in a row. The Company was recognized specifically as a loved workplace for inclusivity, for parents and caregivers, and for mental health care. |
(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.
| Proxy Statement | 2 |
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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 | 65 | 2014 | Yes | Chair | ||
| Jim Friedlich, Director | 69 | 2015 | Yes | X | X | |
| Art Zeile, President & CEO, Director Nominee | 62 | 2018 | No | |||
| David Windley, Director | 62 | 2019 | Yes | Chair | ||
| Scipio “Max” Carnecchia, Director | 63 | 2019 | Yes | X | ||
| Elizabeth Salomon, Director Nominee | 62 | 2020 | Yes | Chair | ||
| Kathleen Swann, Director | 63 | 2021 | Yes | X | X | |
| Joseph Massaquoi, Jr., Director | 53 | 2023 | Yes | X | ||
Sustainability
Throughout 2025, 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 maintained a continued focus on employee engagement through comprehensive mental health resources and programs designed to promote work-life balance and overall well-being. These initiatives support employees’ physical, mental, and financial health and reflect the Company’s ongoing investment in career development and long-term professional growth.
More information regarding these and other ESG efforts is available on the Sustainability page of our website. Please note that all references to our website in this Proxy Statement are intended to be inactive textual references only. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement.
Executive Compensation Highlights
| Proxy Statement | 3 |
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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.
The macroeconomic environment continued to be challenging in 2025 as revenue declined 10% as compared to the 2024 period. Consistent with our pay for performance philosophy, we paid NEOs’ 2025 annual incentives at 89.5% of target for the Senior Bonus, 86.0% of target for the Brand Bonus for Mr. Farnsworth, 78.1% of target for Mr. Schildt’s Brand Bonus, and the performance-based restricted stock units (“PSUs”) granted in 2025 achieved performance at 78.4% of target. The table below summarizes the total direct compensation delivered to our NEOs for their 2025 performance.
2025 NEOs’ Total Direct Compensation at a Glance
(in thousands)
| Proxy Statement | 4 |
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(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.
(2) Mr. Farnsworth served as Chief Technology Officer until his appointment as President of Dice effective January 1, 2025.
(3) Mr. Schildt served as Vice President of Sales for ClearanceJobs until his appointment as President of ClearanceJobs effective January 1, 2025.
| Proxy Statement | 5 |
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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.