DHI GROUP, INC., DEF 14A filed on 4/7/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name DHI Group, Inc.
Entity Central Index Key 0001393883
v3.25.1
Pay vs Performance Disclosure
number in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of initial fixed $100 investment based on:($ in thousands)
YearSummary Compensation Table Total for CEO $Compensation Actually Paid to CEO $Average Summary Compensation Table Total for other NEOs $ (1)Average Compensation Actually Paid for other NEOs $ (1)DHI Total Stockholder Return $ (2)Peer Group Total Stockholder Return $(3)(6)Net Income (Loss) $(4)Company Selected Measure - Revenue $(5)
20242,913,640 1,842,514 908,848 649,786 59 177 253 141,926 
20233,826,014 867,441 1,281,095 277,148 86 135 3,491 151,878 
20223,255,828 3,089,068 1,499,633 1,523,475 176 89 4,176 149,680 
20212,702,822 9,503,596 1,129,287 2,492,880 207 163 (29,742)119,903 
20203,406,708 1,156,370 907,662 837,752 74 153 (30,015)111,167 
(1) The other NEOs for 2024 were Greg Schippers, Raime Leeby, Arie Kanofsky, Paul Farnsworth, and Amy Heidersbach. The other NEOs for 2023 were Raime Leeby, Kevin Bostick, Chris Henderson, Arie Kanofsky, Paul Farnsworth, and Pamela Bilash. The other NEOs for 2022 and 2021 were Kevin Bostick, Chris Henderson, Arie Kanofsky, and Paul Farnsworth. The other NEOs for 2020 were Kevin Bostick, Chris Henderson, Brian Campbell and Christian Dwyer.
(2) Reflects the value on December 31 for each period presented of an initial fixed investment of $100 in DHI on December 31, 2019.
(3) The Peer Group is the Dow Jones Internet Composite Index. Reflects the value on December 31 for each period presented of an initial fixed investment in the Peer Group of $100 on December 31, 2019.
(4) Represents the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.
(5) The Company has identified Revenue as its company selected measure for the pay versus performance disclosure as revenue is a significant component of NEO compensation and is the primary driver of stockholder value.
(6) The Peer Group was the Russell 2000 Index in 2020 with a value of $120, in 2021 with a value of $138 and in 2022 with a value of $110.
        
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote (1) The other NEOs for 2024 were Greg Schippers, Raime Leeby, Arie Kanofsky, Paul Farnsworth, and Amy Heidersbach. The other NEOs for 2023 were Raime Leeby, Kevin Bostick, Chris Henderson, Arie Kanofsky, Paul Farnsworth, and Pamela Bilash. The other NEOs for 2022 and 2021 were Kevin Bostick, Chris Henderson, Arie Kanofsky, and Paul Farnsworth. The other NEOs for 2020 were Kevin Bostick, Chris Henderson, Brian Campbell and Christian Dwyer.        
Peer Group Issuers, Footnote (3) The Peer Group is the Dow Jones Internet Composite Index. Reflects the value on December 31 for each period presented of an initial fixed investment in the Peer Group of $100 on December 31, 2019.        
Changed Peer Group, Footnote (6) The Peer Group was the Russell 2000 Index in 2020 with a value of $120, in 2021 with a value of $138 and in 2022 with a value of $110.        
PEO Total Compensation Amount $ 2,913,640 $ 3,826,014 $ 3,255,828 $ 2,702,822 $ 3,406,708
PEO Actually Paid Compensation Amount $ 1,842,514 867,441 3,089,068 9,503,596 1,156,370
Adjustment To PEO Compensation, Footnote
YearExecutiveSummary Compensation Table Total $Subtract Equity Awards $ (1)Add Year-End Equity Value $ (2)(3)Change in Value of Equity Awards $ (4)(3)Change in Value of Vested Equity Awards $ (5)(3)Subtract Value of Equity Awards that Failed to Meet Vesting Conditions $ (6)Compensation Actually Paid $
2024CEO2,913,640 (1,778,000)1,110,764 (341,851)(62,039)—1,842,514 
Other NEOs908,848 (292,100)182,666 (47,113)(22,019)(80,496)649,786 
2023CEO3,826,014 (2,704,500)970,279 (1,577,491)353,139 —867,441 
Other NEOs1,281,095 (787,567)208,430 (187,001)12,081 (249,890)277,148 
2022CEO3,255,828 (1,724,195)2,651,877 (627,340)(467,102)—3,089,068 
Other NEOs1,499,633 (659,175)957,470 (161,403)(113,050)—1,523,475 
2021CEO2,702,822 (1,179,000)4,680,000 2,168,653 1,131,121 —9,503,596 
Other NEOs1,129,287 (393,000)1,404,000 291,891 60,702 —2,492,880 
2020CEO3,406,708 (2,297,750)1,068,015 (662,142)(358,461)—1,156,370 
Other NEOs907,662 (175,193)180,132 (56,680)(18,169)—837,752 
(1) Represents the grant date fair value and, for purposes of the Other NEOs, the average grant date fair value, of equity awards granted during the year, as reported in the “Stock Awards” column of the Summary Compensation Table.
(2) Represents the end of year fair value and, for purposes of the Other NEOs, the average of the end of year fair value, of equity awards granted during the year that are outstanding and unvested as of the end of year.
(3) PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance. For these values, adjustments have been made using the stock price and performance accrual modifier as of the end of the year.
(4) Represents the change in fair value and, for purposes of Other NEOs, the average change in fair value, as of the end of the year (from the end of the prior fiscal year) of equity awards granted in prior years that were outstanding and unvested as of the end of the year.
(5) Represents the change in fair value and, for purposes of Other NEOs, the average change in fair value (from the end of the prior fiscal year to the date of vesting), of equity awards granted in prior years that vested during the year.
(6) Represents the beginning of year fair value of unvested equity awards that were forfeited in 2024.
        
Non-PEO NEO Average Total Compensation Amount $ 908,848 1,281,095 1,499,633 1,129,287 907,662
Non-PEO NEO Average Compensation Actually Paid Amount $ 649,786 277,148 1,523,475 2,492,880 837,752
Adjustment to Non-PEO NEO Compensation Footnote
YearExecutiveSummary Compensation Table Total $Subtract Equity Awards $ (1)Add Year-End Equity Value $ (2)(3)Change in Value of Equity Awards $ (4)(3)Change in Value of Vested Equity Awards $ (5)(3)Subtract Value of Equity Awards that Failed to Meet Vesting Conditions $ (6)Compensation Actually Paid $
2024CEO2,913,640 (1,778,000)1,110,764 (341,851)(62,039)—1,842,514 
Other NEOs908,848 (292,100)182,666 (47,113)(22,019)(80,496)649,786 
2023CEO3,826,014 (2,704,500)970,279 (1,577,491)353,139 —867,441 
Other NEOs1,281,095 (787,567)208,430 (187,001)12,081 (249,890)277,148 
2022CEO3,255,828 (1,724,195)2,651,877 (627,340)(467,102)—3,089,068 
Other NEOs1,499,633 (659,175)957,470 (161,403)(113,050)—1,523,475 
2021CEO2,702,822 (1,179,000)4,680,000 2,168,653 1,131,121 —9,503,596 
Other NEOs1,129,287 (393,000)1,404,000 291,891 60,702 —2,492,880 
2020CEO3,406,708 (2,297,750)1,068,015 (662,142)(358,461)—1,156,370 
Other NEOs907,662 (175,193)180,132 (56,680)(18,169)—837,752 
(1) Represents the grant date fair value and, for purposes of the Other NEOs, the average grant date fair value, of equity awards granted during the year, as reported in the “Stock Awards” column of the Summary Compensation Table.
(2) Represents the end of year fair value and, for purposes of the Other NEOs, the average of the end of year fair value, of equity awards granted during the year that are outstanding and unvested as of the end of year.
(3) PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance. For these values, adjustments have been made using the stock price and performance accrual modifier as of the end of the year.
(4) Represents the change in fair value and, for purposes of Other NEOs, the average change in fair value, as of the end of the year (from the end of the prior fiscal year) of equity awards granted in prior years that were outstanding and unvested as of the end of the year.
(5) Represents the change in fair value and, for purposes of Other NEOs, the average change in fair value (from the end of the prior fiscal year to the date of vesting), of equity awards granted in prior years that vested during the year.
(6) Represents the beginning of year fair value of unvested equity awards that were forfeited in 2024.
        
Compensation Actually Paid vs. Total Shareholder Return
Total Stockholder Return

For 2022, CAP for our NEOs declined 62% due to a 15% decline in our stock price combined with a stock price increase in 2021 from $2.22 per share to $6.24 per share, or 181%, which drove CAP higher in 2021. This compares to a 45% decline in share price for our peer group over the 2022 period. CAP for our NEO’s decreased 67% in 2023 driven by a 51% decrease in our stock price. CAP for our NEO’s increased approximately 130% in 2024 driven by a decrease in stock awards in 2024, the impact of which increases CAP. Our peer group TSR increased 31% over the same period. In total, our TSR over the five-year period declined 41% while our peer group increased 77%.
2502
We believe the charts above show the alignment between compensation actually paid to the NEOs and each of the Company’s performance measures. The Company does not currently use net income (loss) as a metric in any of our incentive programs. We believe that stockholder value will be maximized through Bookings growth, which drives future revenue growth, while maintaining profitability as measured through Adjusted EBITDA and Adjusted EBITDA Margin.
        
Compensation Actually Paid vs. Net Income
Revenue and Net Income1810
        
Compensation Actually Paid vs. Company Selected Measure
Revenue and Net Income1810
        
Total Shareholder Return Vs Peer Group
Total Stockholder Return

For 2022, CAP for our NEOs declined 62% due to a 15% decline in our stock price combined with a stock price increase in 2021 from $2.22 per share to $6.24 per share, or 181%, which drove CAP higher in 2021. This compares to a 45% decline in share price for our peer group over the 2022 period. CAP for our NEO’s decreased 67% in 2023 driven by a 51% decrease in our stock price. CAP for our NEO’s increased approximately 130% in 2024 driven by a decrease in stock awards in 2024, the impact of which increases CAP. Our peer group TSR increased 31% over the same period. In total, our TSR over the five-year period declined 41% while our peer group increased 77%.
2502
We believe the charts above show the alignment between compensation actually paid to the NEOs and each of the Company’s performance measures. The Company does not currently use net income (loss) as a metric in any of our incentive programs. We believe that stockholder value will be maximized through Bookings growth, which drives future revenue growth, while maintaining profitability as measured through Adjusted EBITDA and Adjusted EBITDA Margin.
        
Total Shareholder Return Amount $ 59 86 176 207 74
Peer Group Total Shareholder Return Amount 177 135 89 163 153
Net Income (Loss) $ 253,000 $ 3,491,000 $ 4,176,000 $ (29,742,000) $ (30,015,000)
Company Selected Measure Amount 141,926 151,878 149,680 119,903 111,167
PEO Name Art Zeile        
Additional 402(v) Disclosure (2) Reflects the value on December 31 for each period presented of an initial fixed investment of $100 in DHI on December 31, 2019.(4) Represents the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.
(5) The Company has identified Revenue as its company selected measure for the pay versus performance disclosure as revenue is a significant component of NEO compensation and is the primary driver of stockholder value.
        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,778,000) $ (2,704,500) $ (1,724,195) $ (1,179,000) $ (2,297,750)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,110,764 970,279 2,651,877 4,680,000 1,068,015
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (341,851) (1,577,491) (627,340) 2,168,653 (662,142)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (62,039) 353,139 (467,102) 1,131,121 (358,461)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (292,100) (787,567) (659,175) (393,000) (175,193)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 182,666 208,430 957,470 1,404,000 180,132
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (47,113) (187,001) (161,403) 291,891 (56,680)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (22,019) 12,081 (113,050) 60,702 (18,169)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (80,496) $ (249,890) $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
In recent years, including in the 2024 fiscal year, the Company has not granted stock options to our NEOs. The
Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based upon the grant dates of stock options or similar
awards.
Award Timing Method
In recent years, including in the 2024 fiscal year, the Company has not granted stock options to our NEOs. The
Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based upon the grant dates of stock options or similar
awards.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered TheCompany does not grant stock options or similar awards in anticipation of the release of material nonpublic information
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true