dhx-20240315

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

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Securities Exchange Act of 1934

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DHI Group, Inc.

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			DHI GROUP, INC. 6465 South Greenwood Plaza, Suite 400 Centennial, Colorado 80111			March 15, 2024

Dear Fellow Stockholder,

I am pleased to invite you to our 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Wednesday, April 25, 2024, 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 Annual Meeting by visiting meetnow.global/MGTAKUH at the Annual 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.

In 2020, we decided to hold our Annual Meeting of stockholders virtually. We have continued to host the Annual Meeting as a virtual event to provide for greater participation as our stockholders are not centrally located. We believe that a virtual meeting enables greater stockholder attendance and participation from any location around the world.

Despite the over 40% decrease in technology job postings last year, the DHI team successfully maintained key client relationships and the business achieved year-over-year revenue growth, where nearly all our competitors did not. We remain confident in the long-term trend for technology hiring. The U.S. has become a technology-based economy and we have seen a steady increase in tech jobs since these occupations were tracked starting in the 1970s. It is our view that the advent of generative artificial intelligence only supercharges this trend. One of the Big Four accounting firms released its annual CEO survey in October 2023 and reported that 72% of U.S. CEOs say that generative AI is a top investment priority. We believe that we remain well positioned to take advantage of this opportunity when tech hiring demand returns to normal historical levels.

At the Annual 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, 2024, 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 each of (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


			DHI GROUP, INC. 6465 South Greenwood Plaza, Suite 400 Centennial, Colorado 80111			March 15, 2024

NOTICE OF ANNUAL MEETING

DHI Group, Inc., a Delaware corporation (the “Company”), will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at meetnow.global/MGTAKUH on Wednesday, April 25, 2024, at 3:00 p.m., Mountain Time, to:

1.Elect three Class II directors, for a term of three years, or until his or her successor is 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, 2024;

3.Hold an advisory vote to approve 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 12, 2024, are entitled to notice of, and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be available for examination 10 days prior to the Annual Meeting at our principal executive office, 6465 South Greenwood Plaza, Suite 400, Centennial, Colorado 80111.

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. If you have any questions about the voting process, please refer to the section titled “Frequently Asked Questions About Voting and the Annual Meeting.”

This Proxy Statement and accompanying proxy and voting instructions are first being mailed on or about March 15, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 25, 2024 (the “Meeting”): Both the proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available electronically at dhigroupinc.com/investors/default.aspx

By order of the Board of Directors,

E. Jack Connolly

Vice President, General Counsel & Corporate Secretary


Proxy Statement			i

TABLE OF CONTENTS


			Page
Proxy Statement Summary			1

Directors and Corporate Governance			6

Certain Relationships and Related Person Transactions			21

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			21

Executive Officers of the Company			24

Compensation Discussion and Analysis			25

CEO Pay Ratio			52

Pay Versus Performance			53

Items To Be Voted On			56
Proposal 1: Election of Directors
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers

Other Procedural Matters			59

Virtual Meeting Instructions			60

Information Concerning Solicitation and Voting			62

Appendix A - Information Regarding Non-GAAP Financial Measures			66

Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, expectations (financial or otherwise) and intentions, and growth potential. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), elsewhere throughout the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.


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Market and Industry Data

The market and industry data used in this proxy statement and the accompanying materials are based on independent industry publications, customers, trade or business organizations, reports by market research firms and other published statistical information from third parties (collectively, the “Third Party Information”), as well as information based on management’s good faith estimates, which we derive from our review of internal information and independent sources. Such Third Party Information generally states that the information contained therein or provided by such sources has been obtained from sources believed to be reliable.


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PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To be Held on April 25, 2024

PROXY STATEMENT SUMMARY

This Proxy Statement is furnished to the stockholders of record of DHI Group, Inc., a Delaware corporation, in connection with the solicitation by the Company’s Board of Directors of proxies. This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are provided to help you find further information. For ease of reading, in these materials “DHI,” “we,” “us,” or the “Company” refers to DHI Group, Inc., “Board” refers to our Board of Directors, “CEO” refers to our Chief Executive Officer, and “NEOs” refers to our Named Executive Officers. This Proxy Statement and accompanying proxy and voting instructions are first being mailed to stockholders on or about March 15, 2024.


	Board Vote Recommendation	Page Reference (for further detail)
1. Election of three Class II Directors	FOR EACH NOMINEE	56
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	57
3. Advisory Vote to Approve the Compensation of our Named Executive Officers	FOR	58


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2023 DHI Performance Highlights


2023 Highlights						In 2023, DHI focused its efforts on operating effectively and efficiently while continuing to strengthen its industry-leading product offerings expertly helping employers find, attract and hire top tech talent, and assisting technology professionals with managing their careers amidst ongoing uncertainty in the economy impacting tech hiring. Despite the weak demand environment, DHI continued to grow revenue, albeit at a reduced 1% rate. More importantly, DHI managed expenses carefully, which drove Adjusted EBITDA margin from 21% in 2022 to 24% in 2023. Dice delivered multiple product releases enhancing the client and technologist experience and ClearanceJobs added the community engagement features of a social network for its security cleared professionals to create even higher levels of engagement. DHI also won several employer culture awards, demonstrating its commitment to a vibrant and engaged culture.

Stable Financial Performance						Despite the over 40% down shift in tech job postings this past year due to the uncertain economic environment, DHI achieved 1% year over year revenue growth. We believe that as the demand for technology professionals normalizes, DHI will return to a higher growth rate, especially given the interest in Artificial Intelligence (AI) skills that are expected to define this decade. Dice and ClearanceJobs 2023 revenue renewal rates remained strong at 85% and 95%, respectively, while retention rates for the year were 101% for Dice and 111% for ClearanceJobs, demonstrating larger more stable clients continue to find value in our services. Our churn continued to be isolated to smaller clients with less than $10,000 in annual spend. DHI also improved its Adjusted EBITDA Margin to 24% while continuing to invest in future growth for when the economy stabilizes. Recognizing the continued risks inherent in the economy, the company is focused on lower debt in the current environment. Cash was $4.2 million at the end of 2023 and total debt was $38.0 million under our $100 million facility.

Leading Engagement for Tech/Cleared Candidates						Dice’s Match AI algorithms continued to improve this year, driven by years of training on job postings and candidate profiles to validate a tech professional's skills and experience. Dice’s new Connections feature encourages technology candidates and recruiters to form connections through respective profiles and view these connections in a network dashboard, helping recruiters build a pipeline of relevant candidates and allowing tech professionals to engage with companies of interest. Both Dice and ClearanceJobs released the “Expressed Interest” feature allowing candidates to show interest in a job posting short of filling out a lengthy job application. This feature has already been used hundreds of thousands of times since it launched in March 2023. ClearanceJobs released its first native mobile app allowing candidates to engage in their search process on a smartphone device.

Inspired and Respected Place to Work						We firmly believe that the success of our company starts with our culture and ability to attract and retain great team members. For the second time, DHI was certified as Great Place to Work®, it ranked 47th on Newsweek’s list of Top 100 Most Loved Workplaces for 2023 and was named as a Fast Company Best Workplace for Innovators in 2023. Additionally, the Company re-opened a larger office in New York City to support its vibrant sales team and recently moved to a new modern office space in Des Moines, Iowa to further establish its hybrid work environment and foster its culture of collaboration.

See Appendix A to this Proxy Statement for the definitions of bookings, Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the nearest generally accepted accounting principles (“GAAP”) financial measure.


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Board and Governance Highlights

DHI is governed by a highly qualified and experienced group of directors, led by an independent chairperson. All our directors, other than our CEO Art Zeile, are independent under the listing standards of the New York Stock Exchange (“NYSE”). As illustrated below, our Board is broadly diverse in terms of tenure, personal and professional attributes.

(1) Tenure measured from date of appointment to the Board through the Record Date (as defined below).

(2) Mr. Schipper identifies as LGBTQ+, Messrs. Windley and Massaquoi identify as African American, and Mses. Salomon and Swann identify as women.

Committee Membership

Name of Director and Director Nominees

Age

Director Since

Independent

N&CG

Brian “Skip” Schipper, Chairperson of the Board

2014

Yes

Jim Friedlich, Director Nominee

2015

Yes

Art Zeile, President & CEO, Director

2018

David Windley, Director

2019

Yes

Scipio “Max” Carnecchia, Director

2019

Yes

Elizabeth Salomon, Director

2020

Yes

Kathleen Swann, Director Nominee

2021

Yes

Joseph Massaquoi, Jr., Director Nominee(1)

2023

Yes

(1) Mr. Massaquoi was appointed to the Board as a director and to the Audit Committee as a member on July 26, 2023.

C – Committee Chairperson

AC – Audit Committee

CC – Human Capital and Compensation Committee

N&CG – Nominating and Corporate Governance Committee

Sustainability

Throughout 2023, DHI maintained its commitment to Environmental, Social, and Governance (“ESG”) and its values. We continued to make progress across our focus areas, further enhancing our sustainability disclosures in alignment with the Sustainability Accounting Standards Board Software & IT Services Sustainability Accounting Standard. We focused on employee engagement through the offering of expanded comprehensive mental health services, initiatives which encourage work/life balance, increased benefits associated with employee well-being and investment in employees’ careers through learning and development programs.


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Diversity

DHI believes that creating a culture that celebrates diversity and promotes inclusivity is critical to how we succeed as an organization. It is a strategic objective of DHI to focus on building a culture of inclusivity. The Company’s Diversity, Equity and Inclusion program is anchored by four pillars: diversity training, inclusive hiring practices, volunteering and employee resource groups. Diversity programs include Allyship training and Unconscious Bias training for all employees and officers, including NEOs, which teaches team members how to better support each other, including historically underrepresented groups. Additionally, all team members participate in diversity training on various subjects throughout the year including advocacy for underrepresented and marginalized groups and creating a sense of belonging. Employee Resource Groups are established within the Company for employees of underrepresented populations to share experiences and have a shared space. The internal policies of the Company encourage hiring diverse candidates and ensuring that all team members are treated fairly and equally, amongst other things. We promote diversity, equity and inclusion programs led by leadership as well as employees. These include company-wide diversity training and the advancement of Team Member Impact Groups for employees of underrepresented populations to share experiences and have a shared space.

Our focus on diversity and inclusion spans all levels of the company, including the Board. The diverse backgrounds, skills and experiences of executive officers and Board members is important to both our values and performance. We believe that a diverse Board, management team and workforce that is reflective of our diverse customer base will position us to better understand customers’ wants and needs, which we believe drives our ability to deliver superior customer value and successfully innovate. Diverse perspectives among our management team and Board allows us to evaluate issues through different experiences and perspectives and guide the Company in a thoughtful way.

More information regarding these and other ESG efforts is available on the Sustainability page of our website. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement.

Executive Compensation Highlights

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


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The macroeconomic environment was challenging in 2023 as revenue growth, as compared to the 2022 period, slowed to 1%. Consistent with our pay for performance philosophy, we paid NEOs’ 2023 annual incentives at 90.3% of target, while the performance-based restricted stock units (“PSUs”) granted in 2023 achieved performance at 66.5% of target. The table below summarizes the total direct compensation delivered to our NEOs for their 2023 performance.

2023 NEOs’ Total Direct Compensation at a Glance

(in thousands)

(1) Ms. Leeby was appointed Chief Financial Officer effective December 4, 2023. The calculation of her 2023 Actual Paid Salary reflects one month of employment.

(2) Mr. Bostick served as our Chief Financial Officer through September 1, 2023. Pursuant to the terms of his separation from the Company, all of Mr. Bostick’s 2023 Long-Term Incentive Awards were forfeited and cancelled at such time.

(3) Mr. Henderson served as our Chief Operating Officer through July 31, 2023. Pursuant to the terms of his separation from the Company, a majority of Mr. Henderson’s 2023 Long-Term Incentive Awards were forfeited and cancelled at such time.


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DIRECTORS AND CORPORATE GOVERNANCE

The Board has taken a deliberate approach to Board composition to construct a Board that it believes collectively possesses the right backgrounds and experiences to oversee management decisions and guide our strategic decision-making. We have also intentionally balanced the tenure of our directors to strike the right mix of institutional knowledge and fresh perspectives, with over half of our Board having joined within the last five years.


Governance Practices Snapshot
	7 of 8 directors are independent	Independent board chair
	Commitment to board refreshment	Majority voting for directors
	Stock ownership policy for directors and executive officers	Fully independent standing committees
	Diverse board in terms of gender, race, experience, viewpoints, skills and tenure	Regular sessions of independent directors
	Board oversight of ESG initiatives	Rigorous director selection and evaluation process
	Limit on outside directorships	Annual board and committee self-evaluations
	All directors attended at least 75% of 2023 meetings during the time that he or she served	Commitment to corporate social responsibility


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Below is a summary of the primary experience, qualifications and skills that our director nominees and continuing directors bring to the Board:


Capability		Description	Number of Directors with the Capability
	Technology and security infrastructure	Deep insight in technology infrastructure, business prioritization, customer drivers and cybersecurity risk	lll
	Scaling a business	Experience growing successful companies, reaching scale and maturity	llll
	Investment	Experience creating long-term value through investment, acquisition and growth strategies	lll
	Finance	Financial expert with experience in financial strategy, accounting and reporting	lll
	Sales	Experience building sales capabilities	lll
	Marketing	Marketing and brand-building capability in rapidly changing industries	ll
	People and compensation	Expertise in aligning company culture, performance, reward and talent with strategy, including remote and flexible work strategies	lll
	CEO experience	Expertise shaping strategy, performance, prioritization, scale and leadership	llll
	Governance, risk and compliance	Experience in public company corporate governance, privacy, compliance, policy and creating long term sustainable value	llll llll

Biographical information for our directors is 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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	Director Nominees
Kathleen Swann	Ms. Swann possesses specific attributes that qualify her to serve as a director, including her knowledge and experience in digital marketing and technology and as a member of the board of directors of other companies.
	Kate Swann has been a Director since January 2021. Since March 2024, Ms. Swann has served as a Fractional COO for Kate Swann Advisory, a company specializing in scaling businesses for sustainable growth. Leveraging her years of experience as an operating executive, she partners with businesses to unlock value, focusing on business and product strategy, and marketing and infrastructure optimization. Throughout 2023 and until March 2024, she served as the Chief Operating Officer of Heroic Public Speaking, a company offering public speaking training for keynotes, breakouts, and workshops. Previously throughout 2022, Ms. Swann acted as a strategic advisor for various companies. Ms. Swann also previously served as the Chief Operating Officer at Purpose PBC, a social impact digital agency acquired by Capgemini, from 2020 to 2022. At Purpose, Ms. Swann developed growth strategies and business planning to ensure the company maximized its resources and mobilized talent for the greatest impact to its community and partners. Prior to joining Purpose, from 2013 to 2020 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. Earlier in her career, Ms. Swann was the Chief Operating Officer at Frog Design, a creative design consultancy, and served in the managing director role both 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, and August Public. She previously served on the board of Women’s Forum of New York from 2019-2023. Ms. Swann has extensive experience managing at growth stage consulting companies and digital agencies. Her expertise in digital marketing and technology provides 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.	Marketing

		Scaling a business

Independent COO of Heroic Public Speaking		Sales

Age 61

Director Since 2021		Governance, risk and compliance

DHI Committee(s):
Human Capital and Compensation Committee

Nominating and Corporate Governance Committee

Class II Director
Term Expiring 2024


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	Director Nominees
Jim Friedlich	Mr. Friedlich possesses specific attributes that qualify him to serve as a director, including his knowledge and experience in digital media and private equity and professional experience as a former executive.
	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 media-focused 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 global news and information company. 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.	CEO experience

		Investment

Independent CEO and Executive Director of Lenfest Institute of Journalism		Marketing

Age 67		People and compensation

Director Since 2015

DHI Committee(s):
Human Capital and Compensation Committee		Governance, risk and compliance

Nominating and Corporate Governance Committee

Class II Director
Term Expiring 2024


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	Director Nominees
Joe Massaquoi	Mr. Massaquoi possesses specific attributes that qualify him to serve as a director, including advising companies at all stages of growth, history of leading strategic corporate initiatives and experience working with public companies on financial oversight and capital allocation.
	Joe Massaquoi has served as a director since July 2023. Mr. Massaquoi currently serves as a Strategic Advisor for Traverse Meridian Group, providing CFO services to growth-stage private companies. Starting in July 2022 and throughout 2023, Mr. Massaquoi previously served as Chief Financial Officer at H2 Clipper, Inc., a company specializing in clean hydrogen delivery. Previously, Mr. Massaquoi was the Chief Financial Officer of Boom Technology, Inc., a supersonic aircraft development company, from October 2020 to October 2021. Prior to Boom, Mr. Massaquoi served as Chief Financial Officer at Initium Aerospace, a Boeing seeded propulsion technology company, and in preceding executive roles at Boeing from January 2012 to October 2020. Earlier in his career he held financial executive positions at Credit Suisse, an investment bank and financial services firm, and Deutsche Bank, an investment bank and financial services firm, and consulted at Bain & Company, a management consulting company. He began his career as a financial analyst at Lehman Brothers, a global financial services firm. Mr. Massaquoi also serves on the board of Red Rocks Credit Union and on the board of advisors at Vita Inclinata Technologies. Mr. Massaquoi has a BS in Physics from Morehouse College and an MBA from Harvard Business School. Over his career, he has executed over 40 M&A domestic and cross-border transactions and advised companies of all sizes on prudent capital allocation to deliver measurable results. With his more than 25 years of experience as a global Chief Financial Officer, strategic executive and investment banker working at private and public companies at varying stages of growth, Mr. Massaquoi brings valuable financial and strategic insight to the Board.	Finance

		Investment


Independent Strategic Advisor for Traverse Meridian Group
		Scaling a business
Age 51

Director Since 2023

DHI Committee(s):
Audit Committee
		Governance, risk and compliance
Class II Director
Term Expiring 2024


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	Continuing Directors
Brian “Skip” Schipper	Mr. Schipper possesses specific attributes that qualify him to serve as a director, including his extensive industry experience, his human resources expertise and as a member of the board of directors of other companies.
	Brian “Skip” Schipper has been a director since February 2014, and Chairperson 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 (now “X”), 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, a digital communications technology company, from October 2006 to June 2011. He has held executive level human resources and administrative roles at Microsoft, a software company; DoubleClick, an internet advertising company; Pepsico, a food services company; Compaq, an information technology company; and Harris Corporation, an information technology services provider. 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 as Chair of the Compensation Committee for 1stdibs.com, Inc. and as Director and member of the Compensation Committee for Open Education. Mr. Schipper’s extensive industry experience and his human resources expertise is a great combination to help our Board guide our strategy.	People and compensation

		Scaling a business

Independent Chairperson of the Board EVP & Chief People Officer of Yext		Governance, risk and compliance

Age 63

Director Since 2014

DHI Committee(s):
Nominating and Corporate Governance

Class III Director
Term Expiring 2025


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Continuing Directors

David Windley

Mr. Windley possesses specific attributes that qualify him to serve as a director, including his people and compensation expertise and as a member of the board of directors of other companies.

David Windley has been a director since February 2019. Since March 2023, Mr. Windley has served as Executive Chairman of IQRecruit, a platform that automates candidate sourcing for recruiters and hiring teams. From September 2018 to October 2023, Mr. Windley served as CEO and President of IQTalent Partners, where he also served as President from 2014 to 2018; IQTalent Partners is 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 DHI Human Capital and Compensation Committee, on the board of directors and as Chair of the Compensation Committee at Tennant Company, and on the board of directors of PowerToFly. In the past he 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.

People and compensation

CEO experience

Independent

Executive Chairman of IQRecruit

Technology and security infrastructure

Age 60

Director Since 2019

Governance, risk and compliance

DHI Committee(s):

Human Capital and Compensation Committee

Class III Director

Term Expiring 2025


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	Continuing Directors
Scipio “Max” Carnecchia	Mr. Carnecchia possesses specific attributes that qualify him to serve as a director, including his experience in the operational, sales and technology industries, his extensive professional experience as a CEO and as a member of the board of directors of other companies.
	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., a market-leading Software as a Service education platform. Prior to Illuminate, Mr. Carnecchia was the President and Chief Executive Officer of Accelrys, Inc., a cloud software 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. Mr. Carnecchia has served as a member of the boards of directors of Mitek Systems, Inc. since November 2018. 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.	CEO experience

		Sales

Independent CEO and Director of Mitek Systems, Inc.		Technology and security infrastructure

Age 61

Director Since 2019		Finance

DHI Committee(s):
Audit Committee

Class III Director		Governance, risk and compliance
Term Expiring 2025


Proxy Statement			13

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						Continuing Directors
Art Zeile						Mr. Zeile possesses specific attributes that qualify him to serve as a director, including his knowledge and experience in the software industry and extensive professional experience as a CEO and as a member of the board of directors of other companies.

SEC Form DEF 14A filed by DHI Group Inc.