DHI Group (DHX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 16, 2025, 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 job posting growth signals potential for future revenue increases.

• The company focused on user experience, profitability, and innovation, launching new products and mobile apps, and maintaining high renewal and retention rates.

• Debt was reduced by $6 million, and the company ended the year with $3.7 million in cash and a leverage ratio of 0.9x annual adjusted EBITDA.

• The Section 382 Rights Plan aims to protect $108.7 million in tax carryforwards by limiting ownership changes.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025 is proposed.

• An advisory vote on executive compensation (say-on-pay) is included.

• Approval of the Section 382 Rights Plan, designed to protect tax assets, is up for vote.

• The board recommends a vote FOR all proposals.

Board of directors and corporate governance

• The board consists of eight directors, seven of whom are independent, with a diverse mix of tenure and expertise.

• The board is led by an independent chairperson, and all standing committees are fully independent.

• Committees include Audit, Nominating and Corporate Governance, and Human Capital and Compensation, each with clear charters and responsibilities.

• Directors are subject to stock ownership guidelines and annual self-evaluations.

• All directors attended at least 75% of meetings in 2024.