DHI Group (DHX) Proxy filing summary

Executive summary

• 2025 saw a transformative agenda with expanded product offerings, workforce streamlining, and the acquisition of AgileATS to enhance the GovTech recruiting market.

• Dice platform modernization reduced technical debt and enabled new AI-powered tools for employers and candidates.

• Despite a 10% revenue decline due to macroeconomic volatility, investments in modernization and operational discipline position the company for future growth.

• Net income margin declined to -11%, but Adjusted EBITDA margin increased to 27%.

• The company maintained a leverage ratio target of ~1.0x Adjusted EBITDA and ended the year with $2.9M in cash and $30M in debt.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms.

• Ratification of RSM US LLP as independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendments to the 2022 Omnibus Equity Award Plan and 2020 Employee Stock Purchase Plan to authorize additional shares.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board consists of 8 directors, 7 of whom are independent; led by an independent chairperson.

• Directors bring diverse experience in technology, finance, marketing, governance, and human capital.

• All directors attended at least 75% of 2025 meetings; regular board and committee self-evaluations.

• Fully independent standing committees: Audit, Nominating and Corporate Governance, and Human Capital and Compensation.

• Board oversight includes ESG initiatives and corporate social responsibility.