Document

DEF 14A 1 a2022dhxdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐						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

DHI Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒						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.

March 18, 2022

Dear Fellow Stockholder,

I am pleased to invite you to our 2022 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Wednesday, April 27, 2022, at 3:00 p.m., Mountain Time. This year’s Annual Meeting will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting meetnow.global/MN9Y2KX at the meeting date and time described in the accompanying Proxy Statement. A password is not required to attend the Annual Meeting. There is no physical location for the annual meeting.

At the start of the COVID-19 pandemic, we decided to hold our Annual Meeting virtually. We made the decision to continue to host the Annual Meeting as a virtual event to provide for greater participation as our stockholders are not centrally located. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

Throughout 2021 and into 2022, DHI engaged in efforts to improve and enhance our programs related to Environmental, Social, and Governance (“ESG”) factors related to our business. These issues are vital to our success commercially, as a corporate citizen and as an employer. Our activities have focused on decreasing the size of our carbon footprint, better understanding and improving our employee engagement, and enhancing transparency around operational performance and data security. It is our goal to show our stockholders, employees, and the general public our values through action. We are proud of what we have accomplished and are committed to continuing to improve our results and disclosures around ESG for the remainder of 2022 and beyond.

At the meeting, we will be electing one class of directors, considering the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, considering the approval, on an advisory basis, of the compensation of our named executive officers, and transacting such other business that may properly come before the Annual Meeting. The Board of Directors recommends a vote FOR (i) the election of our director nominees, (ii) the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, and (iii) the approval, on an advisory basis, of the compensation of our named executive officers.

You may vote your shares using the Internet or the telephone by following the instructions on the enclosed proxy. Of course, you may also vote by returning the enclosed proxy card.

Thank you very much for your support of DHI Group, Inc.

Sincerely,

Art Zeile

President and Chief Executive Officer

This Proxy Statement and accompanying proxy and voting instructions are first being mailed on or about March 22, 2022.


			DHI GROUP, INC. 6465 South Greenwood Plaza, Suite 400 Centennial, Colorado 80111			March 18, 2022

NOTICE OF ANNUAL MEETING

DHI Group, Inc., a Delaware corporation (the “Company”), will hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at meetnow.global/MN9Y2KX on Thursday, April 27, 2022, at 3:00 p.m., Mountain Time, to:

1.Elect three Class III directors, for a term of three years, or until their successors are duly elected and qualified;

2.Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.Hold an advisory vote on the compensation of our named executive officers as described in the Proxy Statement; and

4.Transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

Stockholders of record of DHI Group, Inc. (NYSE: DHX) as of the close of business on March 14, 2022, are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be available upon request at the offices of the Company in Denver, Colorado.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, you are strongly encouraged to sign and date the enclosed proxy card and return it promptly, or submit your proxy by telephone or the Internet. Any stockholder of record who is virtually present at the Annual Meeting as a registered stockholder may vote virtually, thereby revoking any previous proxy.

Brian P. Campbell

Chief Legal Officer & Corporate Secretary


Proxy Statement			i

VIRTUAL MEETING INSTRUCTIONS

Q: How can I attend the Annual Meeting?

A: The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting meetnow.global/MN9Y2KX. You also will be able to vote your shares online by attending the Annual Meeting by webcast if you register with the control number provided in your voting materials.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or in the instructions that accompanied your proxy materials. A password is not required to attend the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 3:00 PM, Mountain Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this Proxy Statement.

Q: How do I register to attend the Annual Meeting virtually on the Internet?

A: If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your DHI Group, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Mountain Time, on April 20, 2022.

You will receive a confirmation of your registration by email after your registration materials are received.

Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:

Computershare

DHI Group, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Q: Why are you holding a virtual meeting instead of a physical meeting?

A: At the start of the COVID-19 pandemic, we made the decision to hold our Annual Meeting virtually due to concerns regarding the health and safety of our stockholders. We made the decision to continue to host the Annual Meeting as a virtual event to provide for greater participation as our stockholders are not centrally located. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.


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Q: How will I be able to participate in the Annual Meeting?

A: We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting meetnow.global/MN9Y2KX, as further described on page ii above.

The virtual Annual Meeting format allows stockholders to communicate with the Company during the Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at meetnow.global/MN9Y2KX, clicking the Q&A button on your screen and typing your question into the provided text field.

We reserve the right to exclude questions regarding topics that are not pertinent to Annual Meeting matters or Company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on the Investors section of our website (http://dhigroupinc.com/investors), as soon as practicable after the Annual Meeting.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the meeting at meetnow.global/MN9Y2KX.

Q: Who should I contact if I encounter technical issues accessing or participating in the Annual Meeting?

A: The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

to be Held on April 27, 2022

The Proxy Statement and Annual Report on Form 10-K are available at dhigroupinc.com/investors/default.aspx. The means to vote is available by Internet at www.investorvote.com/dhx or by calling 1-800-652-VOTE (8683).

Your Vote is Important

Please vote as promptly as possible

by using the Internet or telephone or

by signing, dating and returning the enclosed proxy card.

If you plan to attend the meeting, you must follow the instructions set forth in the Virtual Meeting Instructions section of this Proxy Statement.

Please note that if you hold your shares in “street name” (through a broker or other nominee), you will need to follow the instructions set forth in the Virtual Meeting Instructions section of this Proxy Statement, and may need to demonstrate proof of share ownership, such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding your shares, confirming ownership.

On the day of the Annual Meeting, each stockholder should follow the steps in the Virtual Meeting Instructions section of this Proxy Statement. The meeting will begin promptly at 3:00 p.m., Mountain Time. Recording devices and other electronic devices will not be permitted to be used during the Annual Meeting.


Proxy Statement			iii

TABLE OF CONTENTS


			Page
Proxy Statement Summary			1

Information Concerning Solicitation and Voting			5

Directors and Corporate Governance			7

Certain Relationships and Related Person Transactions			18

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			18

Items To Be Voted On			20
Proposal 1: Election of Directors
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
Proposal 3: Advisory Vote With Respect to the Compensation of our Named Executive Officers

Compensation Discussion and Analysis			22

Other Procedural Matters			44

Appendix A - Information Regarding Non-GAAP Financial Measures			47


Proxy Statement			iv

Table of Contents

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To be Held on April 27, 2022

PROXY STATEMENT SUMMARY

This summary highlights information described in more detail 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.

2022 Annual Meeting of Stockholders

Date: Thursday, April 27, 2022

Time: 3:00 p.m., Mountain Time

Place: Virtually at meetnow.global/MN9Y2KX

Eligibility to Vote

You may vote if you were a stockholder of record at the close of business on March 14, 2022.

How to Cast Your Vote

If you are eligible to vote, you can vote by:

Internet: www.investorvote.com/dhx

Telephone: 1-800-652-VOTE (8683) (within USA, US territories and Canada on a touch tone phone)

The deadline for voting via the Internet or telephone is the earlier of (i) the end of the Annual Meeting or (ii) 4:00 P.M., Mountain Time, on April 27, 2022.

Mail: If you received written material, complete, sign and return your Annual Meeting Proxy Card so that it is received by April 26, 2022.

Virtually: You may vote your shares at the virtual Annual Meeting. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your DHI Group, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Mountain Time, on April 20, 2022, as described under “Virtual Meeting Instructions - How do I register to attend the Annual Meeting virtually on the Internet?” on page [ii].

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), at:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Stockholders call toll-free: (888) 750-5834


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Banks and brokers call collect: (212) 750-5833

Items for Vote (page 16)


	Board Vote Recommendation	Page Reference (for further detail)
1. Election of Directors	FOR EACH NOMINEE	20
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	20
3. Advisory Vote with Respect to the Compensation of our Named Executive Officers	FOR	21

Board Nominees (page 11)

Committee Membership

Name of Nominee

Age

Director Since

Positions with DHI

Independent

N&CG

Brian “Skip” Schipper

2014

Director

Yes

Scipio “Max” Carnecchia

2019

Director

Yes

David Windley

2019

Director

Yes

AC - Audit Committee

CC - Human Capital and Compensation Committee

N&CG - Nominating and Corporate Governance Committee

Alignment with Stockholders:

We have implemented compensation practices that we believe align the interests of our executive officers with our stockholders by tying a significant portion of their compensation to the Company’s financial performance:

Pay for Performance and Variable Compensation

•Our Human Capital and Compensation Committee (our “Compensation Committee”) engages Compensia, an independent compensation consultant with significant experience in our sector, to help assess our compensation arrangements.

•We do not provide perquisites to our NEOs beyond those provided to all employees.

•We have a policy under which tax gross-up provisions are no longer 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.

•We have a long-term equity incentive program that features a performance-based component that we believe improves the alignment of our executive compensation with Company performance.

•For 2021, approximately 77% of total compensation for our CEO and 65% of total compensation for our other NEOs was variable and dependent on performance.


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We have implemented corporate governance practices that further align the interests of our executive officers with our stockholders and mitigate risk:

Corporate Governance

•Seven of our eight directors that are expected to serve on the Board following the Annual Meeting are independent. The Board meets regularly in executive session without the CEO present.

•The roles of the CEO and Chairman of the Board are separate.

•Only independent directors serve as Board committee members.

•We hold an annual “Say-on-Pay” advisory vote to solicit the views of our stockholders regarding NEO compensation.

•Under our Securities Trading Policy, our directors, officers and employees and their related parties are prohibited from purchasing Company stock on margin, entering into short sales and buying or selling puts, calls, options or other derivatives in respect of securities of the Company.

•The Company continually looks to refresh its Board. To that end, we have added four new directors with significant operating and industry experience since the beginning of 2019.

•Inclusion and diversity remain key priorities for the Company. 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 amongst our management team and Board allows them to evaluate issues through different experiences and perspectives and help guide the Company in a thoughtful way.

•We require our directors and executive officers to hold shares of Company stock pursuant to our equity ownership guidelines.

•We have a “claw-back” policy pursuant to which the Company may, under certain circumstances as specified in the policy, seek reimbursement of annual, performance-based cash and equity compensation made to covered officers.

•Our by-laws provide that, in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director.

For additional information on our Executive Compensation, please see “Compensation Discussion and Analysis” starting on page 22.


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2021 Executive Compensation — Pay-For-Performance (page 30)

Consistent with our pay-for-performance philosophy, the primary elements of compensation for our executives in 2021 included: base salary, annual performance-based cash bonus, and long-term equity incentives consisting of time-based restricted stock and performance-based restricted stock units (“PSUs”). Of these elements, base salary and benefits were fixed, with the remaining compensation elements dependent on both individual and/or Company performance.


Our CEO’s mix of fixed and variable compensation for 2021 was approximately equivalent to the mix of compensation in 2020.						The increase in variable based compensation in 2021 as compared to 2020 was due to strong DHI performance driving higher bonus and commissions while stock based compensation increased because our CFO did not receive a share grant in 2020, other than 14,408 PSUs related to his employment agreement, based on his hire date in December 2019.

After review of the applicable performance metrics, our Compensation Committee determined that our NEO participants in our Senior Bonus Plan were entitled to receive 166% of their target bonus based on Revenue and Adjusted EBITDA (defined below) performance in the Senior Bonus Plan. The Company’s targets and actual results included the results of discontinued operations during the periods of ownership. The Company exceeded its revenue target by 6.6% and exceeded Adjusted EBITDA margin (defined below) targets, leading to the 166% achievement. The Compensation Committee also determined that our NEOs were entitled to receive restricted stock and PSUs. See Compensation Discussion and Analysis—Elements of Executive Compensation and Grants of Plan-Based Awards for Fiscal Year 2021.

Compensation Policies

In connection with our ongoing review of corporate governance and compensation practices and policies, and taking into consideration best practices, our desire to mitigate risk for our stockholders and feedback received from our stockholders, as described more fully below under Compensation Discussion and Analysis—Compensation and Corporate Governance Philosophy, our corporate governance practices include:


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Equity Incentive Compensation. Our long-term equity incentives program consists of a combination of PSUs and restricted stock. Since 2018, our PSU program links targeted compensation to the achievement of Company bookings targets. We believe the combination of PSUs and restricted stock will further align the interests of our executive officers with our stockholders, as well as increase executive retention and motivation.

Equity Ownership Guidelines. To further align the interests of our executives and directors with those of our stockholders, our Board has adopted equity ownership guidelines for our executive officers and directors. These guidelines require these executive officers and directors to achieve target ownership levels under the terms of the guidelines, within the later of five years from March 3, 2015 or five years from the commencement by that person of a position set forth below:


Position			Multiple of Base Salary (as of December 31 of immediately preceding calendar year) or Retainer
Chief Executive Officer			3.0x base salary
Other Executive Officers			1.0x base salary
Members of our Board			3.0x retainer

Senior Bonus Plan. Our Senior Bonus Plan, available for NEOs and other senior executives designated by the Compensation Committee, is funded 60% according to the percentage of Revenue target achieved, and 40% according to the percentage of Adjusted EBITDA target achieved, which we believe aligns funding with our pay-for-performance philosophy. See “note regarding the use of non-GAAP financial measures” later in this document.

“Claw-back” Policy. Our Board has adopted a “claw-back” policy. Under, and subject to, our “claw-back” policy, the Company may generally seek reimbursement of annual, performance-based cash bonuses made to covered executives, including our NEOs, which were based on achieving certain financial results, if the covered officer intentionally and knowingly engaged in fraud or misconduct that caused the need for a substantial and material restatement of our financial results for the applicable period if a lower cash incentive payment would have been made to the covered officer based upon those restated financial results. More specifically, compensation subject to the “claw-back” policy is any cash incentive payments made within the three-year period preceding the accounting restatement.

INFORMATION CONCERNING SOLICITATION AND VOTING

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 for the 2022 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held virtually at meetnow.global/MN9Y2KX on Thursday, April 27, 2022, at 3:00 p.m., Mountain Time, and at any adjournments or postponements thereof, for the purpose of considering and acting upon the matters set forth in the accompanying Notice of Annual Meeting of Stockholders. In this Proxy Statement, we refer to DHI Group, Inc. as the “Company,” “we” or “us.”

This Proxy Statement and accompanying proxy and voting instructions are first being mailed on or about March 22, 2022 to holders of the Company’s Common Stock, par value $0.01 (the “Common Stock”), entitled to vote at the Annual Meeting. The presence in person or by proxy of the holders of a majority of the total number of shares of Common Stock outstanding and entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of any business at the Annual Meeting. Each owner of record of Common Stock on the record date is entitled to one vote for each share. At the close of business on March 14, 2022, the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 49,424,659 shares of Common Stock issued and outstanding, including 3,132,826 shares of unvested restricted Common Stock. The shares of Common Stock are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbol “DHX.”

At the Annual Meeting, director nominees up for election in Proposal 1 will each be elected by a majority of the votes cast in person or by proxy. The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (Proposal 2), and the advisory approval of executive compensation (Proposal 3) will require the affirmative vote of a majority in voting power of shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting.

Broker non-votes and abstentions are included in determining whether a quorum is present. Broker non-votes and abstentions are not deemed to be “votes cast” with respect to the election of directors. Broker non-votes and abstentions will have no legal effect on Proposals 1, and an abstention, but not a broker non-vote, will have the same legal effect as a vote “AGAINST” Proposals 2 and 3.


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A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner. Under NYSE rules, a proposal to approve the appointment of our independent registered public accounting firm is considered a discretionary item, which means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions.

All shares entitled to vote and represented by properly executed proxies received prior to the Annual Meeting, and not revoked, will be voted as instructed on those proxies. If no instructions are indicated, the shares will be voted as recommended by the Board. If any other matters are properly presented at the Annual Meeting for consideration, the persons named in the enclosed form of proxy will have discretion to vote on those matters in accordance with their own judgment to the same extent as the person signing the proxy would be entitled to vote.

Stockholders will have the option to submit their proxies or voting instructions electronically through the Internet, by telephone or by using a traditional proxy card. Stockholders should check their proxy card or voting instructions forwarded by their broker, bank or other holder of record to see which options are available. The deadline for voting via the Internet or by telephone is the earlier of (i) the Annual Meeting’s adjournment or (ii) 4:00 P.M., Mountain Time, on April 27, 2022. Stockholders submitting proxies or voting instructions via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that would be borne by the stockholder.

Any stockholder of record may revoke a proxy at any time before it is voted by filing with the Corporate Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or duly executed proxy, in either case dated later than the prior proxy relating to the same shares, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not by itself revoke a proxy).

Any written notice of revocation or subsequent proxy should be delivered to DHI Group, Inc., 6465 Greenwood Plaza Blvd., Suite 400, Centennial, CO 80111 Attention: Corporate Secretary, or hand delivered to the Corporate Secretary, before the taking of the vote at the Annual Meeting. Alternatively, to revoke a proxy previously submitted via the Internet or by telephone, a stockholder may simply submit a new proxy (including by means of the Internet or by telephone) at a later date before the taking of the vote at the Annual Meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.

We have retained Innisfree to perform proxy solicitation services for us, involving conducting a bank/broker search, distributing proxy solicitation materials to stockholders, providing information to stockholders from the materials, and soliciting proxies by mail, courier, telephone, facsimile and e-mail. In connection with its retention, Innisfree has agreed to provide consulting and analytic services upon request. We will pay a fee not to exceed $15,000 to Innisfree, plus out-of-pocket expenses for these services.

If you have any questions or require any assistance with voting your shares, please contact Innisfree at:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Stockholders call toll-free: (888) 750-5834

Banks and brokers call collect: (212) 750-5833


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DIRECTORS AND CORPORATE GOVERNANCE

DHI believes that creating a culture that celebrates diversity and promotes inclusivity is critical to how it succeeds 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 in historically underrepresented communities 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 managers participate in inclusive hiring and inclusive leadership training. 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.

DHI’s Board of Directors is an extension of this culture and similarly strives to foster inclusivity and diversity. Our Overall Board Diversity is below, which includes the diversity characteristics of race, gender and LGBTQ+. Our directors’ diversity characteristics are described (to the extent self-identified) in their biographies below.

Board of Directors Information

The names of our Board of Directors, their positions, and biographies are set forth below. In evaluating nominees for the Board of Directors, the Nominating and Corporate Governance Committee considers the diversity of their professional and personal backgrounds and candidates who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment includes an individual’s independence, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board.


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						Scipio “Max” Carnecchia
						Director Since: 2019			Industry Experience:
						Class III Director			Technology/Software

						Experience:			DHI Committees
						Mitek Systems, Inc. (2018-present)			•Audit Committee
						Chief Executive Officer & Director
						Illuminate Education (2017-2018)			Other Directorships:
						Chief Executive Officer			•Mitek Systems
						BIOVIA (2014-2017)
						Chief Executive Officer
						Accelrys, Inc. (2009-2014)
						Chief Executive Officer & Director


						Jennifer Deason
						Director Since: 2016			Industry Experience:
						Class I Director			Software/Technology/Media

						Experience:			DHI Committees
						Belong Acquisition Corp. (2021-present)			•Audit Committee
						Chairwoman & CEO
						Flowcode (2019-2021)			Other Directorships:
						Chief Business Officer/Chief Financial Officer			•Concentrix
						Sotheby’s (2016-2018)			•Margaux
						Executive Vice President, Head of Corporate			•MasterCraft Boat Holdings, Inc.
						Development and Strategy
						The Weather Channel (2014-2016)			Diversity Characteristics:
						Chief Financial Officer			•Female
						Bain Capital (2008-2014)
						Executive Vice President


						Jim Friedlich
						Director Since: 2015			Industry Experience:
						Class II Director			Media

						Experience:			DHI Committees
						Lenfest Institute of Journalism (2016-Present)			•Human Capital and Compensation Committee
						Chief Executive Officer and Executive Director			•Nominating and Corporate Governance Committee
						Empirical Media Advisors (2011-2014)			Other Directorships:
						Chief Executive Officer			•Lenfest Institute for Journalism
						ZelnickMedia (2001-2011)			•Auricle Corp. (WFMU)
						Co-founder, General Partner (2001-2011)			•Bard Center for Civic Engagement
						Wall Street Journal/Dow Jones & Co. (1985-2000)


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						Elizabeth Salomon
						Director Since: 2020			Industry Experience:
						Class II Director			Technology/Software

						Experience:			DHI Committees
						Xactly (2017-present)			•Audit Committee
						Chief Financial Officer
						Cherwell Software (2015-2017)			Other Directorships:
						Chief Financial Officer			•Downtown Denver Partnership
						Marshall & Swift/Boeckh (2013-2014)
						Chief Financial Officer			Diversity Characteristics:
						Ontario Systems (2009-2013)			•Female
						Chief Financial Officer


						Brian “Skip” Schipper
						Director Since: 2014			Industry Experience:
						Class III Director, Chairman of the Board			Human Capital/Software

						Experience:			DHI Committees
						Yext (2016-present)			•Nominating and Corporate Governance Committee
						EVP & Chief People Officer
						Twitter (2014-2016)			Other Directorships:
						Head of Human Resources			•GuideSpark
						Groupon (2011-2014)			•1stdibs.com, Inc.
						Chief Human Resources Officer
						Cisco Systems (2006-2011)			Diversity Characteristics:
						Chief Human Resources Officer			•LGBTQ+


						Kate Swann
						Director Since: 2021			Industry Experience:
						Class II Director			Digital Marketing/Software

						Experience:			DHI Committees
						Purpose (2020-present)			•Human Capital and Compensation Committee
						Chief Operating Officer
						Blue State Digital (2013-2020)			•Nominating and Corporate Governance Committee
						Chief Operating Officer
						Frog Design (2005-2013)			Other Directorships:
						Chief Operating Officer			•Graham Windham
						Fry (2002-2005)			•Women’s Forum of New York
						Managing Director
									Diversity Characteristics:
									•Female


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						David Windley
						Director Since: 2019			Industry Experience:
						Class III Director			Human Capital/Software

						Experience:			DHI Committees
						IQTalent Partners (2014-present)			•Human Capital and Compensation Committee
						President
						Fusion-io, Inc. (2013-2014)			Other Directorships:
						Executive Vice President and Chief Human			•Tennant Company
						Resources Officer
						Yahoo! Inc. (2006-2012)			Other Positions:
						Executive Vice President and Chief Human			•Past Chair, Society of Human Resources Management
						Resources Officer
						Microsoft Corporation (2003-2006)			•Governance Fellow, National Association of Corporate Directors
						General Manager, Human Resources
									Diversity Characteristics:
									•African-American


						Art Zeile
						Director Since: 2018			Industry Experience:
						Class I Director			Technology/Software

						Experience:			DHI Committees
						DHI Group, Inc. (2018-present)			•Not applicable
						President and Chief Executive Officer
						HOSTING (2008-2016)			Other Directorships:
						Co-founder and Chief Executive Officer			•National Bank Holding Corporation
						QTC Management Inc. (2006-2007)			•Element Critical
						Chief Executive Officer
						Inflow, Inc. (1997-2005)
						Co-founder and Chief Executive Officer

Board Structure

Composition of our Board of Directors

Our Nominating and Corporate Governance Committee focuses on Board refreshment. The following directors have joined our Board since the beginning of 2014:


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Name	Title	Company	Director Since
Brian “Skip” Schipper	EVP & Chief People Officer	Yext	February 2014
Jim Friedlich	Executive Director and CEO	The Lenfest Institute for Journalism	January 2015
Jennifer Deason	Chairwoman and CEO	Belong Acquisition Corp.	July 2016
Art Zeile	President & CEO	DHI Group, Inc.	April 2018
Scipio “Max” Carnecchia	Chief Executive Officer and Board Member	Mitek Systems	February 2019
David Windley	President	IQTalent Partners	February 2019
Elizabeth Salomon	Chief Financial Officer	Xactly	December 2020
Kathleen Swann	Chief Operating Officer	Purpose	January 2021

The Board met seven times during fiscal 2021. Each director attended at least 75% of all of the meetings of the Board and committees on which he or she served. Under the Company’s Corporate Governance Guidelines, each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending annual and special meetings of the stockholders of the Company and meetings of the Board and committees of which he or she is a member. Two directors attended our 2021 Annual Meeting of Stockholders.

Our by-laws provide that our Board will consist of no less than five and no more than 20 persons. The exact number of members on our Board of Directors will be determined from time to time by resolution of a majority of our full Board.

Our Board is divided into three classes, with each class serving a three-year term and one class being elected at each year’s annual meeting of stockholders. As of the date of the Annual Meeting, (i) Messrs. Carnecchia, Windley and Schipper are currently serving as Class III directors with a term expiring at the 2022 Annual Meeting, (ii) Ms. Deason and Mr. Zeile are currently serving as Class I directors with a term expiring at the 2023 Annual Meeting, and (iii) Mses. Salomon and Swann and Mr. Friedlich are currently serving as Class II directors with a term expiring at the 2024 Annual Meeting.

Set forth below is information relating to the Company’s directors as of the date of this Proxy Statement, including the Class III Directors who are nominated for re-election at the Annual Meeting.

Committee Membership

Name

Age

Director Since

Position

Standing for Election

N&CG

Art Zeile

2018

President and Chief Executive Officer, Director

Brian “Skip” Schipper1

2014

Director, Chairman

Jim Friedlich2

2015

Director

Jennifer Deason3

2016

Director

Scipio “Max” Carnecchia

2019

Director

David Windley

2019

Director

Elizabeth Salomon

2020

Director

Kathleen Swann

2021

Director

AC - Audit Committee

CC - Human Capital and Compensation Committee

N&CG - Nominating and Corporate Governance Committee

1.Mr. Schipper is the Chairman of the Nominating and Corporate Governance Committee

2.Mr. Friedlich is the Chairman of the Human Capital and Compensation Committee

3.Ms. Deason is the Chairperson of the Audit Committee

Nominees for Election as Class III Directors - Term Expiring in 2025

Brian “Skip” Schipper has been a director since February 2014, and Chairman 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, 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 from October 2006 to June 2011. He has held executive level human resources and administrative roles at Microsoft,


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DoubleClick, Pepsico, Compaq and Harris Corporation. 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 the compensation committee for 1stdibs.com, Inc. Mr. Schipper’s extensive industry experience and his human resources expertise is a great combination to help our Board guide our strategy.

Scipio “Max” Carnecchia has been a director since February 2019. Mr. Carnecchia has served as the Chief Executive Officer and as a director of Mitek Systems, Inc., a digital identity verification company, since November 2018. From October 2017 until July 2018, Mr. Carnecchia served as the Chief Executive Officer and board member of Illuminate Education, Inc., the market-leading Software as a Services education platform. Prior to Illuminate, Mr. Carnecchia was the President and Chief Executive Officer of Accelrys, Inc., a chemical, materials and bioscience research 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. During the past seven (7) years, Mr. Carnecchia has served as a member of the boards of directors of: Guidance Software, Inc.; Agilysys, Inc.; and Accelrys, Inc. 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.

David Windley has been a director since February 2019. Since September 2014, Mr. Windley has served as President for IQTalent Partners, 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 Human Capital and Compensation Committee, on the board of directors at Tennant Company, and in the past 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.

Class II Directors - Term Expiring in 2024

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 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 company that produces an international daily newspaper. 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.

Elizabeth Salomon has been a Director since December 2020. Since 2017, she has served as the Chief Financial Officer at Xactly, the leader in revenue intelligence solutions, where she oversees finance, accounting, facilities and legal functions. From 2015 to 2017, Ms. Salomon served as Chief Financial Officer at Cherwell Software, a provider of IT management software, and led the company through an aggressive growth phase. From 2013 to 2014, she served as Chief Financial Officer at 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 at Ontario Systems (now Finvi), an enterprise software company providing solutions around revenue recovery and accounts receivable


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management. Previously, Ms. Salomon has held senior finance positions at ChoicePoint (now LexisNexis) and Bank of America. Ms. Salomon has more than 30 years of experience leading financial teams at public and privately-held companies. As a seasoned finance executive, Ms. Salomon will help guide the Company’s long-term growth plans and her financial experience was instrumental in her being selected to serve on the Audit Committee.

Kate Swann has been a Director since January 2021. Since 2020, she has served as the Chief Operating Officer at Purpose, a social impact digital agency, recently acquired by Capgemini. At Purpose, Ms. Swann develops growth strategies and business planning to ensure the company maximizes its resources and mobilizes talent for the greatest impact to its community and partners. Prior to joining Purpose, 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, from 2013 to 2020. Earlier in her career, Ms. Swann was the Chief Operating Officer at Frog Design and served in the managing director role 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, as well as the Women’s Forum of New York. Ms. Swann has extensive experience managing at growth stage consulting companies and digital agencies. Her expertise in digital marketing and technology provide 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.

Class I Directors - Term Expiring in 2023

Art Zeile has served as a director and as the President and Chief Executive Officer of the Company since April 10, 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, a NYSE listed company, and is a member of its Audit and Compensation Committees. He has also served as Chairman of the Board for Element Critical since 2019. 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 of Directors 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.

Jennifer Deason has been a director since July 2016. Since 2021, Ms. Deason has served as Chairwoman and CEO of Belong Acquisition Corp., a Special Purpose Acquisition Company focused on later-stage technology and technology-enabled growth companies. Prior to launching Belong, from 2019 to 2021, Ms. Deason served as CFO and Chief Business Officer for Flowcode, a leader in creating technology-enabled systems connecting consumers to brands. From 2016 to 2018, Ms. Deason served as Executive Vice President, Head of Corporate Development and Strategy with Sotheby’s, one of the world's largest brokers of fine and decorative art, jewelry, and collectibles. She served as Chief Financial Officer at the Weather Channel, an American pay television channel, from 2014 to 2016, where she worked to reposition the organization from a more traditional TV media company towards a data-focused, mobile-first advertising platform, prior to the sale of the digital and B2B businesses to IBM. She was with Bain Capital, a private investment firm, from 2008 to 2014, where she served as an Executive Vice President and partnered with CEOs and other senior level executives to improve company performance and drive transformations through strategic initiatives and performance management. While at Bain, Ms. Deason served in several interim operating roles such as President, Chief Marketing Officer and Chief Financial Officer and was a board member of several portfolio companies. Ms. Deason holds an MBA from Stanford University and a B.A. from Yale University, and is closely involved in both schools. She serves on the board of directors as well as the audit and strategy committees for MasterCraft Boat Holdings, Inc., is on the Board of Trustees at the Massachusetts Museum of Contemporary Art, serves on the board of directors and audit committee for Concentrix, and serves as a director for Margaux New York LLC. Ms. Deason’s significant experience in financial and other operating roles, as well as her experience in the private equity field, provide helpful perspective to our Board. The Board has also considered Ms. Deason’s prior financial experience, including her work as a Chief Financial Officer, which was instrumental in her being selected to serve as Chairperson of the Audit Committee.

Director Independence

We have determined that Mses. Deason, Salomon and Swann, and Messrs. Schipper, Friedlich, Carnecchia and Windley are independent as such term is defined by the applicable rules and regulations of the NYSE for purposes of serving on our Board. Additionally, each of these directors meets the categorical standards for independence established by our Board, as set forth in our Corporate Governance Guidelines, which are posted on our website.


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Board Leadership Structure

Mr. Zeile became President and Chief Executive Officer and a director of the Company on April 10, 2018 and Mr. Schipper became Chairman of the Board in May 2019 at the Company’s 2019 Annual Meeting. The Board has determined that having an independent director serve as Chairman is in the best interest of the Company’s stockholders at this time. This structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing Board priorities and procedures. Further, this structure permits the Chief Executive Officer to focus on strategic matters and the management of the Company’s day-to-day operations.

We have independent Board members who bring experience, oversight and expertise from outside the Company and our industry. The Board meets as necessary in executive sessions of the non-management directors.

ESG Initiatives

Our Board oversees the implementation of management’s Environmental, Social and Governance (ESG) initiatives. In 2021, the Company engaged in a program to better understand, improve, and communicate its efforts around our ESG performance. These efforts resulted in a new Sustainability page on the Company’s public website available at https://dhigroupinc.com/Sustainability/default.aspx. The information set forth on our website, including our Sustainability page is not incorporated by reference into, and does not form part of, this Proxy Statement.

Corporate Governance

Required Certifications

The Company has filed with the Securities and Exchange Commission (the “Commission” or the “SEC”), as exhibits to its Annual Report on Form 10-K, the certifications required by its Chief Executive Officer and Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. The Company has also timely submitted to the NYSE the Section 303A Annual CEO Certification for 2021, and such certification was submitted without any qualifications.

Committees of the Board

Our Board has a standing Audit Committee, Human Capital Management and Compensation Committee and Nominating and Corporate Governance Committee. The following is a brief description of these committees.

Audit Committee

The current members of the Audit Committee are:

Jennifer Deason (Chairperson)

Scipio (Max) Carnecchia

Elizabeth Salomon

The Audit Committee met eight times during fiscal 2021. Our Audit Committee assists the Board in monitoring the audit of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our audit function and independent registered public accounting firm, our oversight of Company risk, and our compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee also reviews and approves related-party transactions as required by the rules of the NYSE. The authority and responsibility of the Audit Committee is further set forth in its charter, which is available under the Investors section of our website (http://dhigroupinc.com/investors) and in print to any stockholder who requests a copy from the Corporate Secretary.

Mses. Deason and Salomon and Mr. Carnecchia each qualify as an “audit committee financial expert” under the rules of the Commission implementing Section 407 of the Sarbanes-Oxley Act of 2002. Mses. Deason and Salomon and Mr. Carnecchia meet the independence and the experience requirements of the NYSE and the federal securities laws.

Audit Committee Report

The charter of the Audit Committee, which is available under the Investors section of our website (http://dhigroupinc.com/investors), specifies that the purpose of the Audit Committee is to assist the Board in its oversight of:

•the accounting and financial reporting processes of the Company, including the integrity of the financial statements and other financial information provided by the Company to its stockholders, the public, any stock exchange and others;


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•the Company’s compliance with legal and regulatory requirements;

•the Company’s independent registered public accounting firm’s qualifications and independence;

•the audit of the Company’s financial statements; and

•the performance of the Company’s internal audit function and independent registered public accounting firm, and such other matters as shall be mandated under applicable laws, rules and regulations as well as listing standards of the NYSE.

In carrying out these responsibilities, the Audit Committee, among other things:

•monitors preparation of quarterly and annual financial reports by the Company’s management;

•supervises the relationship between the Company and its independent registered public accounting firm, including having direct responsibility for their appointment, compensation and retention; reviewing the scope of their audit services; approving audit and non-audit services; and confirming the independence of the independent registered public accounting firm; and

•oversees management’s implementation and maintenance of effective systems of internal and disclosure controls, including review of the Company’s policies relating to legal and regulatory compliance, ethics and conflicts of interest and review of the Company’s internal auditing program.

The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee’s meetings include, whenever appropriate, executive sessions in which the Audit Committee meets separately with the Company’s independent registered public accounting firm, the Company’s internal auditor, the Company’s Chief Financial Officer and the Company’s Chief Legal Officer.

The Audit Committee periodically reviews the performance of the Company’s independent registered public accounting firm to determine if the current firm should be retained.

Management is responsible for the Company’s financial reporting process, including the Company’s internal control over financial reporting, and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. Deloitte & Touche LLP, as the Company’s independent registered public accounting firm, is responsible for auditing those financial statements and expressing its opinion as to the fairness of the financial statement presentation in accordance with generally accepted accounting principles. The Audit Committee’s responsibility is to oversee and review this process. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. The Audit Committee relies, without independent verification, on the information provided to the Audit Committee and on the representations made by management and the independent registered public accounting firm.

As part of its oversight of the preparation of the Company’s financial statements, the Audit Committee reviews and discusses with both management and the Company’s independent registered public accounting firm all annual and quarterly financial statements prior to their issuance. The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2021. During fiscal 2021, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and reviewed significant accounting and disclosure issues with the Audit Committee. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Commission. The Audit Committee also discussed with Deloitte & Touche LLP matters relating to its independence, including a review of audit and non-audit fees. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP that firm’s independence.

In addition, the Audit Committee reviewed key initiatives and programs aimed at maintaining the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to maintain the effectiveness of internal procedures and controls.

Taking all of these reviews and discussions into account, the undersigned Audit Committee members recommended to the Board that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the Commission.


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The members of the Audit Committee submitting this report include:

Jennifer Deason (Chairperson)

Scipio (Max) Carnecchia

Elizabeth Salomon

Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are:

Brian (Skip) Schipper (Chairman)

Jim Friedlich

Kathleen Swann

The Nominating and Corporate Governance Committee met four times in 2021. The Nominating and Corporate Governance Committee selects, or recommends that the Board select, candidates for election to our Board, develops and recommends to the Board corporate governance guidelines that are applicable to us and oversees director and management evaluations. The Nominating and Corporate Governance Committee is charged with setting the agenda for each Board meeting. The Nominating and Corporate Governance Committee also is responsible for working with the CEO to coordinate succession planning for key management positions at the Company, including the CEO position. The authority and responsibility of the Nominating and Corporate Governance Committee is further set forth in its charter, which is available under the Investors section of our website (http://dhigroupinc.com/investors) and in print to any stockholder who requests a copy from the Corporate Secretary.

With respect to director nominees, the Nominating and Corporate Governance Committee (i) identifies individuals qualified to become members of the Board (consistent with criteria approved by the Board), (ii) reviews the qualifications of any such person submitted to be considered as a member of the Board by any stockholder or otherwise, (iii) conducts background checks of individuals the Nominating and Corporate Governance Committee intends to recommend to the Board as director nominees, and (iv) selects, or recommends that the Board select, the director nominees for the next annual meeting of stockholders or to fill in vacancies on the Board. The Nominating and Corporate Governance Committee considers stockholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in the Company’s by-laws. In identifying and reviewing qualifications of candidates for membership on the Board, the Nominating and Corporate Governance Committee evaluates all factors which it deems appropriate, including the requirements of the Company’s Corporate Governance Guidelines and the other criteria approved by the Board.

Pursuant to the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will seek members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The assessment of candidates for the Board includes an individual’s independence, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board. Further, the Committee considers the diversity of members’ professional and personal backgrounds, and will seek those who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating and Corporate Governance Committee assesses the effectiveness of its diversity policy set forth in the Corporate Governance Guidelines annually in connection with the nomination of directors for election at the annual meeting of stockholders.

Our Corporate Governance Guidelines provide that no person will be nominated by the Board to serve as a director after he or she has passed his or her 72nd birthday, unless the Nominating and Corporate Governance Committee has recommended to the Board, and the Board has voted, on an annual basis, to waive, or continue to waive, the retirement age of such person as a director as a result of the Committee’s and the Board’s affirmative determination that he or she provides an important and distinctive value in his or her role as a director. The composition of the current Board reflects diversity in business and professional experience, skills, gender, and age.

The Nominating and Corporate Governance Committee focuses on Board refreshment. Since 2014, the Board has identified and retained new Board members who enhance the composition of the Board, as follows: Mr. Schipper joined the Board in February 2014, Mr. Friedlich joined the Board in January 2015, Ms. Deason joined the Board in July 2016, Messrs. Carnecchia and Windley joined the Board in February 2019, Ms. Salomon joined the Board in December 2020, and Ms. Swann joined the Board in January 2021.

Human Capital and Compensation Committee

The current members of the Human Capital and Compensation Committee are:

David Windley (Chairman)

Jim Friedlich

Kathleen Swann


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The Compensation Committee met five times in 2021. The Compensation Committee reviews and recommends policies relating to compensation and benefits of our directors and employees and is responsible for approving the compensation of our Chief Executive Officer and other executive officers. Our Compensation Committee also administers the issuance of awards under our equity incentive plans. The authority and responsibility of the Compensation Committee is further set forth in its charter, which is available under the Investors section of our website (http://dhigroupinc.com/investors) and in print to any stockholder who requests a copy from the Corporate Secretary. For further information on the Compensation Committee’s engagement of a compensation consultant and the role of our executive officers in determining or recommending the amount or form of executive and director compensation, please see the “Compensation Discussion & Analysis—Benchmarking” and “Compensation Discussion & Analysis—Management’s Role in the Compensation-Setting Process” sections below.

Compensation Risks

The Compensation Committee has reviewed the Company’s compensation policies and practices for all employees, including our executive officers, as they relate to risk management practices and risk-taking incentives and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considers that our compensation programs incorporate several features which promote the creation of long-term value and reduce the likelihood of excessive risk-taking by our employees. These features include: (i) a balanced mix of cash and equity, annual and longer-term incentives, and types of performance metrics, (ii) the ability of the Compensation Committee to exercise discretion to reduce incentive program payouts, (iii) performance targets for incentive compensation that include both objective Company performance targets (such as Revenue and Adjusted EBITDA targets) and individual performance goals, (iv) time-based vesting of equity awards that encourages long-term retention, (v) a claw-back policy, (vi) a bonus plan for the majority of non-executive employees that is capped at an amount equal to a small percentage of each employee’s annual base salary, and (vii) internal controls on commissions paid to employees in the sales division.

It is also our policy that the Compensation Committee will, to the extent permitted by governing law, have the sole and absolute authority to make retroactive adjustments to any cash or equity based incentive compensation paid to executive officers and certain other officers where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, we will seek to recover any amount determined to have been inappropriately received by the individual executive.

Compensation Committee lnterlocks and Insider Participation

None of the members of the Compensation Committee have ever served as an officer or employee of the Company. During 2021, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served as a member of the board or compensation committee, or similar committee, of any other company whose executive officer(s) served as a member of our Board or our Compensation Committee.

Corporate Governance Guidelines and Code of Conduct and Ethics

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, director independence, stock ownership by directors and compensation of directors, management succession and review, Board committees and selection of new directors. A copy of the Company’s Corporate Governance Guidelines is available under the Investors section of our website (http://dhigroupinc.com/investors) and in print to any stockholder who requests a copy from the Corporate Secretary.

The Company has also adopted a Code of Conduct and Ethics, which is applicable to all directors, officers and employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. A copy of the Company’s Code of Conduct and Ethics is available under the Investors section of our website (http://dhigroupinc.com/investors) and in print to any stockholder who requests a copy from the Corporate Secretary. If the Company amends or waives the Code of Conduct and Ethics with respect to the directors, Chief Executive Officer, Chief Financial Officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.

Risk Management

The Board has an active role in overseeing the Company’s risk management. The Board regularly reviews information presented by management regarding the Company’s business and operational risks, including relating to security, privacy, credit and liquidity. The Board committees also play an active role in managing the Company’s risk. The 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. The Audit Committee 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


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amendment or waiver requests relating to the Company’s code of ethics for the chief executive officer or senior financial officers, would review and make a determination on such requests. In addition, the Audit Committee reviews related party transactions and potential conflicts of interest related thereto. The 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. The 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.

Hedging Transactions in Company Securities

Because the Company believes it is improper and inappropriate for any person to engage in short-term or speculative transactions involving the Company’s securities, it is the policy of the Company that directors, officers, and employees of the Company, and their related parties (“Affected Persons”), are prohibited from engaging in any of the following activities with respect to securities of the Company:

1. Purchases of stock of the Company on margin. An Affected Person may pledge Company securities as security for margin accounts.

2. Short sales (i.e., an Affected Person selling stock they do not own and borrowing the shares to make delivery).

3. Buying or selling puts, calls, options, or other derivatives in respect of securities of the Company.

Although the Company discourages speculative hedging transactions, the Company does permit long-term hedging transactions that are designed to protect an Affected Person’s investment in Company securities (i.e., the hedge must be for at least six months and relate to stock or options held by the Affected Person). If an Affected Person wishes to engage in any such transaction, the Affected Person must pre-clear it in accordance with the Company’s pre-clearance procedures.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Company has adopted a written Related Person Transaction Policy (the “Policy”), which sets forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our Audit Committee. In accordance with the Policy, our Audit Committee has overall responsibility for the implementation and compliance with this Policy.

For the purposes of the Policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship which has been reviewed and approved by our Board of Directors or Compensation Committee.

Our Policy requires that notice of a proposed related person transaction be provided to our legal department prior to entering into such transaction. If our legal department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Audit Committee for consideration at its next meeting. Under the Policy, our Audit Committee may only approve those related person transactions that are in, or not inconsistent with, our best interests. In the event we become aware of a related person transaction that has not been previously reviewed, approved or ratified under our Policy and that is ongoing or is completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction.

Our Policy also provides that the Audit Committee review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will also make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth, as of March 14, 2022, information with respect to the beneficial ownership of our Common Stock by:


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•each of our directors and each of the executive officers named in the Summary Compensation Table under “Executive Compensation”;

•each person or group who is known to be the beneficial owner of more than 5% of any class or series of our capital stock; and

•all of our directors and executive officers as a group.

The amounts and percentages of Common Stock beneficially owned are reported on the basis of the regulations of the Commission governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.


	Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owners	Outright Ownership	Unvested Restricted Shares	Total Number of Shares	Percentage of Class
5% Stockholders
Archon Capital Management LLC(1)	3,761,247	—	3,761,247	7.6%
Nantahala Capital Management, LLC(2)	3,726,184	—	3,726,184	7.5%
Dimensional Fund Advisors LP(3)	3,715,195	—	3,715,195	7.5%
Renaissance Technologies LLC(4)	2,821,810	—	2,821,810	5.7%


Directors and Named Executive Officers
Art Zeile(6)(7)	1,550,844	903,238	2,454,082	5.0%
Kevin Bostick(6)(8)	87,407	254,035	341,442	*
Chris Henderson(6)(9)	317,847	368,425	686,272	1.4%
Arie Kanosfky(6)(10)	78,255	184,260	262,515	*
Paul Farnsworth(6)(11)	167,474	222,394	389,868	*
Brian “Skip” Schipper(6)	222,450	36,780	259,230	*
Scipio “Max” Carnecchia(6)	203,227	36,780	240,007	*
Jim Friedlich(6)	211,450	36,780	248,230	*
Jennifer Deason(6)	193,450	36,780	230,230	*
David Windley(6)	86,520	36,780	123,300	*
Elizabeth Salomon(6)	19,550	36,780	56,330	*
Kate Swann(6)	11,223	36,780	48,003	*
All current directors and executive officers as a group (16 persons)	3,890,784	2,702,920	6,593,704	13.3%


*			Less than 1%

(1)Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022. Archon on behalf of Archon Capital Management LLC , Constantinos Christofilis (collectively, “Archon”) has shared voting and dispositive power over 3,761,247 shares of Common Stock. The business address for Archon is 1100 19th Avenue E, Seattle, WA 98112.

(2)Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022. Nantahala Capital Management, LLC on behalf of itself, Wilmot B. Harkey and Daniel Mack (collectively, “Nantahala”) has shared voting and dispositive power over 3,726,184 shares of the Common Stock. The business address for Nantahala is 130 Main St 2nd Floor, New Canaan, CT 06840.

(3)Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022. Dimensional Fund Advisors LP (“Dimensional”) has sole voting and dispositive power over 3,715,195 shares of the Common Stock. The business address for Dimensional is 6300 Bee Cave Road, Austin, TX 78746. Dimensional serves as investment manager or sub-adviser to certain other commingled funds, group trust and separate accounts (“Funds”). All securities reported in Dimensional’s Schedule 13G/A schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(4)Based solely on a Schedule 13G/A filed with the SEC on February 11, 2022. Renaissance Technologies LLC and Reinaissance Technologies Holding Corporation (collectively, “Renaissance”) has sole voting and dispositive power over 2,821,810 shares of Common Stock. The business address for Renaissance is 800 Third Avenue, New York, NY, 10022.


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(5)Based solely on a Schedule 13G filed with the SEC on July 11, 2022. BlackRock, Inc. has sole voting and dispositive power over 768,736 shares of Common Stock. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055

(6)Such person’s business address is c/o DHI Group, Inc., 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado 80111

(7)The total amount excludes shares underlying 200,000 unvested PSUs. Unvested PSUs of 200,000 were granted on 1/25/2022.

(8)The total amount excludes shares underlying 60,000 unvested PSUs. Unvested PSUs of 60,000 were granted on 1/25/2022.

(9)The total amount excludes shares underlying 95,000 unvested PSUs. Unvested PSUs of 95,000 were granted on 1/25/2022.

(10)The total amount excludes shares underlying 50,000 unvested PSUs. Unvested PSUs of 50,000 were granted on 1/25/2022.

(11)The total amount excludes shares underlying 50,000 unvested PSUs. Unvested PSUs of 50,000 were granted on 1/25/2022.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information required by this item as of December 31, 2021 regarding compensation plans under which the Company’s equity securities are authorized for issuance:


	(a)		(b)		(c)
	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		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(1)	1,593,775	(2)	$	—	4,131,640
Equity compensation plans not approved by security holders	—		n/a		n/a
Total	1,593,775		$	—	4,131,640

(1)Includes the DHI Group, Inc. 2012 Omnibus Equity Award Plan, as amended and restated on March 11, 2020 (the “2012 Equity Plan”) and, for column (c), the Employee Stock Purchase Plan.

(2)Represents performance-based restricted stock units (shown at the actual performance level) granted under the 2012 Equity Plan.

ITEMS TO BE VOTED ON

Proposal 1: Election of Directors

The current term of office of the Company’s Class III Directors expires at the 2022 Annual Meeting. The Board proposes that the following nominees, each of whom are currently serving as directors, be elected for a new term of three years or until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. See “Directors and Corporate Governance—Board Structure—Composition of our Board of Directors,” for a full biography of each nominee.

Brian “Skip” Schipper

Scipio “Max” Carecchia

David Windley

Directors are elected by a majority of the votes cast with respect to a director nominee. For more information regarding voting in director elections, see the sections of the Proxy Statement entitled “Proxy Statement Summary” and “Information Concerning Solicitation and Voting.”

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE PERSONS NOMINATED BY THE BOARD TO SERVE AS DIRECTOR.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Services provided to the Company and its subsidiaries by Deloitte & Touche LLP in fiscal 2021 are described below under “Principal Accounting Fees and Services.”


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Deloitte & Touche LLP, an independent registered public accounting firm, has served as the Company’s auditors since the Company’s incorporation in 2005. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so and to respond to appropriate questions from stockholders.

Stockholder approval is not required for the selection of Deloitte & Touche LLP since the Audit Committee has the responsibility for the selection of auditors. However, the selection is being submitted for approval at the Annual Meeting. In the event the stockholders do not ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2022, the selection will be reconsidered by the Audit Committee and the Board. Even if the selection of Deloitte & Touche LLP is ratified by our stockholders, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

The affirmative vote of a majority in voting power of shares of Common Stock present in person or represented by proxy and entitled to vote is needed to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2022.

Policy for Approval of Audit and Permitted Non-Audit Services

The Audit Committee has adopted a policy governing the pre-approval by the Audit Committee of all services, audit and non-audit, to be provided to the Company by its independent registered public accounting firm. Under the policy, the Audit Committee has the sole authority to review in advance and grant pre-approvals of (i) all auditing services to be provided by the Company’s independent registered public accounting firm and (ii) all non-audit services to be provided by such firm. The Audit Committee also has the authority to approve all fees and other terms of engagement and the ability to set a cap on fees for the requisite period. The Audit Committee may delegate its authority to pre-approve services to a designated member of the Audit Committee, so long as the decisions made by such member are ratified by the Audit Committee at a subsequent meeting. Under the policy, the Audit Committee has generally pre-approved the provision by the Company’s independent registered public accounting firm of specific audit, audit related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.

Principal Accounting Fees and Services

The firm of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) conducted the 2021 and 2020 audits of the Company’s financial statements. Fees billed by the Deloitte Entities to the Company for services provided during the 2021 and 2020 fiscal years were as follows:


	Fiscal 2021		Fiscal 2020
Audit fees(1)	$	665,000	$	602,500
Audit-related fees	—		—
Tax fees	—		—
All Other fees	—		—
Total fees for services provided	$	665,000	$	602,500

(1)Audit fees are fees billed by the Deloitte Entities for professional services for the audit of the Company’s annual financial statements and the audit of internal control over financial reporting. Audit fees also include fees billed for professional services for the review of financial statements included in the Company’s quarterly reports on Form 10-Q and for services that are normally provided by the Deloitte Entities in connection with statutory and regulatory filings or engagements.

Proposal 3: Advisory Vote with Respect to the Compensation of our Named Executive Officers

We are committed to strong corporate governance. As part of this commitment, we provide our stockholders with the opportunity to cast an annual “Say-on-Pay” advisory vote on our named executive officer (“NEO”) compensation. In compliance with Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”) (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are


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submitting to our stockholders for approval a non-binding resolution to ratify NEO compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) in this Proxy Statement.

We believe that both we and our stockholders benefit from responsive corporate governance policies and constructive and consistent dialogue. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. This proposal gives our stockholders the opportunity to endorse or not endorse our executive pay program and policies through the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the Company’s named executive officer compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in the Proxy Statement for this meeting.”

In considering your vote, you are encouraged to read “Executive Compensation,” the accompanying compensation tables, and the related narrative disclosure. Because your vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

We expect that the next Say-on-Pay vote will occur at the 2023 annual meeting of stockholders.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL.

Other Matters

As of the mailing date of this Proxy Statement, the Board is not aware of any matters other than those referred to in the accompanying Notice of Annual Meeting of Stockholders that may properly be presented at the Annual Meeting. However, if any other matter is properly presented at the Annual Meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of our executive compensation programs and policies and discusses the principles and objectives of our decisions with respect to 2021 compensation for our named executive officers (“NEOs”).

In fiscal year 2021, our NEOs were:


Name						Title
Art Zeile						President & Chief Executive Officer
Kevin Bostick						Chief Financial Officer
Chris Henderson						Chief Operating Officer
Arie Kanofsky						Chief Revenue Officer
Paul Farnsworth						Chief Technology Officer

NOTE REGARDING THE USE OF NON-GAAP FINANCIAL MEASURES

This Compensation Discussion and Analysis contains the use of adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock-based compensation expense, severance and retention costs, income or loss from discontinued operations, and other income or expense (“Adjusted EBITDA”) and Adjusted EBITDA margin. These financial measures are not prepared in accordance with, nor are they an alternative for, generally accepted accounting principles in the United States (“U.S. GAAP”) and may be different from similarly titled non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. The Company has provided the required reconciliations to the most comparable U.S. GAAP measures and other required


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information regarding these measures on pages 46-48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 11, 2022. See also Appendix A - Information Regarding Non-GAAP Financial Measures.

Executive Summary of Our 2021 Executive Compensation Program

Our executive compensation program is administered by our Compensation Committee, which consists of three independent directors. The Compensation Committee is advised by an independent compensation consultant, as described more fully below. Our primary objectives with respect to executive compensation are to:

•mitigate risk and align the interests of our executive officers with the creation of value for our stockholders;

•provide competitive compensation to attract, retain, motivate and reward highly qualified executive officers;

•create a pay-for-performance culture such that a significant portion of each executive officer’s compensation is contingent on individual and Company performance; and

•ensure a reasonable overall cost of our executive compensation program.

The three primary elements of our 2021 executive compensation program are: (1) base salary, (2) annual performance-based cash bonus and (3) long-term equity incentives.

With respect to equity compensation, in 2021 our NEOs, excluding the CEO, received grants with a mix of 50% performance-based restricted stock units (“PSUs”) and 50% restricted stock. Our CEO received grants of two-thirds PSUs and one-third restricted stock. We believe this combination of PSUs and restricted stock will further align the interests of our executive officers with our stockholders, as well as increase executive retention and motivation.

Business Summary

DHI's primary goals for 2021 were to further establish its brands as leaders in the marketplace and to deliver innovative services to help employers attract technology professionals in a challenging recruiting market and to help technologists advance their careers. DHI’s investments in sales and marketing supported by a dramatically improved Dice product, drove growth in bookings and revenue while ClearanceJobs continued delivery of features that enhanced its status as the leading career marketplace for cleared professionals. Additionally, as the pandemic continued, there was no breakdown in workforce productivity and employees became further engaged in the organization. Key results include:

•Established Dice and ClearanceJobs as the preferred career specialists: ClearanceJobs and Dice advanced career marketplace capabilities in 2021 with a number of products which made for greater connectivity between recruiters and candidates and improved the recruiter workflow process to create more efficiency.

•Best-in-class sales & marketing engine: DHI focused its sales force on refining recently implemented sales processes, methodologies, and forecasting to drive improvements to better address market opportunities and clients' needs. The Company increased its focus on customer success to drive renewal rates with existing customers and implemented an auto-renewal policy which resulted in uninterrupted access to its services for clients. Additionally, Dice launched a brand awareness campaign for the first time in years, delivering over 190 million impressions.

•Return to growth: ClearanceJobs, which began selling directly to the federal government in 2020, continued the momentum by establishing over $1 million in annual recurring revenue from government contracts in 2021. All sales units of Dice strengthened bookings targets.

The following table illustrates the Company’s Revenue, net loss, and Adjusted EBITDA performance during the year ended December 31, 2021 relative to the same period of 2020. Revenues in 2021 increased 8% year over year primarily driven by the product and sales and marketing improvements noted above while revenues for the quarter ended December 31, 2021 increased 25%. Net loss was $29.7 million, a negative margin of 25%, for the year ended December 31, 2021 while net loss for the year ended December 31, 2020 was $30.0 million, a negative margin of 27%. Net loss for the 2021 period was driven by a $29.3 million loss from discontinued operations, net of tax, while the net loss for the 2020 period was driven by impairments of goodwill, intangible assets, and an equity investment of $36.0 million, net of tax. The company increased its investments in both product development and sales and marketing during the 2021 period while Adjusted EBITDA for the 2021 period was $26.2 million, a margin of 22%, representing an increase of 16% from the 2020 period.


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	2021			2020			Change %
	($ in thousands)
Revenues	$	119,903		$	111,167		8	%
Net loss	$	(29,742)		$	(30,015)		(1)	%
Net loss margin	(25)		%	(27)		%

Adjusted EBITDA	$	26,162		$	22,634		16	%
Adjusted EBITDA Margin	22		%	20		%

Compensation and Corporate Governance Philosophy

Our compensation philosophy and practices are integral to our objective of being an employer of choice, with competitive pay and benefits. We operate with a pay-for-performance philosophy. Because senior executives have the ability to directly influence our overall performance, a significant portion of their target compensation is variable at-risk pay tied to financial performance, corporate objectives and stock price performance in the form of annual cash and long-term equity incentive awards.

We aim to establish compensation plans that align the performance of our executive officers with our business plan and strategic objectives and promote the interests of stockholders by focusing management on achieving strong short-term (annual) performance in a manner that supports and ensures our long-term success and profitability.

Finally, it is a key objective to ensure that compensation provided to executive officers remains reasonable and responsible, yet competitive, relative to the compensation paid to similarly situated executives at comparable companies. It is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results. At the same time, our executive compensation programs are intended to be consistent with our focus on controlling costs.

Long-Term Equity Incentive Program. Our long-term equity incentives program consists of a combination of PSUs and restricted stock. In 2021, we granted a mix of PSUs and restricted stock to our NEOs. We believe the mix of 50% PSUs and 50% restricted stock, except for our CEO, whose mix was two-thirds PSUs and one-third restricted stock, will improve our long-term equity incentive compensation program because PSUs:

•link targeted compensation to the achievement of Company bookings targets;

•typically have a better retentive impact than stock options; and

•provide a direct link to stockholder value creation/preservation.

Equity Ownership Guidelines. Our Board has adopted equity ownership guidelines applicable to our CEO, our other NEOs, and the members of our Board. These guidelines require these officers and directors to achieve target ownership levels under the terms of the guidelines, within the later of five years from March 3, 2015 or five years from the commencement by that person of a position set forth below:


Position			Multiple of Base Salary (as of December 31 of immediately preceding year) or Retainer
Chief Executive Officer			3.0x base salary
Other Executive Officers			1.0x base salary
Members of our Board			3.0x retainer

All officers and directors are in compliance with these guidelines.

Senior Bonus Plan. Our Senior Bonus Plan available for NEOs and other senior executives designed by the Compensation Committee is funded 60% according to the percentage of the Revenue target achieved and 40% according to the percentage of Adjusted EBITDA target achieved, which we believe appropriately aligns funding with our pay-for-performance philosophy.

“Claw-back” Policy. Our Board has adopted a “claw-back” policy. Under and subject to the “claw-back” policy, the Company may seek reimbursement of annual, performance-based cash bonuses made to covered executives, including our NEOs, that were based on achieving certain financial results if the covered executive intentionally and knowingly engaged in


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fraud or misconduct that caused the need for a substantial and material restatement of our financial results for the applicable period if a lower cash incentive payment would have been made to the covered officer based upon the restated financial results. Specifically, compensation subject to the “claw-back” policy is any cash incentive payment made within the three-year period preceding the accounting restatement.

At our 2021 annual meeting, our compensation program for our named executive officers was approved by the holders of approximately 92% of the outstanding shares entitled to vote at the meeting. Thus, the Compensation Committee believes that the results of this “say-on-pay” vote supports its view that the executive compensation program is appropriate, and the Compensation Committee determined not to make any further changes to the overall design of the program.

Advancing Our Compensation Philosophy through Corporate Governance

We have adopted corporate governance practices and policies including those described in “Compensation and Corporate Governance Philosophy,” that our Board believes help to advance our compensation goals, including:

What We Do

•We maintain a completely independent Compensation Committee with an ongoing review process of our compensation philosophy and practices.

•We adhere to a pay-for-performance philosophy and compensation model. A substantial part of our executive compensation is contingent on, and variable with, achievement of objective corporate and individual performance goals and other objective measures of success.

•We split the Chairman and CEO roles. Our Chairman of the Board is an independent director and not an employee.

•We retain an independent compensation advisor reporting to the Compensation Committee. Since 2014, we have engaged Compensia, Inc. (“Compensia”) as our independent compensation consultant as an advisor to provide market research and analysis, advice and guidance on executive compensation.

•We consider stockholder advisory votes and views. Our 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.

•We annually assess our compensation program and have determined that the risks associated with our compensation policies and practices are not reasonably likely to result in a material adverse effect on the Company and our subsidiaries taken as a whole.

What We Don’t Do

•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.

•Generally, we do not provide special benefits to our NEOs such as medical and other types of insurance. However, our NEOs, along with other company executives, are entitled to participate in a Supplemental Disability Plan, and to receive certain separation and change of control-related benefits.

•We do not make loans to executive officers of the Company.

•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.

•We do not pay cash dividends on unearned and unvested equity awards held by NEOs or any other equity award holders.

Key 2021 Compensation Decisions

During 2021, along with conducting its normal oversight responsibilities, the Compensation Committee again reviewed the Company’s compensation practices, giving consideration to the Company’s performance and stock market valuation. Using the peer group information and recommendations from Compensia, the Compensation Committee reviewed and confirmed, its policies governing compensation, including plans for base salaries, annual performance-based cash bonuses and long-term equity incentives.

Consistent with our pay-for-performance philosophy, the Company’s compensation program emphasizes variable pay over fixed pay and seeks to balance short- and long-term incentives. The majority of CEO compensation has primarily consisted of variable pay, including cash awarded under our Senior Bonus Plan and equity incentives.


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Fixed pay, primarily consisting of base salary, made up 23% of our CEO’s total compensation in 2021, while variable pay, consisting of equity incentives and an annual performance-based cash bonus, made up 77% of our CEO’s total compensation. Variable pay also reflects a significant component of total compensation for our other NEOs. The chart below shows the percentages of variable compensation versus fixed compensation for our CEO and our other NEOs in 2020 and 2021:


Our CEO’s mix of fixed and variable compensation for 2021 was approximately equivalent to the mix of compensation in 2020.						The increase in variable based compensation in 2021 as compared to 2020 was due to strong DHI performance driving higher bonus and commissions while stock based compensation increased because our CFO did not receive a share grant in 2020, other than 14,408 PSUs related to his employment agreement, based on his hire date in December 2019.

We balance short- and long-term incentives by providing our NEOs with a mix of base salary and annual cash bonus opportunities, which are short-term in nature, and equity incentives, which are long-term in nature. The grant date value of an equity award may not be indicative of its value when it is credited to an NEO upon achievement of future performance metrics, when it is actually released to such NEO or when it may be sold by such NEO.

The Compensation Committee reviewed annual long-term equity incentive market data as provided by Compensia, and after discussion with our CEO (with respect to his direct reports) and approved annual restricted stock grants to the Company’s executive officers. The Compensation Committee reviewed 2021 performance Company-wide and for individual members of senior management and awarded bonuses as more fully described below.

For 2021, the Compensation Committee made the following key compensation-related decisions for the Company’s NEOs:


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Name	Title	2021 Base Salary Increase from 2020	2021 Bonus Plan Funded	2021 Restricted Stock Awards (#)	2021 PSU Awards (#)
Art Zeile	President & Chief Executive Officer	—%	166%	150,000	300,000
Kevin Bostick	Chief Financial Officer	—%	166%	80,000	80,000
Chris Henderson	Chief Operating Officer	—%	166%	100,000	100,000
Arie Kanofsky	Chief Revenue Officer	—%	166%	50,000	50,000
Paul Farnsworth	Chief Technology Officer	—%	166%	70,000	70,000

Due to the impacts of COVID-19 on DHI’s business during 2020 and uncertainty about the impact throughout 2021, the Compensation Committee did not increase the base salaries of our NEOs, as shown above.

The Process of Setting Executive Compensation

The Compensation Committee reviews our executive compensation program throughout the year to:

•evaluate the performance of our NEOs;

•determine annual, performance-based cash bonuses for our NEOs for the prior fiscal year;

•establish the individual and corporate performance objectives for each NEO for the current fiscal year;

•set base salaries for our NEOs for the next fiscal year;

•determine the portion of total compensation that will be contingent, performance-based pay; and

•consider and approve any grants of equity incentive compensation.

Our Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Our Compensation Committee engages in an active dialogue with our CEO concerning strategic objectives and performance targets.

Individual performance for all NEOs other than the CEO is assessed by our CEO who then makes recommendations to the Compensation Committee. Irrespective of those recommendations, the Compensation Committee retains full discretion to approve or modify any of the NEO recommendations made by our CEO. The Compensation Committee alone assesses the individual performance of our CEO.

Our Compensation Committee establishes, together with the performance objectives, targeted annual cash compensation levels (and maximum achievable compensation) for each NEO by determining each NEO’s base salary and amount of cash bonus compensation contingent upon achievement of performance targets. In preparing the target amounts, the size of one individual element of compensation does, in some respects, affect the Compensation Committee’s determination of what the targeted amount of other components of compensation should be. For example, each executive’s base pay is used as a basis for calculating a target contribution percentage for purposes of establishing the bonus plan. As a general proposition, the Compensation Committee attempts to determine the overall best mix of fixed and variable compensation. In making this determination, the Compensation Committee is guided by the compensation philosophy described above. The Compensation Committee also considers historical compensation levels, the relative compensation levels among our senior executive officers, the competitive pay practices at our peer companies (as described in more detail below) and the competitive pay practices at other companies using third-party compensation studies and surveys performed by independent organizations. We use these third-party compensation studies as a basis for comparing and setting individual elements of, as well as total, executive compensation for the NEOs because they provide compensation information for companies in our industry and also provide comprehensive compensation information not obtainable from public sources. The Compensation Committee also considers industry conditions, corporate performance versus a peer group of companies and the overall effectiveness of our compensation program in achieving desired performance levels. See “Our Peer Companies.”

We believe that internal pay equity is an important factor to be considered in establishing compensation for our NEOs. The Compensation Committee has not established a policy regarding the ratio of total compensation of the CEO to that of the other officers, but it does review compensation levels to ensure that appropriate pay equity exists, which is determined in the Compensation Committee’s discretion based on our Compensation Committee members’ experience with, and knowledge of, other companies’ practices and the relative performance and criticality of our executives. The Compensation Committee intends to continue to review internal compensation equity and may adopt a formal policy in the future if we deem such a policy to be appropriate.


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It is a key objective to ensure that compensation provided to NEOs remains reasonable and responsible yet competitive relative to the compensation paid to similarly situated executives at comparable companies. It is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results. At the same time, our executive compensation programs are intended to be consistent with our focus on controlling costs.

In addition to rewarding corporate and individual performance, our compensation program is designed to reward the level of responsibility of, and the position undertaken by, each NEO. Total compensation should generally increase with position and responsibility. As a result, total compensation is higher for individuals with greater responsibility and ability to influence our achievement of targeted results and strategic initiatives. Additionally, as position and responsibility increase, a greater portion of the executive officer’s total compensation is performance-based pay contingent on the achievement of performance-based objectives. In the same way, equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation.

Benchmarking

The Compensation Committee does not believe that it is appropriate to establish compensation levels primarily based on benchmarking. While we recognize that our compensation practices must be competitive in the marketplace, such marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation. When the Compensation Committee determines whether an NEO should receive an increase in salary, the Compensation Committee sometimes reviews independent compensation studies in order to compare the compensation received by comparable executives in similar-sized companies to ensure that the compensation we award is competitive in the marketplace, as detailed in the section “The Process of Setting Executive Compensation” above. Our compensation consultant conducted a comprehensive review of our compensation programs for executive officers in 2020 to assist in establishing the 2021 executive compensation program. The purpose of these reviews was to assess the design and competitive positioning of our compensation programs and to make recommendations for change, if appropriate, to be implemented as part of our compensation program going forward. For 2021, the Compensation Committee took into account the compensation consultant’s analysis to evaluate and determine the compensation for our NEOs.

Management’s Role in the Compensation-Setting Process

Our CEO plays a significant role in the compensation-setting process. Our CEO evaluates the performance of the other NEOs, recommends business performance targets and objectives for the other NEOs and recommends base salary, bonus levels and stock awards for other executive officers. All recommendations of our CEO are subject to Compensation Committee approval. The Compensation Committee discusses the recommendations with our CEO and then makes its decisions in its sole discretion. Similarly, our CEO’s compensation, performance targets and objectives are discussed among the members of the Compensation Committee, and the Compensation Committee sets our CEO’s compensation.

Our CEO helps the Compensation Committee set its agenda for meetings and participates in committee meetings at the Compensation Committee’s request. Other NEOs also prepare information for each Compensation Committee meeting.

Elements of Executive Compensation

The three primary elements of our executive compensation programs are: (1) base salary, (2) annual performance-based cash bonus and (3) long-term equity incentives:


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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.
Annual Performance-Based Cash Bonuses	Achievement of specified performance objectives with a time horizon of one year or less (for 2021, focused on Revenue and Adjusted EBITDA).	Motivate participants to achieve (i) corporate financial performance objectives during the year, and (ii) individual management objectives reviewed and approved by the Compensation Committee. Performance levels are generally established to incentivize our management to achieve or exceed performance objectives.
Long-Term Equity Incentives	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.	Annual awards of restricted stock and PSUs that vest over a period of time 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. Long-term equity incentives under our executive compensation plans help align management performance with the interests of our stockholders. Our 2021 program focused on a mix of restricted stock and PSUs for our NEOs.

Base Salary

Base salary provides executives with a base level of regular income. In determining an NEO’s base salary, we consider the executive’s qualifications, experience and industry knowledge, the quality and effectiveness of their leadership at the Company, the scope of their responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, the base salary paid to officers in comparable positions at companies who are reflected in independent studies, internal pay equity and other factors as deemed appropriate. In addition, we consider the other components of executive compensation and the mix of performance pay to total compensation. The Compensation Committee does not apply any specific weighting to these factors.

Annually, the Compensation Committee reviews each executive’s past salary and performance, and general economic conditions in our industry, and decides whether or not to adjust the salary. Adjustments, if any, are implemented effective as of January. Subject to the limitations found in each executive’s employment agreement, the Compensation Committee can increase or decrease an executive’s base salary at its discretion. Due to the global pandemic, the NEOs did not receive increases to base salary in 2021.

The following table sets forth the base salaries for our NEOs as of December 31, 2021 and 2020:

Name

Title

Base Salary for 2021 ($)

Base Salary for 2020 ($)

% Change

Art Zeile

President & Chief Executive Officer

550,000

—%

Kevin Bostick

SEC Form DEF 14A filed by DHI Group Inc.