DHI Group (DHX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 16, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and approval of a Section 382 Rights Plan.

• 2024 saw a 7% revenue decline, but late-year improvement in tech job postings and high renewal rates for core platforms suggest a return to growth.

• Adjusted EBITDA margin improved to 25% in 2024, and net income margin was flat at 0%.

• Debt was reduced by $6 million, ending 2024 with $32 million outstanding and a leverage ratio of 0.9x annual adjusted EBITDA.

• Company remains focused on profitability, innovation, and capitalizing on tech hiring recovery and AI trends.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Approval of Section 382 Rights Plan to protect tax assets by limiting ownership changes.

• 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.

• Board diversity in tenure, skills, and backgrounds; regular refreshment and annual self-evaluations.

• All standing committees are fully independent; majority voting for directors.

• Board oversight includes ESG initiatives and risk management.