DEF 14A 1 eh220257432_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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 Pursuant to §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 14a6(i)(1) and 0-11

June 15, 2022

Dear Fellow Stockholder,

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of DHI Group, Inc., which will be held virtually at https://meetnow.global/MX6576C on Wednesday, July 13, 2022, at 3:00 p.m., Mountain Time. At the Special Meeting, you will be asked to consider and approve the DHI Group, Inc. 2022 Omnibus Equity Award Plan (the “2022 Equity Plan”). After careful consideration, on May 13, 2022, the Board of Directors of the Company (the “Board”) unanimously approved the 2022 Equity Plan.

The Board recommends that you vote FOR the 2022 Equity Plan.

We will transact no other business at the Special Meeting.

Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read the proxy statement and vote as soon as possible.

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 June 16, 2022.

DHI GROUP, INC.

6465 South Greenwood Plaza, Suite 400

Centennial, Colorado 80111

June 15, 2022

NOTICE OF SPECIAL MEETING

DHI Group, Inc., a Delaware corporation (the “Company”), will hold a Special Meeting of Stockholders (the “Special Meeting”) virtually at https://meetnow.global/MX6576C on Wednesday, July 13, 2022, at 3:00 p.m., Mountain Time, to approve the DHI Group, Inc. 2022 Omnibus Equity Award Plan (the “2022 Equity Plan”).

Stockholders of record of DHI Group, Inc. (NYSE: DHX) as of the close of business on June 13, 2022, are entitled to vote at the Special 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 for the ten days prior to the Special Meeting, and will be accessible during the Special Meeting via hyperlink on the bottom panel of your screen during the Special Meeting after entering the 16-digit control number included on any proxy card that you received or on the materials provided by your bank or broker.

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend the Special 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 present at the Special Meeting as a registered stockholder may vote virtually, thereby revoking any previous proxy.

Brian “Skip” Schipper

Chairperson of the Board

Proxy Statement

VIRTUAL MEETING INSTRUCTIONS

How can I attend the Special Meeting?

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Special 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 Special Meeting. No physical meeting will be held.

You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MX6576C. You also will be able to vote your shares online by attending the Special Meeting by webcast.

To participate in the Special Meeting, you will need to review the information included on your proxy card or in the instructions that accompanied your proxy materials.

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 p.m., 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.

How do I register to attend the Special Meeting virtually on the Internet?

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 Special Meeting virtually on the Internet. Please follow the instructions on the 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 Special Meeting virtually on the Internet.

To register to attend the Special 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., Eastern Time, on July 8, 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:

Proxy Statement

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:	We made the decision to hold the Special Meeting virtually 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.

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

We have designed the virtual Special Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. Our virtual Special Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Special Meeting by visiting https://meetnow.global/MX6576C, as further described on page ii above.

The virtual Special Meeting format allows stockholders to communicate with the Company during the Special Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Special Meeting, you may do so by logging into the virtual meeting platform at https://meetnow.global/MX6576C, 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 Special 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 Special Meeting will be answered in the live Question and Answer session during the Special Meeting, subject to time constraints. Any such questions that cannot be answered during the Special 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 Special Meeting.

Additional information regarding the ability of stockholders to ask questions during the Special Meeting, related rules of conduct, and other materials for the Special Meeting will be available during the meeting at https://meetnow.global/MX6576C.

Proxy Statement

iii

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

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.

Proxy Statement

Important Notice Regarding the Availability of

Proxy Materials for the Special Meeting of Stockholders

to be Held on Wednesday, July 13, 2022

The Notice of Special Meeting and Proxy Statement 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 Special 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 Special Meeting.

Proxy Statement

TABLE OF CONTENTS

	Page
Proxy Statement Summary	1

Information Concerning Solicitation and Voting	3

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5

Item To Be Voted On	8
Proposal: Approval of the DHI Group, Inc. 2022 Omnibus Equity Award Plan

Compensation Discussion and Analysis	19

Other Procedural Matters	52

Appendix A - Information Regarding Non-GAAP Financial Measures	A-1

Appendix B - DHI Group, Inc. 2022 Omnibus Equity Award Plan	B-1

Proxy Statement

	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		7.9	%
Nantahala Capital Management, LLC⁽²⁾		3,726,184		—		3,726,184		7.9	%
Dimensional Fund Advisors LP⁽³⁾		3,715,195		—		3,715,195		7.8	%
Renaissance Technologies LLC⁽⁴⁾		2,821,810		—		2,821,810		6.0	%

Directors and Named Executive Officers
Art Zeile⁽⁶⁾⁽⁷⁾		1,612,203		793,863		2,406,066		5.1	%
Kevin Bostick⁽⁶⁾⁽⁸⁾		87,407		254,035		341,442		*
Chris Henderson⁽⁶⁾⁽⁹⁾		342,414		333,872		676,286		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⁾		259,230		—		259,230		*
Scipio “Max” Carnecchia⁽⁶⁾		240,007		—		240,007		*
Jim Friedlich⁽⁶⁾		248,230		—		248,230		*
Jennifer Deason⁽⁶⁾		230,230		—		230,230		*
David Windley⁽⁶⁾		123,300		—		123,300		*
Elizabeth Salomon⁽⁶⁾		56,330		—		56,330		*
Kate Swann⁽⁶⁾		48,003		—		48,003		*
All current directors and executive officers as a group (16 persons)		4,230,153		2,305,549		6,535,702		13.8	%

	(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.
	(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.

	(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 Company’s Employee Stock Purchase Plan.
	(2)	Represents performance-based restricted stock units (shown at the actual performance level) granted under the 2012 Equity Plan.

Name and Position	Dollar Value	Number of Shares
All current non-executive officer directors as a group⁽¹⁾	(1)	128,331

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

	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	%

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


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.

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

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.

Name	Title	Base Salary for 2021 ($)		Base Salary for 2020 ($)		% Change
Art Zeile	President & Chief Executive Officer		550,000		550,000		—%
Kevin Bostick	Chief Financial Officer		380,000		380,000		—%
Chris Henderson	Chief Operating Officer		360,000		360,000		—%
Arie Kanofsky	Chief Revenue Officer		350,000		350,000		—%
Paul Farnsworth	Chief Technology Officer		320,000		320,000		—%

Name	Title	Target Contribution (%)	Target Bonus for 2021 ($)
Art Zeile	President & Chief Executive Officer	100%	$550,000
Kevin Bostick	Chief Financial Officer	60%	$228,000
Chris Henderson⁽¹⁾	Chief Operating Officer	60%	$216,000
Arie Kanofsky⁽²⁾	Chief Revenue Officer	20%	$70,000
Paul Farnsworth	Chief Technology Officer	50%	$160,000

	Actual 2021 Revenue ⁽¹⁾	Target 2021 Revenue	Actual 2021 Adjusted EBITDA Margin ⁽²⁾	Target 2021 Adjusted EBITDA Margin	2021 Bonus Plan Funded ⁽³⁾	2021 Bonus Plan Funded ⁽⁴⁾
	(dollars in millions)
Senior Bonus Plan	$131.6	$123.5	22%	20%	$4.6	166%

American Virtual Cloud Technologies	Net Element
Asure Software	PFSweb
Benefitfocus	RealNetworks
eGain	ServiceSource International
Information Services Group	Smith Micro Software
Inuvo	Syncrhonoss Technologies
Kaspien Holdings	TheMaven
Limelight Networks	Travelzoo
Marchex	Zix
Mastech Digital

Name and Principal Position⁽¹⁾	Year	Salary ($)⁽²⁾	Bonus ($)	Stock Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Art Zeile	2021	590,680	—	1,179,000	912,176	20,966	2,702,822
President &	2020	571,154	—	2,297,750	517,000	20,804	3,406,708
Chief Executive Officer	2019	550,000	—	—	479,579	17,139	1,046,718
Kevin Bostick⁽⁶⁾	2021	419,349	—	419,200	378,138	12,711	1,229,398
Chief Financial Officer	2020	401,923	—	78,812	214,320	12,545	707,600
	2019	—	152,000	300,015	8,170	—	460,185
Chris Henderson	2021	379,704	—	524,000	358,236	10,384	1,272,324
Chief Operating Officer	2020	372,769	—	497,400	169,200	10,223	1,049,592
Arie Kanofsky	2021	386,243	—	262,000	371,630	17,953	1,037,826
Chief Revenue Officer
Paul Farnsworth	2021	335,054	—	366,800	265,360	10,384	977,598
Chief Technology Officer	2020	332,038	—	414,500	150,400	10,223	907,161
	2019	256,346	—	450,800	114,418	5,087	826,651

	Award Type	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾		Estimated Future Payouts Under Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards Number of Shares of Stock (#)	Grant Date Fair Value of Stock Awards ($)
	Award Type	Grant Date	Threshold ($)	Target ($)	Threshold (#)	Target (#)	Maximum (#)
Art Zeile	Restricted Stock	1/26/2021						150,000	393,000	(2)
President & Chief	PSUs	1/26/2021			3,000	300,000	600,000		786,000	(3)
Executive Officer	Senior Bonus Plan		5,500	550,000
Kevin Bostick	Restricted Stock	1/26/2021						80,000	209,600	(2)
Chief Financial	PSUs	1/26/2021			800	80,000	160,000		209,600	(3)
Officer	Senior Bonus Plan		2,280	228,000
Chris Henderson	Restricted Stock	1/26/2021						100,000	262,000	(2)
Chief Operations	PSUs	1/26/2021			1,000	100,000	200,000		262,000	(3)
Officer	Senior Bonus Plan		2,160	216,000
Arie Kanofsky	Restricted Stock	1/26/2021						50,000	131,000	(2)
Chief Revenue	PSUs	1/26/2021			500	50,000	100,000		131,000	(3)
Officer	Senior Bonus Plan		700	70,000
	Commissions		—	240,000						(4)
Paul Farnsworth	Restricted Stock	1/26/2021						70,000	183,400	(2)
Chief Technology	PSUs	1/26/2021			700	70,000	140,000		183,400	(3)
Officer	Senior Bonus Plan		1,600	160,000

	Stock Awards
Name	Number of Shares of Stock or Units Not Vested (#)			Market Value of Shares of Stock or Units Not Vested ($)⁽¹⁾
Art Zeile	218,750	(2	)	1,365,000
	110,000	(3	)	686,400
	150,000	(4	)	936,000
	210,716	(5	)	1,314,868
	600,000	(6	)	3,744,000
Kevin Bostick	14,750	(7	)	92,040
	80,000	(4	)	499,200
	10,732	(8	)	66,968
	9,063	(5	)	56,553
	160,000	(6	)	998,400
Chris Henderson	20,000	(9	)	124,800
	40,000	(3	)	249,600
	100,000	(4	)	624,000
	14,554	(10	)	90,817
	37,740	(5	)	235,498
	200,000	(6	)	1,248,000
Arie Kanofsky	17,634	(11	)	110,036
	50,000	(4	)	312,000
	12,832	(12	)	80,072
	7,581	(5	)	47,305
	100,000	(6	)	624,000
Paul Farnsworth	23,334	(13	)	145,604
	33,334	(3	)	208,004
	70,000	(4	)	436,800
	16,980	(14	)	105,955
	31,451	(5	)	196,254
	140,000	(6	)	873,600

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)
Art Zeile	779,768	2,862,207
Kevin Bostick	30,013	155,839
Chris Henderson	73,423	198,544
Arie Kanofsky	34,253	152,462
Paul Farnsworth	72,702	203,027

Name		Benefit	Amount Payable for Termination Without Cause or, if applicable, Good Reason
	Art Zeile⁽¹⁾	Cash Severance	$	550,000
		Medical and Dental Benefits		13,088
		*Restricted Stock Acceleration Value		2,987,400
		*PSU Stock Acceleration Value		—
	Kevin Bostick⁽²⁾	Cash Severance	$	285,000
		Medical and Dental Benefits		10,068
		*Restricted Stock Acceleration Value		92,040
		*PSU Stock Acceleration Value		—
	Chris Henderson⁽³⁾	Cash Severance	$	270,000
		Medical and Dental Benefits		8,721
		*Restricted Stock Acceleration Value		374,400
		*PSU Stock Acceleration Value		90,817
	Arie Kanofsky⁽⁴⁾	Cash Severance	$	262,500
		Medical and Dental Benefits		13,088
		*Restricted Stock Acceleration Value		110,036
		*PSU Stock Acceleration Value		80,072
	Paul Farnsworth⁽⁵⁾	Cash Severance	$	160,000
		Medical and Dental Benefits		14,279
		*Restricted Stock Acceleration Value		—
		*PSU Stock Acceleration Value		—

	(3)	Under the employment agreement, severance payment includes: (i) lump-sum severance payment equal to nine-months of severance pay based on then-current annual base salary and (ii) accelerated vesting with respect to any equity grant that Mr. Henderson has already vested in a majority of such grant at the date of termination (if any).
	(4)	Under the employment agreement, severance payment includes: (i) lump-sum severance payment equal to nine-months of severance pay based on then-current annual base salary and (ii) accelerated vesting with respect to any equity grant that Mr. Kanofsky has already vested in a majority of such grant at the date of termination (if any).
	(5)	Under the employment agreement, severance payment includes a lump-sum payment equal to six-months of severance pay based on then-current annual base salary.

	Committee Membership
		Annual Fee		AC		CC		N&CG
Service Fees	$	35,000	$		$		$
Chairperson⁽¹⁾	$	35,000	$	20,000	$	10,000	$	7,500
Committee Member	$		$	7,500	$	5,000	$	2,500

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Brian (Skip) Schipper⁽²⁾		66,058		109,972		176,030
Jim Friedlich⁽²⁾		42,500		109,972		152,472
Jennifer Deason⁽²⁾		55,000		109,972		164,972
Scipio “Max” Carnecchia⁽²⁾		42,500		109,972		152,472
David Windley⁽²⁾		45,000		109,972		154,972
Elizabeth Salomon⁽²⁾		42,500		109,972		152,472
Kathleen Swann⁽³⁾		38,958		137,469		176,427
Carol Carpenter⁽⁴⁾		3,542		—		3,542

	(1)	Represents the aggregate grant date fair value of restricted stock granted during the year in accordance with the FASB ASC Topic 718, Stock Compensation. See Notes 2 and 17 to our consolidated financial statements in our Annual Report on Form 10-K for the assumption made in determining these values. None of the non-employee directors had any outstanding stock options.
	(2)	On December 31, 2021, non-employee director had 36,780 restricted shares outstanding.
	(3)	Ms. Swann received pro-rated shares of restricted stock of 11,223 on January 27, 2021 and had 48,003 restricted shares outstanding on December 31, 2021.
	(4)	Ms. Carpenter resigned from the Board effective January 31, 2021.

	Year Ended December 31,
	2021		2020
Reconciliation of Net loss to Adjusted EBITDA:
Net loss	$	(29,742)	$	(30,015)
Interest expense	748		1,031
Income tax expense (benefit)	(629)		(2,826)
Depreciation	16,344		10,259
Non-cash stock based compensation	7,681		5,764
Income from equity method investment	(190)		—
Impairment of intangible assets	—		15,200
Impairment of goodwill	—		22,607
Impairment of investment	—		2,002
Impairment of right-of-use asset	1,919		—
Gain on investments	(1,198)		(200)
Severance and related costs	1,969		1,194
Loss (income) on discontinued operations, net of tax	29,340		(2,382)
Other	(80)		—
Adjusted EBITDA	$	26,162	$	22,634

SEC Form DEF 14A filed by DHI Group Inc.